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，並明確表示概不就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。 均安控股 KWAN ON HOLDINGS LIMITED 均安控股有限公司 （於開曼群島註冊成立的有限公司） （股票代號：1559） 2 4. 考慮及酌情通過（不論有否修訂）以下決議案為普通決議案： (A) 「動議： (i) 在下文第(ii)段之規限下，無條件授予董事一般授權，以於有關期 間（定義見下文）發行、配發及處置不超過本決議案獲通過當日本 公司已發行股份總數20%之本公司額外股份（不包括任何庫存股份， 而有關股份總數可於本決議案獲通過後因任何或全部本公司股份 轉換為數目較多或較少之本公司股份而作出調整），而該授權包括 授出要約、購股權、認股權證或權利以認購或將任何證券（包括債 券及可換股債券）轉換為可於有關期間內或之後行使或轉換之本公 司股份； (ii) 根據本決議案第(i)段之授權將配發及發行之任何本公司股份（不論 是否全部或部份以現金或其他方式收取），不得較本公司該等股份 之基準價（定義見下 ...

Kwan On Holdings Limited (the "Company") - Notification of publication of Circular dated 6 August 2025 containing Notice of Annual General Meeting (the "Current Corporate Communication") on website The English and Chinese versions of the Company's Current Corporate Communication are available on the Company's website at (www.kwanonconstruction.com) and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk respectively (the "Website Version"). The Company strongly recommends you to access ...

Kwan On Holdings Limited (the "Company") – Notice of publication of Circular dated 6 August 2025 containing Notice of Annual General Meeting and Proxy Form (the "Current Corporate Communication") on website KWAN ON HOLDINGS LIMITED 均安控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） （Stock Code 股份代號：1559） NOTIFICATION LETTER 通知信函 Dear Shareholders. 6 August 2025 Note: Corporate Communications include any document(s) issued or to be issued by the Company for the information ...

此乃要件 請即處理 閣下如已將名下所有均安控股有限公司之股份出售或轉讓，應立即將本通函及隨附之代表委任表 格送交買主或承讓人，或經手買賣之銀行、持牌證券交易商或其他代理商，以便轉交買主或承讓人。 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通函之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部分內容而產生或因倚賴該 等內容而引致之任何損失承擔任何責任。 本通函的資料（本公司之董事（「董事」）願共同及個別地承擔全部責任）乃遵照聯交所證券上市規則 而刊載，旨在提供有關本公司的資料。董事在作出一切合理查詢後，確認就彼等所深知及確信， 本通函所載資料在各重大方面均屬準確完備，並無誤導或欺詐成分，且並無遺漏任何其他事項， 致令本通函所載任何陳述或本通函有所誤導。 均安控股 KWAN ON HOLDINGS LIMITED 均安控股有限公司 （於開曼群島註冊成立的有限公司） （股票代號：1559） (1) 採納截至二零二五年三月三十一日止年度之經審核綜合財務報表 以及董事會報告與核數師報告、 (2) 續聘核數師、 (3) 重選退任董事及繼續委任任職超過九年之獨立非執行董事 ...

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，並明確表示概不就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。 均安控股 KWAN ON HOLDINGS LIMITED 均安控股有限公司 （於開曼群島註冊成立的有限公司） （股票代號：1559） 建議修訂本公司現有經修訂及重列組織章程細則及 採納本公司新組織章程細則 本公告由均安控股有限公司（「本公司」）根據香港聯合交易所有限公司證券上市規 則（「上市規則」）第13.51(1)條刊發。 本公司董事（「董事」）會（「董事會」）建議推薦本公司股東（「股東」）修訂本公司現 有經修訂及重列組織章程細則（「現有組織章程細則」），藉此（其中包括）(i)使現有 組織章程細則與擴大無紙化上市制度及上市發行人以電子方式發放公司通訊以及 上市規則下的新庫存股份制度一致；及(ii)作出其他內務修訂（「建議修訂」）。此外， 董事會建議採納新一套組織章程細則（「新細則」），以納入建議修訂。 建議修訂及採納新細則須待股東於本公司舉行之應屆股東週年大會（「股東週年大 會」）上以特別決議案方式批 ...

(於開曼群島註冊成立之有限公司) 股份代號 : 1559 2025 年 報 目錄 公司資料 2 主席報告 3 董事及高級管理層履歷 6 管理層討論與分析 10 企業管治報告 17 董事會報告 36 獨立核數師報告 47 綜合損益及其他全面收益表 53 綜合財務狀況表 55 綜合權益變動表 57 綜合現金流量表 59 綜合財務報表附註 61 五年財務摘要 164 公司資料 董事會 執行董事 陳正華先生 （主席） 張方兵先生 （行政總裁） 曹累先生 （於二零二四年九月二日辭任） 孫笑然先生 （於二零二五年四月十四日獲委任） 非執行董事 李玉萍女士 （於二零二四年十二月十一日獲委任） 獨立非執行董事 林誠光教授 林柏森先生 龔振志先生 公司秘書 馮國衛先生 監察主任 張方兵先生 授權代表 張方兵先生 馮國衛先生 審核委員會 林柏森先生 （主席） 林誠光教授 龔振志先生 薪酬委員會 林誠光教授 （主席） 林柏森先生 張方兵先生 提名委員會 龔振志先生 （主席） 林誠光教授 陳正華先生 風險管理委員會 林柏森先生 （主席） 林誠光教授 龔振志先生 核數師 國富浩華（香港）會計師事務所有限公司 法律顧問 姚黎李律師行 註 ...

