Sino Harbour Holdings Group Limited 漢港控股集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：1663） 於 二 零 二 五 年 九 月 十 九 日（星 期 五）上 午 十 時 正 在香港九龍紅磡馬頭圍道37–39號紅磡商業中心B座1215室 舉行之股東週年大會或其續會適用之代表委任表格 為 本 人╱吾 等 之 受 委 代 表，代 表 本 人╱吾 等 出 席 本 公 司 將 於 二 零 二 五 年 九 月 十 九 日（星 期 五）上 午 十 時 正 在 香 港 九 龍 紅 磡 馬 頭 圍 道 37–39號紅磡商業中心B座1215室 舉 行 之 股 東 週 年 大 會（「大 會」）（及 其 續 會）及 代 表 本 人╱吾 等 投 票，並 就 召 開 大 會 之 通 告（「通 告」） 所載決議案按下列指示投票表決，倘無作出指示，則本人╱吾等之受委代表可自行酌情投票： | | 普通決議案 | 贊 成4 | 反 對4 | | --- | --- | --- | --- | | 1. | 考慮及省覽本公司及其附屬公司截至二零二五年三月三十一日止年度之 | 1. | | | | ...

此乃要件 請即處理 閣下如 已將名下之漢港控股集團有限公司股份全部 出售或轉讓，應立即將本通函及隨附之代表委任表格 送交買主或承讓人，或經手買賣或轉讓之銀行、持牌證券交易商或其他代理商，以便轉交買主或承讓人。 Sino Harbour Holdings Group Limited 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 通 函 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 通 函 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任何損失承擔任何責任。 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商、銀行經理、律師、 專業會計師或其他專業顧問。 漢港控股集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：1663） 建 議 授出發行股份 及 購回股份之一般授權 及 擴大發行授權 及 重選退任董事 及 股東週年大會通告 本 通 函 此 封 面 下 半 部 及 封 面 內 頁 所 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告之內容概不負 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 通 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。 Sino Harbour Holdings Group Limited 漢港控股集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：1663） 股東週年大會通告 茲通告 漢 港 控 股 集 團 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 九 月 十 九 日（星 期 五） 上午十時正在香港九龍紅磡馬頭圍道37–39號紅磡商業中心B座1215室舉行股東 週 年 大 會（「股東週年大會」）（或 其 續 會），以 考 慮 並 酌 情 通 過 下 列 決 議 案 為 普 通 決 議 案（不 論 有 否 修 訂）： 作為普通事項 – 1 – 1. 考慮及省覽本公司及其附屬公司截至二零二五年三月三十一日止年度之經 審 核 綜 合 財 務 報 表 與 本 公 司 董 事（「董 事」）會 報 告 及 本 公 司 獨 立 核 數 師 報 告； 2 ...

[GLOSSARY](index=3&type=section&id=GLOSSARY) Provides definitions for key terms used throughout the report [CORPORATE INFORMATION](index=7&type=section&id=CORPORATE%20INFORMATION) Presents essential corporate details including board composition and company registration information [Directors and Committees](index=7&type=section&id=Directors%20and%20Committees) Details the composition of the Board of Directors and its sub-committees, ensuring effective corporate governance - The Board of Directors comprises 4 Executive Directors (Mr. Wang Linbing as Chairman, CEO, and General Manager; Mr. Shi Feng as Vice Chairman; Mr. Wang Lei; Ms. Gao Lan), 1 Non-executive Director (Mr. Chan Kin Sang), and 3 Independent Non-executive Directors (Mr. Xie Gang, Mr. He Dingding, Mr. Wong Ping Kuen)[13](index=13&type=chunk)[14](index=14&type=chunk) - Mr. Wong Ping Kuen chairs the Audit Committee, while Mr. Xie Gang chairs both the Remuneration Committee and the Nomination Committee[13](index=13&type=chunk)[14](index=14&type=chunk) [Company Details](index=8&type=section&id=Company%20Details) Outlines the company's listing status, headquarters, and share registrar details - The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code 01663[16](index=16&type=chunk)[17](index=17&type=chunk) - The company's headquarters and principal place of business in China are located at 25th and 26th Floors, Hangang Kaixuan Center, 1568 Honggu Avenue, Honggutan Central District, Nanchang City, Jiangxi Province[16](index=16&type=chunk)[18](index=18&type=chunk) - The principal place of business in Hong Kong is located at Room 1215, Block B, Hung Hom Commercial Centre, 37-39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong[16](index=16&type=chunk)[18](index=18&type=chunk) [FINANCIAL HIGHLIGHTS](index=9&type=section&id=FINANCIAL%20HIGHLIGHTS) Summarizes the company's key financial performance and position for the reporting period [Key Financial Metrics](index=9&type=section&id=Key%20Financial%20Metrics) Presents a comparative overview of revenue, profit, net assets, cash, and gearing ratio for FY2025 and FY2024 2025 Financial Year Key Financial Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | | Profit attributable to owners of the company | 18,897 | 52,453 | | Net assets | 1,953,265 | 2,010,338 | | Cash and cash equivalents | 97,234 | 88,224 | | Capital-to-debt ratio | 28.6% | 26.2% | - Revenue for the 2025 financial year decreased by **41.0%** compared to the 2024 financial year[41](index=41&type=chunk)[43](index=43&type=chunk) - Profit attributable to owners of the company for the 2025 financial year decreased by **64.0%** compared to the 2024 financial year[746](index=746&type=chunk)[1244](index=1244&type=chunk) [CHAIRMAN'S STATEMENT](index=10&type=section&id=CHAIRMAN'S%20STATEMENT) The Chairman's overview of the company's performance, market environment, strategic initiatives, and future outlook [Environmental Factors and Business Review](index=10&type=section&id=Environmental%20Factors%20and%20Business%20Review) Discusses the challenging economic and real estate market conditions in China, impacting property sales and profitability, and the company's response - In 2024, China's real estate market continued its deep adjustment, with declines in real estate development investment and commercial housing sales area, leading to significant national inventory pressure[27](index=27&type=chunk)[29](index=29&type=chunk) - The delivery cycle of the company's residential projects was affected, such as a gap period after the concentrated delivery of "Hangang Guanlan" Phase II, resulting in a phased reduction in property sales revenue and pressure on profitability[28](index=28&type=chunk)[30](index=30&type=chunk) - To ensure stable development, the company has implemented organizational streamlining and cost-saving measures to optimize operational efficiency and concentrate resources on core businesses[31](index=31&type=chunk)[33](index=33&type=chunk) [Big Health Segment](index=11&type=section&id=Big%20Health%20Segment) Highlights the "Big Health" segment as a key growth area, diversifying risk from the real estate sector and creating new opportunities - The "Big Health" segment is a key development area for the Group, with the establishment of Pingxiang Ganghua Dental Hospital Co., Ltd. in 2023 laying the foundation for building a chain of specialized dental hospitals[32](index=32&type=chunk)[34](index=34&type=chunk) - The "Big Health" business serves to diversify operational risks and seek new growth opportunities amidst the uncertain prospects of the real estate industry[32](index=32&type=chunk)[34](index=34&type=chunk) [Future Prospects](index=12&type=section&id=Future%20Prospects) Outlines the company's strategic direction, focusing on property destocking, stable healthcare revenue, and new policy-aligned initiatives to enhance shareholder value - The Group will continue to adhere to the development strategy of "Property as foundation, diversified advancement"[36](index=36&type=chunk)[38](index=38&type=chunk) - In the future, the company will leverage policy windows to orderly promote property destocking, cultivate stable revenue through the scale effect of medical services, and align with national policies to deploy new pilot projects[36](index=36&type=chunk)[38](index=38&type=chunk) - Management will adhere to debt ratio and cash reserve bottom lines, safeguarding long-term shareholder value with pragmatic strategies[36](index=36&type=chunk)[38](index=38&type=chunk) [MANAGEMENT DISCUSSION AND ANALYSIS](index=13&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) Provides a detailed analysis of the company's financial performance, position, liquidity, and risk factors for the reporting period [Review of Financial Results for FY2025 Compared to FY2024](index=13&type=section&id=Review%20of%20Financial%20Results%20for%20FY2025%20Compared%20to%20FY2024) Analyzes the significant decline in revenue, changes in gross profit margin, and increased finance costs, leading to a substantial decrease in profit 2025 Financial Year vs. 2024 Financial Year Financial Performance Comparison (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | (41.0%) | | Revenue from sales of properties for sale | 466,735 | 831,784 | (43.9%) | | CMC related services income | 5 | 1,663 | (99.7%) | | Dental medical services income | 11,289 | 11,092 | 1.8% | | Rental income | 47,938 | 47,118 | 1.7% | | Cost of sales | (321,605) | (595,628) | (46.0%) | | Gross profit margin | 38.9% | 33.2% | 5.7 percentage points | | Other income and other gains and losses (net) | (28,361) | (25,244) | (12.3%) | | Selling and distribution expenses | (23,883) | (46,000) | (48.1%) | | Administrative expenses | (59,180) | (68,600) | (13.7%) | | Finance costs | (17,013) | (11,461) | 48.4% | | Profit before income tax | 75,925 | 144,759 | (47.5%) | | Income tax expense | (63,390) | (113,354) | (44.1%) | | Profit for the year | 12,535 | 31,405 | (60.1%) | - Gross profit margin increased from **33.2%** in FY2024 to **38.9%** in FY2025, primarily due to a higher proportion of rental income, which has a higher gross profit margin than residential unit sales[50](index=50&type=chunk)[51](index=51&type=chunk) - The increase in finance costs was mainly due to a decrease in interest expenses capitalized to properties under development in FY2025[55](index=55&type=chunk)[60](index=60&type=chunk) [Review of Financial Position as at 31 March 2025](index=16&type=section&id=Review%20of%20Financial%20Position%20as%20at%2031%20March%202025) Reviews changes in key balance sheet items, including decreases in property, plant & equipment, investment properties, and properties for sale, alongside increases in properties under development As at 31 March 2025, Major Balance Sheet Item Changes (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | Change Percentage | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 41,300 | 56,300 | (26.7%) | | Investment properties | 1,438,900 | 1,537,000 | (6.4%) | | Financial assets at fair value through other comprehensive income | 7,700 | 5,700 | 35.1% | | Pledged deposits | 54,500 | 54,300 | 0.4% | | Properties under development | 1,049,400 | 1,021,200 | 2.8% | | Properties for sale | 474,300 | 765,300 | (38.0%) | | Prepayments and other receivables | 479,600 | 572,200 | (16.2%) | | Accounts payable | 26,400 | 16,000 | 65.0% | | Accruals and other payables | 169,600 | 239,700 | (29.2%) | | Contract liabilities | 512,700 | 929,000 | (44.9%) | | Deferred tax liabilities | 108,100 | 119,400 | (9.5%) | - The decrease in investment properties was mainly due to the net effect of early termination of leasehold properties held for sub-leasing under operating leases and fair value losses[71](index=71&type=chunk) - The increase in properties under development was primarily due to the ongoing construction of Hangang Runyuan in Leping City, China[74](index=74&type=chunk) - The decrease in contract liabilities was mainly due to the handover of Hangang Guanlan Phase II[86](index=86&type=chunk) [Liquidity and Financial Resources](index=18&type=section&id=Liquidity%20and%20Financial%20Resources) Details the company's cash flows from operating, investing, and financing activities, along with changes in total borrowings and the capital-to-debt ratio 2025 Financial Year Cash Flow and Borrowing Situation (RMB millions) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Net cash inflow/(outflow) from operating activities | 82.2 | (24.2) | | Net cash inflow/(outflow) from investing activities | 1.2 | (9.1) | | Net cash outflow/(inflow) from financing activities | (75.5) | 20.3 | | Total borrowings | 565.0 | 532.0 | | Capital-to-debt ratio | 28.6% | 26.2% | - The net cash inflow from operating activities was mainly due to a decrease in prepayments and other receivables[93](index=93&type=chunk) - The net cash outflow from financing activities was primarily offset by new loans obtained, repayment of loan principal and interest, and dividend payments to non-controlling interests[94](index=94&type=chunk) - The effective annual interest rate for bank loans ranged from **4.45% to 7.05%**[95](index=95&type=chunk)[98](index=98&type=chunk) [Foreign Currency Risk](index=20&type=section&id=Foreign%20Currency%20Risk) Explains that foreign currency risk is minimal as most transactions are in RMB, with exposure primarily from HKD and USD denominated balances - The Group's majority of transactions are denominated in RMB, with foreign currency exchange rate risk arising from certain cash and bank balances, other receivables, and other payables denominated in HKD and USD[102](index=102&type=chunk)[107](index=107&type=chunk) - The Group does not use derivative financial instruments to hedge its foreign currency risk but reviews it regularly[102](index=102&type=chunk)[107](index=107&type=chunk) [Material Acquisition and Disposal](index=20&type=section&id=Material%20Acquisition%20and%20Disposal) Reports the disposal of a subsidiary for RMB 8.56 million and the early termination of a lease agreement, neither constituting a discloseable transaction - On December 11, 2024, Hangzhou Hangang Commercial Management Co., Ltd. disposed of its 100% equity interest in its subsidiary, Hangzhou Gangyu Enterprise Management Co., Ltd., for a consideration of **RMB 8,560,000**[103](index=103&type=chunk)[108](index=108&type=chunk) - On December 27, 2024, Hangzhou Gangze Enterprise Management Co., Ltd. prematurely terminated its house lease agreement[105](index=105&type=chunk)[109](index=109&type=chunk) - The applicable percentage ratios for both transactions were less than 5%, thus not constituting discloseable transactions under Chapter 14 of the Listing Rules[104](index=104&type=chunk)[106](index=106&type=chunk)[109](index=109&type=chunk) [Other Corporate Information](index=21&type=section&id=Other%20Corporate%20Information) Provides additional corporate details including no post-balance sheet events, no major investments or contingent liabilities, reduced employee count, and high pre-sale ratio for a residential project - There were no post-balance sheet events, nor any significant investments or material contingent liabilities held in FY2025[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - As of March 31, 2025, the Group had **268 employees**, a decrease from 331 in the previous year[113](index=113&type=chunk)[117](index=117&type=chunk) - Employee costs (including directors' emoluments) for FY2025 were approximately **RMB 44.1 million**[113](index=113&type=chunk)[117](index=117&type=chunk) - As of June 23, 2025, the pre-sale ratio for residential units in Yichun Hangang Guanlan Phase II was **99%**[119](index=119&type=chunk)[120](index=120&type=chunk) [Future Outlook and Proposed Final Dividend](index=23&type=section&id=Future%20Outlook%20and%20Proposed%20Final%20Dividend) Outlines the company's commitment to diversified development, strengthening the "Big Health" segment, optimizing cost structures, and the board's decision not to recommend a final dividend - The Group will continue to deepen its diversified layout, steadily develop its "Big Health" business, and view it as a function to diversify operational risks and seek new growth opportunities[123](index=123&type=chunk)[126](index=126&type=chunk) - The company has initiated organizational streamlining and cost-saving plans to optimize operational efficiency, concentrate resources on core businesses, and strengthen its financial foundation[128](index=128&type=chunk)[132](index=132&type=chunk) - The Board has resolved not to recommend the payment of a final dividend for the 2025 financial year (2024 financial year: nil)[130](index=130&type=chunk)[134](index=134&type=chunk) [DIRECTORS' REPORT](index=25&type=section&id=DIRECTORS'%20REPORT) The Directors' report on the company's principal activities, financial results, corporate governance, and key risks [Principal Activities and Financial Results](index=25&type=section&id=Principal%20Activities%20and%20Financial%20Results) States the company's main business as investment holding and property development, reporting a profit attributable to owners and no final dividend recommendation - The principal business of the Company is investment holding, and the principal business of its subsidiaries is property development[137](index=137&type=chunk)[142](index=142&type=chunk) - The profit attributable to owners of the Company for the 2025 financial year was **RMB 18,897,000**[173](index=173&type=chunk)[746](index=746&type=chunk) - The Board has resolved not to recommend the payment of a final dividend for the 2025 financial year[138](index=138&type=chunk)[144](index=144&type=chunk) [Annual General Meeting and Share Register](index=25&type=section&id=Annual%20General%20Meeting%20and%20Share%20Register) Announces the date of the 2025 Annual General Meeting and the book closure period for share transfer registration - The 2025 Annual General Meeting is scheduled to be held at 10:00 a.m. on Friday, September 19, 2025, at Room 1215, Block B, Hung Hom Commercial Centre, 37–39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong[139](index=139&type=chunk)[145](index=145&type=chunk) - The share transfer registration will be suspended from Monday, September 15, 2025, to Friday, September 19, 2025[140](index=140&type=chunk)[146](index=146&type=chunk) [Business Review and Risks](index=26&type=section&id=Business%20Review%20and%20Risks) Refers to the Chairman's Statement and MD&A for business review, identifies key risks including business, policy, expansion, and financial risks, and highlights compliance and environmental efforts - The Group faces major risks including business risk (ability to identify and acquire suitable land for property development), policy and market risk (real estate industry susceptible to macroeconomic and industry policies), expansion risk (failure to expand into new business sectors), and financial risk[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - The company has complied with all relevant laws and regulations that have a significant impact on the Group's operations and maintains good relationships with stakeholders such as employees, customers, and suppliers[159](index=159&type=chunk)[160](index=160&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - The company adopts green building concepts in property development, submits environmental impact assessment reports before construction, and obtains approvals from relevant environmental protection bureaus upon completion[161](index=161&type=chunk)[168](index=168&type=chunk) [Financial Summary and Capital](index=27&type=section&id=Financial%20Summary%20and%20Capital) Provides a summary of the group's financial performance and position over the past five years, details profit appropriation, distributable reserves, and share capital activities - A summary of the Group's consolidated results, assets, and liabilities for the most recent five financial years has been disclosed[162](index=162&type=chunk)[169](index=169&type=chunk) - The profit attributable to owners of the Company of **RMB 18,897,000** for the 2025 financial year has been transferred to retained earnings[173](index=173&type=chunk)[180](index=180&type=chunk) - As of March 31, 2025, the company's distributable reserves to shareholders amounted to approximately **RMB 724,000**[174](index=174&type=chunk)[180](index=180&type=chunk) - During the 2025 financial year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and there are no pre-emptive rights provisions for the issuance of new shares under the Articles of Association or Bermuda law[175](index=175&type=chunk)[176](index=176&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) [Retirement Schemes and Tax Relief](index=28&type=section&id=Retirement%20Schemes%20and%20Tax%20Relief) Describes the company's retirement schemes for Hong Kong and China employees and states no knowledge of tax relief for shareholders - The Group operates a Mandatory Provident Fund Scheme for its Hong Kong employees and participates in a defined contribution retirement scheme established by the Chinese government for its employees in China[177](index=177&type=chunk)[183](index=183&type=chunk) - The Company is not aware of any tax relief or exemptions provided to its shareholders by virtue of their holding the Company's securities[178](index=178&type=chunk)[184](index=184&type=chunk) [Property, Plant and Equipment and Bank Loans](index=28&type=section&id=Property%2C%20Plant%20and%20Equipment%20and%20Bank%20Loans) Refers to specific notes in the consolidated financial statements for details on property, plant and equipment, and bank loans - Details of changes in the Group's property, plant and equipment are set out in Note 13 to the consolidated financial statements[179](index=179&type=chunk)[185](index=185&type=chunk) - Details of the Group's bank loans are set out in Note 23 to the consolidated financial statements[186](index=186&type=chunk)[189](index=189&type=chunk) [Major Customers and Suppliers](index=29&type=section&id=Major%20Customers%20and%20Suppliers) Discloses the concentration of sales to major customers and payments to major suppliers, confirming no beneficial interest from directors or major shareholders in these entities - For the 2025 financial year, sales to the Group's largest customer and five largest customers accounted for approximately **2.4%** and **3.6%** of the Group's revenue for the year, respectively[187](index=187&type=chunk)[190](index=190&type=chunk) - For the 2025 financial year, payments to the Group's largest supplier and five largest suppliers accounted for approximately **73.0%** and **88.5%** of the Group's total payments for construction contracts during the year, respectively[187](index=187&type=chunk)[191](index=191&type=chunk) - No Director or any of their close associates or any shareholder who, to the best knowledge of the Directors, owns more than 5% of the issued shares, had any beneficial interest in the Group's five largest suppliers or customers[188](index=188&type=chunk)[191](index=191&type=chunk) [Directors and Their Interests](index=29&type=section&id=Directors%20and%20Their%20Interests) Lists board members, details directors seeking re-election, confirms independence of independent non-executive directors, and discloses directors' and chief executive's interests in shares - Mr. Wang Linbing (Chairman, CEO and General Manager), Mr. Chan Kin Sang (Non-executive Director), and Mr. He Dingding (Independent Non-executive Director) will retire by rotation at the 2025 Annual General Meeting and, being eligible, offer themselves for re-election[194](index=194&type=chunk)[199](index=199&type=chunk) - The Company has received confirmation of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[195](index=195&type=chunk)[199](index=199&type=chunk) Directors' and Chief Executive's Interests in Shares (As at 31 March 2025) | Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of the Company's Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Wang Linbing | Beneficial owner | 