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 ...

CONTENTS 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Financial Highlights | 財務摘要 | 4 | | Five-Year Financial Summary | 五年財務概要 | 5 | | Chairman's Statement | 主席報告 | 6 | | Management Discussion and Analysis | 管理層討論及分析 | 11 | | Report of the Directors | 董事會報告 | 15 | | Biographies of the Directors and Senior Management | 董事及高級管理層履歷 | 33 | | Corporate Governance Report | 企業管治報告 | 38 | | Independent Auditor's Report | 獨立核數師報告 | 53 | | Consolidated Statement of Profit or Loss | 綜合損益表 | 61 | | Con ...

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） （除另有指明外，本公佈內「元」指港元及「仙」指港仙） 截至二零二五年三月三十一日止年度的 全年業績公佈 摘要 佳明集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈 本公司及其附屬公司（統稱「本集團」）截至二零二五年三月三十一日止年度 （「 2024/25年度」）經審核綜合業績，連同截至二零二四年三月三十一日止年度 （「2023/24年度」）經審核比較數字如下： 1 • 收益增加115%至11.458億元（二零二四年：5.327億元） • 年內虧損為2.921億元（二零二四年：溢利2.985億元）。每股基本虧損為 20.56仙（二零二四年：每股基本盈利21.02仙） • 董事會不建議派付截至二零二五年三月三十一日止年度之末期股息 • 資產淨值於二零二五年三月三十一日為27.208億元 綜合損益表 截至二零二五年三月三十一日止 ...

Residential and Commercial Development Projects - The Grand Marine residential development in Tsing Yi, Hong Kong, completed in March 2022, has sold all typical units, with 4% of units handed over to buyers during the period under review, generating revenue in FH 2024/25[19][21] - The Grands residential-cum-commercial project in To Kwa Wan, Kowloon, completed in August 2023, has sold all residential units, with 18% of units handed over to buyers during the period under review, generating revenue in FH 2024/25[22] - The Fanling project, a 17-storey residential-cum-commercial tower with a gross floor area of approximately 36,000 square feet, is progressing well and is expected to be completed around mid-2025[22] - The North Point project, comprising two sites with a total gross floor area of approximately 30,000 square feet, is expected to be completed around the second half of 2027[25] - The Cristallo luxury residential project in Kowloon has sold 15 out of 18 units cumulatively, with one apartment sold in November 2024 and completion scheduled for November 2025[26] - The Group's development project in Guangxi, Mainland China, with a gross floor area of approximately 1,435,000 square feet, is expected to be completed around the second half of 2026[27] - The Group is preparing for the pre-sale of the Fanling Luen Fat Street residential project, scheduled to launch in the second half of 2025[37][39] Data Centre and IT Infrastructure - Data centre leasing revenue increased by 4.3% year-on-year to $139.0 million, driven by higher customer power consumption[28][32] - iTech Tower 3.1 data centre is scheduled for phased delivery starting mid-2025, while iTech Tower 3.2 is expected to be completed around 2026[29][32][38] - iTech Tower 3.1 and 3.2 are designed to cater to AI workloads and cloud computing, with leasing discussions for iTech Tower 3.2 already underway[38][39] Financial Performance and Revenue - Consolidated revenue for FH 2024/25 increased by 257% to $683.7 million, with gross profit up 214% to $305.9 million, mainly due to property sales[41][46] - Operating expenses surged 389% to $221.0 million in FH 2024/25, primarily due to property agency commissions[42][46] - Net profit decreased by 52.7% to $52.6 million in FH 2024/25, but underlying profit increased 19.8 times to $27.0 million excluding fair value changes[43][47] - Revenue for the period was HK$683.747 million, with direct costs of HK$377.839 million, resulting in a gross profit of HK$305.908 million[66] - Profit for the period was HK$52.600 million, compared to HK$111.124 million in the previous year[66] - Earnings per share (basic and diluted) were HK$3.7 cents, down from HK$7.8 cents in the previous year[66] - Total comprehensive income for the period was HK$53.079 million, compared to HK$116.807 million in the previous year[69] - Revenue from property sales increased significantly to HK$532,214 thousand in 2024, compared to HK$18,871 thousand in 2023[117] - Total revenue for the six months ended 30 September 2024 was HK$683,747 thousand, a substantial increase from HK$191,702 thousand in 2023[117] - Profit for the period attributable to equity shareholders decreased to HK$52,600,000 in 2024 from HK$111,124,000 in 2023, representing a significant