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

[Annual Performance Summary](index=1&type=section&id=Annual%20Performance%20Summary) The Group's FY2024/25 revenue significantly increased by 115% to HKD 1,145.8 million, but turned from a profit last year to a loss of HKD 292.1 million, with basic loss per share of 20.56 cents; the Board does not recommend a final dividend, and net assets are HKD 2,720.8 million [Key Financial Performance](index=1&type=section&id=Key%20Financial%20Performance) The Group's FY2024/25 revenue significantly increased by 115% to HKD 1,145.8 million, but turned from a profit last year to a loss of HKD 292.1 million, with basic loss per share of 20.56 cents; the Board does not recommend a final dividend, and net assets are HKD 2,720.8 million Key Financial Data for FY2024/25 | Metric | FY2025 (HKD '000) | FY2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,145,800 | 532,700 | +115% | | Loss/(Profit) for the Year | (292,100) | 298,500 | Turned from profit to loss | | Basic Loss/(Earnings) Per Share (Cents) | (20.56) | 21.02 | Turned from profit to loss | | Net Assets (End of Period) | 2,720,800 | N/A | N/A | - The Board does **not recommend a final dividend** for the year ended March 31, 2025[3](index=3&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) FY2024/25 revenue increased by 115% to HKD 1,145.8 million, and gross profit increased by 97.4% to HKD 332.7 million; however, due to fair value change of investment properties turned from a gain to a loss, and significantly increased sales expenses, operating profit turned into an operating loss of HKD 169.5 million, ultimately recording a loss for the year of HKD 292.1 million Key Data from Consolidated Statement of Profit or Loss | Metric | FY2025 (HKD '000) | FY2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,145,755 | 532,691 | +115.1% | | Gross Profit | 332,718 | 168,565 | +97.4% | | Other Income and Gains/(Losses) – Net | (33,841) | 6,123 | Turned from profit to loss | | Selling Expenses | (299,583) | (50,387) | +494.6% | | Fair Value Change of Investment Properties | (120,697) | 384,163 | Turned from profit to loss | | Operating Loss/(Profit) | (169,460) | 435,798 | Turned from profit to loss | | Finance Costs | (96,811) | (122,667) | -21.1% | | Loss/(Profit) Before Tax | (266,271) | 313,131 | Turned from profit to loss | | Loss/(Profit) for the Year | (292,055) | 298,450 | Turned from profit to loss | | Basic Loss/(Earnings) Per Share (Cents) | (20.56) | 21.02 | Turned from profit to loss | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This year recorded a net loss of HKD 292.1 million, coupled with other comprehensive loss of HKD 15.573 million, resulting in a total comprehensive loss for the year of HKD 307.6 million, compared to a total comprehensive income of HKD 298.8 million last year Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | FY2025 (HKD '000) | FY2024 (HKD '000) | Change | | :--- | :--- | :--- | :--- | | Loss/(Profit) for the Year | (292,055) | 298,450 | Turned from profit to loss | | Other Comprehensive Income (Net of Tax) for the Year | (15,573) | 306 | Turned from profit to loss | | Total Comprehensive Income for the Year | (307,628) | 298,756 | Turned from profit to loss | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets less current liabilities were HKD 3,566.5 million, a significant decrease from last year; net current liabilities were HKD 3,771.1 million, compared to net current assets of HKD 381.9 million last year, primarily due to reclassification of bank borrowings to current liabilities; net assets decreased to HKD 2,720.8 million Key Data from Consolidated Statement of Financial Position | Metric | March 31, 2025 (HKD '000) | March 31, 2024 (HKD '000) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 7,337,557 | 6,880,503 | +6.6% | | Current Assets | 1,758,778 | 2,505,742 | -29.8% | | Current Liabilities | 5,529,849 | 2,123,872 | +160.4% | | Net Current Liabilities/(Assets) | (3,771,071) | 381,870 | Turned from net assets to net liabilities | | Total Assets Less Current Liabilities | 3,566,486 | 7,262,373 | -50.9% | | Non-current Liabilities | 845,660 | 4,309,367 | -80.4% | | Net Assets | 2,720,826 | 2,953,006 | -7.9% | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. General Information, Basis of Preparation and Going Concern](index=6&type=section&id=1.