[Financial Performance Summary](index=2&type=section&id=Financial%20Performance) This section provides an overview of the Group's financial performance, including key figures from the consolidated statement of profit or loss and other comprehensive income, and the consolidated statement of financial position [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) The Group's total loss significantly narrowed to HKD 79.65 million for the reporting year, primarily due to reduced losses from discontinued operations and a one-off gain from their disposal, despite a 34.3% year-on-year decrease in revenue from continuing operations to HKD 316 million and a shift from a gross loss of HKD 39.8 million to a gross profit of HKD 3.78 million Consolidated Statement of Profit or Loss Key Metrics (HKD thousands) | Indicator | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue from Continuing Operations** | 316,272 | 481,271 | -34.3% | | Gross Profit / (Loss) | 3,784 | (39,797) | Returned to Profitability | | Loss for the Year from Continuing Operations | (66,133) | (84,734) | Loss narrowed by 22.0% | | Loss for the Year from Discontinued Operations | (13,520) | (105,464) | Loss narrowed by 87.2% | | **Total Loss for the Year** | (79,653) | (190,198) | Loss narrowed by 58.1% | | Loss Attributable to Owners of the Company | (80,160) | (155,403) | Loss narrowed by 48.4% | | Basic Loss Per Share (HK cents) | (4.29) | (8.31) | Loss narrowed by 48.4% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets significantly decreased to HKD 196 million from HKD 651 million in the prior year, with total liabilities also falling from HKD 517 million to HKD 153 million, and net assets declining by 67.8% to HKD 43.07 million, mainly due to the loss for the year and derecognition of assets and liabilities from the disposal of the Hong Kong civil engineering business Consolidated Statement of Financial Position Key Metrics (HKD thousands) | Indicator | March 31, 2025 | March 31, 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 23,702 | 56,972 | -58.4% | | Current Assets | 172,344 | 593,764 | -71.0% | | **Total Assets** | **196,046** | **650,736** | **-69.9%** | | Current Liabilities | 152,709 | 516,204 | -70.4% | | Non-current Liabilities | 268 | 932 | -71.2% | | **Total Liabilities** | **152,977** | **517,136** | **-70.4%** | | **Net Assets** | **43,069** | **133,600** | **-67.8%** | | Equity Attributable to Owners of the Company | 75,671 | 170,011 | -55.5% | [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the Group's operational and financial performance, strategic initiatives, and future outlook [Business Review](index=15&type=section&id=Business%20Review) During the year, the Group completed a significant corporate restructuring by disposing of its loss-making Hong Kong civil engineering subsidiary, realizing a one-off gain of approximately HKD 18.1 million, aiming to reduce financial burden and refocus resources on core businesses in mainland China and Southeast Asia, while also securing new engineering contracts in Cambodia totaling approximately HKD 230 million - Strategic Disposal: The Group disposed of its Hong Kong civil engineering business, which incurred a loss of **HKD 31.7 million** for the current year (compared to a loss of HKD 105.5 million in the prior year)[34](index=34&type=chunk) - Disposal Gain: The disposal resulted in a one-off gain of approximately **HKD 18.1 million**, enabling the Group to focus more effectively on its core businesses in mainland China and Southeast Asia[34](index=34&type=chunk) - New Market Expansion: The Group secured several new engineering contracts in Cambodia, including the construction of a factory for a renowned tire manufacturer, with a total contract value of approximately **HKD 230.8 million**[35](index=35&type=chunk) - Project Suspension: A condominium project in the Philippines was suspended after the completion of piling works due to the owner's financial difficulties, with the Group pursuing approximately **HKD 13.6 million** in outstanding payments[35](index=35&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) The Group's total revenue decreased to HKD 448.6 million for the year, but the loss attributable to owners of the Company significantly narrowed from HKD 155.4 million to HKD 80.2 million, primarily due to reduced losses from discontinued operations and a gain from their disposal, while continuing operations saw reduced revenue but a return to gross profit due to the elimination of prior year's one-off losses, alongside a significant increase in impairment losses on financial and contract assets, and notable decreases in administrative expenses and finance costs [Overall Financial Performance](index=16&type=section&id=Overall%20Financial%20Performance) Total revenue for the current year was approximately HKD 448.6 million, a decrease from approximately HKD 654.4 million in the previous year, with the loss attributable to owners of the Company significantly reduced from approximately HKD 155.4 million to approximately HKD 80.2 million, mainly due to narrowed losses from discontinued operations and recognized disposal gains Overall Performance Overview (HKD) | Indicator | Current Year | Prior Year | | :--- | :--- | :--- | | Revenue | Approx. HKD 448.6 million | Approx. HKD 654.4 million | | Loss Attributable to Owners of the Company | Approx. HKD 80.2 million | Approx. HKD 155.4 million | [Segment Performance](index=17&type=section&id=Segment%20Performance) Revenue from continuing construction and property development operations decreased by 13.1% to HKD 260.9 million, mainly due to project completion in mainland China and Malaysia, but gross profit turned