decline[135] - Underlying profit for the period, excluding changes in fair value of investment properties, was HK$27,040,000 in 2024 compared to HK$1,302,000 in 2023[144] - Basic and diluted underlying earnings per share were HK$1.9 cents in 2024, up from HK$0.09 cents in 2023[144] Construction and Contracting - Construction revenue from external customers decreased by 75.8% to $8.6 million in FH 2024/25 compared to FH 2023/24[35][36] - The Group held construction contracts worth approximately $2.06 billion as of 30 September 2024[34][36] - Construction segment revenue for the six months ended 30 September 2024 was HK$263.815 million, a significant increase from HK$171.506 million in the same period in 2023[104][105] Financial Position and Liabilities - Bank borrowings decreased to $5,498 million as of 30 September 2024, down from $5,841 million at 31 March 2024, due to loan repayments from property sales[44] - The Group's outstanding bank loans decreased to HK$5.498 billion as of September 30, 2024, from HK$5.841 billion on March 31, 2024, primarily due to repayment from proceeds of property sales[48] - The Group received an unsecured loan of HK$36.8 million from its ultimate holding company, Chan HM Company Limited, bearing interest at the Hong Kong prime rate and maturing in December 2026[48] - The Group obtained additional unsecured loans totaling HK$545 million from its controlling shareholder, bearing an annual interest rate of 3% and maturing between April and May 2028[50][55] - As of September 30, 2024, the Group's gearing ratio improved to 195.5% from 199.0% on March 31, 2024, while the current ratio increased to 1.44 times from 1.18 times[52][56] - The Group maintained cash and bank balances of HK$575.6 million as of September 30, 2024, denominated in HKD and RMB, with sufficient working capital for liquidity requirements[53][56] - The Group mitigated interest rate risk through interest rate swaps with a notional amount of HK$1.546 billion, bearing fixed rates between 1.30% and 3.67% per annum, maturing between March 2025 and August 2028[54][56] - Assets with a carrying amount of HK$8.832 billion were pledged to secure bank loans of HK$5.447 billion as of September 30, 2024[60] - Bank loans decreased to HK$5,497,945 thousand from HK$5,840,930 thousand, with secured loans making up the majority at HK$5,447,231 thousand[172] - The majority of bank loans (HK$3,842,274 thousand) are due within 2 to 5 years, while HK$227,509 thousand are due within 1 to 2 years[173] - Loans from the controlling shareholder totaled HK$544,998 thousand, with a fair value of HK$475,290 thousand at grant date, resulting in a deemed contribution of HK$69,708 thousand[180][182] Cash Flow and Financing Activities - Net cash generated from operating activities in 2024 was HK$174,605 thousand, a significant increase from HK$44,469 thousand in 2023[86] - Net cash used in investing activities in 2024 was HK$182,743 thousand, compared to HK$649,915 thousand in 2023[86] - Proceeds from bank loans in 2024 were HK$591,317 thousand, a decrease from HK$1,205,646 thousand in 2023[86] - Repayments of bank loans in 2024 were HK$934,303 thousand, significantly higher than HK$249,086 thousand in 2023[86] - Proceeds from loans from controlling shareholder in 2024 were HK$544,998 thousand, with no comparable figure in 2023[86] - Net cash (used in)/generated from financing activities in 2024 was a negative HK$7,528 thousand, compared to a positive HK$459,661 thousand in 2023[86] - Net decrease in cash and cash equivalents in 2024 was HK$15,666 thousand, a significant improvement from HK$145,785 thousand in 2023[86] - Cash and cash equivalents at the end of the period in 2024 were HK$47,049 thousand, compared to HK$76,409 thousand in 2023[86] Assets and Liabilities - Non-current assets increased to HK$7,072.843 million, up from HK$6,766.284 million in the previous period[76] - Current assets decreased to HK$2,345.466 million, down from HK$2,505.742 million in the previous period[76] - Net current assets improved to HK$719.442 million, up from HK$381.870 million in the previous period[79] - Total assets less current liabilities increased to HK$7,901.480 million, up from HK$7,262.373 million in the previous period[79] - Net assets increased to HK$3,075.793 million, up from HK$2,953.006 