香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公佈全部或任何部分內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 Green Economy Development Limited 綠 色 經 濟 發 展 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1315） 截至二零二三年三月三十一日止年度 經審核年度業績公佈 經審核年度業績 本公司董事（「董事」）會（「董事會」）謹此宣佈其截至二零二三年三月三十一日止年度之經審 核年度綜合業績（「經審核業績」），連同截至二零二二年三月三十一日止年度的相應比較數 字如下。 ...

Financial Performance - The company recorded a revenue of approximately HKD 1,315 million for the six months ended September 30, 2022, a decrease of about 47.1% compared to HKD 2,487 million in the same period last year[8]. - The gross loss for the period was approximately HKD 16.3 million, compared to a gross profit of approximately HKD 82.7 million in the previous interim period[9]. - The loss attributable to owners of the company was approximately HKD 66.6 million, compared to a profit of approximately HKD 40.5 million in the previous interim period[10]. - The earnings per share for the period was approximately HKD 0.89 loss, compared to earnings of approximately HKD 0.61 in the previous interim period[11]. - Total revenue for the six months ended September 30, 2022, was HKD 1,314,531, a decrease of 47% compared to HKD 2,486,622 for the same period last year[58]. - Gross loss for the period was HKD 16,315, compared to a gross profit of HKD 82,675 in the previous year[58]. - The company reported a total comprehensive loss of HKD 84,666 for the period, compared to a comprehensive income of HKD 41,819 in the previous year[58]. - The company reported a pre-tax loss of HKD 61,760 for the six months ended September 30, 2022, compared to a profit of HKD 51,992 in the same period of 2021[90]. - The company reported a basic and diluted loss per share of HKD 0.89 for the period[58]. Revenue Breakdown - The revenue from the building construction segment was approximately HKD 102.1 million, down from approximately HKD 131.3 million in the previous interim period[12]. - The revenue from renovation and improvement works increased to approximately HKD 153.6 million, up from approximately HKD 134.0 million in the previous interim period[14]. - The revenue from property maintenance decreased to approximately HKD 296.1 million from approximately HKD 357.4 million in the previous interim period[16]. - The material trading segment reported revenue of approximately HKD 762.7 million, down from approximately HKD 1,863.9 million in the previous interim period[17]. - The revenue from building construction and related businesses was HKD 102,146, down from HKD 131,344, a decrease of about 22% year-over-year[92]. Operational Changes - The company has ceased its construction operations in Singapore following the voluntary liquidation of its subsidiary, Hong Kong Construction[24]. - The company plans to closely monitor operational cost control to maintain liquidity and market competitiveness amid ongoing challenges from the COVID-19 pandemic[23]. - The company has not conducted any significant acquisitions or disposals of subsidiaries or associates during the reporting period[29]. Financial Position - As of September 30, 2022, current assets and current liabilities were approximately HKD 707.5 million and HKD 518.9 million, respectively, resulting in a current ratio increase from 1.24 to 1.36[30]. - The company's capital debt ratio as of September 30, 2022, was approximately 29.8%, up from 25.3% as of March 31, 2022[34]. - The total interest-bearing loans as of September 30, 2022, were approximately HKD 212.7 million, down from HKD 223.0 million as of March 31, 2022[31]. - The company reported a cash and bank deposit total of approximately HKD 165.1 million as of September 30, 2022, compared to HKD 192.7 million as of March 31, 2022[30]. - As of September 30, 2022, total assets decreased to HKD 707,506,000 from HKD 871,950,000 as of March 31, 2022, representing a decline of approximately 19%[60]. - Current liabilities decreased to HKD 518,882,000 from HKD 704,997,000, a reduction of about 26%[60]. - The company's net assets amounted to HKD 88,852,000, down from HKD 173,518,000, indicating a decrease of approximately 49%[62]. - Inventory significantly decreased to HKD 14,311,000 from HKD 79,806,000, a drop of around 82%[60]. - Trade and other receivables increased to HKD 355,789,000 from HKD 322,628,000, reflecting an increase of about 10%[60]. - The company's equity attributable to owners decreased to HKD 92,929,000 from HKD 177,473,000, a decline of about 48%[62]. Cash Flow and Financing - For the six months ended September 30, 2022, the net cash generated from operating activities was HKD 14,483 thousand, compared to a net cash used of HKD (5,174) thousand in the same period of 2021, indicating a significant improvement[72]. - The net cash used in investing activities was HKD 316 thousand, a recovery from a net cash used of HKD (531) thousand in the previous year, primarily