香港交易及結算所有限公司及香港聯合交易所有限公司 (｢聯交所｣ )對本公告之內容 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之任何損失承擔任何責任。 Kin Shing Holdings Limited 建成控股有限公司 （於開曼群島註冊成立之有限公司） – 2 – ( 股份代號： 1630 ) 於二零二五年八月十五日舉行之 二零二五年股東週年大會之投票結果 茲提述本公司日期均為二零二五年七月十七日之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｣ )及二零二五年股東週年大會( ｢二零二五年股東週年大 會｣ )通告( ｢二零二五年股東週年大會通告｣ )。除非文義另有所指，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八月十五日(星期五)上 午十時三十分於香港九龍尖沙咀海港城港威中心第5座1 6樓舉行，二零二五年股東 週年大會通告所載之所有提呈決議案已藉投票方式由股東正式通過。 本公司之香港股份過戶登記分處卓佳證券登記有限公司獲委任為二零二五年股 ...

FF301 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 致：香港交易及結算所有限公司 公司名稱: 建成控股有限公司 (於開曼群島註冊成立之有限公司) | 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) | 01630 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 1,500,000,000 | | 0 | | 1,500,000,000 | | 增加 / 減少 (-) | | | 0 | | 0 | | | | 本月底結存 | | | 1,500,000,000 | | 0 | | 1,500,000,000 | 第 2 頁 共 10 頁 v 1.1.1 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 ...

Core Insights - Angola's Ministry of Agriculture and Forestry announced a memorandum of understanding with China CITIC Construction for a large-scale agricultural project [1] - The project has an investment budget of approximately $250 million, to be implemented in five phases, with all financing sourced from Chinese investors [1] - The ultimate goal of the project is to establish a 100,000-hectare planting area for maize and soybeans to meet domestic consumption and export demands [1] Investment and Export Details - About 60% of the products produced will be exported to China, while the remaining will cater to local consumption in Angola [1] - The memorandum outlines multiple areas of cooperation, including the creation and optimization of a complete agricultural value chain [1] - It also aims to establish a plant quarantine system for food exports to China and promote the signing of bilateral agreements [1]

[Cover and Table of Contents](index=1&type=section&id=封面) [Company Information](index=3&type=section&id=公司資料) The report provides fundamental company information including the list of members of the Board of Directors and its various committees (Audit, Remuneration, Nomination, Investment), as well as the company secretary, authorized representatives, registered office, principal bankers, and stock code (1630)[3](index=3&type=chunk)[4](index=4&type=chunk) [Chairman's Statement](index=5&type=section&id=主席報告) [Performance Review and Outlook](index=5&type=section&id=主席報告) The Chairman's Statement reviews the operating results for the year ended March 31, 2025, noting a significant decrease in total revenue and gross profit due to market volatility and project delays, yet a substantial narrowing of loss attributable to owners of the company; the company anticipates continued intense competition in the formwork engineering industry and plans to address challenges through project diversification, customer base expansion, prudent capital management, and diversified investments Performance Summary | Metric | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. HKD 878.8 million | Approx. HKD 1,244.6 million | -29.4% | | Gross Profit | Approx. HKD 0.3 million | Approx. HKD 31.6 million | -99.0% | | Loss Attributable to Owners of the Company | Approx. HKD 9.5 million | Approx. HKD 43.8 million | **Loss narrowed by 78.3%** | - The primary reasons for the decline in revenue and gross profit include overall market volatility leading to delays in general contractor certification processes, unexpected additional costs due to changes in site management personnel, and project suspensions caused by the appointment of provisional liquidators for a major client, Polytec Construction Group[6](index=6&type=chunk) - To achieve business diversification, the Board continued to invest in listed securities during the reporting period, aiming to contribute stable investment returns to the Group[7](index=7&type=chunk) - Looking ahead, the company anticipates continued intense competition in the formwork engineering industry and uncertain labor costs, planning to address these challenges through expanding project scope and customer base, prudent capital management, and continued pursuit of long-term business growth[8](index=8&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=管理層討論與分析) [Business Overview](index=6&type=section&id=業務概覽) The Group's core business is formwork engineering, supplemented by minor building construction and financial instrument investments; in FY2025, formwork engineering contributed all revenue, with private sector projects being the primary income source at **75.1%** of total revenue, and the number of revenue-contributing clients increased from 12 to 15 Revenue by Business Segment | Business Segment | FY2025 Revenue | FY2024 Revenue | | :--- | :--- | :--- | | Formwork Engineering | Approx. HKD 878.8 million | Approx. HKD 1,244.6 million | Revenue Share by Project Sector | Project Sector | FY2025 Revenue Share | FY2024 Revenue Share | | :--- | :--- | :--- | | Private Sector | 75.1% | 70.8% | | Public Sector | 24.9% | 29.2% | - For the year ended March 31, 2025, the number of revenue-contributing clients increased to **15**, up from **12** in the prior year[17](index=17&type=chunk)[19](index=19&type=chunk) [Financial Review](index=8&type=section&id=財務回顧) In FY2025, the Group's total revenue decreased by **29.4%** to **HKD 878.8 million** primarily due to market volatility and certification delays; gross profit sharply declined by **99.0%** to **HKD 0.311 million**, with gross margin falling to **0.04%**; however, net other income turned profitable at **HKD 28.891 million** due to unrealized gains from securities investments, and a significant reduction in expected credit impairment losses led to a substantial narrowing of loss attributable to equity holders from **HKD 43.81 million** to **HKD 9.46 million** Financial Metrics Summary | Financial Metric | FY2025 (HKD thousand) | FY2024 (HKD thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 878,762 | 1,244,556 | -29.4% | | Gross Profit | 311 | 31,620 | -99.0% | | Gross Margin | 0.04% | 2.5% | **Decreased by 2.46 percentage points** | | Net Other Income/(Loss) | 28,891 | (9,373) | **Turned from loss to profit** | | Administrative Expenses | (20,956) | (22,353) | -6.3% | | Loss Attributable to Equity Holders | (9,460) | (43,810) | **Loss narrowed by 78.4%** | | Basic Loss Per Share (HK cents) | (0.63) | (2.92) | **Loss narrowed** | - The decrease in revenue was primarily due to overall market volatility and delays in general contractor certification processes; while the number of revenue-contributing projects increased from **29** to **43** during the year, the average revenue per project decreased[20](index=20&type=chunk) - The significant decline in gross profit and gross margin was attributed to market volatility, certification delays, additional costs due to changes in site management personnel, and extra costs incurred from project suspensions following the appointment of provisional liquidators for client Polytec Construction Group[26](index=26&type=chunk) - Net other income significantly increased, primarily due to unrealized gains from trading securities and net dividend income of approximately **HKD 23.6 million**, compared to a net loss of approximately **HKD 13.8 million** in the prior year[27](index=27&type=chunk) - The annual loss significantly narrowed, primarily benefiting from (i) the turnaround of securities investments from loss to profit, and (ii) a reduction in expected credit loss provisions from **HKD 40.7 million** to **HKD 13.9 million**, despite (iii) a substantial decrease in gross profit by **HKD 31.3 million**[31](index=31&type=chunk) [Corporate Finance and Risk Management](index=10&type=section&id=公司財務及風險管理) As of March 31, 2025, the Group held approximately **HKD 108 million** in cash, with its gearing ratio increasing to **146.6%**, and new bank borrowings of **HKD 9 million** were incurred during the year; the Group maintains a prudent funding policy with no significant asset pledges, acquisitions, disposals, or capital commitments; the company disclosed a lawsuit with a supplier involving a claim of approximately **HKD 21.208 million** and a disputed unpaid bill of **HKD 9.798 million**, and detailed its significant listed securities investment portfolio, with investment in HKEX accounting for **8.26%** of total assets Financial Position (As of March 31, 2025) | Financial Position (As of March 31, 2025) | Amount/Ratio | Prior Year (2024) | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 108.4 million | HKD 169.3 million | | Bank Borrowings | HKD 9 million | None | | Gearing Ratio | 146.6% | 125.4% | - The Group is involved in a lawsuit, claiming approximately **HKD 21.208 million** from a supplier, while the supplier counterclaims for approximately **HKD 9.798 million** in unsettled bills; the case is in its early stages with the outcome pending[39](index=39&type=chunk) Significant Investment Portfolio (As of March 31, 2025) | Investment Name | Shares Held | Fair Value (HKD thousand) | % of Total Assets | | :--- | :--- | :--- | :--- | | Hong Kong Exchanges and Clearing Limited (388) | 100,000 | 34,480 | 8.26% | | China Construction Bank (939) | 1,000,000 | 6,880 | 1.65% | | China Mobile (941) | 75,000 | 6,285 | 1.51% | | BOC Hong Kong (Holdings) Limited (2388) | 300,000 | 9,420 | 2.26% | | Ping An Insurance (Group) Company of China, Ltd. (2318) | 150,000 | 6,945 | 1.66% | - Key risks faced by the Group include reliance on non-recurring projects, inaccurate project estimations, increased construction material costs, construction litigation, and delays in project payment collection[48](index=48&type=chunk) [Biographies of Directors and Senior Management](index=15&type=section&id=董事及高級管理層履歷) [Directors and Senior Management Background](index=15&type=section&id=董事及高級管理層履歷) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, positions, industry experience, educational backgrounds, and roles in other listed companies - Core members of the executive director team, such as Chairman Mr. Leung Chi Kit and Chief Executive Officer Mr. Chow Tik Cheung, possess decades of extensive experience in the construction and formwork engineering industry, responsible for the Group's strategic development and daily operational decisions[54](index=54&type=chunk)[56](index=56&type=chunk) - The independent non-executive director team comprises professionals with expertise in accounting, financial management, and mergers and acquisitions, such as Mr. Lam Kai Yeung, Mr. Wong Yuk Lun, and Mr. Lam Wai Hung, who hold or have held directorships in multiple listed companies[57](index=57&type=chunk)[58](index=58&type=chunk)[61](index=61&type=chunk) - Senior management includes Executive Officer Ms. Cheng Wai Man and Company Secretary Ms. Tsui Wai Ting, both possessing extensive professional experience in accounting, administration, and company secretarial fields[63](index=63&type=chunk) [Corporate Governance Report](index=19&type=section&id=企業管治報告) [Corporate Governance Practices and the Board](index=19&type=section&id=企業管治常規) The company is committed to maintaining high standards of corporate governance, having adopted the Corporate Governance Code under the Listing Rules, and complied with all applicable code provisions during the reporting period; the Board comprises four executive directors and three independent non-executive directors, meeting independence requirements; the roles of Chairman and Chief Executive Officer are segregated to ensure clear responsibilities; the Board holds regular meetings and provides continuous professional development for directors - The company confirms compliance with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the year ended March 31, 2025[67](index=67&type=chunk) - The Board comprises **7** directors, including **4** executive directors and **3** independent non-executive directors, with