million in the previous period[79] - Total equity increased to HK$3,075.793 million, up from HK$2,953.006 million in the previous period[79] - Investment properties increased to HK$6,267,000 thousand from HK$5,950,000 thousand, serving as the primary collateral for bank loans[177] - Financial assets at fair value through other comprehensive income were valued at 11,486 as of 30 September 2024[191] - Financial assets at fair value through profit or loss were valued at 10,213 as of 30 September 2024[191] - The fair value of financial assets at fair value through other comprehensive income is based on quoted market prices at the end of the reporting period[194] - The fair value of financial assets at fair value through profit or loss is based on cash value priced by external and independent parties at the end of the reporting period[195] - The fair value of interest rate swaps is determined using the discounted cash flow method based on observable yield curves[195] - The carrying amounts of financial instruments carried at amortised cost are not materially different from their fair values as of 30 September 2024 and 31 March 2024[196] Employee and Operational Costs - The Group employed 156 staff as of September 30, 2024, with total employee remuneration of HK$61.2 million for the first half of 2024/25[60] - Staff costs decreased to HK$61,212 thousand in 2024 from HK$73,600 thousand in 2023[121] Taxation and Dividends - Income tax expenses rose to HK$15,142 thousand in 2024 from HK$629 thousand in 2023[124] - No interim dividend was declared for the six months ended 30 September 2024, compared to HK$56,809 thousand in 2023[129] - Final and special dividends for the previous financial year were not paid in 2024, compared to HK$284,024 thousand in 2023[132] Receivables and Payables - Trade receivables (net of loss allowance) increased to HK$41,549,000 in 2024 from HK$36,532,000 in 2023[152] - Deposits, prepayments, and other receivables decreased to HK$88,044,000 in 2024 from HK$124,664,000 in 2023[152] - The aging analysis of trade receivables shows 17,690,000 within 1 month, 23,850,000 between 1-3 months, and 9,000 between 3-6 months in 2024[156] - Total trade payables increased significantly to HK$99,159 thousand from HK$60,865 thousand, with the majority (57,771 thousand) being due within 1 to 3 months[168][169] Miscellaneous - The Group had no material contingent liabilities, acquisitions, disposals, or significant investments outside subsidiaries as of September 30, 2024[60] - No future plans for material investments or capital assets were in place as of the report date[60] - The Group has three reportable segments: Construction, Property Leasing, and Property Development, each managed separately due to different products, services, and business strategies[100] - The Group's revenue from external customers is entirely generated from customers located in Hong Kong, with substantially all non-current assets also located in Hong Kong[110] - The Group applied new and amended HKFRSs effective from 1 April 2024, but these changes did not have a material impact on the Group's results and financial position[96][97] - Rental income remained stable at HK$109,159 thousand in 2024, slightly down from HK$110,152 thousand in 2023[117] - Bank interest income decreased to HK$4,634 thousand in 2024 from HK$4,979 thousand in 2023[118] - Net foreign exchange gain was HK$149 thousand in 2024, compared to a loss of HK$1,344 thousand in 2023[118] - Finance costs increased to HK$198,573 thousand in 2024, up from HK$111,993 thousand in 2023[121] - A net fair value gain of HK$25,560,000 was recognized on investment properties and properties under development in 2024, down from HK$109,822,000 in 2023[148] - Cash and bank balances increased to HK$226,376 thousand from HK$213,469 thousand, while fixed deposits decreased slightly to HK$349,255 thousand from HK$353,952 thousand[162] - The company's authorized share capital remained at HK$100,000 thousand, with issued and fully paid shares totaling HK$14,202 thousand[184] - No transfers occurred between Level 1 and Level 2, or into or out of Level 3 during the six months ended 30 September 2024[192] - The Group had no material contingent liabilities as of 30 September 2024 and 31 March 2024[197]

