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剑虹集团控股(01557) - 2026 - 中期业绩
2025-11-28 11:41
Revenue and Financial Performance - K. H. Group Holdings Limited recorded a revenue of approximately HK$28,320,000 for the six months ended 30 September 2025, a 39.8 times increase from approximately HK$694,000 during the same period in 2024[24]. - The primary revenue during the Period was generated from construction services and Chemical Business in Mainland China amounting to HK$28,320,000, a significant increase from HK$694,000 in the Comparative Period[25]. - Revenue from the Changzhou Yonghong Group's NMP solution business was approximately HK$9,242,000 during the Period[21]. - For the six months ended September 30, 2025, the revenue from the provision of foundation and construction services was HK$19,078,000, while the revenue from the production and sales of chemical products was HK$9,242,000, compared to HK$694,000 in the same period of 2024[143]. - The Group recorded a net profit of approximately HK$152,133,000 during the Period, compared to a net loss of approximately HK$44,825,000 in the Comparative Period, mainly attributable to the gain from the deconsolidation of subsidiary KHF[33]. - The Group achieved a total comprehensive income of approximately HK$153,622,000 during the Period, a turnaround from a total comprehensive loss of HK$44,388,000 in the Comparative Period[34]. - The profit before tax for the six months ended September 30, 2025, was HK$152,173,000, compared to a loss of HK$44,825,000 in the same period of 2024[140]. - The Group reported a total comprehensive income of HK$153,622,000 for the six months ended 30 September 2025, a significant recovery from a loss of HK$44,388,000 in the previous period[107]. Operational Changes and Business Focus - The Group's focus has shifted entirely to the construction services and chemical business in Mainland China following the winding-up of K. H. Foundations Limited[15][17]. - The foundation business in Hong Kong ceased operations on 22 July 2025, leading to no revenue from foundation projects during the Period[15][18]. - The Group established strategic cooperative relationships with multiple important customers in the hazardous waste neutralization and recycling sectors during the Period[21]. - The Group completed the acquisition of 100% equity interests of Changzhou Yonghong Group, which has an annual capacity of 60,000 tons for NMP recycling, marking a significant step in expanding its business scope into the new chemical materials sector[39]. - The Group has ceased all foundation and construction service activities in Hong Kong, classifying this segment as discontinued operations[130]. Expenses and Profitability - Overall gross profit increased 17.4 times from approximately HK$94,000 during the Comparative Period to approximately HK$1,730,000 during the Period, while the gross profit margin decreased from approximately 13.5% to approximately 6.1%[26]. - Administrative and other operating expenses rose by 161.3% from approximately HK$3,313,000 to approximately HK$8,657,000, primarily due to the addition of the Chemical Business[27]. - The loss from operations increased to HK$5,471,000 from HK$3,219,000 year-over-year, reflecting a deterioration of 70%[100]. - The total costs of inventory recognized increased to HK$7,070,000 for the six months ended 30 September 2025, from HK$600,000 in the same period of 2024[155]. - The gross loss for the period was HK$0, compared to a gross loss of HK$11,008,000 in the previous year, reflecting a significant improvement[199]. Cash Flow and Financial Position - As of September 30, 2025, the total debts of the Group were approximately HK$50,528,000, a decrease from HK$54,061,000 as of 31 March 2025[43]. - The Group's cash and bank balances amounted to HK$2,608,000, a decrease from approximately HK$48,481,000 as of March 31, 2025[52]. - The net cash from operating activities for the six months ended 30 September 2025 is HK$27,532,000, compared to a cash outflow of HK$12,463,000 for the same period in 2024[108]. - Cash and cash equivalents at the end of the period decreased to HK$2,608,000 from HK$71,738,000 at the end of