due to increased proceeds from the sale of property, plant, and equipment[72]. - The company raised HKD 1,500 thousand in borrowings during the financing activities, while net cash used in financing activities totaled HKD (40,729) thousand, compared to a net cash generated of HKD 4,070 thousand in the prior year[72]. - Cash and cash equivalents decreased by HKD (25,930) thousand, compared to a decrease of HKD (1,635) thousand in the same period last year[72]. - As of September 30, 2022, the cash and cash equivalents balance was HKD 105,151 thousand, down from HKD 149,896 thousand at the end of the previous year[72]. Employee and Management - Employee count decreased to 193 as of September 30, 2022, down from 422 a year earlier, with total employee compensation amounting to approximately HKD 71.1 million[55]. - The total remuneration for directors and key management personnel for the six months ended September 30, 2022, was HKD 7,993,000, an increase of 13.5% from HKD 7,679,000 in the same period last year[141]. - The roles of the Chairman and CEO are not clearly distinguished, with the same individual, Mr. Zhou Zhe, holding both positions from April 1, 2022, to September 30, 2022[172]. Corporate Governance - The company is committed to establishing good corporate governance practices and has complied with all code provisions during the reporting period[170]. - The Audit Committee, established on December 19, 2011, is responsible for reviewing financial information and risk management, as well as overseeing the relationship with external auditors[173]. - The Audit Committee consists of three independent non-executive directors, including Mr. Wang Weijun as the Chairman[174]. Shareholder Information - As of September 30, 2022, major shareholders included Baichuang Holdings Limited with 887,500,000 shares (11.83%) and Double Energy Limited with 893,856,000 shares (11.92%)[166]. - The company has a total issued share capital of 7,499,999,994 shares as of September 30, 2022, which is the basis for calculating the percentage of shareholdings[161]. - The company did not purchase, sell, or redeem any of its listed securities during the reporting period[168]. - The company did not recommend the payment of dividends for the six months ended September 30, 2022, consistent with the previous year[151].

Financial Performance - The audited revenue for the year ended March 31, 2022, was HKD 4,272,884, compared to HKD 5,236,876 for the previous year, representing a decrease of approximately 18.4%[4] - The gross profit for the year was HKD 89,272, an increase from HKD 80,594 in the previous year, indicating a growth of about 10.9%[4] - The operating profit increased to HKD 33,502 from HKD 23,632, reflecting a growth of approximately 41.5%[4] - The net loss for the year was HKD 15,417, compared to a profit of HKD 5,107 in the previous year, marking a significant decline[4] - Total revenue for the year 2022 was HKD 4,272,884 thousand, a decrease of 18.4% from HKD 5,236,876 thousand in 2021[37] - The company reported a total of HKD 1,301 thousand in profit before interest and tax for the year ending March 31, 2022[43] - The group reported a net loss of HKD 13,566 thousand for 2022, contrasting with a profit of HKD 7,216 thousand in 2021[56] - Basic and diluted loss per share for 2022 was HKD (1.92), compared to earnings of HKD 1.16 per share in 2021[56] - The company recorded total revenue of approximately HKD 4,273 million for the fiscal year ending March 31, 2022, down from approximately HKD 5,237 million in the previous fiscal year, representing a decrease of about 18.4%[63] - Gross profit increased by approximately HKD 8.7 million, rising from about HKD 80.6 million in the previous fiscal year to approximately HKD 89.3 million in the current fiscal year[63] - The annual loss attributable to the company's owners was HKD 13,566, an increase of HKD 12,233 from the previous year[110] Assets and Liabilities - Total assets as of March 31, 2022, were HKD 871,950, up from HKD 851,185 in the previous year, showing an increase of about 2.3%[9] - Current assets increased to HKD 704,997 from HKD 705,696, indicating a slight decrease of approximately 0.1%[9] - The total equity attributable to the owners of the company rose to HKD 177,473 from HKD 154,159, representing an increase of about 15.1%[15] - Total assets for 2022 amounted to HKD 880,680 thousand, up from HKD 858,846 thousand in 2021, indicating a growth of 2.0%[45] - Total liabilities slightly increased to HKD 707,162 thousand in 2022 from HKD 706,791 thousand in 2021, showing a marginal rise of 0.1%[45] - The total current assets amounted to HKD 871,950, down HKD 15,483 from the audited figures[113] - The total liabilities were reported at HKD 704,997, a decrease of HKD 3,250 compared to the audited results[113] Cash Flow and Debt - As of March 31, 2022, the