independent non-executive directors constituting over one-third, meeting Listing Rules requirements[70](index=70&type=chunk)[71](index=71&type=chunk) - The roles of the company's Chairman (Mr. Leung Chi Kit) and Chief Executive Officer (Mr. Chow Tik Cheung) are clearly segregated and held by different individuals, with the Chairman leading the Board and formulating strategies, and the Chief Executive Officer managing the Group's daily operations[80](index=80&type=chunk) Board and General Meeting Attendance (FY2025) | Director Name | AGM Attendance Rate | Board Meeting Attendance Rate | | :--- | :--- | :--- | | Mr. Leung Chi Kit (Chairman) | 1/1 | 4/4 | | Ms. Cho Yuk Ching | 1/1 | 4/4 | | Mr. Chow Tik Cheung (CEO) | 1/1 | 4/4 | | Mr. Chan Sik Mau | 1/1 | 4/4 | | Mr. Lam Kai Yeung | 1/1 | 4/4 | | Mr. Wong Yuk Lun | 1/1 | 4/4 | | Mr. Lam Wai Hung | 1/1 | 4/4 | [Board Committees](index=23&type=section&id=董事委員會) The company has established four Board committees—Audit, Remuneration, Nomination, and Investment—to assist the Board in fulfilling its duties; the Audit Committee, composed of three independent non-executive directors, oversees financial reporting and internal control systems; the Remuneration Committee reviews director and senior management compensation; the Nomination Committee handles director nominations and assesses Board composition; the Investment Committee supervises investment decisions and strategies; the report details each committee's responsibilities, membership, and annual meeting attendance - The Audit Committee comprises three independent non-executive directors, chaired by Mr. Lam Kai Yeung, responsible for reviewing financial statements, internal control systems, and appointing external auditors; it held **2** meetings during the year[84](index=84&type=chunk)[86](index=86&type=chunk) - The Remuneration Committee consists of two executive directors and three independent non-executive directors, chaired by Mr. Wong Yuk Lun, responsible for reviewing remuneration policies and proposals; it held **2** meetings during the year[89](index=89&type=chunk)[91](index=91&type=chunk) - The Nomination Committee comprises two executive directors and three independent non-executive directors, chaired by Mr. Leung Chi Kit, responsible for reviewing Board composition, nominations, and diversity policy; it held **1** meeting during the year[96](index=96&type=chunk)[97](index=97&type=chunk) - The Investment Committee consists of one executive director and two independent non-executive directors, chaired by Mr. Chow Tik Cheung, responsible for reviewing the investment portfolio and proposing investment recommendations; it held **4** meetings during the year[110](index=110&type=chunk) [Internal Control and Shareholder Rights](index=30&type=section&id=內部控制及股東權利) The Board is fully responsible for the Group's internal control and risk management systems, deeming them effective and adequate; the company has established insider information handling procedures; the report clarifies shareholders' rights and procedures for convening extraordinary general meetings and proposing resolutions, and provides contact information for communication with the company, ensuring shareholder rights and effective communication - The Board is responsible for maintaining and reviewing the internal control and risk management systems, which it considers effective and adequate during the reporting period; while the company does not have a separate internal audit department, it has established procedures to perform internal audit functions[115](index=115&type=chunk)[118](index=118&type=chunk) - The company has adopted a dividend policy, committed to providing stable and sustainable dividends to shareholders, though payment depends on a comprehensive consideration of the Group's performance, financial position, and investment needs, among other factors[112](index=112&type=chunk) - Shareholders holding not less than one-tenth of the company's paid-up share capital have the right to request the convening of an extraordinary general meeting[122](index=122&type=chunk) External Auditor's Remuneration (FY2025) | Service Type | Fee (HKD) | | :--- | :--- | | Audit Services | 740,000 | | Non-Audit Services | 130,000 | | **Total** | **870,000** | [Environmental, Social and Governance (ESG) Report](index=33&type=section&id=環境%2C社會及管治報告) [Report Overview and Governance](index=33&type=section&id=報告概覽與管治) This ESG report covers the period from April 1, 2024, to March 31, 2025, aligning with the annual report's scope and prepared in accordance with the HKEX ESG Reporting Guide; the Board is fully responsible for ESG governance, supported by an ESG working group; the report identifies occupational health and safety, construction safety and quality, and anti-corruption as the most material ESG issues through materiality assessment - The Board holds overall responsibility for the Group's ESG matters and has appointed an ESG working group to assist with oversight, data collection, and report preparation[131](index=131&type=chunk) - Through materiality assessment, the Group identified the most material ESG issues as occupational health and safety, construction safety and quality control, and anti-corruption[141](index=141&type=chunk) [A. Environment](index=37&type=section&id=A.%20環境) In environmental aspects, the Group is committed to managing the impact of its operations; during the reporting period, total exhaust gas and greenhouse gas emissions increased due to a higher number of projects, but emissions density per project decreased; the Group implemented waste management, energy-saving, and water conservation measures; additionally, the company identified and assessed physical risks (e.g., extreme weather) and transition risks (e.g., policy and regulatory changes) posed by climate change, formulating corresponding response strategies Greenhouse Gas Emissions Performance | Metric | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 141.21 | 132.57 | | Intensity (per project) | tonnes CO2e/project | 3.28 | 4.57 | | Intensity (per HKD million revenue) | tonnes CO2e/HKD million revenue | 0.16 | 0.11 | Waste Generation Performance | Metric | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Hazardous Waste | kg | 11.91 | 12.56 | | Total Non-Hazardous Waste | tonnes | 5,677.76 | 5,362.69 | - The Group identified physical risks (e.g., typhoons, heavy rain potentially causing supply chain disruptions and facility damage) and transition risks (e.g., stricter carbon reduction regulations potentially increasing compliance costs) from climate change, and has formulated response measures such as purchasing insurance, monitoring weather warnings, and tracking regulatory changes[165](index=165&type=chunk)[167](index=167&type=chunk) [B. Society](index=43&type=section&id=B.%20社會) In social aspects, the Group considers employees its greatest asset, implementing equal opportunity employment policies; as of March 31, 2025, the Group's total employees were **1,231**, a decrease from the prior year; during the reporting period, both work-related injuries and lost workdays decreased; the Group provides safety and development training for employees, strictly adheres to labor standards, prohibiting child and forced labor; in supply chain management, environmentally friendly suppliers are prioritized; regarding product responsibility, the Group emphasizes engineering quality and has customer complaint handling procedures; additionally, the Group has established anti-corruption policies and whistleblowing mechanisms, and actively participates in community investment - As of March 31, 2025, the Group's total number of employees was **1,231**, a significant decrease from **2,179** in 2024; the employee turnover rate for the year was **69.68%**[168](index=168&type=chunk)[171](index=171&type=chunk) - During the reporting period, **19** work-related injuries were recorded, resulting in **1,631** lost workdays, a significant improvement from **49** accidents and **5,206** lost workdays in the prior year; there have been no work-related fatalities in the past three years[173](index=173&type=chunk) - The Group adopts a zero-tolerance approach to forced or child labor, verifying through strict recruitment procedures, with no related violations found during the reporting period[180](index=180&type=chunk)[181](index=181&type=chunk) - The Group has formulated a Whistleblowing Policy to address corruption incidents and provided anti-corruption training for directors and senior management; no concluded corruption litigation cases were reported during the period[194](index=194&type=chunk) - The Group actively fulfills its social responsibilities, donating **HKD 5,000** to the Hong Kong Association of Senior Citizens in March 2025[195](index=195&type=chunk) [Directors' Report](index=55&type=section&id=董事會報告) [Statutory Disclosures](index=55&type=section&id=董事會報告) This statutory Directors' Report outlines the Group's principal activities, performance, dividend policy, directors, and shareholding structure; during the reporting period, the Group primarily engaged in formwork engineering and financial instrument investments; the Board recommends no final dividend payment; the report discloses shareholdings of directors and substantial shareholders, with controlling shareholder Mr. Leung Chi Kit and parties acting in concert holding **75%** of shares; additionally, it confirms the concentration of major customers and suppliers and the controlling shareholder's compliance with non-compete undertakings - The Board recommends no final dividend payment for the year ended March 31, 2025[211](index=211&type=chunk) - Chairman Mr. Leung Chi Kit and his spouse Ms. Cho Yuk Ching are deemed to have interests in **1,125,000,000** shares, representing **75%** of the company's issued share capital; these shares are pledged to Kingston Financial (Nominees) Limited[226](index=226&type=chunk)[228](index=228&type=chunk) - For the year ended March 31, 2025, the Group's five largest customers accounted for approximately **76.5%** of total turnover, with the largest customer contributing **20.6%**; the five largest suppliers accounted for approximately **67.5%** of total purchases, with the largest supplier contributing **24.2%**[232](index=232&type=chunk) - The company confirms that the controlling shareholders have complied with all undertakings in the non-compete deed dated May 23, 2017[233](index=233&type=chunk)[240](index=240&type=chunk) - Based on public information, the company confirms that as of the reporting date, the public float is not less than **25%**, complying with Listing Rules requirements[243](index=243&type=chunk) [Independent Auditor's Report](index=62&type=section&id=獨立核數師報告) [Audit Opinion and Key Audit Matters](index=62&type=section&id=獨立核數師報告) Auditor UHY CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance; the report identified two key audit matters: revenue recognition for construction contracts, and the recoverability of trade and other receivables and contract assets; for these matters, the auditor performed procedures including understanding internal controls, sample testing, site visits, and evaluating management judgments - The auditor believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position and performance in accordance with Hong Kong Financial Reporting Standards, and issued an unmodified opinion[249](index=249&type=chunk) - Key Audit Matter One: Revenue recognition for construction contracts, identified as critical due to its significant impact on the statement of profit or loss and the management's judgment involved in measuring the value of work completed[253](index=253&type=chunk) - Key Audit Matter Two: Recoverability of trade and other receivables and contract assets, identified as critical because the related balances are material to the financial statements as a whole, and the