from a loss of HKD 39.8 million in the prior year to a profit of HKD 3.8 million due to the elimination of a one-off property disposal loss, while trading business revenue decreased to HKD 55.4 million with a slight gross profit - Construction and property development segment (continuing operations) revenue decreased by **13.1%** year-on-year to **HKD 260.9 million**, primarily due to project completion in mainland China and Malaysia and withdrawal from a Philippine project[40](index=40&type=chunk) - This segment's gross profit turned from a loss to a profit, recording a gross profit of **HKD 3.8 million** (compared to a gross loss of HKD 39.8 million in the prior year), mainly due to a one-off loss of approximately **HKD 50.8 million** recognized from the disposal of a property under development in the Philippines in the prior year[42](index=42&type=chunk) - Trading business revenue was approximately **HKD 55.4 million** (compared to HKD 72.1 million in the prior year), recording a gross profit of approximately **HKD 0.06 million**[43](index=43&type=chunk) [Key P&L Items Analysis](index=18&type=section&id=Key%20P%26L%20Items%20Analysis) Net impairment loss on financial and contract assets surged to HKD 40.4 million this year, mainly from significant provisions for receivables in mainland China and the Philippines, while administrative expenses decreased to HKD 26.4 million due to lower staff costs and professional fees, and finance costs significantly reduced to HKD 0.3 million as no related financing costs were incurred after the disposal of the Philippine property in the prior year - Net impairment loss on financial and contract assets increased from **HKD 3.4 million** to **HKD 40.4 million**, primarily due to significant provisions for receivables in the construction segment in mainland China (impairment of **HKD 21.7 million**) and the Philippines (impairment of **HKD 19 million**)[44](index=44&type=chunk) - Administrative expenses decreased from **HKD 31.3 million** to **HKD 26.4 million**, mainly benefiting from lower staff costs and professional fees[46](index=46&type=chunk) - Finance costs significantly decreased from **HKD 7.8 million** to **HKD 0.3 million**, primarily because the property under development in the Philippines was disposed of in the prior year, resulting in no related finance costs in the current year (approximately HKD 6.9 million in the prior year)[47](index=47&type=chunk) [Liquidity and Capital Resources](index=19&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the Group's net current assets decreased to HKD 19.6 million, with the current ratio slightly declining to 1.13 times, while the gearing ratio (net debt/total equity + net debt) improved from 40% to 23%, indicating a reduction in debt levels Liquidity and Financial Ratios | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net Current Assets | Approx. HKD 19.6 million | Approx. HKD 77.6 million | | Current Ratio | Approx. 1.13 times | Approx. 1.15 times | | Gearing Ratio | Approx. 23% | Approx. 40% | [Material Acquisitions and Disposals](index=20&type=section&id=Material%20Acquisitions%20and%20Disposals) During the reporting year, the Group's sole material transaction was the disposal of its subsidiary engaged in civil engineering business in Hong Kong, which was completed on March 31, 2025, and resulted in a net gain on disposal of approximately HKD 18.1 million for the Group - As of March 31, 2025, the Group completed the disposal of its subsidiary primarily engaged in civil engineering business in Hong Kong, which constituted a major transaction for the Company[53](index=53&type=chunk) - This disposal resulted in a net gain on disposal of approximately **HKD 18.1 million** recognized in the profit or loss for the current year[53](index=53&type=chunk)[39](index=39&type=chunk) [Employees and Remuneration](index=21&type=section&id=Employees%20and%20Remuneration) As of March 31, 2025, the Group employed 16 full-time staff, with total staff costs (including directors' emoluments) amounting to approximately HKD 15.2 million, a decrease from HKD 17.8 million in the prior year, and remuneration is determined based on market levels and individual performance Staff Data | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 16 | - | | Staff Costs (including directors' emoluments) | Approx. HKD 15.2 million | Approx. HKD 17.8 million | [Notes to Financial Statements](index=6&type=section&id=Notes%20to%20Financial%20Statements) This section provides detailed disclosures and explanations for specific line items and accounting policies presented in the financial statements [3. Segment Information](index=8&type=section&id=3.%20Segment%20Information) The Group's operations are divided into three segments: construction, property development, and trading, with continuing operations revenue for the current year primarily from construction (HKD 261 million) and trading (HKD 55.39 million), while property development generated no revenue, and the continuing construction segment recorded a loss of HKD 48.76 million, the trading segment a loss of HKD 1.67 million, and the discontinued construction business generated HKD 132 million in revenue with a loss of HKD 31.79 million Segment Revenue and Results (2025, HKD thousands) | Segment | Revenue from Continuing Operations | Results from Continuing Operations | Revenue from Discontinued Operations | Results from Discontinued Operations | | :--- | :--- | :--- | :--- | :--- | | Construction | 260,880 | (48,759) | 132,303 | (31,790) | | Property Development | – | – | – | – | | Trading | 55,392 | (1,672) | – | – | | **Subtotal/Total** | **316,272** | **(50,431)** | **132,303** | **(31,790)** | [4. Revenue, other gains and other income/(losses), net](index=10&type=section&id=4.