Revenue and Profit - Revenue increased by 257% to HKD 683.747 million (2023: HKD 191.702 million) [2] - Profit for the period decreased by 52.7% to HKD 52.6 million (2023: HKD 111.124 million) with basic earnings per share at 3.7 cents (2023: 7.8 cents) [4] - Gross profit for the period was HKD 305.908 million, compared to HKD 97.369 million in the previous year [4] - Operating profit decreased to HKD 118.485 million from HKD 172.097 million year-on-year [4] - Total comprehensive income for the period was HKD 53.079 million, down from HKD 116.807 million [6] - The total segment profit for the six months ending September 30, 2024, was HKD 137,557,000, compared to HKD 190,983,000 for the same period in 2023 [18] - The company reported a pre-tax profit of HKD 67,742,000 for the current period, reflecting a decrease from HKD 111,753,000 in the previous year [18] - For the six months ended September 30, 2024, the company reported a profit attributable to equity shareholders of 52,600,000 HKD, a decrease of 52.7% compared to 111,124,000 HKD for the same period in 2023 [32] - The company's basic and diluted earnings per share for the six months ended September 30, 2024, were both 1.9 HKD, compared to 0.09 HKD for the same period in 2023 [36] - The net profit for the first half of 2024/25 decreased by 52.7% to HKD 52.6 million, while the underlying profit increased 19.8 times to HKD 27 million [66] Dividends and Equity - The board has resolved not to declare any interim dividend for the first half of 2024/25 [2] - The company did not declare any interim dividend for the six months ended September 30, 2024, compared to an interim dividend of 4.0 HKD per share amounting to 56,809,000 HKD in 2023 [30][31] - Total equity increased to HKD 3.076 billion from HKD 2.953 billion [10] Assets and Liabilities - Net asset value as of September 30, 2024, was HKD 30.758 billion [2] - Non-current assets increased to HKD 7.182 billion as of September 30, 2024, from HKD 6.880 billion [8] - Current liabilities rose to HKD 1.626 billion from HKD 2.124 billion [10] - Non-current assets in the property leasing segment amounted to HKD 291,440,000, a decrease from HKD 676,377,000 in the previous year [20] - As of September 30, 2024, accounts receivable (net of loss provisions) amounted to HKD 41,549,000, an increase from HKD 36,532,000 as of March 31, 2024, representing a growth of approximately 27.6% [43] - The group’s trade payables as of September 30, 2024, totaled HKD 99,159,000, up from HKD 60,865,000 as of March 31, 2024, indicating a significant increase of about 62.6% [44] - Bank loans secured by assets amounted to HKD 5,447,231,000 as of September 30, 2024, a decrease from HKD 5,754,284,000 as of March 31, 2024, reflecting a reduction of approximately 5.3% [46] Revenue Segments - The construction segment generated revenue of HKD 8,643,000, down from HKD 35,687,000 year-over-year, while property leasing and development segments reported revenues of HKD 142,890,000 and HKD 532,214,000 respectively [18] - Revenue from external customers is entirely derived from clients located in Hong Kong, with no additional regional data presented [21] - The group’s revenue from data center leasing increased by 4.3% year-on-year to HKD 139,000,000, driven primarily by increased customer electricity consumption [60] - Construction revenue from external customers for the first half of 2024/25 is HKD 8.6 million, a decrease of 75.8% compared to the first half of 2023/24 [62] - The company's consolidated revenue for the first half of 2024/25 is HKD 683.7 million, an increase of 257% compared to HKD 191.7 million in the first half of 2023/24 [65] Costs and Expenses - The company’s financial costs for the period were HKD 50,743,000, compared to HKD 60,344,000 in the previous year [18] - The company’s financial costs, including bank loans and other borrowings, amounted to 50,743,000 HKD for the six months ended September 30, 2024, compared to 60,344,000 HKD in 2023 [25] - Employee costs, including directors' remuneration, totaled 61,212,000 HKD for the six months ended September 30, 2024, down from 73,600,000 HKD in 2023, reflecting a reduction of 16.9% [26] - Operating expenses rose by 389% to HKD 221 million, primarily due to real estate agency commissions from sales of "Ming Qiao Hui" and "Ming Jun" projects [65] Projects and Developments - The "Ming Choi Wai" residential project has sold all standard units, with approximately 4% of units delivered to buyers during the review period, contributing to revenue recognition in the first half of 2024/25 [53] - The "Ming Jun" project, which consists of 76 residential units, has seen all units sold, with about 18% delivered to buyers during the review period, also contributing to revenue recognition in the first half of 2024/25 [54] - The group is developing a high-end residential project in Nanning, Guangxi, with a total floor area of approximately 1,435,000 square feet, expected to be completed in the second half of 2026 [59] - The group has accepted the land premium for the Fanling project and plans to pay the deposit in October 2024, with the project expected to be completed around mid-2025 [55] - The company is preparing for the pre-sale of the Fanling Lianfa Street residential project, scheduled for launch in the second half of 2025 [63] Financial Position and Governance - The company has approximately HKD 5.756 billion in cash and bank balances as of September 30, 2024 [70] - The company is actively exploring refinancing opportunities to improve its financial position and ensure long-term sustainable growth [63] - The Audit Committee has been established, consisting of four independent non-executive directors, with no disagreements on accounting standards and policies after reviewing the interim financial statements for the first half of 2024/25 [82] - The interim results announcement and report for the first half of 2024/25 will be available on the company's website and the Hong Kong Stock Exchange website, containing all required information [83] - The executive directors include Mr. Chen Kongming, Mr. Liu Zhiwei, Mr. Guan Yonghe, Ms. Zeng Jiamin, and Ms. Chen Peiyan, while the independent non-executive directors include Mr. Xu Jiahua, Mr. Jian Youhe, Mr. He Chaoran, and Mr. Li Zongyao [84]

Financial Performance - Total revenue for 2024 was HK$532.69 million, a decrease of 89.4% from HK$5,004.56 million in 2023[7] - Profit from operations for 2024 was HK$435.80 million, down from HK$1,634.27 million in 2023[7] - Underlying loss for 2024 was HK$85.71 million, compared to a profit of HK$1,299.33 million in 2023[7] - Dividends declared for 2024 amounted to HK$56.81 million, significantly lower than HK$653.10 million in 2023[7] - The Group's profit for FY 2023/24 was HK$298.5 million, a decrease of 76.6% compared to HK$1,275.5 million in FY 2022/23[12] - The underlying loss for the year was HK$85.7 million, compared to an underlying profit of HK$1,299.3 million in FY 2022/23[12] - Consolidated gross profit fell by 91.5% to HK$168.6 million, compared to HK$1,987.8 million in the previous fiscal year, primarily due to a significant drop in property sales[37] - Net profit for FY 2023/24 decreased by 76.6% to HK$298.5 million, down from HK$1,275.5 million, with an underlying loss of HK$85.7 million compared to an underlying profit of HK$1,299.3 million in the previous year[39] Revenue Breakdown - Revenue from property leasing for 2024 was HK$276.53 million, an increase from HK$243.07 million in 2023[7] - Revenue from property development for 2024 was HK$178.51 million, a decrease from HK$4,850.44 million in 2023[7] - Revenue from data centre leasing increased by 14.4% year-on-year to HK$268.8 million, driven by increased space utilization and power consumption[27] - Construction revenue from external customers for FY 2023/24 amounted to HK$77.6 million, a 1.5% increase compared to the previous year, excluding a revenue reversal of HK$165.5 million from FY 2022/23[31] Liquidity and Leverage - Current ratio decreased to 1.18 in 2024 from 2.12 in 2023, indicating reduced liquidity[7] - Gearing ratio increased to 199.0% in 2024 from 155.3% in 2023, reflecting higher leverage[7] - Net gearing ratio rose to 179.8% in 2024, up from 134.8% in 2023, indicating increased debt levels[7] - The Group's outstanding bank borrowings increased to approximately HK$5,841 million as of March 31, 2024, up from approximately HK$4,630 million a year earlier, primarily due to refinancing land acquisition costs and funding construction projects[40] Assets and Equity - Total assets as of 31 March 