estimation of expected credit losses involves significant management judgment[255](index=255&type=chunk) [Consolidated Financial Statements](index=67&type=section&id=綜合財務報表) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=67&type=section&id=綜合損益及其他全面收益表) For the year ended March 31, 2025, the Group recorded revenue of **HKD 878.8 million**, a **29.4%** year-on-year decrease; gross profit was **HKD 0.311 million**, a sharp **99.0%** year-on-year reduction; due to significant improvement in net other income and reduced impairment losses, the annual loss substantially narrowed from **HKD 43.81 million** in the prior year to **HKD 9.46 million** Consolidated Statement of Profit or Loss Summary (HKD thousand) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 878,762 | 1,244,556 | | Gross Profit | 311 | 31,620 | | Loss Before Tax | (8,604) | (43,810) | | Loss and Total Comprehensive Expense for the Year | (9,460) | (43,810) | | Basic Loss Per Share (HK cents) | (0.63) | (2.92) | [Consolidated Statement of Financial Position](index=68&type=section&id=綜合財務狀況表) As of March 31, 2025, the Group's total assets were **HKD 417.6 million**, a decrease from **HKD 483.9 million** in the prior year; total liabilities were **HKD 304.8 million**; net assets (total equity) were **HKD 112.8 million**, slightly lower than **HKD 122.3 million** last year; net current assets remained relatively stable Consolidated Statement of Financial Position Summary (HKD thousand) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Non-current Assets | 20,430 | 29,442 | | Current Assets | 397,167 | 454,437 | | **Total Assets** | **417,597** | **483,879** | | **LIABILITIES AND EQUITY** | | | | Current Liabilities | 303,056 | 360,228 | | Non-current Liabilities | 1,700 | 1,350 | | **Total Liabilities** | **304,756** | **361,578** | | **Net Assets** | **112,841** | **122,301** | | **Total Equity** | **112,841** | **122,301** | [Consolidated Statement of Cash Flows](index=71&type=section&id=綜合現金流量表) For the year ended March 31, 2025, the Group generated a net cash outflow of **HKD 76.152 million** from operating activities, contrasting with a net inflow of **HKD 27.978 million** last year, primarily due to working capital changes; net cash inflow from investing activities was **HKD 6.085 million**; financing activities resulted in a net cash inflow of **HKD 9.174 million** due to new bank loans; cash and cash equivalents decreased by **HKD 60.893 million** during the year, with an ending balance of **HKD 108.4 million** Consolidated Statement of Cash Flows Summary (HKD thousand) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash (Used in)/From Operating Activities | (76,152) | 27,978 | | Net Cash From/(Used in) Investing Activities | 6,085 | (5,932) | | Net Cash From/(Used in) Financing Activities | 9,174 | (3,189) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (60,893) | 18,857 | | Cash and Cash Equivalents at Beginning of Year | 169,308 | 150,451 | | **Cash and Cash Equivalents at End of Year** | **108,415** | **169,308** | [Notes to the Consolidated Financial Statements](index=73&type=section&id=綜合財務報表附註) This section provides detailed explanations and supplementary information for the financial statements, including significant accounting policies, critical accounting estimates, and detailed analysis of various statement items (e.g., revenue, segment information, financial instruments, related party transactions); the notes indicate that all Group revenue is derived from formwork engineering business in Hong Kong, and also disclose fair values of financial assets, aging analysis and impairment assessment of trade receivables, and details of a lawsuit with a supplier - All Group revenue is derived from formwork engineering business in Hong Kong and recognized over time[361](index=361&type=chunk) - Segment information indicates that formwork engineering is the primary source of revenue and assets, while the trading and investment business contributed a segment profit of **HKD 26.289 million** in FY2025, reversing last year's loss[366](index=366&type=chunk)[369](index=369&type=chunk) - The notes disclose details of a lawsuit with a supplier: the Group claims approximately **HKD 21.208 million** for delayed material delivery, while the supplier counterclaims for the Group's failure to settle approximately **HKD 9.798 million** in bills; the case is still ongoing[473](index=473&type=chunk) - The financial instruments notes detail credit risk management policies and provide aging analysis and impairment assessment for trade receivables and contract assets[449](index=449&type=chunk)[455](index=455&type=chunk)[461](index=461&type=chunk) [Five-Year Financial Summary](index=133&type=section&id=五年財務概要) [Five-Year Financial Summary](index=133&type=section&id=五年財務概要) This section provides a summary of the Group's key performance and financial position data for the past five fiscal years (from 2021 to 2025), illustrating trends in revenue, loss/profit before tax, total assets, total liabilities, and net assets Five-Year Financial Data Summary (HKD thousand) | Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 878,762 | 1,244,556 | 474,768 | 600,863 | 523,949 | | Loss/(Profit) Before Tax | (8,604) | (43,810) | 11,887 | (12,497) | 4,120 | | **Assets and Liabilities** | | | | | | | Total Assets | 417,597 | 483,879 | 425,960 | 379,276 | 391,130 | | Total Liabilities | 304,756 | 361,578 | 259,849 | 225,052 | 224,409 | | Net Assets | 112,841 | 122,301 | 166,111 | 154,224 | 166,721 |

Core Viewpoint - Tongyu New Materials (301630.SZ) has initiated its IPO with a price of 84 CNY per share and a price-to-earnings ratio of 23.94 times, focusing on the development, production, and sales of electronic resins primarily used in copper-clad laminate production [1] Group 1: Company Overview - Tongyu New Materials specializes in electronic resin products, including MDI modified epoxy resin, DOPO modified epoxy resin, high-bromine epoxy resin, BPA-type phenolic epoxy resin, and phosphorus-containing phenolic resin curing agents [1] - The company has established long-term partnerships with well-known manufacturers in the copper-clad laminate industry, such as Kingboard Group, Shengyi Technology, Nanya New Material, Huazheng New Material, Jinbao Electronics, and Ultrasonic Electronics [1] Group 2: Financial Performance - For the fiscal years 2022, 2023, and 2024, the company reported revenues of approximately 1.193 billion CNY, 886 million CNY, and 952 million CNY, respectively, with net profits of about 188 million CNY, 164 million CNY, and 143 million CNY [1] - As of December 31, 2024, the total assets are projected to be approximately 1.506 billion CNY, with equity attributable to the parent company at around 798 million CNY and a debt-to-asset ratio of 33.65% [2] - The projected net profit for 2024 is approximately 143 million CNY, with a basic and diluted earnings per share of 4.78 CNY and a return on equity of 19.87% [2] Group 3: Risks - The company has indicated potential risks related to its wholly-owned subsidiary, Jiangxi Tongyu, which has incurred losses during its construction and trial production phases, amounting to 3.49 million CNY, 7.05 million CNY, and 14.44 million CNY over the reporting periods [2]

[Financial Performance](index=1&type=section&id=Financial%20Performance) [Consolidated Financial Statements](index=1&type=section&id=Consolidated%20Financial%20Statements) The Group's FY2025 revenue significantly decreased, but net loss narrowed due to reduced impairment and increased other income, alongside slight declines in assets and cash, and new bank borrowings Consolidated Statement of Profit or Loss Summary | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 878,762 | 1,244,556 | -29.4% | | Gross Profit | 311 | 31,620 | -99.0% | | Loss Before Tax | (8,604) | (43,810) | Loss narrowed by 79.9% | | Loss for the Year | (9,460) | (43,810) | Loss narrowed by 78.4% | | Basic Loss Per Share (HK Cents) | (0.63) | (2.92) | Loss narrowed by 78.4% | Consolidated Statement of Financial Position Summary | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Assets | 417,597 | 483,879 | -13.7% | | Total Liabilities | 304,756 | 361,578 | -15.7% | | Net Assets | 112,841 | 122,301 | -7.7% | | Cash and Cash Equivalents | 108,415 | 169,308 | -36.0% | | Bank Borrowings | 9,000 | – | N/A | [Notes to Financial Statements](index=3&type=section&id=Notes%20to%20Financial%20Statements) These notes detail the financial statements' basis, accounting policies, and key items, highlighting the Group's core formwork engineering business in Hong Kong across three segments - The Group is primarily engaged in providing **formwork engineering**, **building construction works**, and **trading and investment businesses**, with all operations and assets located in Hong Kong[6](index=6&type=chunk)[12](index=12&type=chunk)[20](index=20&type=chunk) Segment Revenue and Results (2025) | Segment | Revenue (HKD Thousands) | Segment (Loss)/Profit (HKD Thousands) | | :--- | :--- | :--- | | Formwork Engineering | 878,762 | (25,353) | | Building Construction Works | – | (11) | | Trading and Investment Business | – | 26,289 | - Customer concentration shifted, as major client A (contributing **HKD 499 million** in FY2024 revenue) was no longer a primary client in FY2025, replaced by **four new clients** each contributing over **10%** of revenue[21](index=21&type=chunk) [Dividend](index=11&type=section&id=Dividend) The Board does not recommend a final dividend for the year ended March 31, 2025 - For the year ended March 31, 2025, the company neither declared nor proposed any dividends[27](index=27&type=chunk)[62](index=62&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Business Overview and Prospects](index=13&type=section&id=Business%20Overview%20and%20Prospects) The Group's core formwork engineering business, primarily in Hong Kong's private sector, plans to diversify risks by expanding project types and client base amidst market competition and cost uncertainties - The Group is primarily engaged in **formwork engineering**, contributing approximately **HKD 879 million** in revenue in FY2025, with **75.1%** of total revenue from private sector projects[31](index=31&type=chunk)[32](index=32&type=chunk) - The formwork engineering industry anticipates continued challenges from intensified market competition and uncertain labor costs, prompting the Group to mitigate risks by expanding its project scope and client base[34](index=34&type=chunk) [Financial Review](index=14&type=section&id=Financial%20Review) Despite sharp declines in revenue and gross profit, the Group successfully narrowed its net loss due to improved investment income and reduced impairment provisions [Revenue](index=14&type=section&id=Revenue) Revenue decreased by 29.4% year-on-year to HKD 879 million, primarily due to industry market fluctuations causing delays in general contractor certification processes Revenue Performance | Fiscal Year | Revenue (HKD Thousands) | Number of Projects | | :--- | :--- | :--- | | 2025 | 878,762 | 43 | | 2024 | 1,244,556 | 29 | - The decrease in revenue was primarily due to overall industry market fluctuations and delays in general contractor certification processes for general contractors[35](index=35&type=chunk) [Gross Profit & Margin](index=15&type=section&id=Gross%20Profit%20%26%20Margin) Gross profit plummeted by 99.0% to HKD 311 thousand, with gross margin falling from 2.5% to 0.04%, due to certification delays, unexpected costs, and project suspensions Gross Profit and Gross Margin Performance | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Gross Profit (HKD Thousands) | 311 | 31,620 | | Gross Margin | 0.04% | 2.5% | - The three main reasons for the decline in gross profit and gross margin are: (i) delays in general contractor certification; (ii) additional costs due to changes in on-site management