%20Revenue%2C%20other%20gains%20and%20other%20income%2F(losses)%2C%20net) Total revenue for the current year was HKD 448.6 million, with continuing operations contributing HKD 316.3 million, primarily from construction works (HKD 393.2 million) and trading of building and chemical materials (HKD 55.39 million), while property sales revenue (HKD 109 million) from the prior year was zero in the current year Revenue from Contracts with Customers Breakdown (Total, HKD thousands) | Revenue Type | 2025 | 2024 | | :--- | :--- | :--- | | Construction and Maintenance Works | 393,183 | 473,413 | | Sales of Properties | – | 108,967 | | Trading of Building and Chemical Materials | 55,392 | 72,072 | | **Total** | **448,575** | **654,452** | [9. Loss per share](index=13&type=section&id=9.%20Loss%20per%20share) Basic loss per share for the current year significantly narrowed to HK 4.29 cents from HK 8.31 cents in the prior year, with loss per share from continuing operations at HK 3.57 cents and from discontinued operations at HK 0.72 cents, and no diluted loss per share presented due to the absence of potential dilutive shares during the year Basic Loss Per Share (HK cents) | Operation | 2025 | 2024 | | :--- | :--- | :--- | | Continuing Operations | (3.57) | (2.67) | | Discontinued Operations | (0.72) | (5.64) | | **Total** | **(4.29)** | **(8.31)** | [8. Dividends](index=13&type=section&id=8.%20Dividends) The Company neither declared nor proposed any dividends for the years ended March 31, 2025, and 2024 - The Company neither declared nor proposed any dividends during the reporting year or subsequent to the reporting period[30](index=30&type=chunk) [Other Information](index=21&type=section&id=Other%20Information) This section covers additional disclosures including corporate governance practices and the scope of work of the external auditor [Corporate Governance Practices](index=21&type=section&id=Corporate%20Governance%20Practices) The Company is committed to maintaining good corporate governance and complied with most provisions of the Corporate Governance Code during the reporting year, with a deviation noted as the Board only held two regular meetings, falling short of the recommended quarterly and at least four annual meetings, though the Company believes sufficient communication was ensured through electronic means and plans to increase meeting frequency in the future - The Company deviated from Corporate Governance Code provision C.5.1 during the reporting year, which requires the Board to meet at least four times a year[61](index=61&type=chunk) - Only two regular Board meetings were held during the year, but management regularly reported to the Board via electronic communication, and important decisions were approved by written resolutions[62](index=62&type=chunk) [Scope of Work of External Auditor](index=23&type=section&id=Scope%20of%20Work%20of%20External%20Auditor) The Group's auditor, Crowe (HK) CPA Limited, has agreed the financial statement figures presented in this results announcement with the Group's audited consolidated financial statements for the current year, but their work does not constitute an assurance engagement, and thus no opinion is expressed on this announcement - The auditor, Crowe (HK) CPA Limited, has confirmed that the financial data in this announcement is consistent with the audited consolidated financial statements[67](index=67&type=chunk)

Revenue and Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 189,396,000, a slight increase from HKD 187,737,000 in the same period of 2023, representing a growth of approximately 0.88%[48] - The group's revenue from construction-related segments decreased from HKD 187.7 million to approximately HKD 134 million, primarily due to a reduction of HKD 44.5 million in government construction project revenue in Hong Kong and HKD 30.7 million in private construction project revenue in Malaysia[4] - The cost of services decreased to HKD 190,580,000 from HKD 206,994,000, resulting in a gross loss of HKD 1,184,000 compared to a gross loss of HKD 19,257,000 in the previous year[48] - The pre-tax loss for the period was HKD 23,212,000, significantly improved from a pre-tax loss of HKD 49,755,000 in the prior year, indicating a reduction of approximately 53.4%[48] - The total comprehensive loss for the period was HKD 27,703,000, down from HKD 72,863,000 in the same period last year, reflecting a decrease of about 62%[51] - Basic and diluted loss per share improved to HKD 1.25 from HKD 2.76, indicating a reduction in loss per share of approximately 54.7%[59] - The company reported a loss of HKD 23,431,000 for the six months ended September 30, 2024, compared to a loss of HKD 51,535,000 for the same period in 2023, representing a 54.5% improvement[99] Expenses and Cost Management - Administrative expenses for the reporting period were approximately HKD 19.4 million, a decrease from HKD 27.6 million for the six months ended September 30, 2023, attributed to efficiency measures implemented by management[9] - Financial costs for the reporting period totaled approximately HKD 4.2 million, down from HKD 5.8 million for the six months ended September 30, 2023, mainly due to a reduction in bank loan balances[10] - Employee costs for the reporting period were approximately HKD 26.3 million, down from HKD 53.4 million for the six months ended September 30, 2023[17] - The company reported a decrease in bank loan interest expenses to HKD 4,096 thousand for the six months ended September 30, 2024, down from HKD 6,478 thousand in the same period of 2023, a reduction of 36.73%[94] - The