[Annual Consolidated Results Announcement](index=1&type=section&id=Annual%20Consolidated%20Results%20Announcement) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section outlines the consolidated statement of profit or loss and other comprehensive income and the consolidated statement of financial position for Heng He Construction Holdings Limited for the year ended March 31, 2025, showcasing the company's financial performance and year-end financial position during the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 273,600 | 383,102 | (109,502) | -28.58% | | Direct Costs | (273,366) | (376,086) | 102,720 | -27.31% | | Gross Profit | 234 | 7,016 | (6,782) | -96.67% | | Other Income | 1,781 | 1,061 | 720 | 67.86% | | Administrative and Other Operating Expenses | (20,708) | (20,642) | (66) | 0.32% | | Operating Loss | (18,693) | (12,565) | (6,128) | 48.77% | | Finance Costs | – | (146) | 146 | -100.00% | | Loss Before Tax | (18,693) | (12,711) | (5,982) | 47.06% | | Income Tax | (218) | (144) | (74) | 51.39% | | Loss and Total Comprehensive Income for the Year | (18,911) | (12,855) | (6,056) | 47.11% | | Basic and Diluted Loss Per Share (HK cents) | (2.3) | (1.5) | (0.8) | 53.33% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Key Data from Consolidated Statement of Financial Position | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Non-current Assets | 410 | 274 | 136 | 49.64% | | Current Assets | 368,665 | 394,990 | (26,325) | -6.67% | | **Liabilities** | | | | | | Current Liabilities | 126,406 | 133,684 | (7,278) | -5.44% | | **Equity** | | | | | | Total Equity | 242,669 | 261,580 | (18,911) | -7.23% | | Net Current Assets | 242,259 | 261,306 | (19,047) | -7.29% | - Property, plant and equipment within non-current assets significantly increased from **33 Thousand HKD** in 2024 to **220 Thousand HKD** in 2025, a **566.67% increase**[5](index=5&type=chunk) - Contract assets decreased from **247,602 Thousand HKD** in 2024 to **230,499 Thousand HKD** in 2025, a **6.99% decrease**[5](index=5&type=chunk) - Trade and other receivables increased from **50,348 Thousand HKD** in 2024 to **54,072 Thousand HKD** in 2025, a **7.40% increase**[5](index=5&type=chunk) - Cash and bank balances decreased from **78,565 Thousand HKD** in 2024 to **72,999 Thousand HKD** in 2025, a **7.08% decrease**[5](index=5&type=chunk) - Trade and other payables decreased from **113,892 Thousand HKD** in 2024 to **100,350 Thousand HKD** in 2025, an **11.90% decrease**[5](index=5&type=chunk) [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) This section elaborates on the Group's accounting policies, revenue composition, various expenses, tax treatment, loss per share calculation, aging analysis of receivables and payables, and contingent liabilities, providing supplementary information for understanding the consolidated financial statements [General Information and Basis of Presentation](index=5&type=section&id=General%20Information%20and%20Basis%20of%20Presentation) - The Group primarily operates as a **foundation works contractor in Hong Kong**[7](index=7&type=chunk) - The company was incorporated in the Cayman Islands on September 29, 2014, and listed on the **Hong Kong Stock Exchange on April 16, 2015**[7](index=7&type=chunk)[8](index=8&type=chunk) - The financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, complying with the **Listing Rules of the Stock Exchange**[8](index=8&type=chunk) [Changes in Accounting Policies](index=5&type=section&id=Changes%20in%20Accounting%20Policies) - Certain amendments to Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants became effective for the **first time in the current accounting period**[9](index=9&type=chunk) - These changes in accounting policies had **no significant impact** on the preparation or presentation of the Group's financial performance and financial position for the current or prior periods[10](index=10&type=chunk) - The Group has **not applied any new standards or interpretations** that are not yet effective for the current accounting period[10](index=10&type=chunk) [Revenue and Segment Information](index=6&type=section&id=Revenue%20and%20Segment%20Information) - Revenue refers to **construction contract revenue earned during the year**[12](index=12&type=chunk) - The chief operating decision-maker views the Group's business as a **single operating segment**, operating solely in Hong Kong, thus no segment information is presented[13](index=13&type=chunk) [Other Income](index=6&type=section&id=Other%20Income) Details of Other Income | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank Interest Income | 556 | 587 | (31) | -5.28% | | Interest Income from Lease Receivables | – | 130 | (130) | -100.00% | | Sale of Scraps | 1,100 | 275 | 825 | 300.00% | | Others | 125 | 69 | 56 | 81.16% | | **Total** | **1,781** | **1,061** | **720** | **67.86%** | [Loss Before Tax](index=6&type=section&id=Loss%20Before%20Tax) Key Deductions for Loss Before Tax | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | **Finance Costs** | | | | | | Interest on Lease Liabilities | – | 146 | (146) | -100.00% | | **Staff Costs** | | | | | | Defined Contribution Retirement Plan Contributions | 730 | 785 | (55) | -7.01% | | Salaries, Wages and Other Benefits | 32,266 | 32,162 | 104 | 0.32% | | **Other Items** | | | | | | Depreciation | 126 | 101 | 25 | 24.75% | | Net Exchange Loss | 140 | 1,421 | (1,281) | -90.15% | | Impairment Provision for Trade and Other Receivables and Contract Assets | 1,335 | 55 | 1,280 | 2327.27% | | Auditor's Remuneration (Audit Services) | 980 | 1,080 | (100) | -9.26% | [Income Tax](index=7&type=section&id=Income%20Tax) Income Tax Expense Details | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Hong Kong Profits Tax Provision for the Year | 167 | 149 | 18 | 12.08% | | Under-provision in Prior Years | – | 10 | (10) | -100.00% | | Origination and Reversal of Temporary Differences | 51 | (15) | 66 | -440.00% | | **Total** | **218** | **144** | **74** | **51.39%** | - Hong Kong profits tax adopts a two-tiered tax rate, with the first **2,000,000 