personnel; and (iii) project suspensions caused by the appointment of provisional liquidators for client Paul Y. Engineering Group[37](index=37&type=chunk) [Other Income and Expenses](index=15&type=section&id=Other%20Income%20and%20Expenses) Net other income shifted from a loss to a gain, driven by unrealized trading securities gains and dividend income, while administrative expenses decreased by 6.3% - The significant increase in net other income was primarily due to the trading and investment business segment recording a net gain of approximately **HKD 23.6 million**, compared to a net loss of approximately **HKD 13.8 million** in the prior year[38](index=38&type=chunk) - Administrative expenses decreased by **6.3%** year-on-year, primarily due to reduced administrative staff costs[39](index=39&type=chunk) [Loss for the Year](index=16&type=section&id=Loss%20for%20the%20Year) Loss attributable to shareholders significantly narrowed from HKD 43.81 million to HKD 9.46 million, driven by net investment gains and reduced impairment, offsetting gross profit decline Loss for the Year Comparison | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Loss attributable to equity holders of the Company | (9,460) | (43,810) | - The narrowed loss is primarily due to: (i) a net gain in trading and investment business, contrasting with a net loss last year; and (ii) a significant reduction in expected credit loss provisions, with these positive factors outweighing the negative impact of (iii) decreased gross profit[42](index=42&type=chunk) [Liquidity and Risk Management](index=16&type=section&id=Liquidity%20and%20Risk%20Management) The Group's cash position weakened, and gearing ratio rose to 146.6% due to new bank borrowings, with key operational risks including reliance on non-recurring items and inaccurate cost estimates Liquidity and Capital Structure | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents (HKD Thousands) | 108,415 | 169,308 | | Bank Borrowings (HKD Thousands) | 9,000 | – | | Gearing Ratio | 146.6% | 125.4% | - Key risks include: revenue reliance on non-recurring items, inaccurate contract price estimates, significant increases in construction material costs, construction litigation, and untimely recovery of progress payments[55](index=55&type=chunk) [Material Investments](index=18&type=section&id=Material%20Investments) The Group holds a HKD 71.11 million Hong Kong-listed securities portfolio, recording fair value gains and dividend income, with HKEX investment being the most significant single holding at 8.26% of total assets Overview of Major Investments (As at March 31, 2025) | Investment Name | Fair Value (HKD Thousands) | Fair Value Change (HKD Thousands) | Dividends Received (HKD Thousands) | | :--- | :--- | :--- | :--- | | Hong Kong Exchanges and Clearing (388) | 34,480 | 11,700 | 926 | | China Construction Bank (939) | 6,880 | 2,160 | 586 | | BOC Hong Kong (Holdings) (2388) | 9,420 | 3,135 | 514 | | Ping An Insurance (Group) (2318) | 6,945 | 1,987 | 360 | - Fair value changes of financial assets at fair value through profit or loss resulted in a gain of **HKD 20.52 million** (compared to a loss of **HKD 16.66 million** last year), with dividend income of **HKD 3.15 million**[22](index=22&type=chunk) - The investment in Hong Kong Exchanges and Clearing is the only individual investment accounting for more than **5%** of the Group's total assets[53](index=53&type=chunk) [Operational Information](index=17&type=section&id=Operational%20Information) The Group is in legal proceedings with a supplier over delayed material delivery with an uncertain outcome, while employee count significantly decreased from 2,179 to 1,231, leading to reduced staff costs - The Group is claiming approximately **HKD 21.21 million** from a supplier for delayed material delivery, while the supplier counter-sues for breach of contract and unpaid amounts of approximately **HKD 9.8 million**, with the case in early stages and an unestimable outcome[49](index=49&type=chunk) Employees and Staff Costs | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 1,231 | 2,179 | | Total Staff Costs (HKD Thousands) | 473,103 | 578,773 | [Corporate Governance and Other Disclosures](index=22&type=section&id=Corporate%20Governance%20and%20Other%20Disclosures) [Compliance and Governance](index=22&type=section&id=Compliance%20and%20Governance) The Group complies with the Corporate Governance Code, with an Audit Committee of three independent non-executive directors, and was fined HKD 152,800 for seven breaches of construction site safety regulations during the year - During the year, the Group was fined a total of **HKD 152,800** for **seven summonses** related to breaches of the Construction Sites (Safety) Regulations and relevant ordinances[60](index=60&type=chunk) - The Audit Committee comprises **three independent non-executive directors**, responsible for reviewing financial statements, accounting policies, and risk management and internal control systems[68](index=68&type=chunk) [Shareholder Information](index=22&type=section&id=Shareholder%20Information) The Board does not recommend a final dividend, and the Annual General Meeting is scheduled for August 15, 2025, with share transfer registration suspended from August 12 to 15 - The Board does not recommend payment of a final dividend for the year ended March 31, 2025[62](index=62&type=chunk) - The Annual General Meeting will be held on **August 15, 2025**, and share transfer registration will be suspended from **August 12 to August 15, 2025**[63](index=63&type=chunk)

Financial Performance - Total revenue decreased by approximately HKD 111.8 million or 20.6% to about HKD 432.1 million for the six months ended September 30, 2024, compared to HKD 543.9 million for the same period in 2023[10]. - Profit attributable to owners increased by approximately HKD 16.1 million or 243.9% to about HKD 9.5 million, primarily due to unrealized fair value gains of approximately HKD 15.7 million on financial assets[10]. - Gross profit decreased by approximately HKD 8.5 million or 85% to about HKD 1.5 million, with gross margin dropping from approximately 1.8% to about 0.3%[23]. - Revenue for the six months ended September 30, 2024, was HKD 432,088,000, a decrease of 20.6% compared to HKD 543,918,000 for the same period in 2023[70]. - Gross profit for the same period was HKD 1,496,000, down 85.1% from HKD 10,023,000 in 2023[70]. - The company reported a profit before tax of HKD 9,453,000, compared to a loss of HKD 6,552,000 in the previous year[70]. - The company reported a profit of HKD 9,453,000 for the six months ended September 30, 2024, compared to a loss of HKD 6,552,000 in the same period in 2023, indicating a significant turnaround[139]. Revenue Sources - Revenue from private sector projects was approximately HKD 324.7 million, accounting for about 75.1% of total revenue, while public sector project revenue was approximately HKD 107.4 million, accounting for about 24.9%[10]. - The group received 10 new tenders with a total contract value of approximately HKD 332.0 million during the reporting period[11]. Expenses and Cost Management - Other income increased by approximately HKD 24.2 million to about HKD 19.8 million, mainly due to fair value changes in financial assets[24]. - Administrative expenses decreased by approximately 2.1% to about HKD 9.3 million, attributed to reduced headquarters operating expenses[25]. - The group continues to focus on expanding its customer base and implementing strict cost control measures on existing projects[16]. - The overall economic environment has negatively impacted the group's gross margin, cash flow, and operational efficiency[11]. Cash Flow and Financial Position - As of September 30, 2024, the group had cash and cash equivalents of approximately HKD 90.2 million, a decrease of about 46.7% from HKD 169.3 million as of March 31, 2024, primarily due to increased direct costs and delays in project completion[30]. - The capital-to-equity ratio as of September 30, 2024, was approximately 114.7%, down from about 125.4% as of March 31, 2024[30]. - The total assets decreased to HKD 381,037,000 as of September 30, 2024, from HKD 483,879,000 as of March 31, 2024[72]. - Cash and cash equivalents at the end of the period were HKD 90,210,000, down from HKD 169,308,000 at the beginning of the period[82]. - The net cash used in operating activities was HKD (79,074,000), compared to HKD (20,726,000) in the previous year[82]. - The total equity as of September 30, 2024, was HKD 131,754,000, an increase from HKD 122,301,000 as of March 31, 2024[72]. Employee and Management Information - The group employed 1,578 employees as of September 30, 2024, a decrease from 1,885 employees as of September 30, 2023, primarily due to the completion phase of template engineering projects[49]. - Total salary costs recognized in the profit and loss for the six months ended September 30, 2024, amounted to approximately HKD 263.3 million, compared to approximately HKD 294.7 million for the same period in 2023, reflecting a decrease of about 10.6%[49]. - The short-term employee benefits for key management personnel increased to HKD 3,394,000, up 3.5% from HKD 3,278,000 in the previous year[164]. Corporate Governance and Compliance - The company has adopted the corporate governance code as per the listing rules and confirmed compliance for the six months ended September 30, 2024[52]. - The audit committee, consisting of three independent non-executive directors, has reviewed the accounting principles and policies adopted by the group for the six months ended September 30, 2024[55]. - The company will continue to review and monitor its corporate governance practices to maintain and improve standards[52]. Shareholder Information - Major shareholders, including Mr. Leung and Ms. Chao, hold 75% of the issued share capital, with Mr. Leung having a controlled corporation interest of 1,125,000,000 shares[61]. - The average number of ordinary shares outstanding remained stable at 1,500,000,000 shares[136]. - The issued and fully paid ordinary shares remain at 1,500,000 shares with a total value of HKD 15,000,000 as of September 30, 2024[159]. Asset and Liability Management - The group did not have any bank borrowings as of September 30, 2024, consistent with the previous period[30]. - The group has not pledged any assets as of September 30, 2024[32]. - The group has no significant capital commitments as of September 30, 2024[33]. - The group has no significant contingent liabilities as of September 30, 2024[34]. - Trade receivables increased to HKD 59,827,000 from HKD 41,111,000, representing a growth of about 45.5%[143]. - The company's financial assets at fair value through profit or loss rose to HKD 66,321,000 from HKD 50,595,000, an increase of approximately 31.1%[142]. - Contract assets decreased to HKD 137,441,000 from HKD 183,849,000, a decline of about 25.3%[147]. - Trade payables decreased significantly to HKD 16,382,000 from HKD 39,120,000, a reduction of approximately 58.2%[150]. Other Notable Information - The company did not enter into any derivative contracts to hedge foreign exchange risks for the six months ended September 30, 2024, as the board believes that foreign exchange risk is not significant[47]. - There were no significant acquisitions or disposals of subsidiaries or associates during the reporting period[48]. - The company has not reported any new product or technology developments during the reporting period[48]. - The company did not declare any dividends for the interim period, consistent with the previous year[138]. - The company has not purchased, sold, or redeemed any of its securities during the six months ended September 30, 2024[66]. - The company did not recognize any Hong Kong profits tax provision for the six months ended September 30, 2024, due to available losses carried forward[133].