company incurred a current tax expense of HKD 78 thousand for the six months ended September 30, 2024, compared to HKD 1,111 thousand in the same period of 2023, indicating a decrease of 92.97%[96] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 644,041 thousand, a decrease from HKD 650,736 thousand as of March 31, 2024, reflecting a decline of 1.43%[88] - Total liabilities increased to HKD 538,064 thousand as of September 30, 2024, compared to HKD 517,136 thousand as of March 31, 2024, representing an increase of 4.03%[88] - The company's equity attributable to owners decreased to HKD 141,638,000 from HKD 170,011,000, reflecting a decline of approximately 16.7%[62] - Non-current assets as of September 30, 2024, totaled HKD 48,967,000, down from HKD 56,972,000 as of March 31, 2024, representing a decrease of about 14.1%[61] - Current assets increased to HKD 595,074,000 from HKD 593,764,000, showing a slight growth of approximately 0.22%[61] - Current liabilities rose to HKD 536,787,000 from HKD 516,204,000, indicating an increase of about 3.9%[61] Cash Flow and Financing - For the six months ended September 30, 2024, the net cash generated from operating activities was HKD 10,594 thousand, a significant improvement from a net cash used of HKD (39,476) thousand in the same period of 2023[67] - The net cash used in investing activities was HKD (5,765) thousand, compared to HKD (10,583) thousand in the prior year, indicating a reduction in cash outflow[67] - The net cash used in financing activities was HKD (7,816) thousand, a decrease from HKD 35,680 thousand in the previous year, reflecting improved cash management[67] - The total cash and cash equivalents increased by HKD 8,543 thousand, compared to a decrease of HKD (14,379) thousand in the same period last year[67] - As of September 30, 2024, the group had bank balances and cash of approximately HKD 36.6 million, an increase from approximately HKD 26.5 million as of March 31, 2024[12] Share Capital and Dividends - The company reported a total issued share capital of 1,039,456,250 shares, representing approximately 55.61% ownership by major shareholders[31] - The company did not declare any interim dividends for the period ending September 30, 2023[43] - No interim dividend was declared for the six months ended September 30, 2024, consistent with the previous year[131] Shareholder Information - Major shareholders include Huaguan Group Limited, Jiangsu Provincial Construction Group, and Greenland Infrastructure Group, all holding 55.61% of the issued share capital[31] - The company’s major shareholder, Chen Zhenghua, holds a significant interest through Huaguan Group, which is wholly owned by Jiangsu Provincial Construction Group[33] - The company has not received any notifications of interests from other individuals outside of the disclosed major shareholders[34] Legal and Compliance - The company is required to maintain a register of interests and positions held by directors and senior management as per the Securities and Futures Ordinance[28] - Legal claims against the group as of September 30, 2024, included ten cases with individual claims exceeding HKD 1,000,000, totaling approximately HKD 184,000,000, with a provision of HKD 7,200,000 recognized[132] - The company is currently in litigation with a subcontractor regarding claims for unpaid subcontractor fees[116] Related Party Transactions - Related party transactions during the reporting period included financial guarantees amounting to HKD 27,559,000 and HKD 63,305,000 payable to a related company, Jiangsu Provincial Construction Engineering Group Co., Ltd., compared to HKD 28,670,000 and HKD 72,930,000 in the previous year[129] - The total remuneration for key management personnel during the reporting period was approximately HKD 4,162,000, a decrease from HKD 5,565,000 for the six months ended September 30, 2023[130] Foreign Exchange and Risks - The group has no significant foreign exchange risks other than certain receivables and contract assets denominated in foreign currencies, with no capital commitments or significant contingent liabilities as of September 30, 2024[15] - The company reported a foreign exchange gain of HKD 1,668 thousand, compared to a loss of HKD (294) thousand in the same period last year[80]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 189,396,000, a slight increase of 0.88% compared to HKD 187,737,000 for the same period in 2023[3] - The cost of services decreased to HKD (190,580,000) from HKD (206,994,000), resulting in a gross loss of HKD (1,184,000), significantly improved from a gross loss of HKD (19,257,000) in the previous year[3] - The loss before tax for the period was HKD (23,212,000), a reduction of 53.4% compared to HKD (49,755,000) in the same period last year[3] - The total comprehensive loss for the period was HKD (27,703,000), down from HKD (72,863,000) in the previous year, indicating a significant improvement[5] - Basic and diluted loss per share improved to HKD (1.25) from HKD (2.76) year-on-year[5] - The company reported a fair value loss on financial assets of HKD (4,783,000), an improvement from HKD (11,374,000) in the previous year[5] - The company reported a loss of HKD 23,431,000 for the six months ended September 30, 2024, compared to a loss of HKD 51,535,000 in the previous year, indicating an improvement of 54.5%[51] - Basic and diluted loss per share for the six months ended September 30, 2024, was HKD (0.0125), compared to HKD (0.0275) in the previous year[51] Revenue Breakdown - Total revenue for the six months ended September 30, 2024, was HKD 189,396,000, a slight increase from HKD 187,737,000 for the same period in 