the previous period[108]. - The Group's net current liabilities amounted to approximately HK$46,739,000 as of 30 September 2025, indicating material uncertainty regarding its ability to continue as a going concern[116]. Shareholder Information and Governance - The Group's interim report will be available on the Hong Kong Stock Exchange and the company's website for shareholders[3]. - The Board does not recommend the payment of an interim dividend to shareholders for the period[73]. - The Company did not declare an interim dividend for the period[77]. - The Company has adopted the Model Code for Securities Transactions by Directors, with all Directors confirming compliance throughout the period[81]. - The Audit Committee, comprising three Independent Non-executive Directors, reviewed the condensed consolidated interim financial information for the period[94]. Employee and Management Information - The total staff costs incurred by the Group during the period were approximately HK$6,294,000, a decrease from approximately HK$20,874,000 in the comparative period[70]. - The Group had 58 employees as of September 30, 2025, down from 63 employees as of March 31, 2025[70]. - Total compensation paid to key management personnel for the six months ended 30 September 2025 was HK$518,000, a decrease from HK$896,000 for the same period in 2024[193]. Discontinued Operations - The company ceased to have control over its wholly-owned subsidiary KHF on 22 July 2025, which has been classified as a discontinued operation[195]. - For the six months ended 30 September 2025, KHF reported a revenue of HK$0, compared to HK$74,374,000 for the same period in 2024, indicating a decline of 100%[199]. - The loss before tax from discontinued operations was HK$4,653,000, a substantial decrease from HK$41,568,000 in the prior year, representing an improvement of about 88.8%[199]. - A gain on deconsolidation of KHF was recognized amounting to HK$162,297,000, contributing positively to the profit for the period[199]. - The profit for the period from discontinued operations was HK$157,644,000, compared to a loss of HK$41,568,000 in the previous year, marking a turnaround[199].
剑虹集团控股(01557.HK)拟11月28日举行董事会会议审批中期业绩
Ge Long Hui· 2025-11-07 08:43
Group 1 - The company, Jianhong Group Holdings (01557.HK), announced a board meeting scheduled for November 28, 2025, to address several matters [1] - The agenda includes the consideration and approval of the unaudited interim results for the six months ending September 30, 2025, for the company and its subsidiaries [1] - The board will also consider the declaration of an interim dividend, if applicable [1]
剑虹集团控股(01557) - 董事会会议通告
2025-11-07 08:31
承董事會命 劍虹集 團控 股有限 公 司 主席及執行董事 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 公告的內容 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 告 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。 K. H. GROUP HOLDINGS LIMITED 劍虹集團控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號:1557) 董事會會議通告 劍虹集團控股有限公司(「本公司」)董事會(「董 事會 」) 謹此宣佈將於二 零二五年十 一月二十八日(星期五)舉 行 董 事會會議 ,藉此處 理以下事項(其 中 包括) (i ) 考慮及批准以及刊發本公司及其附 屬公司截 至二零二五年九月三十 日止六個月之未經審核中期業績;及(ii)考慮派付中期股息(如有)。 張致嘉 香港,二零二五年十一月七日 於本公告日期,董事會包括三名執行董事 ,即張致嘉先生( 主 席 )、王磊博士及楊 學鋒先生 ; 及三名獨立非執行董事為馮志東先生、劉藝星女士及司徒丹妮女士。 ...
剑虹集团控股(01557) - 截至2025年10月31日止月份之股份发行人的证券变动月报表
2025-11-03 10:09
致:香港交易及結算所有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年10月31日 狀態: 新提交 公司名稱: 劍虹集團控股有限公司 呈交日期: 2025年11月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01557 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | ...
剑虹集团控股(01557) - 有关截至2025年3月31日止年度年报的补充公告
2025-10-16 10:05
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告的內容概不負責,對其 準確性或完整性亦不發表任何聲明,並明確表示,概不會因本公告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。 K. H. GROUP HOLDINGS LIMITED 劍虹集團控股有限公司 (股份代號:1557) ( 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司) 有關截至2025年3月31日止年度年報的補充公告 茲提述劍虹集團控股有限公司(「本公司」,連同其附屬公司統稱「本集團」)截至2025年3月 31日 止 年 度 的 年 報(「 2024╱2025年年報」)。除 文 義 另 有 所 指 外,本 公 告 所 用 詞 彙 與 2024╱2025年年報所界定者具有相同涵義。 除2024╱2025年年報所提供的資料外,本公司謹此提供以下補充資料。本補充公告應與 2024╱2025年年報第13頁披露的「所得款項用途」一併閱讀。 於二零二五年三月三十一日,所得款項淨額的動用情況及未動用所得款項淨額的預計使 用時間表如下: 承董事會命 劍虹集團控股有限公司 主席兼執行董事 張致嘉 香港,二零二五年十月十六日 ...