Financial Performance - The company reported a total profit attributable to owners of HKD 9,453,000 for the six months ended September 30, 2024, compared to a loss of HKD 6,552,000 in the same period last year[3]. - Basic and diluted earnings per share were HKD 0.63, a significant improvement from a loss of HKD 0.44 per share in the previous year[3]. - The company reported a net profit attributable to shareholders of HKD 9,453 thousand for the six months ended September 30, 2024, compared to a loss of HKD 6,552 thousand in the same period of 2023[29]. - The profit attributable to the company's owners for the six months ended September 30, 2024, was approximately HKD 9.5 million, a significant increase of about 243.9% compared to a loss of about HKD 6.6 million for the same period in 2023[44]. - Other income increased from a loss of about HKD 4.4 million to approximately HKD 19.8 million, primarily due to a fair value change in financial assets amounting to about HKD 24.6 million[40]. Revenue and Projects - Total revenue for the six months was HKD 432,088,000, down 20.6% from HKD 543,918,000 in the same period last year[3][12]. - For the six months ended September 30, 2024, revenue was approximately HKD 432.1 million, a decrease from HKD 543.9 million for the same period in 2023, attributed to a decline in the number of projects in the template market due to a challenging economic environment[37]. - Total revenue decreased by approximately HKD 111.8 million or 20.6% to about HKD 432.1 million for the six months ended September 30, 2024, compared to HKD 543.9 million for the same period in 2023[61]. - Private sector project revenue was approximately HKD 324.7 million, accounting for about 75.1% of total revenue, while public sector project revenue was approximately HKD 107.4 million, accounting for about 24.9% of total revenue[61]. - The total number of new contracts awarded during the review period was 10, with a total contract value of approximately HKD 332.0 million[63]. Assets and Liabilities - Total assets as of September 30, 2024, were HKD 381,037,000, down from HKD 483,879,000 as of March 31, 2024[5]. - The total liabilities as of September 30, 2024, were HKD 249,283 thousand, a decrease from HKD 361,578 thousand as of March 31, 2024, indicating a reduction of approximately 30.9%[1]. - Current liabilities decreased to HKD 248,181,000 from HKD 360,228,000 as of March 31, 2024[5]. - The net asset value increased to HKD 131,754,000 from HKD 122,301,000 as of March 31, 2024[5]. - Trade receivables as of September 30, 2024, amounted to HKD 59,827 thousand, with an allowance for credit losses of HKD 10,334 thousand, resulting in a net trade receivable of HKD 49,493 thousand[31]. Costs and Expenses - Gross profit decreased to HKD 1,496,000, a decline of 85.1% compared to HKD 10,023,000 in the previous year[3]. - The group's gross profit decreased by approximately 85% from about HKD 10.0 million to about HKD 1.5 million, with a gross margin decline from approximately 1.8% to 0.3% due to project delays and additional costs[39]. - The total compensation cost recognized in the income statement for the six months ended September 30, 2024, was approximately HKD 263.3 million, compared to approximately HKD 294.7 million for the same period in 2023[60]. - Administrative expenses decreased by approximately 2.3% from about HKD 9.5 million to about HKD 9.3 million, mainly due to reduced headquarters operating costs[42]. - The financing costs for the six months ended September 30, 2024, were HKD 1,424 thousand, slightly down from HKD 1,482 thousand in the same period of 2023[26]. Strategic Focus and Market Conditions - The company continues to focus on template engineering services, which accounted for the entirety of its revenue in the current period[12]. - The company plans to adopt a more competitive pricing strategy to increase market share in the infrastructure formwork market due to a decrease in project numbers[64]. - The company aims to continue expanding its client base and implementing strict cost control measures on existing projects to enhance project management efficiency[64]. - The company focused primarily on the Hong Kong market during the reporting period, with 31 projects contributing to revenue[38]. Dividends and Acquisitions - The company did not declare any dividends for the interim period, consistent with the previous year[28]. - The board did not recommend any interim dividend for the six months ended September 30, 2024, consistent with the previous year[45]. - The group did not engage in any significant acquisitions or disposals of subsidiaries or associates during the reporting period[57]. Financial Position and Risk Management - The group maintained a prudent funding and treasury policy, closely monitoring its liquidity position to meet funding needs[47]. - There were no significant contingent liabilities or major capital commitments as of September 30, 2024[51][50]. - No significant impact on financial performance was noted from the adoption of new accounting standards during the reporting period[10].

[Company Information](index=2&type=section&id=Company%20Information) This section provides core company information for Build King Holdings Limited, including its directors, committee members, and essential corporate contact details - The report provides core company information for Build King Holdings Limited, including its executive and non-executive directors, committee members, company secretary, registered office, principal place of business, share registrar, principal bankers, and company website[3](index=3&type=chunk)[5](index=5&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews the year ended March 31, 2024, highlighting a **162.1% revenue increase** but a turn to a **HKD 43.8 million loss** attributable to owners, with future plans focusing on prudent capital management and business diversification amid industry challenges FY2024 Performance Summary | Indicator | FY2024 | FY2023 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | Approximately HKD 1,200 million | Approximately HKD 474.8 million | +162.1% | | Gross Profit | Approximately HKD 31.6 million | Approximately HKD 15.3 million | +106.5% | | (Loss) / Profit Attributable to Owners of the Company | Approximately (HKD 43.8) million | Approximately HKD 11.9 million | Turned from profit to loss | - Revenue growth was primarily driven by large tender contracts awarded in early 2023 entering their peak construction phase[7](index=7&type=chunk) - Gross margin remained at a low level, mainly due to increased wages for experienced workers, additional on-site costs, and intense competition for new contracts[7](index=7&type=chunk) - Looking ahead, the formwork engineering industry is expected to continue facing challenges from intensified market competition and uncertain labor costs; the Group will expand project types and client base while adopting prudent capital and liquidity risk management[9](index=9&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed analysis of the Group's business operations, financial performance, risk management strategies, and human resources policies for the reporting period [Business Overview](index=6&type=section&id=Business%20Overview) The Group's core business is formwork engineering, supplemented by building construction and financial instrument investments, with formwork engineering contributing approximately HKD 1.245 billion in revenue in FY2024, and private sector projects accounting for 70.8% of total revenue - The Group's principal business is formwork engineering, categorized into traditional timber formwork and metal formwork systems[15](index=15&type=chunk) Revenue Distribution by Sector | Project Sector | FY2024 Revenue (million HKD) | Percentage of Total Revenue | FY2023 Revenue (million HKD) | Percentage of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Private Sector | Approximately 882 | 70.8% | Approximately 405 | 85.4% | | Public Sector | Approximately 363 | 29.2% | Approximately 69 | 14.6% | [Financial Review](index=8&type=section&id=Financial%20Review) This fiscal year, the Group's revenue significantly increased to approximately HKD 1.245 billion due to large contracts, but gross margin slightly decreased to 2.5%, leading to a loss of HKD 43.8 million from last year's profit of HKD 11.9 million, primarily due to the absence of government wage subsidies, unrealized losses from investment securities, and increased expected credit loss provisions [Revenue](index=8&type=section&id=Revenue) For the year ended March 31, 2024, the Group's revenue significantly increased from HKD 475 million to HKD 1.245 billion, driven by several large tender contracts awarded in early 2023 entering their peak construction phase, with the number of high-revenue projects (over HKD 50 million) increasing from 4 to 9 Number of Projects by Revenue Recognized | Revenue Recognized (HKD) | Number of Projects 2024 | Number of Projects 2023 | | :--- | :--- | :--- | | Over 100,000,001 | 3 | 2 | | 50,000,001 to 100,000,000 | 6 | 2 | | 10,000,001 to 50,000,000 | 6 | 5 | | 1,000,000 to 10,000,000 | 10 | 9 | | Less than 1,000,000 | 4 | 11 | | **Total** | **29** | **29** | [Gross Profit and Gross Margin](index=9&type=section&id=Gross%20Profit%20and%20Gross%20Margin) This fiscal year, gross profit increased by 107.1% to HKD 31.6 million due to higher revenue, stable raw material prices, and foreign worker employment, yet gross margin slightly decreased from 3.2% to 2.5% due to rising experienced worker wages, additional on-site costs, and intense market competition Gross Profit and Gross Margin Performance | Indicator | FY2024 | FY2023 | Change | | :--- | :--- | :--- | :--- | | Gross Profit | HKD 31.6 million | HKD 15.3 million | +107.1% | | Gross Margin | 2.5% | 3.2% | -0.7pp | [Other (Losses) / Income, Net](index=9&type=section&id=Other%20(Losses)%20%2F%20Income%2C%20Net) Other income turned into an other loss of HKD 9.4 million this year from HKD 20.6 million last year, a 145.5% decrease, primarily due to the absence of approximately HKD 16.6 million in government wage subsidies and a net loss of approximately HKD 13.8 million from trading securities investments, compared to a gain of HKD 2.4 million last year - Absence of approximately **HKD 16.6 million** in 'Employment Support Scheme' wage subsidies received in the prior year[29](index=29&type=chunk) - Trading and investment activities recorded a net loss of approximately **HKD 13.8 million**, compared to a gain of approximately **HKD 2.4 million** in the prior year[29](index=29&type=chunk) [Loss Attributable to Owners of the Company](index=10&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) The Group turned from a profit of HKD 11.9 million last year to a loss of approximately HKD 43.8 million attributable to owners of the company this year, mainly due to the absence of government wage subsidies, losses from trading securities investments, and an increase in expected credit loss provisions of approximately HKD 40.7 million - Three main reasons for the turn from profit to loss: - Absence of approximately **HKD 16.6 million** in government wage subsidies from the prior year - Trading securities investments recorded a net loss of approximately **HKD 13.8 million** (compared to a gain of HKD 2.4 million last year) - Provision for expected credit loss impairment of approximately **HKD 40.7 million** (compared to a reversal of approximately HKD 0.2 million last year)[34](index=34&type=chunk) [Company Finance and Risk Management](index=10&type=section&id=Company%20Finance%20and%20Risk%20Management) The Group maintains a sound financial position with cash and cash equivalents increasing to **HKD 169 million** and no bank borrowings, despite a rise in the gearing ratio to **125.4%**, while also disclosing a significant lawsuit, detailing its investment portfolio, and outlining key operational risks [Liquidity and Financial Resources](index=10&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2024, the Group's cash and cash equivalents increased to approximately HKD 169 million