HKD** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[17](index=17&type=chunk) - The 2025 Hong Kong profits tax provision includes a **100% tax reduction** (up to **1,500 HKD**) for the 2024-2025 assessment year from the government[17](index=17&type=chunk) - The Group is **not subject to any income tax** in the Cayman Islands and British Virgin Islands[18](index=18&type=chunk) [Loss Per Share](index=8&type=section&id=Loss%20Per%20Share) Loss Per Share Data | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss Attributable to Equity Holders of the Company (Thousand HKD) | 18,911 | 12,855 | 6,056 | 47.11% | | Weighted Average Number of Shares in Issue (Shares) | 830,000,000 | 830,000,000 | 0 | 0.00% | | Basic and Diluted Loss Per Share (HK cents) | (2.3) | (1.5) | (0.8) | 53.33% | - There were **no potential dilutive shares** for the years ended March 31, 2025, and 2024[20](index=20&type=chunk) [Trade and Other Receivables](index=8&type=section&id=Trade%20and%20Other%20Receivables) Details of Trade and Other Receivables | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables (net of impairment provision) | 44,423 | 23,807 | 20,616 | 86.60% | | Deposits, Prepayments and Other Receivables | 4,961 | 7,102 | (2,141) | -30.15% | | Retention Receivables (net of impairment provision) | 4,688 | 19,439 | (14,751) | -75.88% | | **Total** | **54,072** | **50,348** | **3,724** | **7.40%** | Aging Analysis of Trade Receivables | Aging | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 1 month | 41,872 | 14,223 | 27,649 | 194.39% | | Over 1 month but within 2 months | – | 8,757 | (8,757) | -100.00% | | Over 2 months but within 3 months | 885 | 827 | 58 | 7.01% | | Over 3 months | 1,666 | – | 1,666 | N/A | | **Total** | **44,423** | **23,807** | **20,616** | **86.60%** | - Trade receivables are generally **due within 30-90 days** from the invoice date[22](index=22&type=chunk) - As of March 31, 2025, **3,828 Thousand HKD** in deposits were pledged to issue performance guarantees[21](index=21&type=chunk) [Trade and Other Payables](index=9&type=section&id=Trade%20and%20Other%20Payables) Details of Trade and Other Payables | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 48,764 | 59,884 | (11,120) | -18.57% | | Project Provisions | 22,954 | 19,395 | 3,559 | 18.35% | | Other Payables and Accrued Expenses | 28,632 | 34,613 | (5,981) | -17.28% | | **Total** | **100,350** | **113,892** | **(13,542)** | **-11.89%** | Aging Analysis of Trade Payables | Aging | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 1 month | 37,082 | 3,049 | 34,033 | 1116.39% | | Over 1 month but within 2 months | 4,671 | 49,612 | (44,941) | -90.58% | | Over 2 months but within 3 months | 4,714 | 2,010 | 2,704 | 134.53% | | Over 3 months | 2,297 | 5,213 | (2,919) | -56.00% | | **Total** | **48,764** | **59,884** | **(11,120)** | **-18.57%** | [Dividends (Notes)](index=10&type=section&id=Dividends%20(Notes)) - The Board resolved **not to declare any dividends** for the year ended March 31, 2025 (2024: nil)[25](index=25&type=chunk) [Contingent Liabilities (Notes)](index=10&type=section&id=Contingent%20Liabilities%20(Notes)) Amount of Contingent Liabilities | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Contingent Liabilities for Performance Guarantees | 58,524 | 112,229 | (53,705) | -47.85% | - Performance guarantees are undertakings by the Group for the proper fulfillment of project responsibilities by its subsidiaries, expected to be **released in accordance with the terms of each construction contract**[26](index=26&type=chunk) [Management Discussion and Analysis](index=11&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed analysis of the Group's business operations, financial performance, liquidity, capital structure, employee situation, future outlook, and major investment plans, highlighting a significant decline in revenue and gross profit, an expanded loss, but stable liquidity, and expresses optimism for the recovery of the Hong Kong construction industry [Business Review](index=11&type=section&id=Business%20Review) - The Group primarily operates as a **foundation works contractor in Hong Kong**, responsible for foundation and related works, including demolition, site formation, on-site land investigation, and general building works[27](index=27&type=chunk) - The Group focuses on **design and build projects** due to their flexibility and ability to offer cost-effective alternative design solutions[28](index=28&type=chunk) - In the 2024/25 financial year, the Group was **not awarded any new projects**[28](index=28&type=chunk) - As of March 31, 2025, there were **six ongoing projects** with an outstanding contract sum of **416.4 Million HKD**[28](index=28&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) Financial Performance Overview | Indicator | FY2024/25 (Million HKD) | FY2023/24 (Million HKD) | Change (Million HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 273.6 | 383.1 | (109.5) | -28.58% | | Gross Profit | 0.2 | 7.0 | (6.8) | -97.14% | | Gross Profit Margin | 0.1% | 1.8% | -1.7% | -94.44% | | Administrative and Other Operating Expenses | 20.7 | 20.6 | 0.1 | 0.49% | | Loss for the Year | 18.9 | 12.9 | 6.0 | 46.51% | - The decrease in revenue was primarily due to **agreed and ascertained damages** incurred for unexpected delays in certain foundation projects, and changes in variable consideration estimates for projects completed in prior years[30](index=30&type=chunk) - The top three projects contributed **234.7 Million HKD** in revenue (2024: **240.1 Million HKD**), with the largest project contributing **44.7% of total revenue**[30](index=30&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) Liquidity and Capital Structure Indicators | Indicator | March 31, 2025 | March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Current Ratio | 2.9 | 3.0 | -0.1 | | Gearing Ratio | 5.4% | 5.0% | +0.4% | - The increase in the gearing ratio was primarily due to a **decrease in total equity** resulting from the annual loss[31](index=31&type=chunk) - As of March 31, 2025, cash and bank balances were **73.0 Million HKD** (2024: **78.6 Million HKD**), of which **41.6 Million