252,259,643 | 53.36% | | | Interest of controlled corporation (Extra Good) | 1,011,885,120 | | | | Spouse's interest (Ms. Chen Xiangling) | 50,746,390 | | | Mr. Xie Gang | Spouse's interest (Ms. Wong Man Bun) | 5,902,663 | 0.24% | [Connected Transactions and Management Contracts](index=35&type=section&id=Connected%20Transactions%20and%20Management%20Contracts) Reports on continuing connected transactions (parking and office leases) that are exempt from disclosure due to their small value, and confirms no management contracts for the year - The connected transactions for the car park lease agreement and office lease agreement constitute "continuing connected transactions" as defined in Chapter 14A of the Listing Rules, and are fully exempt from the reporting, annual review, announcement, and independent shareholders' approval requirements as their annual aggregate amounts are less than **HKD 3,000,000**[227](index=227&type=chunk)[231](index=231&type=chunk) - The Independent Non-executive Directors have reviewed and confirmed that these continuing connected transactions were entered into on normal commercial terms or on terms no less favorable to the Group than those available from or to independent third parties, and are in the overall interests of the Company and its shareholders[228](index=228&type=chunk)[232](index=232&type=chunk) - During the 2025 financial year, no management and administration contracts (other than service contracts for Executive Directors) involving the whole or any substantial part of the Company's business were entered into or existed[230](index=230&type=chunk)[234](index=234&type=chunk) [Competing Business and Non-Compete Undertaking](index=36&type=section&id=Competing%20Business%20and%20Non-Compete%20Undertaking) Confirms no directors have interests in competing businesses and that the controlling shareholders have complied with their non-compete undertakings - During the 2025 financial year and up to the date of this report, no Director was considered to have an interest in any business (other than the Group's business) that directly or indirectly competes or may compete with the Group's business[236](index=236&type=chunk)[241](index=241&type=chunk) - The Company has received annual confirmations from Mr. Wang Linbing, Ms. Chen Xiangling, and Extra Good, confirming their compliance with the terms of the non-compete undertaking during the year[238](index=238&type=chunk)[242](index=242&type=chunk) [Corporate Governance and Auditor](index=37&type=section&id=Corporate%20Governance%20and%20Auditor) States the adoption of corporate governance practices, maintenance of public float, audit committee review of results, and the proposed re-appointment of BDO Limited as auditor - The principal corporate governance practices adopted by the Company are set out in the Corporate Governance Report in this annual report[245](index=245&type=chunk)[250](index=250&type=chunk) - The Board confirms that the Company has maintained a sufficient public float (i.e., at least 25% of the issued shares held by the public) during the year and as at the date of this report as required by the Listing Rules[247](index=247&type=chunk)[252](index=252&type=chunk) - The Audit Committee has discussed and reviewed the annual results, consolidated financial statements, and this annual report with management[249](index=249&type=chunk)[254](index=254&type=chunk) - BDO Limited will retire as the independent auditor, and a resolution for its re-appointment as independent auditor will be proposed at the 2025 Annual General Meeting[255](index=255&type=chunk)[256](index=256&type=chunk) [CORPORATE GOVERNANCE REPORT](index=39&type=section&id=CORPORATE%20GOVERNANCE%20REPORT) Details the company's adherence to corporate governance principles, board structure, committee functions, and risk management practices [Compliance with the Corporate Governance Code](index=39&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) Confirms the company's compliance with all mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code - The Company has adopted and complied with all mandatory disclosure requirements and applicable code provisions set out in Section "Part 2 – Principles of Good Corporate Governance, Code Provisions and Recommended Best Practices" of the Corporate Governance Code contained in Appendix C1 to the Listing Rules during the year and thereafter up to the date of this annual report[259](index=259&type=chunk)[263](index=263&type=chunk) - The Company has adopted the revised Corporate Governance Code, applicable to financial years commencing on or after January 1, 2022, as its corporate governance practices[260](index=260&type=chunk)[264](index=264&type=chunk) [The Board of Directors](index=39&type=section&id=The%20Board%20of%20Directors) Describes the board's responsibilities, composition, diversity policy, and commitment to sufficient time and continuous professional development - The Board is primarily responsible for overseeing and supervising the management and overall performance of the Group's business affairs, establishing the Group's values and standards, and ensuring the Group has the necessary financial and human resources to achieve its objectives[261](index=261&type=chunk)[265](index=265&type=chunk) - The Board currently comprises **eight Directors**, including four Executive Directors, one Non-executive Director, and three Independent Non-executive Directors[268](index=268&type=chunk)[269](index=269&type=chunk) - The Board has adopted a Board Diversity Policy, striving to achieve diversity by considering factors such as gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service[271](index=271&type=chunk)[272](index=272&type=chunk)[274](index=274&type=chunk) - All Directors (including Independent Non-executive Directors) have devoted sufficient time and effort to the Group's affairs and participated in continuous professional development[290](index=290&type=chunk)[292](index=292&type=chunk)[294](index=294&type=chunk)[297](index=297&type=chunk) [Chairman and Chief Executive Officer](index=46&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Explains the combined role of Chairman and CEO, a deviation from the CG Code, justified by operational efficiency, with clear division of responsibilities - Mr. Wang Linbing concurrently holds the positions of Chairman and Chief Executive Officer, which deviates from Code Provision C.2.1 of the Corporate Governance Code[303](index=303&type=chunk)[305](index=305&type=chunk) - The Board believes that having the same person serve as both Chairman and Chief Executive Officer is appropriate and in the best interests of the Company, as it facilitates the execution of the Group's business strategies and maximizes operational efficiency[303](index=303&type=chunk)[305](index=305&type=chunk) - Chairman Mr. Wang Linbing is responsible for formulating the Company's overall strategy and policies, while Vice Chairman Mr. Shi Feng is responsible for the Company's daily operations[306](index=306&type=chunk)[307](index=307&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk) [Compliance with Model Code](index=47&type=section&id=Compliance%20with%20Model%20Code) States the adoption of the Model Code for securities transactions by directors and senior management, with all directors confirming compliance - The Company has adopted the Model Code as the code of conduct for securities transactions by Directors, senior management, and certain employees of the Group[308](index=308&type=chunk)[313](index=313&type=chunk) - Following specific inquiries made by the Company to all Directors, each Director confirmed that they have complied with the required dealing standards set out in the Model Code and the Company's code of conduct during the year[308](index=308&type=chunk)[313](index=313&type=chunk) [Directors' Responsibility for the Financial Statements](index=47&type=section&id=Directors'%20Responsibility%20for%20the%20Financial%20Statements) Affirms directors' responsibility for preparing true and fair consolidated financial statements on a going concern basis, and the auditor's reporting responsibility - The Directors acknowledge their responsibility for preparing the consolidated financial statements, which give a true and fair view of the state of affairs of the Company and the Group as at March 31, 2025, and of the Group's results and cash flows for the year then ended, and are properly prepared on a going concern basis in accordance with applicable statutory requirements and accounting standards[309](index=309&type=chunk)[314](index=314&type=chunk) - The independent auditor has also made their statement of reporting responsibilities in the Independent Auditor's Report on the consolidated financial statements[310](index=310&type=chunk)[315](index=315&type=chunk) [Board Committees](index=48&type=section&id=Board%20Committees) Details the establishment and functions of the Audit, Remuneration, and Nomination Committees, including their responsibilities for financial oversight, compensation policy, and board appointments - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee to oversee specific areas of the Company's affairs[317](index=317&type=chunk)[319](index=319&type=chunk) - The primary responsibilities of the Audit Committee include overseeing management's compliance, reviewing risk management and internal control systems, making recommendations on auditor appointments, and monitoring the integrity of financial statements[318](index=318&type=chunk)[321](index=321&type=chunk) - The primary responsibilities of the Remuneration Committee include formulating remuneration policies and making recommendations on the remuneration policies and structure for Directors and senior management[328](index=328&type=chunk)[331](index=331&type=chunk) - The primary responsibilities of the Nomination Committee include providing recommendations to the Board on the appointment/re-appointment of Directors, reviewing the Board's structure, size, and composition, and assessing the independence of Independent Non-executive Directors[333](index=333&type=chunk)[337](index=337&type=chunk) [Corporate Governance Functions](index=54&type=section&id=Corporate%20Governance%20Functions) States the board's responsibility for corporate governance functions, delegating risk management and internal control oversight to the Audit Committee - The Board is responsible for performing the Company's corporate governance functions in accordance with the Corporate Governance Code and has delegated the responsibility for overseeing risk management and internal control systems to the Audit Committee[344](index=344&type=chunk)[345](index=345&type=chunk)[347](index=347&type=chunk) - The Board has reviewed and performed its corporate governance functions during the year in accordance with the Corporate Governance Code[346](index=346&type=chunk)[348](index=348&type=chunk) [Attendance Record of Directors and Committee Members](index=55&type=section&id=Attendance%20Record%20of%20Directors%20and%20Committee%20Members) Provides a table summarizing the attendance records of directors and committee members at board, committee, and general meetings for the reporting period Attendance Record of Directors and Committee Members (2025 Financial Year) | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wang Linbing | 4/4 | Not applicable | 1/1 | Not