剑虹集团控股(01557) - 截至2025年9月30日止月份之股份发行人的证券变动月报表
2025-10-02 07:44
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致:香港交易及結算所有限公司 公司名稱: 劍虹集團控股有限公司 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01557 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本 ...
剑虹集团控股(01557) - 於二零二五年九月十一日举行之二零二五年股东週年大会投票表决结果
2025-09-11 08:30
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告的內容概不負責,對其 準確性或完整性亦不發表任何聲明,並明確表示,概不會因本公告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。 K. H. GROUP HOLDINGS LIMITED 劍虹集團控股有限公司 — 2 — (股份代號:1557) ( 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司) 於二零二五年九月十一日舉行之 二零二五年股東週年大會投票表決結果 茲提述劍虹集團控股有限公司(「本公司」)日期為二零二五年七月二十五日之二零二五年 股東週年大會(「二零二五年股東週年大會」)通函(「二零二五年股東週年大會通函」)及通 告(「二零二五年股東週年大會通告」)。除非本公告另有界定,否則本公告所用詞彙與二 零二五年股東週年大會通函所定義者具有相同涵義。 董事會欣然宣佈,二零二五年股東週年大會已於二零二五年九月十一日(星期四)上午十 時正假座香港皇后大道中181號新紀元廣場21樓舉行,二零二五年股東週年大會通告所載 之所有獲提呈決議案(「決議案」)已獲本公司股東(「股東」)以投票表決方式正式通過。 本公司之香港股份過戶登記 ...
剑虹集团控股(01557) - 截至2025年8月31日止月份之股份发行人的证券变动月报表
2025-09-01 06:39
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致:香港交易及結算所有限公司 本月底法定/註冊股本總額: HKD 100,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 公司名稱: 劍虹集團控股有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01557 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | ...
剑虹集团控股(01557) - 截至2025年7月31日止月份之股份发行人的证券变动月报表
2025-08-01 10:27
致:香港交易及結算所有限公司 公司名稱: 劍虹集團控股有限公司 呈交日期: 2025年8月1日 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01557 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月 ...
剑虹集团控股(01557) - 2025 - 年度财报
2025-07-24 08:33
[Corporate Information](index=2&type=section&id=Corporate%20Information) The report details core company information including board members, committee compositions, and key appointments, noting significant changes in board and committee members during the year - The report details core company information including board members, committee compositions, company secretary, auditors, principal bankers, and share registrars During the year, there were significant changes in the board and committee members, including resignations and new appointments of the Chairman, executive directors, and independent non-executive directors[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) Amidst a challenging Hong Kong construction market, the company experienced a **26.0%** revenue decline and expanded losses, prompting a conservative strategy, potential divestment of its Hong Kong piling business, and a strategic pivot to mainland China through the acquisition of Changzhou Yonghong Group for diversification FY2024/25 Performance Overview | Metric | FY2025 (Current Year) (HKD) | FY2024 (Comparative Year) (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | Approx. 129,580,000 | 175,174,000 | -26.0% | | **Loss Attributable to Owners of the Company** | Approx. 57,592,000 | 51,560,000 | +11.7% | - Due to significant and ongoing losses and uncertain prospects in the Hong Kong piling business, the Board is actively evaluating the possibility of divesting this segment and exploring new opportunities in other areas to streamline operations and reduce risk exposure[18](index=18&type=chunk)[20](index=20&type=chunk) - The company's strategic focus has shifted to mainland China, completing the acquisition of a mainland construction company and, on March 21, 2025, acquiring Changzhou Yonghong Group, entering the NMP (N-Methyl-2-pyrrolidone) recycling sector with an annual capacity of **60,000 tonnes**, positioning itself in the chemical and environmental industries for anticipated new performance growth in the next fiscal year[21](index=21&type=chunk)[22](index=22&type=chunk)[26](index=26&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the company's financial performance, liquidity, capital structure, and human resources, highlighting a significant revenue decline, expanded losses, and strategic shifts in operations and employee focus [Business and Financial Review](index=8&type=section&id=Business%20and%20Financial%20Review) Overall revenue declined by **26.0%** to **HKD 129.6 million** due to project terminations in Hong Kong, partially offset by mainland China growth; gross loss expanded by **40.9%** to **HKD 43.7 million** with a **33.8%** margin, and net loss widened to **HKD 57.6 million** due to reduced other income and increased construction costs FY2024/25 Key Financial Indicators | Financial Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 129,580,000 | 175,174,000 | -26.0% | | **Gross Loss** | (43,738,000) | (31,039,000) | +40.9% | | **Gross