HKD** were restricted bank balances[32](index=32&type=chunk) - The Group's capital structure comprises **242.7 Million HKD** in equity and **13.0 Million HKD** in debt[32](index=32&type=chunk) - The Group has **190.0 Million HKD** in bank facilities, of which approximately **150.1 Million HKD** remains unutilized and unrestricted[32](index=32&type=chunk) [Employees](index=13&type=section&id=Employees) Number of Employees | Year | Number of Employees | Change | Change Rate | | :--- | :--- | :--- | :--- | | March 31, 2025 | 47 | -1 | -2.08% | | March 31, 2024 | 48 | | | - The Group offers **competitive remuneration packages**, including salaries, performance bonuses, training, and MPF contributions, determined by market levels, individual performance, and Group business performance[33](index=33&type=chunk) [Capital Commitments](index=13&type=section&id=Capital%20Commitments) - As of March 31, 2025, the Group had **no capital commitments** (2024: nil)[34](index=34&type=chunk) [Contingent Liabilities (Management Discussion and Analysis)](index=13&type=section&id=Contingent%20Liabilities%20(Management%20Discussion%20and%20Analysis)) - Except as disclosed in Note 11, the Group had **no other contingent liabilities** as of March 31, 2025[35](index=35&type=chunk) [Plans for Material Investments, Major Acquisitions or Disposals of Subsidiaries and Affiliated Companies, and Major Investments or Capital Assets](index=13&type=section&id=Plans%20for%20Material%20Investments%2C%20Major%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies%2C%20and%20Major%20Investments%20or%20Capital%20Assets) - During the 2024/25 financial year, the Group had **no material investments, major acquisitions, or disposals of subsidiaries and affiliated companies**[36](index=36&type=chunk) - As of March 31, 2025, there were **no other plans for major investments or capital assets**[36](index=36&type=chunk) [Future Prospects](index=14&type=section&id=Future%20Prospects) - The Group anticipates a **mid-term recovery in the Hong Kong construction industry**, benefiting from government policies to increase land supply and infrastructure investment[37](index=37&type=chunk) - The Board is confident in the Group's ability to achieve **growth in net profit and operational scale** in the future, leveraging its reputation, listing platform, and sound financial position[37](index=37&type=chunk) - To maintain competitiveness, the Group will continue to **expand capacity, enhance foundation design capabilities, and improve project management skills** to provide high-quality and flexible solutions[37](index=37&type=chunk) [Other Information](index=14&type=section&id=Other%20Information) This section covers non-financial information such as dividend policy, register of members arrangements, securities transactions, post-reporting events, corporate governance practices, audit committee responsibilities, auditor's scope of work, and report publication, aiming to provide transparency on the company's operations and governance [Dividends (Other Information)](index=14&type=section&id=Dividends%20(Other%20Information)) - The Board resolved **not to declare a final dividend** for the 2024/25 financial year[38](index=38&type=chunk) [Closure of Register of Members](index=14&type=section&id=Closure%20of%20Register%20of%20Members) - To ensure the right to attend and vote at the Annual General Meeting, the company will **suspend registration of members from Tuesday, September 9, 2025, to Friday, September 12, 2025**[39](index=39&type=chunk) - Shareholders must ensure all completed share transfer forms, together with share certificates, are delivered to the Hong Kong share registrar by **4:30 p.m. on Monday, September 8, 2025**[39](index=39&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=14&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) - During the current year, **neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities**[40](index=40&type=chunk) [Events After Reporting Period](index=14&type=section&id=Events%20After%20Reporting%20Period) - The Board is **not aware of any significant events** requiring disclosure that occurred after March 31, 2025, up to the date of this announcement[41](index=41&type=chunk) [Corporate Governance](index=14&type=section&id=Corporate%20Governance) - The company is committed to achieving **high standards of corporate governance** and enhancing performance and corporate image through more effective governance procedures[42](index=42&type=chunk) - The company has consistently applied and complied with the **Corporate Governance Code in Appendix C1 of the Listing Rules**, except for a deviation from code provision C.2.1 (separation of roles of Chairman and Chief Executive)[43](index=43&type=chunk) - Mr. Lau Pak Man serves as both Chairman and Chief Executive Officer, an arrangement the Board believes ensures **strategic consistency and continuous execution**, without compromising the balance of power, accountability, and independent decision-making[43](index=43&type=chunk) [Review by Audit Committee](index=15&type=section&id=Review%20by%20Audit%20Committee) - The Audit Committee is composed of **three independent non-executive directors**[44](index=44&type=chunk) - The Audit Committee has **reviewed the Group's consolidated financial statements** for the year ended March 31, 2025[44](index=44&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=15&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) - The company has adopted the **Model Code set out in Appendix C3 of the Listing Rules** as the standard for directors' dealings in the company's securities[45](index=45&type=chunk) - Following inquiry, each director confirmed their **compliance with the required standards** set out in the Model Code during the current year[45](index=45&type=chunk) [Scope of Work of the Auditor](index=15&type=section&id=Scope%20of%20Work%20of%20the%20Auditor) - The Group's auditor, KPMG, has **agreed the figures in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes** in the preliminary announcement with the draft consolidated financial statements[46](index=46&type=chunk) - KPMG's