applicable | 1/1 | | Mr. Shi Feng | 4/4 | Not applicable | 1/1 | Not applicable | 1/1 | | Mr. Wang Lei | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Ms. Gao Lan | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Mr. Chan Kin Sang | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Mr. Xie Gang | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | | Mr. He Dingding | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | | Mr. Wong Ping Kuen | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | [Risk Management and Internal Control](index=56&type=section&id=Risk%20Management%20and%20Internal%20Control) Describes the board's responsibility for a robust risk management and internal control framework, including a three-tier approach, and policies for insider information, whistleblowing, and anti-corruption - The Board acknowledges its responsibility for maintaining a sound system of risk management and internal control, aiming to provide reasonable assurance for safeguarding shareholders' investments and the Group's assets[351](index=351&type=chunk)[353](index=353&type=chunk) - The Group adopted a three-tier risk management approach during the year to identify, assess, mitigate, and address risks, complying with Code Provision D.2.4 of the Corporate Governance Code regarding risk management and internal control[355](index=355&type=chunk)[357](index=357&type=chunk) - The company has established an insider information disclosure policy to ensure timely and systematic dissemination of relevant financial and operational data, strictly adhering to the "Guidelines on Disclosure of Inside Information" issued by the Hong Kong Securities and Futures Commission in June 2012[359](index=359&type=chunk)[360](index=360&type=chunk) - The company has formulated whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance towards corruption, fraud, and all other unethical behaviors, and provides anti-corruption training[372](index=372&type=chunk)[374](index=374&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk)[637](index=637&type=chunk)[640](index=640&type=chunk) [Remuneration of Directors and Senior Management](index=62&type=section&id=Remuneration%20of%20Directors%20and%20Senior%20Management) Discloses the remuneration ranges for senior management (excluding directors) for the reporting period Senior Management (Excluding Directors) Remuneration Ranges (2025 Financial Year) | Remuneration Range (HKD) | Number of Individuals | | :--- | :--- | | Zero to 1,000,000 | 1 | | 1,000,001 to 2,000,000 | 2 | [Company Secretary](index=62&type=section&id=Company%20Secretary) Identifies the Company Secretary, confirms compliance with professional training requirements, and states that all directors have access to the Company Secretary's advice - Kwok Siu Man, Rizal Knight, nominated by SK2 Corporate Services (HK) Limited, serves as the Company Secretary and has completed over **15 hours** of relevant continuous professional development training during the year in accordance with Listing Rule 3.29[381](index=381&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) - All members of the Board have access to the advice and services of the Company Secretary[382](index=382&type=chunk)[384](index=384&type=chunk) [Shareholders' Relations and Rights](index=63&type=section&id=Shareholders'%20Relations%20and%20Rights) Emphasizes the company's commitment to active shareholder communication, outlines shareholders' rights to convene meetings, make inquiries, and propose resolutions, and details the shareholder communication policy - The Group is committed to active and regular communication with shareholders, providing clear and sufficient information in a timely manner through various channels[385](index=385&type=chunk)[389](index=389&type=chunk) - Shareholders holding not less than one-tenth of the Company's share capital carrying the right to vote at general meetings have the right to request the Board to convene an extraordinary general meeting[387](index=387&type=chunk)[391](index=391&type=chunk) - Shareholders can make inquiries to the company via mail, telephone, or email, and can submit written notices to the Company Secretary to propose resolutions at general meetings[395](index=395&type=chunk)[396](index=396&type=chunk)[397](index=397&type=chunk)[398](index=398&type=chunk) - The Board has established a shareholder communication policy and reviews its effectiveness annually[401](index=401&type=chunk)[404](index=404&type=chunk) [ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT](index=66&type=section&id=ENVIRONMENTAL%2C%20SOCIAL%20AND%20GOVERNANCE%20REPORT) Presents the company's performance and initiatives across environmental, social, and governance aspects, adhering to reporting guidelines [Scope and Reporting Principles](index=66&type=section&id=Scope%20and%20Reporting%20Principles) Defines the report's scope, covering operations in China and Hong Kong for FY2025, and its adherence to the ESG Reporting Guide principles - This Environmental, Social and Governance Report covers the overall performance of the Group's business operations in China and Hong Kong in the two major areas of environment and society for the period from April 1, 2024, to March 31, 2025[409](index=409&type=chunk)[414](index=414&type=chunk) - The report is prepared in accordance with the "Environmental, Social and Governance Reporting Guide" contained in Appendix C2 to the Listing Rules of the Stock Exchange, complying with mandatory disclosure requirements and "comply or explain" provisions, as well as the four reporting principles of materiality, quantitative, balance, and consistency[410](index=410&type=chunk)[415](index=415&type=chunk) [Sustainability Mission and Vision](index=67&type=section&id=Sustainability%20Mission%20and%20Vision) Articulates the group's commitment to integrated environmental, health, and safety management, human-centric systems, and creating green properties for sustainable development - The Group's sustainable development includes not only establishing environmental, health, and safety management but also setting up a human-centric integrated system to provide various types of properties that advocate comfort, convenience, and revolve around healthy lifestyles and sustainable development for the community[419](index=419&type=chunk)[425](index=425&type=chunk) - The Group's business sustainable development strategy is based on principles such as integrity, ethics, green innovation, originality, quality, safety, and shareholder value, aiming to create green properties and promote future sustainable development[421](index=421&type=chunk)[426](index=426&type=chunk) - The Board assumes full responsibility for the Group's sustainable development strategy and reporting, and assesses and manages environmental, social, and governance matters[428](index=428&type=chunk)[429](index=429&type=chunk)[433](index=433&type=chunk)[434](index=434&type=chunk) [Board Statement](index=68&type=section&id=Board%20Statement) The board's affirmation of effective environmental management, commitment to continuous improvement, and future goals for stable, efficient, and sustainable business development with stakeholder collaboration - The Group deeply understands that efficient environmental management is crucial for promoting sustainable economic development and is committed to continuously improving the environmental performance of its businesses to minimize their impact on the environment[430](index=430&type=chunk)[435](index=435&type=chunk) - Looking ahead, the Group aims to achieve stable and efficient sustainable business development and work hand-in-hand with stakeholders to promote sustainable development, fulfilling corporate and social responsibilities[431](index=431&type=chunk)[436](index=436&type=chunk) [Stakeholder Engagement and Materiality](index=69&type=section&id=Stakeholder%20Engagement%20and%20Materiality) Describes the group's engagement with key stakeholders to understand ESG concerns and identifies the most material ESG issues for the reporting period - The Group communicates with key stakeholders through daily interactions to understand their concerns and expectations regarding environmental, social, and governance issues[437](index=437&type=chunk)[438](index=438&type=chunk) - For the 2024/25 period, the most material issues for the Group's stakeholders and operations are: waste and wastewater, environmental measures, occupational health and safety, data protection, and customer service[447](index=447&type=chunk) [Environmental Performance (A)](index=73&type=section&id=Environmental%20Performance%20(A)) Details the group's emissions, waste generation, energy and water consumption, compliance with environmental laws, and integration of climate change risk management into its framework - The Group's emissions primarily originate from the consumption of gasoline, electricity, water, and paper, and it strictly complies with national laws and regulations such as China's Environmental Protection Law[452](index=452&type=chunk)[459](index=459&type=chunk) 2025 Financial Year Greenhouse Gas Emissions and Intensity | Indicator | 2024/25 | 2023/24 | 2022/23 | | :--- | :--- | :--- | :--- | | Scope 1 Direct Emissions (tonnes CO2e) | 28.23 | 28.46 | 31.16 | | Scope 2 Energy Indirect Emissions (tonnes CO2e) | 984.34 | 945.94 | 899.25 | | Scope 3 Other Indirect Emissions (tonnes CO2e) | 7.11 | 18.99 | 19.85 | | Total (tonnes CO2e) | 1,019.68 | 993.39 | 950.26 | | Area Emission Intensity (kgCO2e/m2) | 72.21 | 59.04 | 52.28 | | Employee Emission Intensity (tonnes CO2e/Group employee) | 3.80 | 3.07 | 2.75 | - In FY2025, hazardous waste generation was **6,777.30 kilograms**, a decrease of **28.17%** compared to the previous reporting period, while non-hazardous waste generation was **6,876.40 kilograms**, a decrease of **1.03%** compared to the previous reporting period[480](index=480&type=chunk)[483](index=483&type=chunk)[488](index=488&type=chunk)[490](index=490&type=chunk) - The Group's total energy consumption was **1,684,960.72 kWh**, an increase of **4.98%** compared to the previous reporting period, and water consumption was **11,325.00 cubic meters**, a decrease of **24.55%** compared to the previous reporting period[498](index=498&type=chunk)[500](index=500&type=chunk)[509](index=509&type=chunk)[513](index=513&type=chunk) - The Board focuses on managing risks arising from climate change, integrating environmental, social, and governance (including climate-related issues) into corporate governance processes, and has identified acute physical risks, chronic physical risks, legal and policy risks, technological risks, and reputational risks[526](index=526&type=chunk)[528](index=528&type=chunk)[532](index=532&type=chunk)[535](index=535&type=chunk) [Social Performance (B)](index=97&type=section&id=Social%20Performance%20(B)) Covers employee demographics, turnover, occupational health and safety, training, supply chain management, product responsibility, anti-corruption measures, and community investment As at 31 March 2025, Total Employees and Composition | Employee Category | Number of Employees | Employment Percentage | | :--- | :--- | :--- | | Senior Management | 32 | 11.94% | | Middle Management | 40 | 14.93% | | Frontline and Other Employees | 196 | 73.13% | | Male | 109 | 40.67% | | Female | 159 | 59.33% | | Mainland China | 264 | 98.51% | | Hong