Loss Margin** | 33.8% | 17.7% | +16.1 percentage points | | **Other Income** | 5,383,000 | 90,925,000 | -94.1% | | **Finance Costs** | 946,000 | 9,179,000 | -89.7% | | **Net Loss** | (57,592,000) | (51,560,000) | +11.7% | - The decline in revenue was primarily due to: 1) the termination of two large projects during the year, leading to reduced revenue recognition; and 2) the company adopting a more cautious and selective bidding strategy for Hong Kong construction projects However, revenue from the China segment significantly increased from approximately **HKD 3.3 million** to approximately **HKD 34.2 million**, partially offsetting the decline in Hong Kong operations[33](index=33&type=chunk) - Other income significantly decreased, mainly because the comparative year recognized **HKD 90 million** in project performance guarantee compensation from the former ultimate controlling company, New Grace Gain, whereas only **HKD 5 million** was recognized in the current year[35](index=35&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=11&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, total debt increased to **HKD 54.1 million** while cash balances decreased to **HKD 48.5 million**, with the current ratio falling from **0.8** to **0.4**; proceeds from a **HKD 29.6 million** share placement were reallocated to prioritize bank loan repayment due to a winding-up petition, and foreign exchange exposure is limited to RMB balances Liquidity and Capital Structure Key Indicators (As of March 31) | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | **Total Debt** | Approx. 54,061,000 | 25,667,000 | | **Bank and Cash Balances** | 48,481,000 | 84,497,000 | | **Current Ratio** | 0.4 | 0.8 | - On November 30, 2023, the company entered into a placing agreement to place **80 million** new shares at **HKD 0.375** per share, raising net proceeds of approximately **HKD 29.6 million** for business development and working capital replenishment[65](index=65&type=chunk)[67](index=67&type=chunk) - Following a winding-up petition filed by The Bank of East Asia in June 2024, the Board decided to adjust the use of placing proceeds, prioritizing repayment of bank borrowings; as of March 31, 2025, **HKD 12.5 million** was used for bank loan repayment, **HKD 6.8 million** for general working capital, with **HKD 4.3 million** remaining unutilized[68](index=68&type=chunk)[71](index=71&type=chunk) - The **HKD 100 million** unsecured loan from former ultimate controlling company New Grace Gain had its carrying amount reduced to zero as of March 31, 2025, after offsetting **HKD 5 million** in losses through project performance guarantees and repaying the remaining balance during the year[57](index=57&type=chunk)[58](index=58&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group's total number of employees decreased from **81** to **63**, with a shift in employee focus from Hong Kong to mainland China; total staff costs for the year were approximately **HKD 32.9 million**, down from **HKD 39.6 million** last year, and the company regularly reviews its remuneration policy, offering salary increments and discretionary bonuses based on individual performance Employee Data Changes | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | **Total Employees** | 63 people | 81 people | | **Total Staff Costs (HKD)** | Approx. 32,928,000 | 39,575,000 | [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) This report details the company's corporate governance practices, including compliance with the Corporate Governance Code, board composition, committee functions, risk management, internal controls, and shareholders' rights [Corporate Governance Practices](index=17&type=section&id=Corporate%20Governance%20Practices) During the reporting period, the company largely complied with the Corporate Governance Code, with one deviation regarding the non-separation of Chairman and CEO roles, and a temporary non-compliance with Listing Rules on independent non-executive director numbers due to a resignation, which was resolved on April 17, 2025 - The company deviated from Code Provision C.2.1 of the Corporate Governance Code, which requires the roles of chairman and chief executive to be separate, as the company currently has no chief executive officer, with responsibilities undertaken by the Chairman and other Board members[83](index=83&type=chunk)[84](index=84&type=chunk) - Due to Mr Wang Bo's resignation on January 21, 2025, the company temporarily failed