%20General%20Information%2C%20Basis%20of%20Preparation%20and%20Going%20Concern) The Group primarily engages in building construction, property leasing, and property development; this year recorded a net loss of HKD 292.1 million, with net current liabilities reaching HKD 3,771.1 million, bank borrowings of HKD 5,066.5 million repayable within 12 months, and cash of only HKD 33.624 million, indicating a material uncertainty regarding going concern; management is actively negotiating waivers with banks and considering asset disposals to improve liquidity - The Group primarily engages in **building construction, property leasing, and property development** businesses[9](index=9&type=chunk) - The Group recorded a **net loss of HKD 292.055 million** in FY2024/25, and net current liabilities of **HKD 3,771.071 million** as of March 31, 2025[9](index=9&type=chunk) - As of March 31, 2025, the Group had bank borrowings of **HKD 5,066.492 million** repayable on demand or within twelve months after the reporting date, with cash and bank balances of only **HKD 33.624 million**[9](index=9&type=chunk) - The Group failed to comply with certain financial covenants for bank facilities, leading to **HKD 4,313.943 million** of bank borrowings being reclassified as current liabilities[9](index=9&type=chunk) - Management successfully obtained waivers for **HKD 2,521.649 million** of bank borrowings and is actively negotiating waivers for the remaining non-compliant covenants[10](index=10&type=chunk) - The Group is considering disposing of certain assets, including equity interests in two high-end data centers, **iTech Tower 3.1 and 3.2**, to enhance liquidity and reduce debt[10](index=10&type=chunk)[46](index=46&type=chunk)[60](index=60&type=chunk) - The Directors believe that despite material uncertainties, considering the aforementioned plans and measures, the Group will have **sufficient working capital** and that preparing the consolidated financial statements on a going concern basis is appropriate[11](index=11&type=chunk) [2. Changes in Accounting Policies](index=8&type=section&id=2.%20Changes%20in%20Accounting%20Policies) The Group adopted several new standards, interpretations, and revised HKFRSs since April 1, 2024, but with no material impact on the consolidated financial statements; several standards effective in the future have not been early adopted, and their impact is being assessed - Revisions to Hong Kong Financial Reporting Standards adopted since April 1, 2024, had **no material impact** on the Group's consolidated financial statements[12](index=12&type=chunk) - The Hong Kong Institute of Certified Public Accountants has issued several standards, amendments, and interpretations effective for future accounting periods; the Group has decided **not to early adopt** and is assessing their

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].

[Performance Highlights](index=1&type=section&id=%E6%91%98%E8%A6%81) The Group experienced significant declines in revenue and profit for the six months ended September 30, 2023, primarily due to reduced property sales | Metric | 2023/24 H1 (HK$ Million) | 2022/23 H1 (HK$ Million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 191.7 | 4,920.1 | -96.1% | | Profit for the Period | 111.1 | 1,410.2 | -92.1% | | Basic Earnings Per Share | 7.8 HK$ Cents | 99.3 HK$ Cents | -92.1% | | Interim Dividend | 4.0 HK$ Cents per share | 6.0 HK$ Cents per share | -33.3% | | Net Assets (Period End) | 2,823.7 | - | - | [Condensed Consolidated Financial Statements](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) Consolidated financial statements reflect significant declines in revenue and gross profit, partially offset by investment property fair value gains [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) Revenue and gross profit significantly decreased, while fair value gains on investment properties notably contributed to the period's profit | Item (HK$ Thousands) | 2023/24 H1 | 2022/23 H1 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 191,702 | 4,920,088 | -96.1% | | Gross Profit | 97,369 | 2,036,694 | -95.2% | | Fair Value Change on Investment Properties | 109,822 | (4,134) | N/A | | Operating Profit | 172,097 | 1,757,601 | -90.2% | | Profit Before Tax | 111,753 | 1,707,711 | -93.5% | | Profit for the Period | 111,124 | 1,410,165 | -92.1% | - Excluding the impact of fair value changes on investment properties, the Group's underlying profit was only **HK$1.302 million**, compared to **HK$1.414 billion** in the prior period, reflecting core business challenges due to reduced property sales[27](index=27&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) Investment property revaluation increased total assets, but rising bank loans led to higher liabilities and a slight decrease in net assets | Item (HK$ Thousands) | September 30, 2023 | March 31, 2023 | Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Investment Properties | 5,382,000 | 4,594,220 | +17.1% | | Total Assets | 8,952,831 | 8,150,242 | +9.9% | | **Liabilities and Equity** | | | | | Bank Loans | 5,586,615 | 4,630,054 | +20.7% | | Total Liabilities | 6,129,128 | 5,168,409 | +18.6% | | Net Assets | 2,823,703 | 2,981,833 | -5.3% | [Management Discussion and Analysis](index=15&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) Management reviews segment performance, noting reduced property development revenue and stable data center leasing, while outlining future strategies [Business Review](index=15&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Property development focused on existing project sales, data center leasing showed robust growth, and