Kong | 4 | 1.49% | - In FY2025, a total of **143 employees** left the Group, with an overall employee turnover rate of **53.36%**[583](index=583&type=chunk)[586](index=586&type=chunk) - The Group is committed to providing and maintaining a safe and healthy working environment for its employees, subcontractors, and suppliers, and strictly complies with national and local laws and regulations, with no work-related fatalities or cases exceeding 3 days of injury in FY2023/24[594](index=594&type=chunk)[595](index=595&type=chunk)[596](index=596&type=chunk)[598](index=598&type=chunk)[601](index=601&type=chunk) - In FY2025, **164 employees** (representing **48.81%** of the total workforce) received **2,338.07 hours** of training, with an average of **6.96 hours** of training per employee[604](index=604&type=chunk)[605](index=605&type=chunk) - The Group has established a supplier performance evaluation and monitoring system and formulated comprehensive, fair, and transparent tender procedures to ensure service quality and compliance[614](index=614&type=chunk)[617](index=617&type=chunk) - The Group maintains a zero-tolerance stance towards corruption, fraud, and all other unethical behaviors, has formulated relevant policies to prevent bribery, extortion, fraud, and money laundering, and provided **217.4 hours** of anti-corruption training to **38 employees**[630](index=630&type=chunk)[633](index=633&type=chunk)[637](index=637&type=chunk)[640](index=640&type=chunk) - The Group is committed to promoting positive community change and developing outreach programs to meet the specific needs of various groups[638](index=638&type=chunk)[641](index=641&type=chunk) [BIOGRAPHICAL INFORMATION OF DIRECTORS AND SENIOR MANAGEMENT](index=116&type=section&id=BIOGRAPHICAL%20INFORMATION%20OF%20DIRECTORS%20AND%20SENIOR%20MANAGEMENT) Provides detailed biographical information for the company's directors and senior management, highlighting their experience and qualifications [Chairman and Executive Director](index=116&type=section&id=Chairman%20and%20Executive%20Director) Biographical details of Mr. Wang Linbing, Chairman and Executive Director, including his appointment dates and extensive real estate development experience - Mr. Wang Linbing, **70 years old**, was appointed Chairman and Executive Director on April 1, 2020, and Chief Executive Officer and General Manager on May 22, 2020[651](index=651&type=chunk)[655](index=655&type=chunk) - Mr. Wang has over **30 years** of experience in real estate development and holds a Doctor of Business Administration degree from Armstrong University, USA[651](index=651&type=chunk)[656](index=656&type=chunk) [Executive Directors](index=116&type=section&id=Executive%20Directors) Biographical details of Executive Directors Mr. Shi Feng, Mr. Wang Lei, and Ms. Gao Lan, outlining their respective roles and experience - Mr. Shi Feng, **67 years old**, has served as Vice Chairman and Executive Director since July 4, 2011, responsible for managing project planning, quality inspection, contractor coordination, and managing the Company's subsidiaries[653](index=653&type=chunk)[658](index=658&type=chunk) - Mr. Wang Lei, **42 years old**, has served as Executive Director since July 4, 2011, primarily responsible for the operational management and project development of Nanchang Honggu Kaixuan and Fuzhou Huacuiyuan in China[661](index=661&type=chunk)[663](index=663&type=chunk) - Ms. Gao Lan, **59 years old**, was appointed Executive Director on August 13, 2014, and has been the Group's Marketing Director since November 2013, focusing on the Group's marketing business[665](index=665&type=chunk)[668](index=668&type=chunk) [Non-executive Director](index=119&type=section&id=Non-executive%20Director) Biographical details of Mr. Chan Kin Sang, Non-executive Director, including his professional qualifications and experience as a solicitor and notary - Mr. Chan Kin Sang, **73 years old**, became an Independent Non-executive Director on April 1, 2020, and is currently a partner at Chow & Chow Solicitors[670](index=670&type=chunk)[673](index=673&type=chunk) - He has been a practicing solicitor in Hong Kong since April 1982, accredited as a notary public since April 1997, and accredited as a China Appointed Attesting Officer since January 2000[670](index=670&type=chunk)[673](index=673&type=chunk) [Independent Non-executive Directors](index=120&type=section&id=Independent%20Non-executive%20Directors) Biographical details of Independent Non-executive Directors Mr. Xie Gang, Mr. He Dingding, and Mr. Wong Ping Kuen, highlighting their diverse professional backgrounds - Mr. Xie Gang, **60 years old**, became an Independent Non-executive Director on July 4, 2011, and previously served as Chief Representative of AXA Group's Guangzhou Representative Office and Manager of Golden Life Insurance Co., Ltd.'s Guangdong Branch in China[675](index=675&type=chunk)[676](index=676&type=chunk) - Mr. He Dingding, **48 years old**, became an Independent Non-executive Director on August 1, 2018, and has over **17 years** of extensive experience in capital markets, corporate finance, investment and financing, and corporate management[677](index=677&type=chunk)[680](index=680&type=chunk) - Mr. Wong Ping Kuen, **38 years old**, became an Independent Non-executive Director on June 1, 2020, is a member of the Hong Kong Institute of Certified Public Accountants, and has over **12 years** of experience in the accounting, finance, and investment industries[683](index=683&type=chunk)[686](index=686&type=chunk) [Senior Management](index=123&type=section&id=Senior%20Management) Biographical details of key senior management members, including Ms. Chen Xiangling (co-founder), Mr. Qiu Siyuan (Planning & Design Director), and Mr. Liu Jiahao (Financial Controller) - Ms. Chen Xiangling, **66 years old**, is one of the Group's founders, a director and general manager of subsidiary Hangang Co., Ltd., with over **20 years** of experience in real estate development[688](index=688&type=chunk)[691](index=691&type=chunk) - Mr. Qiu Siyuan, **65 years old**, is the Group's Planning and Design Director, with over **25 years** of experience in the construction industry, and was accredited as a Class II Registered Architect in 1997[689](index=689&type=chunk)[690](index=690&type=chunk)[692](index=692&type=chunk) - Mr. Liu Jiahao, **40 years old**, has been the Group's Financial Controller since August 1, 2018, responsible for finance and accounting, regulatory compliance, and corporate governance[693](index=693&type=chunk)[694](index=694&type=chunk)[695](index=695&type=chunk) [INDEPENDENT AUDITOR'S REPORT](index=125&type=section&id=INDEPENDENT%20AUDITOR'S%20REPORT) The independent auditor's opinion on the consolidated financial statements, including the basis of opinion, material uncertainties, and key audit matters [Opinion and Basis for Opinion](index=125&type=section&id=Opinion%20and%20Basis%20for%20Opinion) States the auditor's opinion that the consolidated financial statements present a true and fair view in accordance with HKFRS and Hong Kong Companies Ordinance - Independent auditor BDO Limited believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as at March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[698](index=698&type=chunk)[701](index=701&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, and the auditor is independent of the Group and has fulfilled its ethical responsibilities[699](index=699&type=chunk)[702](index=702&type=chunk) [Material Uncertainty Related to Going Concern](index=126&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) Highlights significant uncertainties regarding the group's ability to continue as a going concern due to substantial current liabilities exceeding cash and bank balances - As at March 31, 2025, the Group's accounts payable were approximately **RMB 26.4 million**, accruals and other payables approximately **RMB 169.6 million**, tax provisions approximately **RMB 368.7 million**, and the current portion of bank loans approximately **RMB 158.6 million**, while cash and bank balances were only approximately **RMB 132.3 million**[704](index=704&type=chunk)[708](index=708&type=chunk) - These conditions (together with other events set out in Note 3.1) indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[704](index=704&type=chunk)[708](index=708&type=chunk) - The auditor's opinion was not modified in respect of this matter[704](index=704&type=chunk)[708](index=708&type=chunk) [Key Audit Matters](index=126&type=section&id=Key%20Audit%20Matters) Identifies key audit matters, including the net realizable value of properties for sale and under development, and the valuation of investment properties, due to significant judgment and assumptions involved - Key audit matters include assessing the net realizable value of properties for sale and properties under development, as well as the valuation of investment properties[709](index=709&type=chunk)[710](index=710&type=chunk)[716](index=716&type=chunk)[718](index=718&type=chunk) - The estimation of net realizable value for properties for sale and properties under development primarily relies on estimates of future selling prices, sales rates, marketing costs, and construction costs, as well as the legal and regulatory framework and market conditions[712](index=712&type=chunk)[713](index=713&type=chunk) - The valuation of investment properties is highly sensitive to key assumptions applied, including property quality premium or discount, discount rates, and capitalization rates, where minor changes can significantly impact the valuation[717](index=717&type=chunk)[719](index=719&type=chunk) [Directors' and Auditor's Responsibilities](index=129&type=section&id=Directors'%20and%20Auditor's%20Responsibilities) Defines the responsibilities of directors for financial statement preparation and internal controls, and the auditor's role in providing reasonable assurance and communicating audit findings - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error[728](index=728&type=chunk) - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion[731](index=731&type=chunk)[733](index=733&type=chunk) - The auditor communicates with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit[736](index=736&type=chunk)[738](index=738&type=chunk) [CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](index=133&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) Presents the consolidated statement of comprehensive income, detailing revenue, profit, and earnings per share for the reporting period [FY2025 Consolidated Results](index=133&type=section&id=FY2025%20Consolidated%20Results) Summarizes the group's consolidated financial performance for FY2025, showing significant declines in revenue and profit attributable to owners 2025 Financial Year Consolidated Statement of Comprehensive Income Key Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | | Cost of sales | (321,605) | (595,628) | | Gross profit | 204,362 | 296,029 | | Other income and other gains and losses | (28,361) | (25,244) | | Selling and distribution expenses | (23,883) | (45,971) | | Administrative expenses | (59,180) | (68,594) | | Operating profit | 92,938 | 156,220 | | Finance costs | (17,013) | (11,461) | | Profit before income tax | 75,925 | 144,759 | | Income tax expense | (63,390) | (113,354) | | Profit for the year | 