total amount owed to Mr. Huang by the group was approximately HKD 218,878,000, with related interest of approximately HKD 14,879,000, while cash and cash equivalents were only about HKD 132,908,000[24] - The group has not made any repayments to Mr. Huang after March 31, 2022, indicating significant uncertainty regarding the group's ability to continue as a going concern and meet its liabilities[25] - The board has prepared a cash flow forecast for the 18 months ending September 30, 2023, estimating sufficient working capital, assuming an agreement can be reached to defer the loan repayment to Mr. Huang[26] - The group paid HKD 50,000,000 to Mr. Huang on March 31, 2022, which included approximately HKD 25,869,000 for overdue interest and approximately HKD 24,131,000 for principal repayment[24] - The total outstanding principal amount owed to Mr. Huang and Magic Choice as of September 30, 2021, was approximately HKD 243 million, including any accrued interest[23] - The group has not made any repayments to Mr. Huang or related interest since March 31, 2022, raising concerns about its ability to operate normally[25] - The total amount owed to Mr. Huang, including principal and interest, was approximately HKD 243 million as of September 30, 2021[126] - The group has not reached any deferral agreement regarding the loan owed to Mr. Huang as of the report date, creating uncertainty about the going concern basis of the financial statements[130] Revenue Segmentation - Revenue from property maintenance increased to HKD 687,308 thousand in 2022, up 7.4% from HKD 639,764 thousand in 2021[37] - Revenue from material trading significantly decreased to HKD 3,019,179 thousand in 2022, down 27.1% from HKD 4,137,996 thousand in 2021[37] - The external customer revenue for the construction and related businesses was HKD 274,115 thousand in 2022, up from HKD 173,133 thousand in 2021[43] - The building construction segment's revenue increased from approximately HKD 173 million in the previous fiscal year to about HKD 274 million in the current fiscal year, an increase of approximately 58.9%[66] - The renovation and improvement segment's revenue was approximately HKD 292 million, slightly up from HKD 286 million in the previous fiscal year[69] - The property maintenance segment's revenue rose from approximately HKD 640 million to about HKD 687 million, with profit increasing from approximately HKD 53.7 million to about HKD 97.7 million[70] - The material trading segment's revenue was approximately HKD 3,019 million, down from HKD 4,138 million in the previous fiscal year, a decrease of about 27.1%[71] Operational Challenges - The company faced challenges in the construction segment due to COVID-19, leading to increased project costs and a rise in segment losses[67] - The construction materials costs have increased by approximately 20% to 30%, particularly for steel, concrete, and aluminum, impacting profit margins[76] - The company is actively managing costs and expenditures while advancing all project timelines amid ongoing supply chain disruptions[76] - The construction segment is labor-intensive, and significant increases in labor costs could adversely affect profitability[89] - The trade division has relatively low gross margins, making it vulnerable to significant impairments in receivables and fluctuations in transaction prices and exchange rates[91] Corporate Governance and Compliance - The company has engaged internal control consultants to review its internal control systems and established a risk management committee to assist the board in ongoing monitoring[105] - The audit committee has reviewed the accounting policies and practices adopted by the group, including the ongoing concern basis and related assumptions[135] Future Outlook - The company plans to continue focusing on market expansion and new product development strategies[40] - The company aims to establish a modern supply chain management platform for iron ore blending, ensuring stable raw material supply for steel enterprises[81] - The iron ore market size has reached RMB 500 billion, with a positive development trend driven by national infrastructure projects and recovering downstream demand[80] - The company plans to diversify and develop its trading business in 2022, continuing to generate revenue and profit contributions[81]

Green Economy Development Limited 綠色經濟發展有限公司 · (於開曼群島註冊成立之有限公司) 股份代號：1315 ● . ● ● ● ● ● ● ● ● b ● - 12 ● ● ● ● ● ● ● ● ● 目 錄 | --- | --- | |-------|----------------------| | | | | 02 | 公司資料 | | 04 | 管理層討論及分析 | | 15 | | | 16 | 簡明綜合財務狀況表 | | 18 | 簡明綜合權益變動表 | | 19 | 簡明綜合現金流量表 | | 20 | 簡明綜合財務報表附註 | | 39 | 其他資料 | 簡明綜合損益及其他全面收益表 公司資料 周哲 朱小東 王偉軍 執行董事 獨立非執行董事 合規主任 總裁 風險管理委員會 魏明德（於二零二一年八月十三日獲委任） 周哲（主席） 馮嘉倫（於二零二一年八月十三日獲委任） 朱小東 譚德機 黃利平（於二零二一年五月七日獲委任） 王偉軍 黃繼東（於二零二一年五月七日辭任） 張琬 公司秘書 張耀權 審核委員會 王偉軍（主席）（於二零二一年五月七日獲調任） 譚德機（於 ...