to meet Listing Rules requirements for the number of independent non-executive directors (at least three), audit committee members (at least three), and the majority of independent non-executive directors on the nomination committee This issue was resolved with the appointment of Ms Szeto Dan Ni on April 17, 2025[86](index=86&type=chunk)[87](index=87&type=chunk) [The Board](index=18&type=section&id=The%20Board) The Board, responsible for leading and overseeing the Group, currently comprises three executive and three independent non-executive directors with diverse professional backgrounds; the company has adopted a board diversity policy and held eight meetings during the reporting period with good attendance - The Board currently consists of **six** members, including three executive directors and three independent non-executive directors, with no association among members[95](index=95&type=chunk)[111](index=111&type=chunk) - The company has adopted a board diversity policy, disclosing the age distribution (31-50 years old) and professional experience (information technology, banking and finance, accounting and law, investment consulting, etc) of its directors[97](index=97&type=chunk)[102](index=102&type=chunk) [Board Committees](index=24&type=section&id=Board%20Committees) The company has established Audit, Nomination, and Remuneration Committees; the Audit Committee, comprising three independent non-executive directors, held two meetings to review financial information and oversee risk and internal control systems, while the Nomination and Remuneration Committees each held one meeting to review board structure, director independence, and remuneration schemes - The Audit Committee, composed of three independent non-executive directors with professional qualifications, held **two** meetings during the year to review annual and interim results, and to assess risk management, internal control, and corporate governance functions[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - The Nomination Committee held **one** meeting during the year, reviewing board composition and the independence of independent non-executive directors, and adopting a board nomination policy that outlines selection criteria and procedures[137](index=137&type=chunk)[141](index=141&type=chunk) - The Remuneration Committee held **one** meeting during the year, independently reviewing and approving the remuneration packages and structures for all directors and senior management[146](index=146&type=chunk)[147](index=147&type=chunk) [Risk Management and Internal Controls](index=30&type=section&id=Risk%20Management%20and%20Internal%20Controls) While the company lacks an independent internal audit department, it fulfills internal audit functions through close supervision by executive directors and senior management, supplemented by external professional firms; the Board, via the Audit Committee, conducted an annual review of risk management and internal control systems, deeming them effective and adequate - The company does not have an independent internal audit department but has engaged an external professional firm to assist in performing internal audit functions, conducting annual internal control reviews and reporting to the Audit Committee[160](index=160&type=chunk)[161](index=161&type=chunk) - The Board, through the Audit Committee, conducted an annual review of the effectiveness of the risk management and internal control systems for the year ended March 31, 2025, concluding that the systems are effective and adequate, with no significant areas for improvement requiring the Audit Committee's attention[166](index=166&type=chunk)[169](index=169&type=chunk) [Shareholders' Rights](index=34&type=section&id=Shareholders'%20Rights) This report clarifies the specific procedures for shareholders to convene an Extraordinary General Meeting (EGM) and nominate director candidates - Shareholders holding not less than **one-tenth** of the company's paid-up capital with voting rights may issue a written request to the Board or company secretary to convene an Extraordinary General Meeting[185](index=185&type=chunk) - Shareholders wishing to nominate director candidates must submit a written notice of their intention and the candidate's willingness to stand for election to the company secretary at least **seven days** before the General Meeting[189](index=189&type=chunk) [Environmental, Social and Governance Report](index=38&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's commitment to minimizing environmental impact, complying with regulations, and fulfilling social responsibilities, including employee welfare, health and safety, supply chain management, and anti-corruption policies [A. Environmental](index=41&type=section&id=A.