12,535 | 31,405 | | Profit for the year attributable to owners of the Company | 18,897 | 52,453 | | Loss for the year attributable to non-controlling interests | (6,362) | (21,048) | | Basic and diluted earnings per share (RMB cents) | 0.77 | 2.13 | - Revenue for the 2025 financial year decreased by **41.0%** compared to the 2024 financial year, and profit for the year decreased by **60.1%**[744](index=744&type=chunk) - Profit attributable to owners of the Company was **RMB 18,897 thousands**, a significant decrease from **RMB 52,453 thousands** in the 2024 financial year[746](index=746&type=chunk) [CONSOLIDATED STATEMENT OF FINANCIAL POSITION](index=135&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) Presents the consolidated statement of financial position, outlining the group's assets, liabilities, and equity as of the reporting date [FY2025 Consolidated Financial Position](index=135&type=section&id=FY2025%20Consolidated%20Financial%20Position) Summarizes the group's consolidated financial position as of March 31, 2025, indicating decreases in total assets and liabilities, and a slight reduction in net assets As at 31 March 2025, Consolidated Statement of Financial Position Key Data (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | | :--- | :--- | :--- | | Property, plant and equipment | 41,280 | 56,334 | | Investment properties | 1,438,850 | 1,536,990 | | Properties under development | 1,049,395 | 1,021,217 | | Properties for sale | 474,335 | 765,333 | | Cash and bank balances | 132,306 | 184,415 | | Accounts payable | 26,428 | 15,994 | | Accruals and other payables | 169,628 | 239,711 | | Contract liabilities | 512,743 | 929,002 | | Bank loans (current) | 158,550 | 68,450 | | Bank loans (non-current) | 406,400 | 463,500 | | Total equity | 1,953,265 | 2,010,338 | | Total assets | 3,732,679 | 4,259,027 | | Total liabilities | 1,779,414 | 2,248,689 | - As at March 31, 2025, total assets decreased by **12.4%** compared to the previous year, and total liabilities decreased by **20.9%**[749](index=749&type=chunk) - Net assets were **RMB 1,953,265 thousands**, a slight decrease from **RMB 2,010,338 thousands** in the previous year[749](index=749&type=chunk) [CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](index=137&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) Presents the consolidated statement of changes in equity, detailing movements in share capital, reserves, and non-controlling interests for the reporting period [FY2025 Equity Changes](index=137&type=section&id=FY2025%20Equity%20Changes) Summarizes the changes in the group's total equity for FY2025, including profit attribution and dividend payments to non-controlling interests 2025 Financial Year Consolidated Statement of Changes in Equity Key Data (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | | :--- | :--- | :--- | | Share capital | 20,735 | 20,735 | | Reserves | 1,733,226 | 1,713,137 | | Total equity attributable to owners of the Company | 1,753,961 | 1,733,872 | | Non-controlling interests | 199,304 | 276,466 | | Total equity | 1,953,265 | 2,010,338 | | Profit for the year | 18,897 | 52,453 | | Dividends paid to non-controlling interests of a subsidiary | (70,800) | – | - As at March 31, 2025, total equity was **RMB 1,953,265 thousands**, a decrease from **RMB 2,010,338 thousands** in the 2024 financial year[753](index=753&type=chunk) - In FY2025, profit attributable to owners of the Company was **RMB 18,897 thousands**, and loss attributable to non-controlling interests was **RMB 6,362 thousands**[753](index=753&type=chunk) - Dividends of **RMB 70,800 thousands** were paid to non-controlling interests[753](index=753&type=chunk) [CONSOLIDATED STATEMENT OF CASH FLOWS](index=139&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) Presents the consolidated statement of cash flows, detailing cash movements from operating, investing, and financing activities for the reporting period [FY2025 Consolidated Cash Flows](index=139&type=section&id=FY2025%20Consolidated%20Cash%20Flows) Summarizes the group's consolidated cash flow activities for FY2025, showing net cash inflows from operations and investing, and net cash outflows from financing 2025 Financial Year Consolidated Statement of Cash Flows Key Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Net cash generated from operating activities | 82,220 | (24,183) | | Net cash generated from investing activities | 1,161 | (9,065) | | Net cash used in financing activities | (75,498) | 20,284 | | Net increase in cash and cash equivalents | 7,883 | (12,964) | | Cash and cash equivalents at end of year | 97,234 | 88,224 | - Net cash inflow from operating activities was primarily attributable to a decrease in prepayments and other receivables[755](index=755&type=chunk) - Net cash inflow from investing activities was mainly due to proceeds from the disposal of a subsidiary[757](index=757&type=chunk) - Net cash outflow from financing activities was primarily offset by new loans obtained, repayment of loan principal and interest, and dividend payments to non-controlling interests[757](index=757&type=chunk) [NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS](index=141&type=section&id=NOTES%20TO%20THE%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides detailed explanations and breakdowns of the figures presented in the consolidated financial statements, including accounting policies, estimates, and risk management [General Information and Basis of Accounting](index=141&type=section&id=General%20Information%20and%20Basis%20of%20Accounting) States the company's principal activities and the basis of preparation for the consolidated financial statements, adhering to HKFRS - The principal business of the Company is investment holding, and the principal businesses of its subsidiaries are set out in Note 16 to the consolidated financial statements[759](index=759&type=chunk)[763](index=763&type=chunk) - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and relevant amendments have been adopted[760](index=760&type=chunk)[765](index=765&type=chunk)[767](index=767&type=chunk) - The Group has not early applied any new or revised Hong Kong Financial Reporting Standards that are not yet effective for the current accounting period[769](index=769&type=chunk) [Material Accounting Policy Information](index=145&type=section&id=Material%20Accounting%20Policy%20Information) Outlines the significant accounting policies applied, including historical cost basis, fair value measurement for certain asse

Group 1 - Han Kong Holdings (01663.HK) closed at HKD 0.077 on July 30, down 1.28% from the previous trading day, with an intraday low of HKD 0.074, marking a new low for the past year [1] - The net capital outflow for the day was HKD 1.45 million, with no significant inflow or outflow reported [1] - Han Kong Holdings, formerly known as Han Kong Real Estate Group, is a seasoned real estate developer focused on second and third-tier cities in China, headquartered in Hong Kong [1] Group 2 - The company is actively seeking new opportunities to diversify its revenue and enhance profitability, leading to its name change to Han Kong Holdings [1] - Han Kong Holdings is working on establishing a leading domestic contract research organization (CRO) platform in the pharmaceutical research sector and has entered the stem cell industry [1]

Financial Performance - For the fiscal year 2025, the group recorded revenue of approximately RMB 526.0 million, a decrease of 41% compared to RMB 891.7 million in fiscal year 2024[4] - The net profit after tax for fiscal year 2025 was approximately RMB 12.5 million, down from RMB 31.4 million in fiscal year 2024, representing a decline of 60%[4] - Basic earnings per share for fiscal year 2025 were approximately RMB 0.77, compared to RMB 2.13 in fiscal year 2024, indicating a decrease of 64%[6] - Total comprehensive income for the year was RMB 13.7 million, down from RMB 29.99 million in the previous year, a decrease of 54%[5] - Revenue from external customers in property development for 2025 was RMB 514,674,000, a decrease of 41.5% from RMB 878,902,000 in 2024[22] - The segment profit for property development in 2025 was RMB 112,445,000, down 43.8% from RMB 200,263,000 in 2024[22] - Other income for 2025 was RMB 2,798,000, down 52.4% from RMB 5,865,000 in 2024[26] - The company reported a net profit of RMB 12,535,000 for 2025, compared to RMB 31,405,000 in 2024, reflecting a decline of 60%[22] - The company recognized a loss of RMB 42,230,000 from the fair value of investment properties in 2025, compared to a loss of RMB 29,259,000 in 2024[26] - Interest income from bank deposits decreased significantly from RMB 3,524,000 in 2024 to RMB 815,000 in 2025, a drop of 76.9%[26] - The company received government grants of RMB 11,000 in 2025, a significant decrease from RMB 881,000 in 2024[26] Assets and Liabilities - The group's total assets decreased to RMB 2,187.8 million in fiscal year 2025 from RMB 2,596.9 million in fiscal year 2024, a decline of 16%[7] - The net asset value as of March 31, 2025, was RMB 1,953.3 million, down from RMB 2,010.3 million in the previous year, representing a decrease of 3%[8] - The group's bank loans increased to approximately RMB 565.0 million as of March 31, 2025, compared to RMB 532.0 million as of March 31, 2024, marking an increase of 6%[4] - As of March 31, 2025, the group's accounts payable amounted to approximately RMB 26.4 million, with accrued liabilities and other payables around RMB 169.6 million, and tax provisions of about RMB 368.7 million[12] - The group's total borrowings increased to RMB 564.95 million in fiscal year 2025 from RMB 531.95 million in fiscal year 2024[33] - Total liabilities also decreased from RMB 2,248,689,000 in 2024 to RMB 1,779,414,000 in 2025, a reduction of 21%[22] Cash Flow and Financing - As of March 31, 2025, cash and bank balances were approximately RMB 132.3 million, down from RMB 184.4 million a year earlier, reflecting a decline of 28%[4] - The group's cash and bank balances were approximately RMB 132.3 million as of the reporting date, amidst a continuing weak real estate market in China, which may impact future cash flows from property sales[12] - The board believes that the group will have sufficient operating funds to meet its financial obligations during the forecast period, based on past performance and planned measures[13] - The group plans to implement pricing strategies to accelerate property sales and generate operating cash inflows[12] - The group is actively negotiating with existing lenders to extend loan terms until sufficient funds can be secured for repayment[12] - The group will seek additional financing to support the development of its property projects[12] - The current portion of bank loans was approximately RMB 158.6 million, while the group's cash and bank balances were only about RMB 132.3 million, indicating significant uncertainty regarding the group's ability to continue as a going concern[76] Market Conditions and Strategic Focus - The ongoing weak real estate market conditions in China are expected to continue affecting the group's operational cash flow[12] - The real estate market in China is expected to continue its adjustment in 2024, with a projected 10.6% decrease in real estate development investment and a 12.9% decline in commodity housing sales area[67] - The company plans to focus on "de-stocking" and "good housing" construction to stabilize the market, leveraging measures such as urban village renovation[67] - The "big health" sector is a key focus for the company, with the establishment of a chain of dental specialty hospitals to diversify and mitigate operational risks[68] - The company is implementing a structural streamlining and cost-saving plan to optimize operational efficiency and strengthen its financial foundation[69] Corporate Governance and Compliance - The independent auditor confirmed that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2025[75] - The audit committee reviewed the full-year performance and consolidated financial statements for the fiscal year 2025[77] - The board of directors emphasized the importance of maintaining high standards of corporate governance to enhance corporate performance[79] - The company adopted the standard code for securities trading by directors and confirmed compliance throughout the fiscal year 2025[81] - The board consists of eight directors, including four executive directors, ensuring a diverse leadership structure[85] Dividends and Shareholder Information - The group did not recommend the payment of a final dividend for the fiscal year 2025, consistent with the previous fiscal year[3] - The company did not recommend a dividend for the fiscal year 2025, compared to no dividend in fiscal year 2024[30] - The annual general meeting is scheduled for September 19, 2025, in Hong Kong[72] - The company plans to issue a notice for the annual general meeting and related documents in accordance with listing rules[82]