2024 were HK$9,386.2 million, while total liabilities were HK$6,433.2 million, resulting in total equity of HK$2,953.0 million[10] Dividends - No final dividend is recommended for FY 2023/24 due to challenging market conditions[13] - The Group declared a final dividend of HK$0.05 per share, totaling HK$71 million, and a special dividend of HK$0.15 per share, totaling HK$213 million for the year ending March 31, 2023[1] - An interim dividend of HK$0.04 per share, amounting to HK$56.8 million, will be paid for the six months ending September 30, 2023[1] Corporate Governance - The Company has complied with all code provisions set out in the Corporate Governance Code throughout FY 2023/24[167] - The Board currently comprises eight members, including three executive directors and five non-executive directors[170] - The Company has established various board committees to handle different aspects of its affairs[168] - The Board is responsible for formulating business strategies, directing the Group's development, and ensuring adequate systems of risk management and internal control[168] - The Company has maintained a record of Directors' participation in training programs and their commitments to other public companies[192] Share Options and Awards - The Old Share Option Scheme, adopted on July 23, 2013, expired on July 23, 2023, with no further options granted thereafter[124] - The New Share Option Scheme was adopted on August 4, 2023, and is valid for 10 years, allowing the company to provide incentives to eligible participants[128] - The maximum number of shares for all options under the New Share Option Scheme is 142,012,234, representing 10% of the issued shares on the Adoption Date[130] - No share options have been granted under the New Share Option Scheme as of the date of the report[133] Employee and Social Responsibility - The total remuneration for employees for FY 2023/24 was approximately HK$131.8 million, with a total of 152 employees as of March 31, 2024[52] - The Group made a charitable donation of HK$20,000 during FY 2023/24[5] - The group made approximately HK$2.4 million in employer contributions to the PRC Pension Scheme during FY 2023/24[121] Risk Management and Compliance - The Audit Committee assessed the adequacy and effectiveness of the Group's risk management and internal control systems[200] - The committee also reviewed the unaudited financial statements for the six months ended September 30, 2023[200] - The Company emphasizes the importance of regulatory compliance and due diligence in its operations, particularly in the Hong Kong and Mainland China markets[158]

Financial Performance - Revenue decreased by 89.4% to HKD 532.7 million (2023: HKD 5,004.6 million) [2] - Profit for the year decreased by 76.6% to HKD 298.5 million (2023: HKD 1,275.5 million), with basic earnings per share at 21.02 cents (2023: 89.85 cents) [2] - Total comprehensive income for the year was HKD 298.8 million, down from HKD 1,267.0 million in the previous year [5] - Gross profit for the year was HKD 168.6 million, down from HKD 1,987.8 million in the previous year [3] - Operating profit for the year was HKD 435.8 million, compared to HKD 1,634.3 million in the previous year [3] - The group’s pre-tax profit for the year ended March 31, 2024, was HKD 313,131,000, compared to HKD 1,529,180,000 in the previous year [18] - The group’s total financial costs for the year were HKD 122,667,000, compared to HKD 105,092,000 in the previous year [18] - Basic earnings per share for the year ended March 31, 2024, is HKD (6.04), a significant decrease from HKD 91.53 in the previous year [32] - The company reported a net profit attributable to equity shareholders of HKD 298,450,000, down from HKD 1,275,460,000 in the previous year [29] Dividends and Equity - The board does not recommend the payment of a final dividend for the year ended March 31, 2024 [2] - The company did not declare a final dividend for the year ended March 31, 2024, compared to a final dividend of HKD 0.05 per share in the previous year [28] - Total equity decreased to HKD 2,953.0 million from HKD 2,981.8 million in the previous year [7] Assets and Liabilities - Net asset value as of March 31, 2024, was HKD 2,953.0 million [7] - Non-current assets increased to HKD 6,880.5 million