%20Environmental) The Group is committed to minimizing the negative environmental impact of its business activities and complying with relevant environmental regulations; this year, total greenhouse gas emissions increased to **769.9 tonnes of CO2 equivalent**, yet met reduction targets, while fuel consumption significantly rose and electricity consumption slightly decreased, with the Group implementing "green" initiatives and assessing climate change risks Greenhouse Gas Emissions (tonnes of CO2 equivalent) | Scope | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Scope 1 – Direct Emissions** | 728.4 | 467.6 | +55.8% | | **Scope 2 – Indirect Emissions** | 15.6 | 51.7 | -69.8% | | **Scope 3 – Other Indirect Emissions** | 25.9 | 43.2 | -40.0% | | **Total** | 769.9 | 562.5 | +36.9% | Energy Consumption Intensity (kWh/sqm) | Energy Type | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Fuel** | 131.4 | 29.1 | +351.5% | | **Electricity** | 1.2 | 1.3 | -7.7% | - This year, the total amount of construction waste disposed of in landfills was approximately **25,205 tonnes**, a decrease from **31,961 tonnes** last year[225](index=225&type=chunk) [B. Social](index=50&type=section&id=B.%20Social) In terms of social responsibility, the Group complies with labor regulations, with total employees decreasing from **81** to **63** and a shift in focus to mainland China; the Group prioritizes health and safety, reporting zero recordable incidents this year, provides occupational safety training, and has established strict supply chain management and anti-corruption policies, with a significant shift in supplier geographical distribution to mainland China - As of March 31, 2025, the Group had **63** full-time employees (2024: 81), predominantly construction workers in mainland China, with a gender distribution of **83%** male and **17%** female[253](index=253&type=chunk)[254](index=254&type=chunk) - The Group demonstrated strong health and safety performance, recording **zero** reportable incidents and **zero** work-related fatalities for the year ended March 31, 2025, consistent with the previous year[260](index=260&type=chunk)[263](index=263&type=chunk) Supplier Distribution by Location | Location | FY2025 | FY2024 | | :--- | :--- | :--- | | **Hong Kong** | 28% | 99% | | **Mainland China** | 72% | 1% | | **Other Countries** | 0% | 0% | - The Group has established an anti-corruption policy and adopted a formal whistleblowing policy in 2017 As of the year ended March 31, 2025, the Group was not involved in any corruption-related legal cases[287](index=287&type=chunk)[288](index=288&type=chunk) [Profile of Directors and Senior Management](index=57&type=section&id=Profile%20of%20Directors%20and%20Senior%20Management) This chapter details the personal biographies of the company's executive directors, independent non-executive directors, senior management, and company secretary, including their age, educational background, professional qualifications, and extensive work experience in relevant industries such as optoelectronics, new materials, finance, accounting, and construction - The new Chairman, Mr Zhang Zhijia, **51** years old, possesses many years of project, investment, and management experience in the optoelectronics, display materials, and industrial manufacturing sectors[292](index=292&type=chunk)[294](index=294&type=chunk) - Executive Directors Dr Wang Lei and Mr Yang Xuefeng have extensive experience in R&D management and project investment in synthetic new materials, and in supply chain, trade finance, new energy, and new materials project investment and management, respectively[297](index=297&type=chunk)[302](index=302&type=chunk) - The independent non-executive director team brings diverse professional backgrounds, including Mr Feng Zhidong's experience in financial management and capital operations, Ms Liu Yixing's certified public accountant qualification, and Ms Szeto Dan Ni's expertise in auditing and M&A consulting[306](index=306&type=chunk)[310](index=310&type=chunk)[312](index=312&type=chunk) [Directors' Report](index=64&type=section&id=Directors'%20Report) The Directors' Report outlines the company's principal activities as investment holding, with subsidiaries primarily engaged in piling and construction services and chemical product sales; the company complied with relevant laws, did not purchase or redeem listed securities, and the Board does not recommend a final dividend for the year ended March 31, 2025, also disclosing high customer and supplier concentration - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[337](index=337&type=chunk) Major Customer and Supplier Concentration (FY2025) | Category | Percentage | | :--- | :--- | | **Revenue from Top Five Customers** | Approx. 