Financial Performance - Revenue from property sales for the six months ended 30 September 2024 was RMB 419,863,000, an increase of 31% compared to RMB 320,526,000 for the same period in 2023[25]. - Total revenue for the six months ended 30 September 2024 reached RMB 451,331,000, up 28.5% from RMB 351,405,000 in the previous year[25]. - Profit for the period attributable to owners of the company was RMB 25,202, an increase of 24.9% compared to RMB 20,197 in the same period last year[79]. - Basic earnings per share increased to 1.02 RMB cents for the six months ended September 30, 2024, compared to 0.82 RMB cents for the same period in 2023, reflecting a growth of 24.4%[121]. - Total comprehensive income for the period was RMB 23,226, compared to RMB 17,495 in the previous year, reflecting a growth of 32.5%[79]. - Operating profit rose to RMB 112,082, up 32.1% from 84,798 in the prior year[76]. Cash Flow and Liquidity - The Group recorded a net cash inflow from operating activities of approximately RMB 84.9 million in 1H 2024/25, compared to an outflow of approximately RMB 40.4 million in 1H 2023/24, primarily due to a decrease in properties held for sale[4]. - Cash and cash equivalents were approximately RMB 73.3 million as of September 30, 2024, compared to RMB 88.2 million as of March 31, 2024[4]. - As of September 30, 2024, the Group had cash and bank balances of approximately RMB 104.9 million, down from RMB 184.4 million as of March 31, 2024[4]. - Net cash generated from operating activities was RMB 84,859, a significant recovery from a cash outflow of RMB 40,446 in the same period last year[84]. Borrowings and Financial Position - Total borrowings as of September 30, 2024, were approximately RMB 519.5 million, a decrease from approximately RMB 532.0 million as of March 31, 2024, primarily due to repayment of borrowings in 1H 2024/25[5]. - The gearing ratio remained stable at 26.2% as of September 30, 2024, consistent with the ratio as of March 31, 2024[5]. - The Group's finance costs before capitalization increased slightly to approximately RMB 15.6 million in 1H 2024/25 from approximately RMB 15.5 million in 1H 2023/24, attributed to the net effect of increased average total borrowing and decreased effective interest rate[5]. - The Group plans to fund its working capital and capital expenditures through a combination of cash generated from operations, bank borrowings, and other external financing sources[5]. Property Development and Sales - Revenue from external customers for Property Development segment was RMB 446,127,000 for the first half of 2024/25, up from RMB 344,362,000 in the first half of 2023/24, representing a growth of 29.6%[126]. - Properties held for sale decreased to approximately RMB 490.0 million as at 30 September 2024, down from approximately RMB 765.3 million as at 31 March 2024[89]. - The estimated total GFA pre-sold is 222,444 sq.m., achieving a pre-sale rate of 99%[38]. - The average selling price (ASP) per square meter is RMB 7,900[38]. Expenses and Cost Management - Cost of sales increased to approximately RMB 304.9 million in 1H 2024/25 from approximately RMB 228.9 million in 1H 2023/24, while gross profit margin decreased from 34.9% to 32.5%[55]. - Selling and distribution expenses rose from approximately RMB 9.3 million in 1H 2023/24 to approximately RMB 12.5 million in 1H 2024/25, mainly due to increased marketing expenses for Sino Harbour • Guanlan[55]. - Administrative expenses decreased to approximately RMB 24.8 million in 1H 2024/25 from approximately RMB 32.0 million in 1H 2023/24, attributed to reductions in staff costs, depreciation, and utility expenses[55]. Strategic Outlook and Business Development - The company is focused on expanding its market presence and enhancing service offerings in the dental sector[24]. - Future outlook includes continued investment in property development and potential acquisitions to drive growth[24]. - The company plans to enhance its operational efficiency through the adoption of new technologies in property management[24]. - The Group aims to diversify operational risks and seek new growth opportunities through the development of the "Big Health" business[74]. Corporate Governance and Compliance - The company maintained compliance with corporate governance standards as per the Corporate Governance Code during 1H 2024/25[166]. - The roles of Chairman and Chief Executive Officer are held by Mr. Wong, which the board believes facilitates business strategy execution[168]. - All Directors confirmed compliance with the required standards set out in the Model Code and the company's Own Code of Conduct throughout 1H 2024/25[170].

Financial Performance - For the first half of the fiscal year 2024/25, the group recorded revenue of approximately RMB 451.3 million, primarily from the delivery of residential units in the second phase of Yichun Sino Harbour[2] - The gross profit margin for the first half of fiscal year 2024/25 was approximately 32.5%[2] - The profit attributable to the owners of the company for the first half of fiscal year 2024/25 was approximately RMB 25.2 million[2] - Operating profit for the first half of fiscal year 2024/25 increased to RMB 112.1 million, compared to RMB 84.8 million in the same period last year, representing a growth of 32.2%[4] - The total comprehensive income for the period attributable to owners of the company was RMB 24.6 million, compared to RMB 19.7 million in the previous year, reflecting a year-on-year increase of 25.1%[8] - The company reported a basic and diluted earnings per share of RMB 1.02 for the first half of fiscal year 2024/25, up from RMB 0.82 in the same period last year[9] - The company reported a net profit of RMB 25,202 thousand for the six months ended September 30, 2024, compared to a profit of RMB 20,197 thousand for the same period in 2023, representing a year-over-year increase of approximately 24.8%[16] - The company reported a net profit of RMB 23,850 thousand for the first half of 2024, compared to RMB 18,002 thousand in the first half of 2023, marking a growth of 32.8%[26] - Net profit after tax for the first half of fiscal year 2024/25 was approximately RMB 23.9 million, a 32.5% increase from RMB 18.0 million in the first half of fiscal year 2023/24[58] Assets and Liabilities - Non-current assets as of September 30, 2024, totaled RMB 1,656.8 million, slightly down from RMB 1,662.1 million as of March 31, 2024[11] - The total assets less current liabilities amounted to RMB 2,607.4 million as of September 30, 2024, compared to RMB 2,672.9 million as of March 31, 2024[11] - The company's net assets as of September 30, 2024, were RMB 1,962.8 million, a decrease from RMB 2,010.3 million as of March 31, 2024[13] - Total assets as of September 30, 2024, were RMB 3,915,398 thousand, a decrease from RMB 4,259,027 thousand as of March 31, 2024[26] - Total liabilities decreased to RMB 1,952,634 thousand as of September 30, 2024, from RMB 2,248,689 thousand as of March 31, 2024[26] Cash Flow and Financing - Operating cash flow generated was RMB 84,859 thousand for the six months ended September 30, 2024, a significant improvement from a cash outflow of RMB 40,446 thousand in the same period of 2023[18] - The company reported a net cash used in financing activities of RMB 104,470 thousand for the six months ended September 30, 2024, compared to a net cash generated of RMB 12,301 thousand in the same period of 2023[18] - As of September 30, 2024, total borrowings amounted to RMB 519.45 million, a decrease from RMB 531.95 million as of March 31, 2024[47] - The company's cash and bank balances as of September 30, 2024, were approximately RMB 104.9 million, down from RMB 184.4 million as of March 31, 2024[69] Revenue and Growth - Revenue from external customers reached RMB 446,127 thousand for the first half of 2024, up from RMB 344,362 thousand in the same period of 2023, representing a growth of 29.6%[26] - Revenue for the first half of fiscal year 2024/25 was approximately RMB 451.3 million, an increase of 28.4% compared to RMB 351.4 million in the first half of fiscal year 2023/24[51] - Gross profit margin decreased from 34.9% in the first half of fiscal year 2023/24 to 32.5% in the first half of fiscal year 2024/25, with cost of sales rising from approximately RMB 228.9 million to RMB 304.9 million[54] Operational Insights - The company experienced a decrease in cash and cash equivalents, ending with RMB 73,327 thousand as of September 30, 2024, compared to RMB 63,232 thousand at the same date in 2023[18] - The company’s total comprehensive income for the period was RMB 24,578 thousand, compared to RMB 19,690 thousand for the same period in 2023, indicating an increase of approximately 24.5%[16] - The company’s retained earnings rose to RMB 1,001,489 thousand as of September 30, 2024, compared to RMB 945,286 thousand as of September 30, 2023, marking an increase of about 5.9%[16] - The company’s foreign exchange reserve decreased to RMB (8,293) thousand as of September 30, 2024, from RMB (9,761) thousand as of September 30, 2023[16] Corporate Governance and Strategy - The board has decided not to declare an interim dividend for the first half of the 2024/2025 fiscal year[86] - The company emphasizes maintaining high levels of corporate governance to ensure sustainable development and enhance performance[89] - The audit committee reviewed the unaudited interim results for the first half of the 2024/2025 fiscal year before submission to the board[92] - The company warns investors that the interim results and operational data are based on internal information and should be approached with caution[94] - The company will maintain a prudent and flexible financial policy to ensure long-term healthy development and create long-term investment value for shareholders[85] Market Outlook - The company anticipates improved sales performance in the second half of 2024 due to various economic stimulus policies and relaxed real estate regulations from the central government[84] - The company plans to optimize marketing and pricing strategies based on local conditions to enhance cash flow and risk management capabilities[84] - The company will continue to develop its "big health" business, particularly in the dental specialty sector, to diversify its operations and seek new growth opportunities[85]