work in this regard does **not constitute an assurance engagement**, and therefore no opinion or assurance conclusion is expressed on the preliminary announcement[46](index=46&type=chunk) [Publication of Annual Results, Annual Report and Environmental, Social and Governance Report](index=16&type=section&id=Publication%20of%20Annual%20Results%2C%20Annual%20Report%20and%20Environmental%2C%20Social%20and%20Governance%20Report) - This results announcement has been **published on the company's website and the Stock Exchange's website**[47](index=47&type=chunk) - The 2024/2025 Annual Report and Environmental, Social and Governance Report will be **dispatched to shareholders upon request** and published on the Stock Exchange's and the company's websites[47](index=47&type=chunk) [Acknowledgement](index=16&type=section&id=Acknowledgement) - The Board expresses gratitude for the **efforts and dedication of the Group's management and all staff**, and the support from shareholders, business associates, and other professionals[48](index=48&type=chunk) [Board Information](index=16&type=section&id=Board%20Information) - As of the date of this announcement, the Board comprises **executive directors Mr. Lau Pak Man, Mr. Cheng Wing Cheong, and Ms. Kwan Kit Sum**; and **independent non-executive directors Mr. Leung Tsz Kin, Mr. Lam Chi Hung, and Ms. Mok Kam Sheung**[50](index=50&type=chunk)

Core Viewpoint - The control of Tongyong Co., Ltd. (通用股份) is likely to shift from Hongdou Group to Jiangsu State-owned Assets, marking a significant change in ownership and potential for mixed-ownership reform in the company [2][6][8]. Group 1: Share Transfer Details - Hongdou Group plans to transfer 389 million shares of Tongyong, representing 24.50% of the total share capital, to Suhao Holdings at a price of 5.44 yuan per share, totaling 2.118 billion yuan [2][5]. - After the transfer, Hongdou Group's shareholding will decrease from 657 million shares (41.35%) to 268 million shares (16.85%), while Suhao Holdings will hold 389 million shares (24.50%) [5][6]. - The transfer does not constitute a related party transaction and does not trigger a mandatory tender offer [6]. Group 2: Background and Implications - Suhao Holdings is a large state-owned enterprise in Jiangsu, primarily engaged in financial and industrial investments, and has a significant role in the province's economic landscape [8]. - The transaction is viewed as a new model for mixed-ownership reform, potentially enhancing Tongyong's market competitiveness and contributing to the high-quality development of China's tire industry [8][9]. - The partnership between state-owned and private enterprises is expected to release new energy for mixed-ownership reform, aiding Tongyong's growth and international expansion [9]. Group 3: Company Performance and Future Outlook - Tongyong has been actively pursuing internationalization and modernization, with production bases in Thailand and Cambodia, and is projected to achieve a net profit of 400 million to 500 million yuan in 2024, representing an increase of 85.19% to 131.48% year-on-year [11]. - The company has experienced strong growth in production and sales, with record output levels from its overseas facilities and a robust domestic market response [11]. - Continued investment in technology, brand marketing, and cost reduction is expected to enhance Tongyong's overall efficiency and market position [11].

Revenue and Financial Performance - For the six months ended September 30, 2024, the Group generated revenue of approximately HK$138.1 million from 10 projects, compared to HK$141.3 million from 9 projects in the same period of 2023, reflecting a decrease of about 2.3%[5][6] - The top five projects contributed approximately HK$136.2 million in revenue, an increase from approximately HK$125.7 million in 2023, representing a growth of about 8.0%[5][6] - Revenue for the first half of 2024/2025 was HK$138.1 million, a decrease of 6.8% compared to HK$141.3 million in the first half of 2023/2024[102] - Total revenue for the six months ended September 30, 2024, was $1,450,000, compared to $530,000 for the same period in 2023[35] - The Group recorded a contract revenue decrease of approximately HK$3.2 million for the six months ended September 30, 2024, compared to the same period in 2023[106] - The Group's loss and total comprehensive income for the period was HK$17.2 million, compared to a loss of HK$32.4 million in the previous year[135] - The loss for the period decreased by HK$15.2 million or 46.9% to HK$17.2 million, compared to a loss of HK$32.4 million in the prior year[117] - Loss from operations narrowed to HK$17.2 million compared to HK$32.2 million in the prior year, indicating a significant improvement in operational efficiency[135] - Basic and diluted loss per share improved to HK$2.08 from HK$3.90 year-on-year[135] Assets and Liabilities - As of September 30, 2024, the company's non-current assets totaled $10,242,252, a decrease from $33,241,274 as of March 31, 2024[25] - Current assets amounted to $244,080,000, down from $261,306,000 as of March 31, 2024[25] - As of September 30, 2024, trade debtors amounted to HK$82,591,000, an increase from HK$50,348,000 as of March 31, 2024[68] - The ageing analysis of trade creditors shows total liabilities of HK$122,417,000 as of September 30, 2024, compared to HK$113,892,000 as of March 31, 2024[63] - Cash and cash equivalents reported at HK$16,531,000 as of September 30, 2024, down from HK$34,711,000 as of March 31, 2024[60] - The company reported a decrease in restricted bank deposits of $1,747,000 during the period[51] - The capital element of leases rentals paid was $65,000, compared to $2,696,000 in the previous year[51] - The company reported a decrease in retained profits to HKD 196,531,000 as of September 30, 2024, down from HKD 213,779,000[167] - Total equity decreased to HKD 244,332,000 as of 30 September 2024, down from HKD 261,580,000 as of 31 March 2024, representing a decline of approximately 6.6%[165] Operational Insights - The Group expects a rebound in the foundation industry in the coming