2023[21][40] - Revenue from external customers in Hong Kong increased to HKD 125,170,000 for the six months ended September 30, 2024, up from HKD 99,524,000 in 2023, representing a growth of approximately 26%[40] - The construction segment reported a loss of HKD 35,142,000 for the six months ended September 30, 2024, compared to a loss of HKD 13,927,000 for the same period in 2023[22][26] - Revenue from construction and maintenance contracts for civil engineering and building projects decreased to HKD 134,004,000 from HKD 187,737,000, a decline of 28.6%[44] - Revenue from chemical materials trading was HKD 55,392,000, with no prior year comparison available[44] - The trade segment generated revenue of HKD 55,392,000 for the six months ended September 30, 2024, while the property development segment reported a loss of HKD 345,000[21][26] Assets and Liabilities - Current assets totaled HKD 595,074,000, slightly up from HKD 593,764,000 as of March 31, 2024[7] - Current liabilities increased to HKD 536,787,000 from HKD 516,204,000, resulting in a net current asset value of HKD 58,287,000, down from HKD 77,560,000[7] - Total assets decreased to HKD 107,254,000 from HKD 134,532,000, reflecting a decline in overall financial position[7] - The total assets for the reporting segments as of September 30, 2024, were HKD 607,187,000, an increase from HKD 596,255,000 as of March 31, 2024[37] - The total liabilities for the reporting segments as of September 30, 2024, were HKD 525,485,000, compared to HKD 484,593,000 as of March 31, 2024[37] Cash Flow and Expenses - Interest expenses decreased to HKD 4,153,000 from HKD 6,732,000, a reduction of 38.2%[44] - Current tax expenses for the six months ended September 30, 2024, were HKD 78,000, down from HKD 1,111,000, a decrease of 92%[46] - Depreciation expenses for property, plant, and equipment totaled HKD 1,956,000, down from HKD 3,149,000, a decrease of 37.9%[49] - The total employee cost during the reporting period was approximately HKD 26.3 million, compared to HKD 53.4 million for the six months ended September 30, 2023[111] - Administrative expenses for the reporting period were approximately HKD 19.4 million, a decrease from HKD 27.6 million for the same period last year, mainly due to efficiency measures implemented by management[105] - Financial costs for the reporting period totaled approximately HKD 4.2 million, down from approximately HKD 5.8 million for the same period last year, primarily due to a reduction in bank loan balances[106] Business Operations - The company continues to focus on construction-related businesses, property development, and chemical materials trading in Hong Kong and mainland China[10] - The group continues to explore new business opportunities in the private construction market in Hong Kong, Malaysia, and mainland China to optimize resources amid competitive challenges in the construction industry[97] - The group has ongoing litigation with a subcontractor regarding claims for unpaid subcontracting fees and compensation for contract termination[71] Shareholder Information - The group has not declared any interim dividends for the six months ended September 30, 2024, consistent with the same period last year[93] - The company has not recommended any dividends for the reporting period[117] - As of September 30, 2024, the company's issued share capital is approximately HKD 18.7 million, with 1,869,159,962 ordinary shares issued at a par value of HKD 0.01 each[110] Compliance and Governance - The board has complied with the corporate governance code during the reporting period[112] - The audit committee has reviewed the unaudited condensed consolidated financial statements for the reporting period[115] - There have been no significant events affecting the company since the end of the reporting period[119]

Financial Performance - The company recorded a total loss of HKD 50 million from three contracts due to project delays and disputes with subcontractors[9]. - The company plans to liquidate its investments in the Philippines, resulting in a sale generating approximately HKD 109 million after direct taxes, with a total loss of HKD 50.8 million recorded for the fiscal year[12]. - The total revenue from engineering contracts in mainland China, the Philippines, and Malaysia amounted to HKD 320 million, with a total profit of HKD 11 million[13]. - The revenue for the construction and property development segment was approximately HKD 582.4 million, an increase of 10.0% from HKD 529.5 million in the previous year[43]. - The segment's revenue increase was primarily due to a one-time sale of a property in the Philippines, generating a net income of HKD 109 million; excluding this, revenue decreased by HKD 56.1 million[43]. - Revenue from road engineering contracts decreased significantly by 52.6%, from HKD 234.8 million to HKD 111.2 million, mainly due to the completion of contracts NE201605 and DC201810[44]. - The revenue from the Malaysia construction segment increased by HKD 194.1 million, while the Philippines construction segment contributed HKD 40.6 million[47]. - The gross loss for the construction and property development segment was approximately HKD 118.3 million, a significant increase from HKD 31.7 million in the previous year[48]. - The company recorded a gross loss of HKD 74.7 million in road engineering and landslide prevention services due to project delays and additional costs incurred[51]. - The revenue from trade business was approximately HKD 72.1 million, a decrease from HKD 94.6 million in the previous year[53]. - The net impairment loss of financial and contract assets for the reporting year was approximately HKD 3.4 million, a decrease