from HKD 150 million last year, with no bank borrowings, while the gearing ratio (total debt/total equity) rose from 91.1% to 125.4% Liquidity and Capital Structure | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 169 million | HKD 150 million | | Bank Borrowings | 0 | 0 | | Gearing Ratio | 125.4% | 91.1% | [Litigation and Claims](index=11&type=section&id=Litigation%20and%20Claims) A Group subsidiary is involved in a legal dispute with a supplier, where the Group claims approximately HKD 20.72 million for delayed material delivery, while the supplier counter-sues for approximately HKD 9.8 million for breach of contract and outstanding payments, with the case (HCA 1556/2022) proceeding to mediation without confirmed liability or claim possibility yet - The Group claims approximately **HKD 20.72 million** from a supplier, while the supplier counter-sues for approximately **HKD 9.8 million**[42](index=42&type=chunk) - The case, HCA 1556/2022, is currently in its early stages and will proceed to mediation[42](index=42&type=chunk) [Significant Investments Held by the Group](index=11&type=section&id=Significant%20Investments%20Held%20by%20the%20Group) To diversify its business, the Group invested in several Hong Kong-listed securities, including Hong Kong Exchanges and Clearing, China Construction Bank, and China Mobile, with the portfolio recording fair value losses during the reporting period, notably a **HKD 12.04 million loss** on Hong Kong Exchanges and Clearing investments Details of Significant Investments as of March 31, 2024 | Investment Name (Stock Code) | Investment Cost (thousand HKD) | Fair Value (thousand HKD) | Change in Fair Value (thousand HKD) | Dividends Received (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong Exchanges and Clearing (388) | 32,449 | 22,780 | (12,040) | 841 | | China Construction Bank (939) | 5,028 | 4,720 | (370) | 380 | | China Mobile (941) | 3,890 | 5,018 | 248 | 313 | | BOC Hong Kong (2388) | 8,400 | 6,285 | (1,050) | 431 | | Ping An Insurance (2318) | 6,426 | 4,958 | (2,707) | 366 | [Key Risks and Uncertainties](index=13&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including the non-recurring nature of its business, inaccurate project cost estimations, significant increases in construction material costs, potential construction litigation, and liquidity impacts from delayed progress payments and retention money recovery - Key risks faced by the Group include: - Revenue primarily derived from non-recurring projects, leading to uncertainty in securing new contracts - Inaccurate project cost estimations or ineffective cost management potentially adversely impacting financial performance - Significant increases in construction material costs potentially adversely impacting financial position - Construction litigation and disputes potentially adversely impacting performance - Delays in progress payments or retention money payments potentially adversely impacting liquidity[50](index=50&type=chunk) [Employees and Remuneration Policy](index=14&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2024, the Group's Hong Kong employee count significantly increased from 883 to 2,179, with total annual remuneration costs rising from HKD 176 million to HKD 579 million, and remuneration policies determined by performance, experience, and industry practice, offering discretionary bonuses, provident funds, and education subsidies Changes in Employees and Remuneration Costs | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Number of Employees | 2,179 persons | 883 persons | | Total Remuneration Costs | Approximately HKD 579 million | Approximately HKD 176 million | [Biographies of Directors and Senior Management](index=14&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, positions, professional experience, academic backgrounds, and roles in other listed companies - The executive director team comprises Mr. Leung Chi Kit (Chairman), Ms. Cho Yuk Ching, Mr. Chow Tik Keung (Chief Executive Officer), and Mr. Chan Sik Mau, all possessing extensive experience in the formwork engineering and construction industries[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) - The independent non-executive directors are Mr. Lam Kai Yeung, Mr. Wong Yuk Lun, and Mr. Lam Wai Hung, who possess professional expertise in accounting, financial management, and corporate governance[60](index=60&type=chunk)[61](index=61&type=chunk)[64](index=64&type=chunk) - Senior management includes Executive Officer Ms. Cheng Wai Man and Company Secretary Ms. Tsui Wai Ting[68](index=68&type=chunk) [Corporate Governance Report](index=18&type=section&id=Corporate%20Governance%20Report) This section details the Group's corporate governance framework, including its adherence to best practices, the composition and functions of its Board of Directors and various committees, and the effectiveness of its internal control and risk management systems [Corporate Governance Practices](index=19&type=section&id=Corporate%20Governance%20Practices) The Company is committed to maintaining high standards of corporate governance, having adopted and complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules for the year ended March 31, 2024, and all directors have confirmed compliance with the adopted Model Code for Securities Transactions - The Company has adopted and complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[71](index=71&type=chunk)[72](index=72&type=chunk) - The Company has adopted the Model Code for Securities Transactions by Directors, and all directors confirmed compliance during the reporting period[73](index=73&type=chunk) [Board of Directors](index=19&type=section&id=Board%20of%20Directors) The Board of Directors, comprising four executive and three independent non-executive directors, meets Listing Rules requirements, with distinct roles for the Chairman (Mr. Leung Chi Kit) and CEO (Mr. Chow Tik Keung), and all directors attended all four meetings during the reporting period, overseeing group leadership, strategy, and management performance - The Board of Directors comprises **4 executive directors** and **3 independent non-executive directors**, meeting Listing Rules requirements[76](index=76&type=chunk)[77](index=77&type=chunk) - The roles of Chairman and Chief Executive Officer are segregated and performed by different individuals to ensure clear division of responsibilities; Chairman Mr. Leung Chi Kit is responsible for the Board's operation and strategy formulation, while Chief Executive Officer Mr. Chow Tik Keung oversees the Group's daily management and operational decisions[86](index=86&type=chunk) Board Meeting Attendance (FY2024) | Director Name | Board Meeting Attendance Rate | | :--- | :--- | | Mr. Leung Chi Kit | 4/4 | | Ms. Cho Yuk Ching | 4/4 | | Mr. Chow Tik Keung | 4/4 | | Mr. Chan Sik Mau | 4/4 | | Mr. Lam Kai Yeung | 4/4 | | Mr. Wong Yuk Lun | 4/4 | | Mr. Lam Wai Hung | 4/4 | [Board Committees](index=23&type=section&id=Board%20Committees) The Company has established Audit, Remuneration, Nomination, and Investment Committees, each with specific responsibilities for overseeing financial reporting, internal controls, remuneration policies, board composition, and investment decisions, and all committees regularly convene to fulfill their duties - The Audit Committee, chaired by Mr. Lam Kai Yeung, comprises **three independent non-executive directors** and is responsible for reviewing financial statements, internal controls, and risk management systems[89](index=89&type=chunk)[91](index=91&type=chunk) - The Remuneration Committee, chaired by Mr. Wong Yuk Lun, comprises **two executive directors** and **three independent non-executive directors**, responsible for approving management remuneration packages and making recommendations to the Board[92](index=92&type=chunk) - The Nomination Committee, chaired by Mr. Leung Chi Kit, comprises **two executive directors** and **three independent non-executive directors**, responsible for reviewing Board composition, nominating candidates, and assessing director independence[98](index=98&type=chunk) - The Investment Committee, chaired by Mr. Chow Tik Keung, comprises **one executive director** and **two independent non-executive directors**, responsible for overseeing the Company's investment activities and strategies[109](index=109&type=chunk) [Internal Control and Risk Management](index=30&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is fully responsible for maintaining the Group's internal control and risk management systems to safeguard assets, ensure proper accounting records, and comply with regulations, and despite lacking an independent internal audit department, procedures are in place to ensure adequate resources for internal audit functions, with the Board deeming the current systems effective and adequate after review - The Board of Directors bears full responsibility for the internal control and risk management systems and regularly reviews their effectiveness[114](index=114&type=chunk) - The Group has not established an independent internal audit department but has implemented procedures to perform internal audit functions, including an annual review of the effectiveness of risk management and internal controls[114](index=114&type=chunk) - The Board of Directors considers the Group's risk management and internal control systems to be effective and adequate during the reporting period[116](index=116&type=chunk) [Environmental, Social and Governance Report](index=32&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the Group's environmental, social, and governance performance, outlining its commitment to sustainability, stakeholder engagement, and management of key ESG issues, including environmental impacts, social responsibilities, and governance practices [ESG Report Overview](index=33&type=section&id=ESG%20Report%20Overview) This report covers the Group's ESG performance in formwork engineering, building construction, and securities investment from April 1, 2023, to March 31, 2024, adhering to the HKEX ESG Reporting Guide, with the Board overseeing governance and identifying occupational health and safety, construction safety and quality control, and anti-corruption as highly material ESG issues through stakeholder engagement and materiality assessment - The report's scope aligns with the annual report, covering three major business segments: formwork engineering, building construction, and securities investment[130](index=130&type=chunk) - The Board of Directors bears overall responsibility for the Group's ESG governance and has appointed an ESG working group to assist with monitoring[131](index=131&type=chunk) - Through materiality assessment, 'Occupational Health and Safety,' 'Construction Safety and Quality Control,' and 'Anti-corruption' were identified as highly material ESG issues[143](index=143&type=chunk) [A. Environmental](index=37&type=section&id=A.%20Environmental) In environmental aspects, the Group manages operational impacts, with total emissions, greenhouse gas emissions, non-hazardous waste, and energy consumption increasing due to expanded project scale, but emissions and energy consumption intensity per revenue decreased, and the Group has established relevant policies and reduction targets while assessing and responding to climate change-related physical and transition risks FY2024 Greenhouse Gas Emissions Performance | Indicator | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2 equivalent | 132.57 | 117.05 | | Intensity (per project) | tonnes of CO2 equivalent/project | 4.57 | 4.04 | | Intensity (per revenue) | tonnes of CO2 equivalent/million HKD revenue | 0.11 | 0.25 | FY2024 Energy Consumption Performance | Indicator | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | kWh | 477,773.02 | 426,550.12 | | Intensity (per project) | kWh/project | 16,474.93 | 14,708.62 | | Intensity (per revenue) | kWh/million HKD revenue | 383.89 | 898.44 | - The Group identified physical risks (e.g., typhoons, heavy rain) and transition risks (e.g., tightening policies and regulations) from climate change and has developed response measures, including closely monitoring weather information, purchasing insurance, and tracking regulatory changes[166](index=166&type=chunk)[168](index=168&type=chunk) [B. Social](index=43&type=section&id=B.