years due to the Hong Kong government's commitment to increasing land supply and infrastructure investments[9] - The Group plans to expand its capacity and reinforce its foundation design and project management skills to capture more business opportunities[9] - The management anticipates continued improvement in operational efficiency and project execution in the upcoming periods[120] - The Group's financial resources and liquidity position remain stable, supported by existing contracts and ongoing projects[118] - The Group's performance bonds are expected to be released in accordance with the terms of the respective construction contracts[88] Staffing and Management - The company incurred staff costs of $17,040,000, an increase from $16,039,000 in the previous year[37] - Key management personnel remuneration for the six months ended September 30, 2024, was HK$3.351 million, an increase from HK$3.141 million in the same period of 2023[93] - As of 30 September 2024, the Group had 49 full-time employees, an increase from 48 as of 31 March 2024[146] Corporate Governance and Compliance - The Company has complied with the Corporate Governance Code, except for a deviation from provision C.2.1[159] - The interim financial report for the six months ended 30 September 2024 is unaudited but has been reviewed by KPMG, with an unmodified review report included[168] - The company confirmed compliance with the Model Code for Securities Transactions by Directors during the reporting period[161] Future Outlook - The Group anticipates a recovery in the construction industry in Hong Kong over the coming years due to government policies on land supply and infrastructure investment[147] - The Board is confident in the Group's ability to expand operational scale and profitability, supported by its strong reputation and financial position[147] - The Group plans to enhance its foundation design capabilities and project management skills to provide high-quality flexible solutions to clients[147] - The company is focused on enhancing its market presence and exploring potential strategic partnerships for future growth[120]

Revenue and Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 138,092,000, a decrease of 2% from HKD 141,308,000 in the same period of 2023[3] - The company's contract revenue for the six months ended September 30, 2024, was approximately HKD 138.1 million, a decrease of about HKD 3.2 million compared to HKD 141.3 million in the same period of 2023[38] - Direct costs decreased to HKD 147,469,000 from HKD 162,797,000, resulting in a gross loss of HKD 9,377,000, improved from a gross loss of HKD 21,489,000 in 2023[3] - The gross loss decreased from approximately HKD 21.5 million in 2023 to about HKD 9.4 million in 2024, with the gross loss margin improving from 15.2% to 6.8%[38] - Operating loss for the period was HKD 17,175,000, significantly reduced from HKD 32,236,000 in the previous year[3] - The total comprehensive loss for the period was HKD 17,248,000, compared to HKD 32,393,000 in the same period last year[3] - Basic and diluted loss per share improved to HKD 2.08 from HKD 3.90 in the previous year[3] - For the six months ended September 30, 2024, the company reported a basic loss per share of HKD 0.021 (17,248,000 HKD loss) compared to a loss of HKD 0.039 (32,393,000 HKD loss) for the same period in 2023[24] Assets and Liabilities - Cash and bank balances decreased to HKD 58,638,000 from HKD 78,565,000 as of March 31, 2024[6] - Total assets decreased to HKD 392,831,000 from HKD 394,990,000[6] - Total equity decreased to HKD 244,332,000 from HKD 261,580,000[9] - The current ratio decreased to 2.6 as of September 30, 2024, from 3.0 as of March 31, 2024[39] - The debt-to-equity ratio increased to 5.3% as of September 30, 2024, from 5.0% as of March 31, 2024, primarily due to a decrease in total equity from losses incurred during the period[39] Operational Highlights - As of September 30, 2024, the company had a total of 10 ongoing projects contributing to revenue, with a total uncompleted contract amount of HKD 523.1 million[35] - The company did not secure any new contracts during the six months ended September 30, 2024[35] - The company’s administrative and other operating expenses decreased by approximately HKD 2.1 million to about HKD 9.2 million compared to HKD 11.3 million in the previous year[38] - As of September 30, 2024, the group had 49 full-time employees, an increase from 48 on March 31, 2024[42] Corporate Governance and Shareholder Matters - The company is committed to high standards of corporate governance and has adhered to the corporate governance code, with the exception of the separation of the roles of Chairman and CEO[50][51] - The board has decided not to declare an interim dividend for the six months ended September 30, 2024, consistent with the previous period[47] - The company and its subsidiaries did not purchase, sell, or redeem any of the company's listed securities during the period[48] - The board expresses gratitude for the efforts of management and all employees, as well as support from shareholders and business associates during the period[56] Future Outlook - The board anticipates a recovery in the construction industry in Hong Kong over the coming years due to government policies aimed at increasing land supply and infrastructure investment[46] Other Financial Information - Other income increased to HKD 1,450,000 from HKD 530,000, driven by bank interest income and sales of scrap materials[18] - The group reported no capital commitments as of September 30, 2024[43] - There were no contingent liabilities other than those disclosed in note 11 as of September 30, 2024[44] - The interim financial report for the six months ended September 30, 2024, was reviewed by KPMG and is included in the report[53]