95.3% of total revenue | | **Revenue from Largest Customer** | Approx. 42.9% of total revenue | | **Purchases from Top Five Suppliers** | Approx. 90.2% of total purchases | | **Purchases from Largest Supplier** | Approx. 28.1% of total purchases | - As of March 31, 2025, Blessing Well, a major shareholder, held **62.5%** of the company's shares, with its ultimate controlling party being Mr Chan Yung Sing[384](index=384&type=chunk) - No share options have been granted by the company since the adoption of the share option scheme in 2016[350](index=350&type=chunk) [Independent Auditor's Report](index=75&type=section&id=Independent%20Auditor's%20Report) The independent auditor, Evergreen (Hong Kong) CPA Limited, issued an unmodified opinion on the company's FY2024/25 consolidated financial statements, affirming their true and fair view, but highlighted a "material uncertainty related to going concern" due to the Group's annual loss, net current liabilities, and net liabilities, along with a subsidiary facing a winding-up petition, and identified three key audit matters: revenue recognition for construction contracts, expected credit loss provisions for trade receivables and contract assets, and purchase price allocation for subsidiary acquisitions - The auditor issued an unmodified opinion but drew attention to a "material uncertainty related to going concern"[406](index=406&type=chunk)[410](index=410&type=chunk) - The material uncertainty related to going concern primarily stems from: - A loss of approximately **HKD 57.6 million** for the year ended March 31, 2025 - Net current liabilities of approximately **HKD 191.6 million** and net liabilities of approximately **HKD 84.2 million** as of March 31, 2025 - A winding-up petition faced by a subsidiary of the Group[410](index=410&type=chunk) - Key audit matters include: 1. **Revenue recognition for construction contracts**: Involves significant management judgments regarding total contract costs, stage of completion, and variations in work 2. **Expected credit loss provision for trade receivables and contract assets**: Involves significant amounts and requires substantial management judgment and estimation in determining the provision 3. **Purchase price allocation for acquisition of a subsidiary**: Involves significant management judgment and estimation in determining the fair values of acquired assets and liabilities[417](index=417&type=chunk)[425](index=425&type=chunk)[430](index=430&type=chunk) [Consolidated Financial Statements](index=86&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statement of profit or loss and other comprehensive income, statement of financial position, and detailed notes, providing a comprehensive overview of its financial performance, position, and significant accounting policies, judgments, and legal proceedings [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=86&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group recorded revenue of **HKD 129.6 million**, a **26.0%** year-on-year decrease; a gross loss of **HKD 43.74 million** resulted from sales costs exceeding revenue, and despite a **HKD 40.95 million** bargain purchase gain, the annual loss expanded to **HKD 57.59 million** with a total comprehensive loss of **HKD 58.44 million** due to significantly reduced other income and contract asset write-offs Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue** | 129,580 | 175,174 | | **Gross Loss** | (43,738) | (31,039) | | **Bargain Purchase Gain** | 40,947 | – | | **Loss from Operations** | (56,101) | (42,381) | | **Loss Before Tax** | (57,047) | (51,560) | | **Loss for the Year** | (57,592) | (51,560) | | **Total Comprehensive Loss for the Year** | (58,440) | (56,490) | [Consolidated Statement of Financial Position](index=87&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were **HKD 273.9 million** and total liabilities were **HKD 358.1 million**; non-current assets significantly increased to **HKD 157.5 