from HKD 35.1 million in 2023[56]. - Impairment of properties, plants, and equipment amounted to HKD 4.5 million due to a decline in real estate market prices, compared to no impairment in 2023[58]. - Other income for the reporting year was approximately HKD 9 million, down from HKD 12.8 million in 2023, primarily due to the absence of government subsidies recorded in the previous year[59]. - Administrative expenses increased by approximately HKD 13.5 million to a total of HKD 54.8 million, driven by a rise in employee costs of about HKD 9.3 million[61]. - Financial costs for the reporting year were approximately HKD 17.4 million, up from HKD 9.2 million in 2023, mainly due to costs associated with property development in the Philippines[64]. - The group's current assets net value as of March 31, 2024, was approximately HKD 77.6 million, down from HKD 282.6 million in 2023, with a current ratio of 1.15 compared to 1.58 in 2023[66]. - The debt-to-equity ratio as of March 31, 2024, was approximately 72.8%, an increase from 54.8% in 2023[66]. - The group had no significant capital commitments as of March 31, 2024, consistent with the previous year[68]. - The company’s financial performance details are available in the audited consolidated financial statements[167]. Project Management and Operations - The company has allocated additional resources to expedite contract progress in response to government pressures[8]. - The ongoing geopolitical tensions and rising financial costs have created significant challenges for the company's property development projects in the Philippines[12]. - The company is actively engaging with the government to explore feasible solutions for contract issues[9]. - The company faced intensified competition in the Hong Kong civil engineering construction market, leading to suppressed contract prices and challenges in bidding[8]. - The company successfully secured new engineering and pipeline contracts in Malaysia valued at approximately HKD 187.8 million during the fiscal year[13]. - The company successfully secured construction contracts in mainland China, the Philippines, and Malaysia during the reporting year[36]. - As of March 31, 2024, the total contract amount for ongoing projects is HKD 1,063.4 million, with cumulative revenue recognized at HKD 946.8 million[37]. - The expected completion date for the Kai Tak Development Phase 4 infrastructure project is December 13, 2017, with a contract value of HKD 1,038.3 million and recognized revenue of HKD 938.8 million[37]. - The slope repair and improvement project in Area A has a contract value of HKD 25.1 million, with recognized revenue of HKD 8.0 million and expected completion by January 9, 2025[37]. - The company is listed as an approved contractor for various public works projects in Hong Kong, including waterworks and road engineering services[35]. - The management team includes experienced professionals with over 20 years in the industry, enhancing the company's operational capabilities[30][31]. - The company aims to expand its market presence through strategic partnerships and new project acquisitions in the region[36]. - The management is focused on enhancing operational efficiency and exploring new technologies to improve service delivery[36]. - The company has a strong pipeline of projects, indicating a positive outlook for future revenue growth[36]. - The company has submitted applications for further extensions on project completion dates, which are currently under consideration by clients[40]. Corporate Governance - The board of directors consists of six members, including three executive directors and three independent non-executive directors, ensuring a balanced representation to protect shareholder interests[91]. - The company aims to enhance its corporate governance practices to comply with the corporate governance code[89]. - The board has adopted a diversity policy, considering various measurable aspects such as gender, age, cultural background, and professional experience in its member selection process[100]. - The company plans to appoint at least one female director to the board by December 31, 2024, to improve gender diversity[101]. - Approximately 22% of the company's employees are female, indicating a commitment to increasing female representation in the workforce[101]. - The board meets at least four times a year, although only two regular meetings were held in the reporting year, with management providing updates through electronic communication[88]. - The company has established a code of conduct for securities trading by directors, ensuring compliance with listing rules[90]. - The board is responsible for the overall management of the company's business and is supported by executive directors and senior management in fulfilling its duties[94]. - The nomination committee is tasked with monitoring the implementation of the board diversity policy and will review it periodically to ensure effectiveness[100]. - The company emphasizes the importance of continuous professional development for directors and senior management to enhance governance practices[94]. - The company held two regular board meetings and various committee meetings during the reporting year[104]. - All executive directors have service contracts effective for an initial term of three years[108]. - Independent non-executive directors are required to rotate and seek re-election every three years[111]. - The board has established four committees: Audit, Remuneration, Nomination, and Risk Management[117]. - Each committee has a written terms of reference available on the stock exchange and the company's website[117]. - The company provides