Financial Performance - The company reported a gross profit of HK$383.1 million, an increase of HK$50.7 million from FY22/23[9]. - Revenue decreased by HK$12.9 million, a decline of 1.8% from FY22/23[21]. - For the financial year 2023/24, the Group reported revenue of approximately HK$383.1 million and gross profit of HK$7.0 million, compared to HK$332.4 million and HK$5.2 million in the previous year[25]. - The Group recorded a loss of HK$12.9 million for the financial year 2023/24, an improvement from a loss of HK$15.3 million in the previous year[25]. - Contract revenue increased by approximately HK$50.7 million compared to the previous year, while gross profit rose by approximately HK$1.8 million, resulting in a gross profit margin increase to 1.8%[25]. - Administrative and other operating expenses decreased by approximately HK$1.7 million to HK$20.6 million, primarily due to reduced salaries and foreign exchange losses[25]. - The top five projects contributed revenue of HK$306.8 million in 2023, down from HK$316.2 million in 2022, with the largest project accounting for 22.5% of total revenue[25]. Project Management and Operations - The company continues to focus on "design and build" projects to maintain profit margins and safeguard shareholder interests[8]. - The Group emphasizes design and build projects, which provide flexibility and cost efficiency, successfully implementing alternative designs during the financial year[33]. - The management team applies technical knowledge and quality control to overcome complex issues on construction sites[18]. - The Group's project management team experienced a staff turnover rate of 10% in 2024, up from 5% in 2023[42]. - The Group has a stable and experienced management team, which is crucial for delivering high-quality work[42]. Market Conditions and Industry Outlook - The construction industry is expected to perform better due to the government's commitment to increasing land supply for infrastructure development[8]. - The foundation industry’s future growth is heavily dependent on the prosperity of the property market in Hong Kong[40]. - The construction industry is currently benefiting from strong housing needs and large government infrastructure projects[40]. - The Group anticipates a rebound in the foundation industry in the medium run due to the Hong Kong government's policy to increase land supply and commitment to infrastructure investments[71]. - External factors such as government policy changes and economic setbacks may impact the number of new construction projects available[40]. Environmental and Sustainability Initiatives - The company has started using "B100 Biodiesel" to power generators in new projects, reducing greenhouse gas emissions[18]. - The Group is committed to reducing greenhouse gas emissions, noise, and air pollution from project activities to create sustainable value[95]. - The Group emphasizes environmental protection in its projects, considering environmental requirements of potential customers in tender documents[190]. - The Group was awarded the ISO 14001:2015 environmental management system accreditation, valid from August 8, 2020, to September 3, 2026[190]. Corporate Governance and Board Structure - The board consists of six directors, including three independent non-executive directors, which exceeds the requirement of at least one-third independence[122]. - The independent non-executive directors represent 50% of the board, ensuring sufficient independence to safeguard shareholder interests[122]. - The Company has received annual confirmations of independence from all independent non-executive Directors as per the Listing Rules[85]. - The Company considers all independent non-executive Directors to be independent according to the Listing Rules[85]. - The audit committee is composed exclusively of independent non-executive directors, allowing them direct access to external auditors[146]. Shareholding and Capital Structure - As of March 31, 2024, Mr. Lau Pak Man holds a total of 337,520,000 shares, representing 40.67% of the issued share capital of the Company[90]. - Mr. Cheng Wing Cheong has a total of 275,900,000 shares, accounting for 33.24% of the issued share capital[90]. - The Company has a controlled corporation interest held by Mr. Lau Pak Man amounting to 270,000,000 shares, which is 32.53% of the issued share capital[90]. - The largest supplier accounted for 27.5% of the Group's purchases, while the five largest suppliers combined represented 58.3%[92]. - The largest customer contributed 22.5% to the Group's sales, and the five largest customers combined accounted for 88.5%[92]. Financial Position and Capital Commitments - As of March 31, 2024, the Group's cash and bank balances were HK$78.6 million, down from HK$112.0 million in 2023, with restricted bank balances of HK$43.9 million[185]. - The current ratio decreased to 3.0 as of March 31, 2024, from 3.8 in 2023[185]. - The gearing ratio improved to 5.0% as of March 31, 2024, down from 6.7% in the previous year, primarily due to the repayment of HK$5.2 million in lease liabilities[185]. - The Group's equity stood at HK$261.6 million with debts of HK$13.1 million as of March 31, 2024[185]. - As of March 31, 2024, the Group had no capital commitments, consistent with the previous year[67]. Future Plans and Strategic Direction - The Group plans to expand its capacity to capture more business opportunities and enhance its foundation design and project management capabilities[71]. - The Group aims to provide quality and flexible solutions to customers while maintaining competitiveness in a challenging market[96]. - The Board expresses confidence in the Group's future net profit and operational scale growth, supported by its long-standing reputation, listing platform, and robust financial position[96]. - The Company will regularly review the delegation of authority to ensure it meets the Group's needs[126].

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，並明確表示概不就因本公佈全部或任何 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1500） 截至二零二四年三月三十一日止年度的 年度綜合業績公佈 年度綜合業績 現恆建築控股有限公司（「本公司」）董事會（「董事會」）欣然提呈本公司及其附屬公 司（統稱「本集團」）截至二零二四年三月三十一日止年度的年度綜合業績，連同截 至二零二三年三月三十一日止年度的比較數字如下： 1 綜合損益及其他全面收益表 | | | 二零二四年 | 二零二三年 | | --- | --- | --- | --- | | | 附註 | 千元 | 千元 | | 非流動負債 | | | | | 租賃負債 | | – | 65 | | 資產淨值 | | 261,580 | 274,435 | | 資本及儲備 | | | | | 股本 | | 8,300 | 8,300 | | 儲備 | | 253,280 | 266,135 | | 總權益 | | 261,580 | 274, ...