million** due to acquisitions, but net current liabilities expanded from **HKD 38.3 million** to **HKD 191.6 million**, leading to net liabilities increasing from **HKD 25.8 million** to **HKD 84.2 million**, reflecting a deeper negative equity position Consolidated Statement of Financial Position Summary (As of March 31) | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Non-current Assets** | 157,468 | 12,667 | | **Current Assets** | 116,479 | 189,322 | | **Total Assets** | 273,947 | 201,989 | | **Current Liabilities** | 308,111 | 227,597 | | **Non-current Liabilities** | 50,040 | 156 | | **Total Liabilities** | 358,151 | 227,753 | | **Net Current Liabilities** | (191,632) | (38,275) | | **Net Liabilities / Deficit in Equity** | (84,204) | (25,764) | [Notes to the Consolidated Financial Statements](index=92&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The financial statement notes provide detailed explanations of accounting policies, key judgments, and estimates; Note 2 highlights a material uncertainty regarding "going concern" and outlines management's liquidity measures, Note 35 details the acquisition of Changzhou Yonghong Group and its bargain purchase gain, and Notes 40 and 41 disclose multiple winding-up petitions and their latest developments - **Material Uncertainty Related to Going Concern**: Note 2 indicates a material uncertainty regarding the Group's ability to continue as a going concern, given the annual loss, net current liabilities, and winding-up petitions faced by subsidiaries Management has implemented measures including seeking financial support from the ultimate controlling party, considering fundraising activities, expanding China operations, and implementing cost-saving plans[473](index=473&type=chunk)[475](index=475&type=chunk)[480](index=480&type=chunk) - **Acquisition of a Subsidiary**: Note 35(a) discloses that on March 21, 2025, the company completed the acquisition of Changzhou Yonghong Group for a total consideration of approximately **HKD 68.61 million** (including cash and shareholder loan transfer) This acquisition resulted in a bargain purchase gain of approximately **HKD 40.95 million** and significantly increased the Group's property, plant, and equipment and right-of-use assets[961](index=961&type=chunk)[966](index=966&type=chunk) - **Litigation**: Notes 40 and 41 disclose that the company and its subsidiary KHF received multiple winding-up petitions from banks and creditors during and after the reporting period, involving outstanding credit facilities, subcontracting fees, and legal costs Some petitions were dismissed by the court through settlement and payment, but new substitute petitioners have applied as of the report date, with related hearings adjourned[1008](index=1008&type=chunk)[1011](index=1011&type=chunk)[1017](index=1017&type=chunk) - **Segment Information**: Note 9 shows that the piling and building services segment generated **HKD 125.9 million** in revenue and recorded a loss of **HKD 94.31 million**; the chemical product sales segment generated **HKD 3.7 million** in revenue and recorded a profit of **HKD 0.173 million** Geographically, Hong Kong contributed **HKD 95.42 million** in revenue, and mainland China contributed **HKD 34.16 million**[770](index=770&type=chunk)[778](index=778&type=chunk) [Financial Summary](index=208&type=section&id=Financial%20Summary) The financial summary presents the Group's key performance and financial position over the past five fiscal years, indicating a continuous decline in revenue since FY2021, consecutive gross and net losses in the last three fiscal years with expanding deficits, and a significant reduction in total assets in recent years, with net assets turning negative and net liabilities continuously widening, reflecting severe financial challenges Five-Year Performance Summary (For the year ended March 31) | Item (HKD Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 129,580 | 175,174 | 245,349 | 751,767 | 933,797 | | **(Gross Loss)/Gross Profit** | (43,738) | (31,039) | (28,983) | 29,748 | 41,653 | | **(Loss)/Profit for the Year** | (57,592) | (51,560) | (74,115) | (18,346) | 1,071 | Five-Year Assets and Liabilities Summary (As of March 31) | Item (HKD Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 273,947 | 201,989 | 440,035 | 658,020 | 682,892 | | **Total Liabilities** | (358,151) | (227,753) | (439,009) | (582,879) | (589,405) | | **Net (Liabilities)/Assets** | (84,204) | (25,764) | 1,026 | 75,141 | 93,487 |