Financial Performance - The total revenue for the fiscal year ended March 31, 2021, was approximately HKD 5,237 million, a decrease from HKD 6,247 million in the previous fiscal year[9]. - The company reported a profit attributable to owners of approximately HKD 7.2 million for the fiscal year, compared to a loss of HKD 19.0 million in the previous year[9]. - Basic earnings per share for the fiscal year were approximately HKD 0.12, recovering from a loss of HKD 0.32 per share in the previous year[9]. - Gross profit decreased from approximately HKD 145.4 million in the fiscal year 2020 to about HKD 80.6 million in the fiscal year 2021, a reduction of approximately 64.8 million[21]. - The construction segment's revenue decreased from approximately HKD 202 million in the fiscal year 2020 to about HKD 173 million in the fiscal year 2021[26]. - The renovation and improvement segment's revenue increased to approximately HKD 286 million in the fiscal year 2021, up from HKD 237 million in the previous year[28]. - The property maintenance segment's revenue decreased from approximately HKD 684 million in the fiscal year 2020 to about HKD 640 million in the fiscal year 2021, while segment profit increased from approximately HKD 36 million to HKD 54 million[31]. - The material trading segment reported revenue of approximately HKD 4,138 million in the fiscal year 2021, down from HKD 5,124 million in the previous year[32]. - The company reported a significant increase in revenue for the fiscal year 2021, achieving a total of HKD 1.2 billion, representing a growth of 15% compared to the previous year[81]. - The company reported a net profit margin of 12%, reflecting improved operational efficiency and cost management strategies[81]. Market Outlook - The construction industry in Hong Kong is expected to gradually recover in 2021 due to improved global economic conditions and government investments in infrastructure projects[12]. - The iron ore trading market is expected to grow significantly, with a projected increase of 70% in the iron ore industry by 2021 according to national policies[16]. - The current iron ore market size has reached RMB 500 billion, with a stable upward trend driven by recovering demand in the steel industry[16]. - The company provided a positive outlook for 2022, projecting a revenue growth of 10% to 12%, driven by new product launches and market expansion strategies[81]. - The company is planning to expand its market presence in Southeast Asia, targeting a 15% market share by 2025[81]. Financial Position - As of March 31, 2021, current assets were approximately HKD 851.2 million, while current liabilities were about HKD 705.7 million, resulting in a current ratio of 1.21[35]. - The company had total interest-bearing loans of approximately HKD 246.3 million as of March 31, 2021, compared to HKD 243.0 million in the previous year[36]. - As of March 31, 2021, the group's debt-to-asset ratio was approximately 28.7%, an increase from 23.4% as of March 31, 2020[39]. - Total collateralized assets as of March 31, 2021, amounted to HKD 67,354,000, down from HKD 75,998,000 as of March 31, 2020[41]. - The group has disclosed the significant uncertainties related to its financial position and ongoing operations in the financial statements[163]. Contracts and Projects - The total value of uncompleted contracts as of March 31, 2021, was HKD 4,165,645,000, an increase from HKD 3,793,234,000 as of March 31, 2020[53]. - The group secured new contracts worth HKD 317,505,000 in the building construction segment during the fiscal year 2021[54]. - The group reported a total of HKD 11,496,000 in new contracts for property maintenance during the fiscal year 2021[55]. - The total contract value obtained as of March 31, 2021, for renovation and improvement projects is HKD 366,747,000[58]. - Completed contracts in the building construction segment amounted to HKD 142,022,000, with significant projects including a temple in Singapore valued at HKD 60,352,000 and an extension at Nanyang Technological University valued at HKD 81,670,000[61]. Employee and Compensation - The group employed a total of 440 employees as of March 31, 2021, compared to 330 employees as of March 31, 2020[68]. - Total employee compensation for the fiscal year 2021 was approximately HKD 122 million, a decrease from HKD 127 million in the fiscal year 2020[68]. Corporate Governance - The company has adopted high standards of corporate governance, focusing on long-term financial performance rather than short-term gains[149]. - The board consists of five directors, including two executive directors and three independent non-executive directors[188]. - The audit committee, composed of three independent non-executive directors, reviewed the financial statements for the year ending March 31, 2021[199]. - The company has established specific committees with written terms of reference, including the audit committee, remuneration committee, and nomination committee, as required by the listing rules[175]. Risks and Uncertainties - The group identified several key risks, including labor cost increases and project completion uncertainties, which could adversely affect profitability[44]. - The independent auditor has expressed uncertainty regarding the appropriateness of the going concern basis used in preparing the financial statements due to the lack of a loan extension agreement with Mr. Huang Luohui[163]. - There is significant uncertainty regarding the group's ability to continue as a going concern, which may impact its ability to realize assets and settle liabilities[160]. Shareholder Information - Major shareholders include Mega Start Limited with 600,000,000 shares (10.00%), Fount Holdings Limited with 475,000,000 shares (7.92%), and Earnstar Holding Limited with 350,000,000 shares (5.83%)[137]. - The total issued shares of the company as of March 31, 2021, were 6,000,000,000[132]. - The company plans to raise up to HKD 30 million through a rights issue, offering up to 1,500,000,000 shares at a subscription price of HKD 0.02 per share[154]. Audit and Compliance - The independent auditor, Ernst & Young, resigned due to a lack of consensus on audit fees, and a new auditor, RSM, has been appointed[156]. - The auditors have indicated that the audit qualification regarding the going concern assumption could be removed in the next year's report if the company successfully extends the loan repayment date by at least 12 months beyond March 31, 2022, or secures sufficient financial support to repay the loan[183].