%20Social) In social responsibility, the Group's workforce increased to **2,179 persons**, committed to providing a safe work environment despite increased injuries but no fatalities, offering training, adhering to labor standards, prohibiting child and forced labor, implementing stringent policies for supply chain, quality, and anti-corruption, and making community donations - As of March 31, 2024, the total number of employees was **2,179 persons**, a significant increase from **883 persons** last year[169](index=169&type=chunk) - During the reporting period, **49 work-related injuries** were recorded, resulting in **5,206 lost workdays**, but there were no work-related fatalities in the past three years[173](index=173&type=chunk) - The Group adopts a zero-tolerance approach to forced or child labor and conducts strict verification during the recruitment process[179](index=179&type=chunk)[180](index=180&type=chunk) - The Group has established a Whistleblowing Policy to address corruption incidents and provided anti-corruption training to directors and senior management[194](index=194&type=chunk) - In January 2024, the Group donated **HKD 8,000** to the Hong Kong Construction Association, fulfilling its social responsibility[195](index=195&type=chunk) [Directors' Report](index=54&type=section&id=Directors%27%20Report) The Directors' Report outlines the Group's principal businesses, performance, financial position, and shareholder returns, noting a turn from profit to loss and no final dividend recommendation, while also disclosing directors' and major shareholders' interests, related party transactions, and compliance with non-competition undertakings, highlighting a high client concentration - The Board of Directors recommends no final dividend payment for the year ended March 31, 2024[215](index=215&type=chunk) - Controlling shareholders Mr. Leung Chi Kit, Ms. Cho Yuk Ching, and Mr. Chow Siu Yu collectively hold **75%** of the Company's issued share capital through Wuzhou Enterprise Limited[231](index=231&type=chunk)[234](index=234&type=chunk)[235](index=235&type=chunk) - For the year ended March 31, 2024, the top five clients collectively accounted for **85.7%** of the Group's total turnover, with the largest client contributing **40.1%**[237](index=237&type=chunk) - During the reporting period, the Group engaged in tool and material procurement transactions totaling **HKD 2,985,000** with related party King Fook Plastic Limited, controlled by a relative of Executive Director Ms. Cho Yuk Ching[246](index=246&type=chunk) [Independent Auditor's Report](index=62&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor BDO Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2024, affirming they present a true and fair view, with key audit matters including revenue recognition for construction contracts and recoverability of receivables and contract assets, and the report details the audit procedures performed - The auditor issued an **unmodified opinion** on the consolidated financial statements[259](index=259&type=chunk) - Key audit matters include: 1. **Revenue Recognition for Construction Contracts**: Due to its significant impact on the statement of profit or loss and the management's judgment involved 2. **Recoverability of Trade and Other Receivables and Contract Assets**: Due to their significant balances and the significant judgment involved in estimating expected credit losses[261](index=261&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk) - The auditor performed corresponding procedures, including reviewing contracts, assessing budget reasonableness, testing actual costs, and evaluating the basis and judgment for expected credit losses, to address the key audit matters[265](index=265&type=chunk)[269](index=269&type=chunk) [Consolidated Financial Statements](index=67&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, cash flows, and detailed notes, providing a comprehensive overview of its financial performance and health [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=67&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2024, the Group's revenue significantly increased to HKD 1.245 billion from HKD 475 million last year, but due to increased direct costs, impairment losses, and administrative expenses, the Group recorded a pre-tax loss of HKD 43.81 million, compared to a profit of HKD 11.89 million in the prior year, resulting in a basic loss per share of **2.92 HK cents** Consolidated Statement of Profit or Loss Summary (thousand HKD) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 1,244,556 | 474,768 | | Gross Profit | 31,620 | 15,266 | | Impairment losses under expected credit loss model | (40,720) | 154 | | Loss / Profit before tax | (43,810) | 11,887 | | Loss / Profit for the year | (43,810) | 11,887 | | Basic Loss / Earnings per share (HK cents) | (2.92) | 0.79 | [Consolidated Statement of Financial Position](index=68&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets increased to HKD 483.88 million from HKD 425.96 million last year, primarily driven by increases in contract assets and cash, while total liabilities rose from HKD 259.85 million to HKD 361.58 million due to higher trade and other payables and amounts due to related companies, resulting in a decrease in net assets from HKD 166.11 million to HKD 122.30 million Consolidated Statement of Financial Position Summary (thousand HKD) | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 29,442 | 28,265 | | Current assets | 454,437 | 397,695 | | **Total assets** | **483,879** | **425,960** | | **Liabilities and Equity** | | | | Current liabilities | 360,228 | 259,048 | | Non-current liabilities | 1,350 | 801 | | **Total liabilities** | **361,578** | **259,849** | | **Net assets** | **122,301** | **166,111** | | **Total equity** | **122,301** | **166,111** | [Consolidated Statement of Cash Flows](index=71&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, net cash generated from operating activities significantly decreased to HKD 28 million from HKD 57.3 million last year, mainly due to a substantial increase in contract assets, while net cash used in investing activities was HKD 5.9 million, primarily for property, plant, and equipment purchases, and net cash used in financing activities was HKD 3.2 million, resulting in a net increase in cash and cash equivalents of HKD 18.9 million, with an ending balance of HKD 169.3 million Consolidated Statement of Cash Flows Summary (thousand HKD) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Net cash generated from operating activities | 27,978 | 57,259 | | Net cash used in investing activities | (5,932) | (40,879) | | Net cash used in financing activities | (3,189) | (2,350) | | Net increase in cash and cash equivalents | 18,857 | 14,030 | | Cash and cash equivalents at beginning of year | 150,451 | 136,421 | | Cash and cash equivalents at end of year | 169,308 | 150,451 | [Notes to the Consolidated Financial Statements](index=73&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed analysis of key accounting policies, critical accounting estimates, and various statement items, highlighting revenue recognition, segment information showing formwork engineering as core, a significant increase in expected credit loss provisions, related party transactions, and financial instrument risk management - **Revenue Recognition (Note 5)**: Revenue from the Group's formwork engineering and related services is recognized over time using the output method; as of the end of the reporting period, the total amount of signed but uncompleted performance obligations (contract backlog) was approximately **HKD 1.008 billion**[376](index=376&type=chunk)[379](index=379&type=chunk)[380](index=380&type=chunk) - **Segment Information (Note 6)**: The Group is divided into three segments: formwork engineering, building construction, and trading and investment; the formwork engineering segment contributed **HKD 1.245 billion** in total revenue but recorded a segment loss of **HKD 22.9 million**, while the trading and investment segment recorded a loss of **HKD 10.95 million**[381](index=381&type=chunk)[382](index=382&type=chunk) - **Expected Credit Losses (Notes 8, 33)**: The net impairment loss on expected credit losses recognized this year was **HKD 40.72 million**, significantly higher than last year's reversal of **HKD 0.154 million**, primarily due to impairment provisions of **HKD 33.06 million** for contract assets[396](index=396&type=chunk)[459](index=459&type=chunk) - **Related Party Transactions (Note 30)**: The Group purchased **HKD 2.985 million** in tools and materials from King Fook Plastic Limited, controlled by a relative of Executive Director Ms. Cho Yuk Ching, and also paid **HKD 2.7 million** in interest expenses to a company controlled by Director Mr. Leung Chi Kit[443](index=443&type=chunk) [Five-Year Financial Summary](index=132&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key financial data for the past five fiscal years (2020-2024), showing that while revenue generally increased to a five-year high in FY2024, profitability has been unstable with losses in three out of five years, and both total assets and liabilities expanded over the period, with net assets declining in 2024 Five-Year Performance Summary (thousand HKD) | For the year ended March 31 | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,244,556 | 474,768 | 600,863 | 523,949 | 434,647 | | Loss / Profit for the year | (43,810) | 11,887 | (12,497) | 2,631 | (10,831) | Five-Year Assets and Liabilities Summary (thousand HKD) | As of March 31 | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 483,879 | 425,960 | 379,276 | 391,130 | 366,556 | | Total liabilities | 361,578 | 259,849 | 225,052 | 224,409 | 202,466 | | Net assets | 122,301 | 166,111 | 154,224 | 166,721 | 164,090 |

[Financial Performance Summary](index=1&type=section&id=Financial%20Performance%20Summary) This section provides a concise overview of the company's key financial results and position for the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2024, Jiantao Holdings Limited reported a net loss of HKD 43.81 million, a reversal from the prior year's profit of HKD 11.89 million, despite a 162% revenue increase to HKD 1.24 billion, primarily due to lower gross margin, absence of government subsidies, and investment losses, resulting in a basic loss per share of 2.92 HK cents Key Financial Highlights | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | **Revenue** | 1,244,556 Thousand HKD | 474,768 Thousand HKD | | **Gross Profit** | 31,620 Thousand HKD | 15,266 Thousand HKD | | **(Loss) / Profit for the Year** | (43,810) Thousand HKD | 11,887 Thousand HKD | | **Basic (Loss) / Earnings Per Share** | (2.92) HK cents | 0.79 HK cents | [Consolidated Statement of Financial Position](index=2&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets and liabilities increased, leading to a decrease in net assets from HKD 166 million to HKD 122 million, while cash and cash equivalents saw an increase Key Financial Position Highlights | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | 483,879 Thousand HKD | 425,960 Thousand HKD | | **Total Liabilities** | 361,578 Thousand HKD | 259,849 Thousand HKD | | **Net Assets** | 122,301 Thousand HKD | 166,111 Thousand HKD | | **Cash and Cash Equivalents** | 169,308 Thousand HKD | 150,451 Thousand HKD | [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's operations, financial performance, and future outlook [Business Overview](index=13&type=section&id=Business%20Overview) The Group's core business involves providing formwork engineering services in Hong Kong, with minor involvement in building construction and financial instrument investments, primarily deriving revenue from private sector projects, which accounted for 70.8% of total revenue this year - The Group primarily engages in