external construction revenue increased - **Property Development**: - "The Grandeur": Over **94%** of units sold - "The Aura": Completed and pre-sold in June, with approximately **56%** of units sold and contractual sales of approximately **HK$210 million** as of the reporting date - Fanling and North Point projects: Under development, expected to be completed in **2025** and **2027** respectively[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - **Data Center Leasing**: Revenue increased by **17%** year-on-year to **HK$133.2 million**, primarily driven by increased client utilization. Two new data centers in Fanling are under construction, expected to be completed by mid-**2025** and mid-**2026** respectively[42](index=42&type=chunk) - **Construction Business**: Holds total contract value of approximately **HK$2.1 billion**. Construction revenue from external clients was **HK$35.7 million**, a **20.1%** year-on-year increase[43](index=43&type=chunk) [Outlook](index=16&type=section&id=%E5%B1%95%E6%9C%9B) Management anticipates continued economic volatility, focusing on selling remaining residential units and ensuring timely completion of new data centers - The Group maintains a cautious outlook on the economic prospects, facing adverse factors such as rising interest rates, global inflation, and geopolitical tensions[44](index=44&type=chunk) - Future priorities include: - Continuing to sell remaining units of existing residential projects - Ensuring timely completion and delivery of two high-end data centers in Fanling - Cautiously exploring new sustainable development projects[44](index=44&type=chunk) [Financial Review](index=17&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) Consolidated revenue and gross profit significantly declined due to reduced property sales, while financial costs increased due to rising interest rates - Revenue and gross profit significantly decreased, primarily due to a substantial reduction in the number of properties sold from property development projects during the review period[45](index=45&type=chunk) - An unrealized fair value gain of **HK$109.8 million** was recorded (compared to a loss of **HK$4.1 million** in the prior period), mainly from the revaluation of two data centers under development after completing land use conversion procedures[45](index=45&type=chunk) - Financial costs increased by **21.0%** to **HK$60.3 million** due to rising interest rates[45](index=45&type=chunk) [Liquidity and Financial Resources](index=17&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) Cash and bank balances decreased while outstanding bank loans significantly increased, leading to a higher gearing ratio and lower current ratio | Metric | September 30, 2023 | March 31, 2023 | | :--- | :--- | :--- | | Cash and Bank Balances (HK$ Million) | 573.6 | 611.8 | | Outstanding Bank Loans (HK$ Million) | 5,587 | 4,630 | | Gearing Ratio | 197.8% | 155.3% | | Current Ratio | 1.63x | 2.12x | - The increase in bank borrowings was primarily for refinancing part of the land premium and land exchange premium for the two Fanling data center projects, and for funding data center construction[46](index=46&type=chunk) - To mitigate floating interest rate risk, the Group holds interest rate swap contracts with a notional amount of approximately **HK$1.049 billion**[47](index=47&type=chunk) [Other Information](index=15&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) This section covers routine information including dividend distribution, share transfer registration, employee details, and corporate governance - The Board declared an interim dividend of **HK$4.0 cents** per share, payable on December 20, 2023[35](index=35&type=chunk) - As of September 30, 2023, the Group had **156** employees, with total staff remuneration of approximately **HK$73.6 million** for the first half of the year[51](index=51&type=chunk) - The Company complied with all code provisions of the Corporate Governance Code in Appendix 14 to the Listing Rules during the reporting period[52](index=52&type=chunk)

Financial Performance - Revenue for FY 2022/23 reached HK$5,004,560,000, a significant increase from HK$817,867,000 in FY 2021/22[9] - Profit for the year was HK$1,275,460,000, compared to HK$17,547,000 in the previous year, indicating a substantial growth[12] - Underlying profit for FY 2022/23 was HK$1,299,332,000, recovering from a loss of HK$75,167,000 in FY 2021/22[9] - Consolidated revenue for FY 2022/23 reached HK$5,004.6 million, a significant increase of 5.1 times compared to HK$817.9 million in FY 2021/22[14] - Profit attributable to shareholders soared by 71.7 times from HK$17.5 million to HK$1,275.5 million, with an underlying profit of HK$1,299.3 million compared to an underlying loss of HK$75.2 million in FY 2021/22[14] - The consolidated gross profit surged to HK$1,987.8 million, up 31.2 times from HK$61.7 million in FY 2021/22[39] - Net profit for FY 2022/23 grew by 71.7 times to HK$1,275.5 million, compared to HK$17.5 