Vision Fame International Holding Limited 允 升 國 際 控 股 有 限 公 司 ( 於関曼群島註冊成立之有限公司 ) 股份代號：1315 7 (A) 户是 2020 中期報告 目 錄 公司資料 02 04 ွ 理 理 討 論 及 分 析 簡明綜合損益及其他全面收益表 12 13 簡明綜合財務狀況表 15 簡明綜合權益變動表 16 簡明綜合現金流量表 17 簡明綜合財務報表附註 32 其他資料 | --- | --- | --- | --- | |--------------------------------------------------------------------------------------------------------------|-------|----------------------------------------------------|----------| | | | | 公司資料 | | | | | | | 執行董事 | | 提名委員會 | | | 周哲(主席) | | 周哲(主席) | | | | | | | | ...

[Chairman's Report](index=5&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) [Performance and Business Review](index=5&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) In FY2019, the Group's total turnover slightly increased by 2% to approximately HKD 1.237 billion, but loss attributable to shareholders significantly expanded to HKD 145.5 million; the Board does not recommend a dividend, while construction-related businesses faced market decline and COVID-19 challenges, and the graphene business was divested following an unauthorized deposit pledge Key Financial Indicators for FY2019 | Indicator | FY2019 | FY2018 | | :--- | :--- | :--- | | Total Turnover | Approx. HKD 1.237 billion | Approx. HKD 1.209 billion | | Loss Attributable to Shareholders | Approx. HKD 145.5 million | Approx. HKD 22.4 million | | Basic Loss Per Share | Approx. HKD 2.42 cents | Approx. HKD 0.37 cents | | Dividend | Not Recommended | Nil | - Construction Business Outlook: The Hong Kong construction market declined in 2019, exacerbated by the COVID-19 pandemic, with a continued downturn expected in 2020; the Group will control costs and actively seek business opportunities, and in Singapore, it has developed prevention and business continuity plans to address the pandemic[11](index=11&type=chunk) - Significant Changes in Graphene Business: Due to former executive director Mr. Dai Jialong's unauthorized pledge of RMB 100 million in bank deposits of subsidiary Wuxi Taike, the company focused on investigation and release of the pledge; the pledged deposit was released in August 2019, and Wuxi Taike was sold to an independent third party in February 2020[12](index=12&type=chunk)[14](index=14&type=chunk) [Management Discussion and Analysis](index=7&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) [Overall Group Performance](index=7&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E6%A5%AD%E7%B8%BE) In FY2019, the Group's total turnover was approximately HKD 1.237 billion, a slight year-on-year increase; gross profit decreased from HKD 68.7 million to HKD 57.7 million, and loss attributable to shareholders significantly expanded to HKD 145.5 million, primarily due to increased impairment losses on property, plant and equipment and trade receivables, higher administrative expenses, and reduced gross profit - Loss attributable to shareholders significantly expanded from **HKD 22.4 million** in FY2018 to **HKD 145.5 million** in FY2019, primarily due to an increase of approximately **HKD 101.4 million** in impairment losses on property, plant and equipment and trade receivables, an increase of approximately **HKD 15.4 million** in administrative expenses due to higher rental and staff costs, and a decrease of approximately **HKD 11 million** in gross profit[19](index=19&type=chunk) [Segment Operating Results](index=7&type=section&id=%E7%B6%93%E7%87%9F%E6%A5%AD%E7%B8%BE) Business segment performance varied, with alteration and addition works and property maintenance segments showing revenue growth but the former's profit declining due to increased costs, while the building construction segment saw slight revenue and profit decreases, and the graphene production and material trading segment's revenue sharply declined, leading to a significant loss of HKD 140.9 million due to substantial impairment losses FY2019 Segment Results (HKD Thousand) | Business Segment | FY2019 Revenue | FY2018 Revenue | FY2019 Profit/(Loss) | FY2018 Profit/(Loss) | | :--- | :--- | :--- | :--- | :--- | | Building Construction | 278,000 | 285,000 | 25,800 | 28,700 | | Alteration and Addition Works | 422,000 | 245,000 | 7,100 | 13,300 | | Property Maintenance | 538,000 | 433,000 | 31,300 | 29,700 | | Graphene Production and Material Trading | 66 | 246,500 | (140,900) | (19,200) | - The substantial loss in the graphene segment was primarily due to the recognition of approximately **HKD 49.9 million** in impairment losses on property, plant and equipment, and approximately **HKD 62.5 million** in impairment losses on trade receivables[25](index=25&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group maintained a sound financial position with a current ratio of 2.09 times and total cash and bank balances of approximately HKD 258.5 million as at March 31, 2019, while the gearing ratio slightly increased to 33.8%, and HKD 117 million in bank deposits were pledged as