training for new directors to ensure understanding of business operations and regulatory responsibilities[113]. - All directors participated in training on corporate governance and regulatory requirements[117]. - The company has purchased liability insurance for directors and key personnel[112]. - The board ensures timely provision of meeting records containing all necessary information for informed decision-making[107]. - The company secretary is responsible for maintaining records of all board and committee meetings[104]. Risk Management - The Audit Committee reviewed the consolidated financial statements for the reporting year and confirmed compliance with applicable accounting standards and listing rules[121]. - The Compensation Committee assessed the remuneration of directors and senior management, finding it fair and reasonable, with three members earning between HKD 1,000,001 and HKD 1,500,000, and two members earning between HKD 1,500,001 and HKD 2,000,000[131]. - The Risk Management Committee held a meeting to discuss the 2023 risk management report and updated key risk indicators for 2024[129]. - The company has established a risk management framework that includes participation from the Board, Audit Committee, and Risk Management Committee[136]. - The Board is responsible for maintaining and annually reviewing the effectiveness of the risk management and internal control systems[133]. - The company has no significant uncertainties regarding its ability to continue as a going concern as of March 31, 2024[132]. - The Audit Committee consists of three independent non-executive directors, ensuring independence and objectivity in the audit process[121]. - The company has a structured process for identifying, assessing, and managing significant risks, which is continuously implemented[137]. - The Nomination Committee evaluates the structure and diversity of the Board, considering factors such as gender, age, and professional experience[127]. - The company has established a policy for handling and disclosing inside information, ensuring confidentiality and compliance[137]. - The company has engaged an independent advisory firm to conduct internal audits, assessing key risks and internal controls, with results submitted to senior management and the audit committee[140]. - The audit fees for the year ending March 31, 2024, amounted to approximately HKD 1,400,000, with HKD 1,200,000 for audit services and HKD 200,000 for other services[142]. - The board has conducted a comprehensive review of the risk management and internal control systems, concluding that they are effective and sufficient for the year[145]. Shareholder Communication and Dividend Policy - The company aims to balance dividend distribution and retention of sufficient liquidity to meet operational needs and seize future growth opportunities[147]. - The board will review the dividend policy periodically and has the discretion to update or modify it as deemed appropriate[149]. - The company has implemented various channels for communication with shareholders and investors, ensuring effective engagement[156]. - The board confirmed the effectiveness and adequacy of the risk management and internal control systems through an annual review, including changes in significant risks since the last review[141]. - The company encourages environmental protection measures among employees and has implemented practices to reduce energy consumption[156]. - The company has established a policy for shareholder communication, which has been effectively implemented during the reporting year[155]. - The board will consider various factors, including actual earnings performance and capital expenditure needs, when determining dividend amounts[147]. Market and Operational Challenges - Government contracts accounted for approximately 30% of the group's total revenue in the reporting year, down from 48% in 2023[169]. - The group primarily generates revenue from non-recurring projects, with no long-term agreements in place with clients, which may significantly impact future financial performance[172]. - The group did not experience any significant labor shortages or industrial actions during the reporting year, but future construction activities may face challenges in labor availability[173]. - Delays in public project commencement may arise from political disagreements and funding approval issues, potentially affecting operational performance[176]. - The group relies heavily on government contracts, and a significant reduction in such contracts could adversely impact business and profitability[169]. - The group’s main business activities remained unchanged during the reporting year, focusing on water engineering, roadworks, and construction services[166]. - The group has established anti-corruption policies to support compliance with relevant laws and regulations[162]. - The group has implemented a whistleblowing policy to allow employees and stakeholders to raise concerns confidentially[161]. - The company has expanded its business into the Philippines and Malaysia for construction projects and into mainland China for chemical materials trading, facing operational risks in overseas markets[177]. - Revenue from the largest customer accounted for approximately 35% of total revenue in the reporting year, down from 48% in 2023; revenue from the top five customers represented about 82% of total revenue, compared to 84% in 2023[183]. - The sales cost from the top five suppliers constituted about 18% of total sales costs in the reporting year, a decrease from approximately 45% in 2023; the largest supplier accounted for about 6% of total sales costs, down from 30% in 2023[186].