from HKD 5,528.2 million in the previous year [6] - Current liabilities increased to HKD 2,123.9 million from HKD 1,235.7 million in the previous year [7] - As of March 31, 2024, the group has bank loans of HKD 1,657,064,000 due within 12 months, while holding cash and cash equivalents of HKD 62,562,000 [8] - The group has outstanding bank loans of approximately HKD 5.841 billion as of March 31, 2024, an increase from HKD 4.630 billion a year earlier [55] - The total bank loans for 2024 stand at HKD 5,840,930,000, compared to HKD 4,630,054,000 in 2023 [38] - A financial covenant breach with a bank has resulted in a loan of HKD 192,914,000 becoming immediately repayable, with HKD 130,912,000 reclassified as current liabilities [8] Revenue Segmentation - Total revenue for the year ended March 31, 2024, was HKD 532,691,000, a decrease from HKD 5,004,560,000 in the previous year [18] - Revenue from external customers in the construction segment was HKD 77,648,000, compared to a loss of HKD 88,954,000 in the previous year [22] - Property leasing segment generated revenue of HKD 276,531,000, up from HKD 243,072,000 year-over-year [18] - Property development segment reported revenue of HKD 178,512,000, significantly down from HKD 4,850,442,000 in the previous year [22] Future Outlook and Risks - The group expects to liquidate most of its property inventory following the Hong Kong government's removal of demand management measures for residential property transactions in February 2024 [8] - There are inherent uncertainties regarding the successful sale of property inventory and obtaining necessary funding from the controlling shareholder [10] - If the group fails to implement its plans, it may need to adjust the carrying value of its assets and liabilities, which has not been reflected in the financial statements [11] - There is a significant uncertainty regarding the group's ability to continue as a going concern, as it has bank loans of HKD 1,657,064,000 due within twelve months, while holding only HKD 62,562,000 in cash and cash equivalents [67] Accounting and Compliance - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from April 1, 2023, which do not have a significant impact on its financial performance or position [12] - The group is subject to new accounting guidelines regarding the offsetting mechanism for long service payments, effective from May 1, 2025 [13] - The group is currently assessing the impact of new accounting standards that have been issued but not yet effective, with no significant impact expected on financial performance [15] - The independent auditor confirmed that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2024 [66] Employee and Operational Information - The total employee costs, including director remuneration, amounted to HKD 131,791,000, down from HKD 156,584,000 [26] - The group had a total of 152 employees as of March 31, 2024, with total employee compensation for the 2023/24 fiscal year amounting to approximately HKD 131.8 million [61] Projects and Developments - The "Ming Qiao Hui" residential project has sold over 98% of its 776 units, with a total floor area of approximately 400,000 square feet [45] - The "Ming Jun" project has sold all 76 residential units, with approximately 31% delivered to buyers, generating revenue for the 2023/24 fiscal year [46] - The North Point project, with a total floor area of about 30,000 square feet, is expected to be completed in the second half of 2027 [48] - The group is developing iTech Tower 3.1 and 3.2, with the latter's foundation work currently underway and expected completion around 2026 [51] General Information - The annual general meeting is scheduled for August 22, 2024 [65] - The annual report for the 2023/24 fiscal year will be distributed to shareholders and made available on the company's website [69] - The management team and employees were acknowledged for their dedication and support from shareholders and business partners [70]