collateral for a related party's bank financing Financial Position Indicators (as at March 31) | Indicator | 2019 | 2018 | | :--- | :--- | :--- | | Current Assets (HKD Million) | 669.1 | 718.9 | | Current Liabilities (HKD Million) | 320.2 | 263.7 | | Current Ratio | 2.09 times | 2.73 times | | Cash and Bank Balances (HKD Million) | 258.5 | 303.3 | | Total Interest-bearing Loans (HKD Million) | 248.0 | 273.3 | | Gearing Ratio | 33.8% | 32.6% | - As at March 31, 2019, bank deposits totaling **HKD 116.96 million** were pledged as collateral for bank financing obtained by a related party (a company controlled by former director Mr. Dai); this pledged deposit was subsequently released on August 23, 2019[39](index=39&type=chunk)[56](index=56&type=chunk) [Significant Acquisitions and Disposals](index=10&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8) The Group had no significant acquisitions or disposals during the reporting period, but subsequent to the period, on February 28, 2020, it completed the disposal of Wuxi Taike, a subsidiary primarily engaged in graphene production, to an independent third party - Wuxi Taike, a subsidiary primarily engaged in graphene production, was sold to an independent third party on January 20, 2020, with the transaction completed on February 28, 2020[41](index=41&type=chunk) [Use of Proceeds](index=10&type=section&id=%E7%99%BC%E8%A1%8C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%8F%AF%E6%8F%9B%E8%82%A1%E5%82%B5%E5%88%B8%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The Group completed share and convertible bond subscriptions in 2016, raising net proceeds of approximately HKD 289 million, of which HKD 172 million had been utilized by March 31, 2019, primarily for the graphene business, with the remaining HKD 117 million reallocated as working capital following the graphene business entity's disposal Use of Net Proceeds (as at March 31, 2019) | Intended Use | Intended Amount (HKD Million) | Utilized Amount (HKD Million) | Unutilized Amount (HKD Million) | | :--- | :--- | :--- | :--- | | Establishment of Graphene Production Plant and Facilities | 210 | 84 | 126 | | Recruitment of Professionals and Establishment of Laboratories | 20 | 8 | 12 | | General Working Capital | 79 | 79 | 0 | | **Total** | **289** | **172** | **117** | - As Wuxi Taike, the principal subsidiary engaged in graphene production, was sold in early 2020, approximately **HKD 117 million** of unutilized net proceeds have been reallocated and fully used as the Group's working capital[47](index=47&type=chunk) [Principal Risks and Uncertainties](index=11&type=section&id=%E4%B8%BB%E8%A6%81%E9%A2%A8%E9%9A%AA%E5%8F%8A%E4%B8%8D%E7%A2%BA%E5%AE%9A%E5%9B%A0%E7%B4%A0) The Group faces principal risks including rising labor costs, inaccurate project cost estimations, and non-recurring revenue in construction-related businesses, as well as financial risks such as foreign exchange fluctuations, interest rate changes, and related party guarantees, with risks from the graphene production segment reduced due to its disposal - Construction-related segment risks: - Labor-intensive nature leads to risks of rising labor and subcontracting costs[52](index=52&type=chunk) - Inaccurate project time and cost estimations may impact profit margins[53](index=53&type=chunk) - Revenue primarily derived from individual contracting projects, which are non-recurring, requiring new projects to be secured through competitive bidding[53](index=53&type=chunk) - Financial risks: - The Group faces foreign exchange risks from currencies such as HKD, USD, SGD, and RMB[55](index=55&type=chunk) - The Group has not adopted an interest rate hedging policy and needs to monitor interest rate risks[55](index=55&type=chunk) - A bank deposit guarantee of **HKD 117 million** was previously provided for a related party, which was released in August 2019[56](index=56&type=chunk) [Contract Progress](index=13&type=section&id=%E5%90%88%E7%B4%84%E9%80%B2%E5%BA%A6) As at the end of FY2019, the Group's total outstanding contracts amounted to approximately HKD 3.479 billion, with HKD 1.459 billion in new contracts secured and HKD 1.626 billion completed during the year, and an additional HKD 1.732 billion in new contracts secured subsequent to the reporting period Construction-Related Business Contract Progress (HKD Thousand) | Business Segment | Outstanding Contracts as at March 31, 2018 | Contracts Secured in FY2019 | Contracts Completed in FY2019 | Outstanding Contracts as at March 31, 2019 | | :--- | :--- | :--- | :--- | :--- | | Building Construction | 920,264 | 392,741 | (308,847) | 1,004,158 | | Property Maintenance | 2,139,873 | 923,625 | (1,008,852) | 2,054,646 | | Alteration, Renovation, etc. | 585,895 | 142,682 | (308,214) | 420,363 | | **Total** | **3,646,032** | **1,459,048** | **(1,625,913)** | **3,479,167** | - Subsequent to March 31, 2019, and up to the report date, the