million in FY 2021/22[40] Liquidity and Financial Ratios - The current ratio improved to 2.12 from 0.63 in the previous year, reflecting better liquidity[9] - Gearing ratio decreased to 155.3% from 230.9% in FY 2021/22, indicating reduced financial leverage[9] - Total assets as of March 31, 2023, were HK$8,150,242,000, down from HK$10,673,730,000 in the previous year[12] - Total liabilities decreased to HK$5,168,409,000 from HK$8,548,181,000, showing a reduction in debt levels[12] - The Group's outstanding bank borrowings as of March 31, 2023, were approximately HK$4,630 million, down from HK$4,907 million a year earlier[41] - The gearing ratio improved to approximately 155.3% from 230.9% in the previous year[41] Dividends - Dividends declared for FY 2022/23 amounted to HK$653,105,000, up from HK$397,472,000 in FY 2021/22[9] - The Board recommends a final dividend of 5.0 HK cents per share and a special dividend of 15.0 HK cents per share, totaling 46.0 HK cents per share for FY 2022/23[17] - The company maintains a policy of distributing dividends twice a year, with a mid-term dividend of HKD 6.0 per share and a special mid-term dividend of HKD 20.0 per share already paid[62] Property Development and Projects - The company plans to focus on property development and leasing as part of its future growth strategy[13] - Sales revenue from The Grand Marine project recognized in FY 2022/23 amounted to HK$4.85 billion, with over 92% of the 776 units sold as of 31 March 2023[19] - The Group is developing a luxury residential project in Guangxi Province, China, with an estimated gross floor area of approximately 1,100,000 square feet[28] - The Group is preparing for the pre-sale of The Grands project, which will feature 76 residential units and a resident clubhouse[20] - Foundation works for the Luen Fat Street project are underway, with completion scheduled for mid-2025[21] - The Group acquired properties in North Point for redevelopment into a residential-cum-commercial project, with demolition scheduled for Q3 2023[22] Data Centre Operations - Revenue from data centre leasing increased by 20.5% year-on-year to HK$235.0 million, driven by higher utilization and rental income[29] - Two new high-tier data centres are planned for development in Fanling, with a total gross floor area of approximately 186,000 square feet, scheduled for completion in mid-2025 and mid-2026[30] - The development of two new high-tier data centers in Fanling is on schedule, with completion targeted for mid-2025 and mid-2026[35] Corporate Governance - The company has complied with all code provisions of the Corporate Governance Code throughout FY 2022/23[147] - The Board is responsible for formulating business strategies and monitoring the Group's development, with a focus on risk management and internal control[173] - The Board currently comprises eight members, including four executive directors and four independent non-executive directors[175] - The Company has adopted a board diversity policy, considering factors such as gender, age, and professional experience in Board composition[178] - The Company complies with the Listing Rules, ensuring at least one-third of the Board members are independent non-executive Directors[180] Employee and Management Information - The total remuneration for employees in FY 2022/23 was approximately HK$156.6 million, with 159 employees as of March 31, 2023[52] - The Group operates a Mandatory Provident Fund Scheme for all qualifying employees in Hong Kong, with no forfeited contributions as employer contributions vest fully with employees[127] - The Company has a diverse board with members experienced in banking, architecture, and audit[158][162][165] - The Company continues to expand its management team with experienced professionals in various fields[156][164] Compliance and Legal Matters - There were no significant acquisitions or disposals of subsidiaries during FY 2022/23, and no material future investment plans were disclosed[51][54] - There were no material non-compliance issues with laws and regulations that significantly impacted the company during FY 2022/23[75] - The company did not make any donations to charitable organizations during the year[76] - The company has established environmental management systems certified to ISO 14001:2015, with no material non-compliance reported during FY 2022/23[70] Shareholder Information - The largest customer accounted for 1.4% of the Group's total sales, while the five largest customers together represented 3.9% of total sales for the year[85] - The largest supplier contributed to 11.1% of the Group's total purchases, and the five largest suppliers collectively accounted for 35.2% of total purchases[89] - The chairman, Mr. Chan Hung Ming, holds 921,642,940 shares, representing approximately 64.90% of the issued shares[154] - The CEO, Mr. Lau Chi Wah, holds 106,293,660 shares, representing approximately 7.48% of the issued shares, and has options to subscribe for 1,000,000 shares[154]