Financial Performance - Revenue for the six months ended September 30, 2023, was approximately HK$141.3 million, a decrease from HK$166.1 million in the same period of 2022[11]. - The Group recorded a gross loss of approximately HK$21.5 million, compared to a gross loss of HK$1.2 million in the corresponding period of 2022, resulting in a gross loss margin increase from 0.7% to 15.2%[24]. - The loss for the period increased by HK$18.9 million or 140% to HK$32.4 million, compared to HK$13.5 million in the prior year[25]. - For the six months ended September 30, 2023, the Group's revenue was approximately HK$141.3 million, a decrease from HK$166.1 million in the same period of 2022, representing a decline of about 14.9%[26]. - The five major projects contributed approximately HK$125.7 million to revenue, down from HK$157.2 million in the previous year, with the largest project accounting for 36.3% of total revenue[26]. - The Group recorded a gross loss of approximately HK$21.5 million, an increase of about HK$20.3 million from a gross loss of HK$1.2 million in the same period last year, resulting in a gross loss margin of 15.2%[26]. - The Group's loss for the period increased by 140% to HK$32.4 million, compared to HK$13.5 million in the same period last year[28]. - Loss from operations increased to HK$32.2 million, up from HK$13.3 million in the prior year, reflecting higher operational challenges[71]. - Total comprehensive loss for the period was HK$32.4 million, compared to a loss of HK$13.5 million in the same period last year[71]. - The company reported a basic and diluted loss per share of HK$3.90 for the six months ended September 30, 2023, compared to HK$1.62 in the previous year[71]. - For the six months ended 30 September 2023, the company reported a loss of HK$32,393,000, compared to a loss of HK$13,453,000 for the same period in 2022, indicating a significant increase in losses[76]. Project and Contract Information - Two new projects with an aggregate contract value of HK$642 million were awarded during the six months ended September 30, 2023[19]. - As of September 30, 2023, nine projects with an outstanding contract sum of HK$900.8 million were in progress[20]. - The top five projects contributed approximately HK$125.7 million in revenue, down from HK$157.2 million in the previous year, with the top project accounting for 36.3% of total revenue[23]. - The increase in gross loss was primarily due to provisions for liquidated and ascertained damages from unexpected delays in certain foundation projects[24]. - The Group's focus on private sector construction projects continues, with an emphasis on becoming the main contractor for design and build contracts[15]. Financial Position and Liquidity - As of September 30, 2023, the current ratio was 3.0, down from 3.8 as of March 31, 2023, while the gearing ratio decreased to 6.5% from 6.7%[30]. - The Group had cash and bank balances of approximately HK$76.7 million as of September 30, 2023, down from HK$112.0 million as of March 31, 2023[30]. - Current assets as of September 30, 2023, totaled HK$364.0 million, slightly down from HK$372.9 million as of March 31, 2023[73]. - Net current assets decreased to HK$241.7 million from HK$274.1 million, indicating a reduction in liquidity[73]. - Total equity as of September 30, 2023, was HK$242.0 million, down from HK$274.4 million as of March 31, 2023[74]. - Cash and cash equivalents at the end of the period decreased to HK$33,259,000 from HK$81,250,000 at the end of the same period last year, representing a decline of 59%[78]. - The total equity attributable to equity shareholders of the company decreased to HK$242,042,000 as of 30 September 2023, down from HK$301,211,000 a year earlier, a reduction of 19.6%[76]. - The company had cash generated from investing activities of HK$3,121,000 for the six months ended 30 September 2023, compared to HK$5,239,000 in the same period of 2022, a decrease of 40.4%[78]. - The company’s retained profits decreased to HK$194,241,000 as of 30 September 2023, down from HK$226,634,000 at the beginning of the period, a decline of 14.3%[76]. Corporate Governance and Management - The company emphasizes its commitment to high standards of corporate governance and transparency[57]. - The board believes that the current arrangement of having the same individual serve as both Chairman and CEO does not impair the balance of power and authority[58]. - The company has resolved not to pay any interim dividend for the six months ended September 30, 2023, consistent with the previous year[52]. - The company has not identified any significant events requiring disclosure after September 30, 2023[54]. - The remuneration of key management personnel for the six months ended September 30, 2023, was HK$3,141,000, a decrease of 15.1% from HK$3,702,000 in the same period of 2022[137]. Future Outlook - The Group expects a rebound in the foundation industry in the coming years due to increased land supply and infrastructure investments by the Hong Kong government[42]. - To maintain competitiveness, the Group plans to expand its capacity, enhance foundation design capabilities, and improve project management skills[43]. Audit and Compliance - The interim financial report was authorized for issue on 27 November 2023, and it is unaudited but reviewed by KPMG[88]. - The interim financial report for In Construction Holdings Limited as of September 30, 2023, has been reviewed and is in compliance with Hong Kong Accounting Standard 34[145]. - The report includes the consolidated statement of financial position, profit or loss, changes in equity, and cash flow for the six-month period ending September 30, 2023[145]. - No significant issues were identified that would indicate the interim financial report is not materially prepared according to the relevant standards[145]. - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, focusing on inquiries and analytical procedures[141]. - The directors are responsible for the preparation and presentation of the interim financial report[145]. - The report confirms that the financial information is accurate and reliable as of the review date[145]. - KPMG conducted the review and issued the report on November 27, 2023[147].