Group secured new contracts totaling approximately **HKD 1.732 billion**, demonstrating its continued ability to acquire new business[82](index=82&type=chunk) [Employees and Remuneration Policy](index=19&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As at March 31, 2019, the Group employed 261 staff with total remuneration of approximately HKD 90 million, and its remuneration policy is market-referenced and performance-linked to attract, retain, and motivate talent, while the Board's dividend policy considers financial performance, capital requirements, and economic conditions Employee Information | Indicator | March 31, 2019 | March 31, 2018 | | :--- | :--- | :--- | | Total Employees | 261 | 248 | | Total Employee Remuneration | Approx. HKD 90 million | Approx. HKD 87 million | [Biographies of Directors and Senior Management](index=21&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7%E8%A9%B3%E6%83%85) [Biographies of Directors and Senior Management](index=21&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7%E8%A9%B3%E6%83%85) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management members, including their age, position, educational background, professional qualifications, and extensive experience in finance, construction, and management [Report of the Directors](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) [Summary of the Report of the Directors](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) This report outlines the Group's principal activities, financial performance, and dividend recommendations for FY2019, detailing high customer concentration, changes in directors, their interests, and the unauthorized deposit pledge incident related to former director Mr. Dai Jialong, while also addressing the independent auditor's "disclaimer of opinion" with remedial actions taken by the Board - High concentration of major customers and suppliers: - The top five customers accounted for approximately **78.5%** of total sales, with the largest customer accounting for approximately **51.2%**[119](index=119&type=chunk) - The top five suppliers accounted for approximately **40.5%** of total purchases, with the largest supplier accounting for approximately **13.1%**[119](index=119&type=chunk) - Shareholding of Directors and Major Shareholders: Executive Director Mr. Zhou Zhe holds **10.00%** of the company's shares through his wholly-owned company, Mega Start Limited[146](index=146&type=chunk)[148](index=148&type=chunk) - Significant Connected Transactions: The report disclosed that former executive director Mr. Dai Jialong unauthorizedly used **RMB 100 million** in bank deposits of the company's subsidiary, Wuxi Taike, to provide debt guarantees for Jiangyin Youjia Company, which he controlled; this incident led to the suspension of trading in the company's shares and triggered a series of investigations and remedial actions[163](index=163&type=chunk)[166](index=166&type=chunk) - Response to Auditor's Opinion: In response to the "disclaimer of opinion" issued by the auditor regarding Wuxi Taike-related matters, the Board detailed the countermeasures taken, including conducting forensic review, internal control review, releasing the pledged deposit, initiating legal proceedings against customers, and ultimately disposing of Wuxi Taike; the Board believes the relevant audit issues have been resolved[183](index=183&type=chunk)[196](index=196&type=chunk)[198](index=198&type=chunk) [Corporate Governance Report](index=39&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Summary of the Corporate Governance Report](index=39&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) During the reporting period, the company maintained high corporate governance standards, complying with Listing Rules, though it deviated from the code by having the Chairman and CEO roles combined for a period, and acknowledged deficiencies in financial reporting, risk management, and internal controls due to the Wuxi Taike deposit pledge incident, while detailing the composition and responsibilities of its audit, remuneration, and nomination committees - Deviation from Corporate Governance Code: The report acknowledged a deviation from Code Provision A.2.1, which states that the roles of Chairman and Chief Executive Officer should be separate; from September 7, 2018, to March 31, 2019, Mr. Zhou Zhe concurrently held both positions, but the Board believes this structure does not impair the balance of power and authority[206](index=206&type=chunk) - Internal Control Deficiencies: The report acknowledged that due to the unauthorized deposit pledge incident involving Wuxi Taike, the Board was unable to make an informed assessment of the financial information, and the Group had deficiencies in establishing and maintaining its risk management and internal control systems[207](index=207&type=chunk)[210](index=210&type=chunk) - Board and