providing formwork engineering, utilizing both traditional timber formwork and metal formwork systems[13](index=13&type=chunk)[54](index=54&type=chunk)[73](index=73&type=chunk) Revenue by Sector | Revenue Source (by Sector) | Revenue (Thousand HKD) | Percentage of Total Revenue | | :--- | :--- | :--- | | Private Sector Projects | 881,617 | 70.8% | | Public Sector Projects | 362,939 | 29.2% | [Financial Review](index=14&type=section&id=Financial%20Review) This fiscal year saw a shift from profit to loss, driven by increased revenue from large contracts reaching peak construction, but pressured gross margins due to market competition and rising costs, compounded by the absence of prior-year government wage subsidies and a net loss from investment activities [Revenue](index=14&type=page&id=Revenue) Revenue increased by 162.2% year-on-year to HKD 1.24 billion, primarily due to several large contracts awarded in early 2023 reaching their peak construction phase this year, with the number of projects contributing over HKD 50 million in revenue increasing from 4 last year to 9 this year - The increase in FY2024 revenue is mainly due to several large tenders awarded to the Group in early 2023, which are currently in their peak construction phase[57](index=57&type=chunk) Project Scale by Number of Projects | Project Scale by Recognized Revenue | Number of Projects in 2024 | Number of Projects in 2023 | | :--- | :--- | :--- | | Over 100,000,001 HKD | 3 | 2 | | 50,000,001 to 100,000,000 HKD | 6 | 2 | | 10,000,001 to 50,000,000 HKD | 6 | 5 | [Gross Profit and Gross Margin](index=15&type=page&id=Gross%20Profit%20and%20Gross%20Margin) Gross profit increased by 107.1% year-on-year to HKD 31.62 million, but the gross margin slightly decreased from 3.2% in the prior year to 2.5%, remaining low primarily due to increased subcontractor wages from limited supply of experienced workers, additional costs from site arrangement changes, and intense market competition - Gross profit increased in absolute terms, but the gross margin decreased from **3.2% to 2.5%**, pressured by increased subcontractor wages, additional costs, and intense market competition[59](index=59&type=chunk)[78](index=78&type=chunk) [Other (Losses) / Income, Net](index=15&type=page&id=Other%20(Losses)%20%2F%20Income%2C%20Net) Other income items shifted from a net income of HKD 20.62 million in the prior year to a net loss of HKD 9.37 million this year, a decrease of 145.5%, primarily due to the absence of prior-year government wage subsidies and a net loss recorded in the trading and investment business segment - Other income turned from profit to loss, mainly due to the absence of approximately **HKD 16.6 million** in government wage subsidies from the prior year and unrealized losses recorded on trading securities[79](index=79&type=chunk) [Loss Attributable to Equity Holders of the Company](index=16&type=page&id=Loss%20Attributable%20to%20Equity%20Holders%20of%20the%20Company) The year recorded a loss attributable to equity holders of HKD 43.81 million, compared to a profit of HKD 11.89 million last year, primarily due to the absence of government wage subsidies, the shift of investment business from profit to loss, and the recognition of significant impairment losses under the expected credit loss model - The shift from profit to loss is mainly due to: (i) the absence of approximately **HKD 16.6 million** in government wage subsidies received last year; (ii) a net loss of approximately **HKD 13.8 million** recorded in the trading and investment business segment; and (iii) the provision for impairment losses under the expected credit loss model of approximately **HKD 40.7 million**[88](index=88&type=chunk) [Outlook](index=14&type=section&id=Outlook) The company anticipates the formwork engineering industry will continue to face challenges including intensified market competition, uncertain costs for experienced labor and subcontracting fees, and will respond by expanding project types and client base to mitigate risks, while adopting prudent capital management and liquidity risk management strategies - The company anticipates future market challenges including intensified competition and cost uncertainties, and will address these by expanding its client base and project scope, while maintaining prudent capital management[75](index=75&type=chunk)[81](index=81&type=chunk) [Liquidity and Financial Resources](index=16&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's financial position remains robust, holding approximately HKD 169 million in cash and cash equivalents as of March 31, 2024, with no bank borrowings, however, the gearing ratio significantly increased from 91.1% in the prior year to approximately 125.4% Key Liquidity and Financial Resources | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Cash and Cash Equivalents** | 169,308 Thousand HKD | 150,451 Thousand HKD | | **Bank Borrowings** | 0 | 0 | | **Gearing Ratio** | 125.4% | 91.1% | [Significant Investments](index=18&type=section&id=Significant%20Investments) The Group holds shares in several Hong Kong-listed companies as financial assets at fair value through profit or loss, with a total market value of approximately HKD 50.6 million as of March 31, 2024, and recorded a fair value change loss of approximately HKD 16.66 million for the year Fair Value of Investments | Investment Name | Fair Value as of March 31, 2024 (Thousand HKD) | Annual Fair Value Change (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong Exchanges and Clearing Limited | 22,780 | (12,040) | | China Construction Bank Corporation | 4,720 | (370) | | China Mobile Limited | 5,018 | 248 | | BOC Hong Kong (Holdings) Limited | 6,285 | (1,050) | | Ping An Insurance (Group) Company of China, Ltd | 4,958 | (2,707) | [Principal Risks and Uncertainties](index=20&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces key risks including reliance on non-recurring project revenue, inaccurate project cost estimations, significant fluctuations in construction material costs, potential construction litigation disputes, and adverse impacts on liquidity from delayed progress payments or retention money recovery - Revenue primarily derives from non-recurring projects, with no guarantee of continuously securing new business or contracts[103](index=103&type=chunk) - Significant increases in construction material costs or non-conforming materials could adversely affect financial performance[104](index=104&type=chunk) - Failure to receive progress payments or retention money on time or in full could adversely impact the Group's liquidity position[105](index=105&type=chunk) [Notes to the Financial Statements](index=3&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the accounting policies applied and provides supplementary information to the financial statements [Accounting Policies](index=3&type=section&id=Accounting%20Policies) This year, the Group adopted several new and revised Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and an assessment concluded that their adoption had no significant impact on the Group's financial position and performance for the current and prior years - The application of new and revised Hong Kong Financial Reporting Standards this year had no significant impact on the Group's financial position and performance and/or disclosures in the consolidated financial statements for the current and prior years[14](index=14&type=chunk)[31](index=31&type=chunk) - The Directors expect that the application of all new and revised Hong Kong Financial Reporting Standards issued but not yet effective will not have a significant impact on the consolidated financial statements in the foreseeable future[15](index=15&type=chunk) [Segment Information](index=4&type=section&id=Segment%20Information) The Group's business is segmented into three operating divisions based on service type: formwork engineering, building construction, and trading and investment business, with formwork engineering being the sole revenue source and largest asset segment, though it recorded an operating loss of HKD 22.9 million this year, and the trading and investment business segment also recorded a loss of HKD 10.95 million Segment Revenue and (Loss) / Profit | Segment | Revenue (Thousand HKD) | Segment (Loss) / Profit (Thousand HKD) | | :--- | :--- | :--- | | **2024** | | | | Formwork Engineering | 1,244,556 | (22,901) | | Building Construction | – | (10) | | Trading and Investment Business | – | (10,950) | | **2023** | | | | Formwork Engineering | 474,768 | 19,072 | | Building Construction | – | (8) | | Trading and Investment Business | – | 3,023 | Segment Assets | Segment Assets (Thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Formwork Engineering | 263,815 | 208,097 | | Building Construction | – | – | | Trading and Investment Business | 114,424 | 129,336 | [Basic (Loss) / Earnings Per Share](index=10&type=section&id=Basic%20(Loss)%20%2F%20Earnings%20Per%20Share) The basic loss per share for the year was 2.92 HK cents, calculated based on the loss attributable to owners of the Company of HKD 43.81 million and a weighted average of 1.5 billion ordinary shares, with no diluted loss per share presented as there were no potential ordinary shares outstanding during the reporting period Calculation of Basic (Loss) / Earnings Per Share | Item | 2024 | 2023 | | :--- | :--- | :--- | | (Loss) / Profit Attributable to Owners of the Company (Thousand HKD) | (43,810) | 11,887 | | Weighted Average Number of Ordinary Shares (Thousand Shares) | 1,500,000 | 1,500,000 | - Diluted (loss) / earnings per share is not presented as there were no potential ordinary shares outstanding in either year[48](index=48&type=chunk) [Dividends](index=11&type=section&id=Dividends) The Board of Directors does not recommend the payment of a final dividend for the year ended March 31, 2024, consistent with the previous year - No dividends were paid or proposed to ordinary shareholders of the Company for the year ended March 31, 2024 (2023: Nil)[69](index=69&type=chunk)[112](index=112&type=chunk) [Other Information](index=17&type=section&id=Other%20Information) This section covers additional disclosures including legal proceedings and corporate governance practices [Litigation and Claims](index=17&type=section&id=Litigation%20and%20Claims) A subsidiary of the Group is involved in a legal dispute with a supplier, where the Group claims approximately HKD 20.72 million for additional costs due to delayed material delivery, while the supplier counter-sues for breach of exclusive terms and outstanding payments of approximately HKD 9.8 million, with the case entering mediation but its outcome remaining uncertain due to its early stage - A Group subsidiary claims approximately **HKD 20.72 million** in additional costs from a supplier due to delayed material delivery[121](index=121&type=chunk) - The supplier counter-sues the Group for failure to settle approximately **HKD 9.8 million** in outstanding bills and has filed a writ, with the case proceeding to mediation and its outcome remaining uncertain[121](index=121&type=chunk) [Corporate Governance](index=23&type=section&id=Corporate%20Governance) The company has adopted and complied with the Corporate Governance Code under the Hong Kong Listing Rules, and all directors confirmed compliance with the Model Code for Securities Transactions by Directors during the reporting year, with the Audit Committee having reviewed the annual financial statements and related accounting principles - The company has adopted the Corporate Governance Code set out in Appendix C1 of the Listing Rules, which is reviewed and monitored by the Board from time to time[114](index=114&type=chunk) - Following inquiry, the company confirmed that all Directors have complied with the Model Code for Securities Transactions by Directors for the year ended March 31, 2024[148](index=148&type=chunk) - The Audit Committee has reviewed the Group's accounting principles, policies, and the consolidated financial statements for the year ended March 31, 2024, with management[143](index=143&type=chunk)