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，並明確表示概不就因本公佈全部或任何 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1500） 截至二零二三年九月三十日止六個月的 未經審核中期業績公佈 中期業績 現恆建築控股有限公司（「本公司」）董事會（「董事會」）欣然提呈本公司及其附屬公 司（統稱「本集團」）截至二零二三年九月三十日止六個月的未經審核綜合中期業績， 連同截至二零二二年同期的比較數字如下： ...

Financial Performance - The Group's revenue for the financial year 2022/23 was HK$332.4 million, down HK$129.8 million from FY21/22[29]. - Gross profit decreased to HK$5.2 million, a decline of HK$86.5 million compared to FY21/22[30]. - For the financial year 2022/23, the Group recorded a net loss of HK$15.3 million, compared to a profit of HK$74.3 million in the previous year[52][55]. - Revenue for the financial year 2022/23 was approximately HK$332.4 million, a decrease of HK$129.8 million from HK$462.2 million in 2021/22[50][51]. - Gross profit for the financial year 2022/23 was approximately HK$5.2 million, down from HK$91.7 million in the previous year, resulting in a gross profit margin decrease to 1.6% from 19.8%[51][53]. - Administrative and other operating expenses increased to approximately HK$22.3 million, primarily due to foreign exchange losses from Renminbi deposits[52][54]. Contracts and Projects - The Group was awarded 2 new contracts with an aggregate contract sum of HK$156.1 million, compared to 5 new contracts totaling HK$411.6 million in the previous financial year[16]. - The Group was awarded two new projects with a total contract value of HK$156.1 million during the financial year 2022/23[42][53]. - As of March 31, 2023, there were seven ongoing or yet-to-commence projects with an outstanding contract sum of HK$427.1 million[42][53]. - The top five projects contributed revenue of HK$316.2 million, with the largest project accounting for 46.4% of total revenue[50][51]. Operational Challenges - The adverse financial results were impacted by loss-making projects due to delays caused by adverse weather and other unforeseen difficulties[15]. - The Group experienced temporary manpower shortages due to COVID-19 infections among staff, which slowed down project progress[14]. - The management is seeking extensions for project completion from employers due to delays caused by uncontrollable factors[15]. - The Group faces risks related to construction delays and potential claims for damages, which could adversely impact financial performance[59][62]. - The Group's financial performance may be adversely affected if it is unable to secure new tenders or obtain new contract awards with comparable contract sums after completing existing contracts[66]. Strategic Focus - The Group aims to focus on "design and build" projects to maintain profit margins and safeguard shareholder interests moving forward[23]. - The Group's focus on design and build projects allows for more cost-efficient construction solutions[41][53]. - The management expressed confidence in the construction industry's resilience as the local economy gradually recovers from COVID-19[23]. - The Group expects a rebound in the foundation industry in the medium run due to government policies on land supply and infrastructure investments[98]. - The Group plans to expand capacity and enhance project management skills to maintain its competitive edge[98]. Leadership and Management - The company has a strong leadership team with extensive experience across various sectors of the construction and engineering industries[106]. - The company is focused on project management, quality control, and strategic development in the construction sector[105]. - The company aims to leverage its experienced management team to enhance operational efficiency and market competitiveness[108]. Financial Position - As of March 31, 2023, the current ratio improved to 4.3 from 3.8 in 2022[83]. - The gearing ratio decreased to 7.4% as of March 31, 2023, down from 6.7% in 2022, primarily due to the repayment of HK$5.0 million in lease liabilities[83]. - The Group's cash and bank balances were HK$112.0 million as of March 31, 2023, compared to HK$147.8 million in 2022, with HK$43.6 million being restricted bank balances[83]. - The Group had no bank overdrafts as of March 31, 2023, maintaining a light debt leverage[83]. - The capital structure consisted of equity of HK$274.4 million and debts of HK$18.3 million as of March 31, 2023[83]. Shareholder Information - The Group's reserves available for distribution to equity shareholders amounted to approximately HK$130,692,000 as of 31 March 2023[141]. - The Board has resolved not to declare a final dividend for the Financial Year 2022/23[128]. - The largest customer contributed 46.4% to the Group's sales, with the five largest customers combined accounting for 95.1%[189]. - The largest supplier accounted for 19.2% of the Group's purchases, while the five largest suppliers combined represented 59.6%[186]. Compliance and Governance - The Company has complied with all necessary registrations and certifications for its business operations in Hong Kong during the financial year 2022/2023[78]. - The Company has received annual confirmations of independence from all independent non-executive Directors[152]. - The independent non-executive directors have confirmed compliance with the non-competition agreements, with no known violations since their inception[171]. - The company has taken out insurance against liabilities and costs associated with defending proceedings against its directors[161]. - The controlling shareholders have declared compliance with the undertakings given under the non-competition agreements disclosed in the prospectus[170]. Employee Information - The Group had 53 full-time employees as of March 31, 2023, an increase from 51 in 2022[87]. - The Group has a low staff turnover rate of 5% in the project management team in 2023, indicating a stable workforce[74].

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，並明確表示概不就因本公佈全部或任何 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1500） 截至二零二三年三月三十一日止年度的 年度綜合業績公佈 年度綜合業績 現恆建築控股有限公司（「本公司」）董事會（「董事會」）欣然提呈本公司及其附屬公 司（統稱「本集團」）截至二零二三年三月三十一日止年度的年度綜合業績，連同截 至二零二二年三月三十一日止年度的比較數字如下： ...