Committees: The Board comprises three executive directors and three independent non-executive directors; the company has established an Audit Committee, Remuneration Committee, and Nomination Committee, with the report detailing each committee's composition, terms of reference, and annual meeting attendance[212](index=212&type=chunk)[223](index=223&type=chunk)[227](index=227&type=chunk)[232](index=232&type=chunk) [Independent Auditor's Report](index=50&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) [Summary of the Independent Auditor's Report](index=50&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) Auditor Ernst & Young issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2019, primarily due to insufficient audit evidence regarding significant matters of principal subsidiary Wuxi Taike, which had a material impact on the Group's net assets and annual loss, preventing an opinion on the financial statements' true and fair view - The auditor issued a "disclaimer of opinion" due to the inability to obtain sufficient audit evidence regarding the accounts of the principal subsidiary, Wuxi Taike[261](index=261&type=chunk) - The basis for the disclaimer of opinion primarily included the following scope limitations: - **Potential Undisclosed Related Party Transactions**: Inability to determine if multiple unusual transactions between Wuxi Taike and Jiangyin Youjia, Wuxi Taiaoyi, Xin Chaoshun, Wuxi Qikai, and other companies should be disclosed as related party transactions[263](index=263&type=chunk) - **Impairment of Property, Plant and Equipment**: Inability to determine if the impairment provision of approximately **HKD 49.9 million** was properly measured[277](index=277&type=chunk) - **Pledged Deposits in Prior Years**: Inability to determine if the classification of pledged time deposits in the 2018 statement of financial position was appropriate[278](index=278&type=chunk) [Consolidated Financial Statements](index=55&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Summary of Financial Statements](index=55&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the Group's consolidated financial statements, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows, along with detailed notes disclosing accounting policy changes, segment information, related party transactions, and post-reporting period events, showing stable FY2019 revenue but increased net loss and decreased total equity due to significant impairment losses Key Consolidated Financial Statement Data (HKD Thousand) | Financial Statement Item | March 31, 2019 | March 31, 2018 | | :--- | :--- | :--- | | **Consolidated Statement of Profit or Loss** | | | | Revenue | 1,237,444 | 1,209,103 | | Gross Profit | 57,709 | 68,746 | | Loss for the Year | (145,451) | (22,372) | | **Consolidated Statement of Financial Position** | | | | Non-current Assets | 64,166 | 118,721 | | Current Assets | 669,060 | 718,934 | | **Total Assets** | **733,226** | **837,655** | | Current Liabilities | 319,708 | 263,725 | | Non-current Liabilities | 262,235 | 259,883 | | **Total Liabilities** | **581,943** | **523,608** | | **Total Equity** | **151,283** | **314,047** | | **Consolidated Statement of Cash Flows** | | | | Net Cash Flows Used in Operating Activities | (11,800) | (214,472) | | Net Cash Flows From/(Used in) Investing Activities | 19,474 | (7,357) | | Net Cash Flows Used in Financing Activities | (28,004) | (14,696) | - Post-Reporting Period Events: - In August 2019, the **RMB 100 million** pledged deposit of Wuxi Taike was released[732](index=732&type=chunk) - In February 2020, the Group completed the disposal of Wuxi Taike[734](index=734&type=chunk) - The outbreak of Novel Coronavirus (COVID-19) in 2019 may affect the Group's business in the coming year[735](index=735&type=chunk) [Five-Year Financial Summary](index=148&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Five-Year Financial Summary](index=148&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This section summarizes the Group's key financial data for five consecutive fiscal years from 2015 to 2019, indicating that revenue fluctuated downwards after peaking in 2016, profitability was volatile with FY2019 recording the largest loss, and total equity significantly declined in 2019 after a substantial increase in 2016 Five-Year Financial Summary (HKD Thousand) | Fiscal Year | 2015 | 2016 | 2017 | 2018 | 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,776,238 | 2,502,744 | 1,507,561 | 1,209,103 | 1,237,444 | | Profit/(Loss) Before Tax | (115,787) | 20,997 | 1,088 | (18,760) | (142,220) | | Profit/(Loss) Attributable to Owners of the Parent | (117,263) | 19,918 | (145) | (22,372) | (145,451) | | Total Assets | 774,791 | 968,660 | 1,039,077 | 837,655 | 733,226 | | Total Liabilities | (748,802) | (644,374) | (734,415) | (523,608) | (581,943) | | Total Equity | 25,989 | 324,286 | 304,662 | 314,047 | 151,283 |