Sales and Development Projects - The Grand Marine residential development has sold over 94% of its 776 units, totaling approximately 400,000 square feet[15]. - The Grands project has achieved approximately 56% sales of its 76 units, with contracted sales amounting to approximately $210 million[16]. - The Fanling project is planned to be completed by mid-2025, with a total gross floor area of approximately 36,000 square feet[17]. - The North Point project is expected to be completed by 2027, covering a site area of approximately 3,240 square feet with a developable gross floor area of approximately 30,000 square feet[18]. - Cristallo luxury residential project has sold 15 out of 18 units as of September 30, 2023[22]. Financial Performance - The Group's consolidated revenue for FH 2023/24 was $191.7 million, a significant decline of 96.1% from $4,920.1 million in FH 2022/23[29]. - Consolidated gross profit decreased by 95.2% to $97.4 million in FH 2023/24, down from $2,036.7 million in the previous period[29]. - Net profit for FH 2023/24 decreased by 92.1% to $111.1 million, down from $1,410.2 million in FH 2022/23[32]. - Total comprehensive income for the period was HK$116.81 million, a decrease from HK$1,392.66 million in the same period of 2022[43]. - The profit for the period was HK$111.12 million, down from HK$1,410.17 million in the previous year[43]. Revenue and Expenses - Revenue from data centre leasing increased by 17% year-on-year to $133.2 million, driven by higher utilization rates[24]. - Construction revenue from external customers for the six months ended September 30, 2023, was $35.7 million, reflecting a 20.1% increase compared to the same period in 2022[25]. - Operating expenses reduced by 84.0% to $45.2 million in FH 2023/24, compared to $282.6 million in FH 2022/23, primarily due to decreased property sales[29]. - Revenue for the six months ended September 30, 2023, was approximately HK$191.70 million, a significant decrease from HK$4,920.09 million in the same period of 2022[41]. Assets and Liabilities - The Group's outstanding bank borrowings increased to approximately $5,587 million as of September 30, 2023, from approximately $4,630 million on March 31, 2023[33]. - Cash and bank balances as of September 30, 2023, were approximately $573.6 million, a decrease from approximately $611.8 million on March 31, 2023[34]. - Total assets as of September 30, 2023, amounted to HKD 7,342,859,000, an increase from HKD 6,914,563,000 as of March 31, 2023, representing a growth of approximately 6.2%[47]. - The Group's total trade and other payables were $189,442,000 as of September 30, 2023, down from $197,905,000 in March 2023[103]. Shareholder Information - The company declared dividends of HKD 283,908,000 for the current year, compared to HKD 56,782,000 for the previous year, indicating a significant increase in shareholder returns[48]. - Basic earnings per share for the six months ended September 30, 2023, was $0.08, down from $0.99 in the same period of 2022[87]. - The total number of issued and fully paid shares increased to 1,420,222,000, up from 1,419,812,000 as of March 31, 2023, reflecting an increase of 0.03%[111]. - The company declared an interim dividend of 4.0 HK cents per share, payable on December 20, 2023, to shareholders registered on December 1, 2023[123]. Corporate Governance - The Company has complied with all code provisions set out in the Corporate Governance Code throughout the first half of 2023/24[155]. - All Directors confirmed their compliance with the Model Code for Securities Transactions throughout the first half of 2023/24[156]. - The Audit Committee reviewed the Group's unaudited condensed consolidated interim financial statements for the first half of 2023/24 with no disagreements noted[157]. Segment Performance - For the six months ended September 30, 2023, total segment revenue was HK$191.7 million, with construction segment revenue at HK$171.5 million, property leasing at HK$151.6 million, and property development at HK$18.9 million[64]. - The segment results showed a profit before taxation of HK$111.8 million, with construction contributing HK$12.2 million, property leasing HK$92.2 million, and property development reporting a loss of HK$5.0 million[64]. Investment Properties - An unrealized fair value gain on investment properties of $109.8 million was recognized in FH 2023/24, compared to a loss of $4.1 million in the previous period[30]. - The Group recognized a net fair value gain of $109,822,000 on investment properties as of September 30, 2023, compared to a net loss of $4,134,000 in 2022[94].