Financial Performance - Revenue for the fiscal year 2023/24 reached RMB 891,657,000, showing a significant increase compared to RMB 448,420,000 in 2022/23, representing a growth of 98.5%[12] - Profit attributable to owners of the company for 2023/24 was RMB 57,544,000, compared to RMB 52,453,000 in the previous year, indicating a growth of 9.4%[12] - The company's net assets for FY2024 reached RMB 2,010,338,000, showing a steady increase compared to previous years[34] - The company reported a total revenue of RMB 1,619,349,000 for FY2023, indicating a growth trajectory in its financial performance[34] - Profit before income tax recorded approximately RMB 144.8 million in FY2024, compared to approximately RMB 33.3 million in FY2023, representing an increase of approximately RMB 111.5 million[101] - The Group recorded a profit after tax of approximately RMB 31.4 million in FY2024, compared to approximately RMB 11.0 million in FY2023[101] Business Strategy and Development - The company is actively exploring new business markets with high development potential to ensure sustainable growth[17] - Sino Harbour Holdings is focusing on diversifying its business development strategy beyond real estate, including property management services to enhance operational stability and revenue performance[19] - The company aims to deepen cooperation with local governments and other enterprises to gain competitive advantages in future developments[19] - The group plans to strategically develop new markets to expand its business footprint and enhance profitability and market influence[19] - The company continues to manage its commercial properties and provide operational services for external projects to stabilize future revenue streams[19] - The company is focused on expanding its market presence and enhancing its product portfolio through new technology developments[38] - The company plans to explore potential mergers and acquisitions to bolster its competitive position in the industry[38] - The Group plans to continue diversifying its business operations and exploring new markets to ensure sustainable development[61] Financial Position and Ratios - The gearing ratio improved to 20.4% in 2023/24 from 35.4% in the previous year, reflecting a stronger equity position[14] - Cash and cash equivalents amounted to RMB 94,195,000 for FY2024, reflecting a capital and debt ratio of 22.7%[36] - The gearing ratio increased to 26.2% as of March 31, 2024, compared to 22.7% as of March 31, 2023[80] - As of March 31, 2024, the capital and debt ratio of the Group is 26.2%, an increase from 22.7% on March 31, 2023[81] Revenue Sources and Performance - Revenue from sales of properties held for sale in FY2024 was primarily derived from the delivery of residential units and car park spaces of Sino Harbour • Guanlan Phase 2 in Yichun, the PRC[67]. - Revenue from residential properties increased significantly to approximately RMB798.8 million in FY2024, up 568% from RMB119.6 million in FY2023, with a gross floor area sold of 106,938 sq.m.[73] - Revenue from commercial properties fell to approximately RMB3.9 million in FY2024, a decrease of 55% from RMB8.7 million in FY2023, with a gross floor area sold of 1,262 sq.m.[73] - The gross profit margin decreased from 39.4% in FY2023 to 33.2% in FY2024, attributed to the write-down of properties held for sale and a lower portion of revenue from rental income[51][52]. Operational Challenges and Outlook - The company’s operational strategy emphasizes diversified business development to cope with challenges in the market[17] - Future outlook includes strategic initiatives aimed at increasing operational efficiency and market share[38] - The gradual relaxation of China's regulation of the real estate industry is expected to provide new opportunities for the Group's real estate business, supporting steady progress[44][64]. - The political tension between the United States and China has increased uncertainty in the high-tech and biotechnology sectors, impacting the Group's "Big Health" business[112] Governance and Compliance - The company is committed to enhancing its corporate governance practices to align with industry standards[38] - The Group has maintained compliance with all relevant laws and regulations impacting its operations[142] - The Company has adopted all mandatory disclosure requirements and applicable code provisions as per the Corporate Governance Code during the reporting period[199] Employee and Operational Management - Employee costs, including Directors' emoluments, amounted to approximately RMB47.7 million in FY2024, consistent with FY2023[107] - The Group employed 331 staff as of March 31, 2024, a slight decrease from 333 staff as of March 31, 2023[107] - The Group recognizes the importance of maintaining good relationships with employees, customers, and suppliers for sustainable development[143]

Financial Performance - For the fiscal year 2024, the group recorded revenue of approximately RMB 891.7 million, a significant increase from RMB 247.5 million in fiscal year 2023, representing a growth of 260%[3] - The net profit after tax for fiscal year 2024 was approximately RMB 31.4 million, compared to RMB 11.0 million in fiscal year 2023, marking an increase of 186%[3] - Basic earnings per share for fiscal year 2024 were approximately RMB 2.13, up from RMB 0.75 in fiscal year 2023, reflecting a growth of 184%[5] - The total comprehensive income for the year was RMB 29.99 million, compared to RMB 8.52 million in the previous year, representing an increase of 251%[4] - The overall profit before tax for the group in 2024 was RMB 144,759,000, compared to RMB 33,300,000 in 2023, indicating a growth of 335%[19] - The group reported a net profit of RMB 31,405,000 for 2024, up from RMB 10,979,000 in 2023, marking an increase of 186%[19] Assets and Liabilities - The group's total assets as of March 31, 2024, were approximately RMB 2.60 billion, down from RMB 3.24 billion in the previous year[7] - The total assets of the group decreased from RMB 4,825,261,000 in 2023 to RMB 4,259,027,000 in 2024, a decline of approximately 12%[19] - The total liabilities also decreased from RMB 2,844,913,000 in 2023 to RMB 2,248,689,000 in 2024, reflecting a reduction of about 21%[19] - The net asset value increased to RMB 2.01 billion as of March 31, 2024, compared to RMB 1.98 billion in the previous year[8] Cash Flow and Financing - As of March 31, 2024, cash and bank balances were approximately RMB 184.4 million, down from RMB 434.6 million as of March 31, 2023[3] - The group had bank loans of approximately RMB 532.0 million as of March 31, 2024, compared to RMB 455.4 million as of March 31, 2023, indicating an increase of 17%[3] - The total bank loans increased to RMB 531.9 million in fiscal year 2024 from RMB 455.4 million in the previous year, indicating a rise of 16.7%[36] - Financing costs increased to approximately RMB 11.5 million in FY2024 from approximately RMB 0.8 million in FY2023, primarily due to higher interest expenses on bank loans[48] Revenue Sources - Revenue from the sale of properties held for sale was RMB 831.8 million, a significant increase of 358% from RMB 181.5 million in the previous year[42] - Total revenue from external customers for property development in 2024 reached RMB 878,902,000, a significant increase from RMB 231,076,000 in 2023, representing a growth of 280%[19] - CMC-related service revenue decreased to RMB 1.7 million from RMB 9.4 million, reflecting a decline of 82.5%[40] - The average selling price of residential properties decreased by 8.5% to RMB 7,470 per square meter, while the total revenue from residential properties increased by 568% to RMB 798.8 million[42] Expenses and Costs - Sales cost increased from approximately RMB 149.9 million in FY2023 to approximately RMB 595.6 million in FY2024, resulting in a decrease in gross margin from 39.4% to 33.2%[43] - Other income turned from a net gain of approximately RMB 27.8 million in FY2023 to a net loss of approximately RMB 25.2 million in FY2024, primarily due to fair value losses on investment properties[44] - Selling and distribution expenses rose from approximately RMB 19.0 million in FY2023 to approximately RMB 46.0 million in FY2024, mainly due to increased marketing expenses for Han Gang • Guanlan[46] - Management expenses decreased from approximately RMB 72.3 million in FY2023 to approximately RMB 68.6 million in FY2024, attributed to reductions in employee costs and utility expenses[47] Dividends and Shareholder Returns - The group did not recommend the payment of a final dividend for the fiscal year 2024, consistent with the previous fiscal year[3] - The board has decided not to recommend a final dividend for the fiscal year 2024, compared to no dividend in fiscal year 2023[83] Strategic Focus and Future Outlook - The group plans to actively seek mutually beneficial projects to expand its business footprint and enhance profitability and market influence[79] - The group will continue to focus on real estate as the main business while actively developing dental specialty and commercial management businesses, aiming for diversified development and steady growth[82] - The group has actively developed related "Big Health" businesses this year to mitigate operational risks and seek new growth opportunities, with the dental specialty business showing strong growth and expected to become a stable pillar for future development[81] - The group will closely monitor the implementation of supportive government policies aimed at stimulating the real estate market[77] Governance and Management - The board of directors consists of eight members, including four executive directors led by Mr. Wang Linbing as Chairman and CEO[100] - The group maintains a prudent financial policy to monitor liquidity ratios and ensure sufficient cash flow to meet operational needs[67] - The company has maintained a prudent and flexible financial policy to ensure long-term healthy development and create long-term investment value for shareholders[82] Market Conditions and Risks - The "Big Health" sector has been significantly impacted by ongoing political tensions between China and the U.S., leading to increased uncertainty in the development of high-tech and biotechnology fields[81] - The group emphasizes that forward-looking statements regarding business and performance objectives do not guarantee future results and may differ significantly due to various factors[97] Other Financial Metrics - The capital expenditure for property, plant, and equipment in 2024 was RMB 15,222,000, compared to RMB 7,879,000 in 2023, representing an increase of 93%[21] - Employee costs for the fiscal year 2024 reached approximately RMB 47.7 million, consistent with the previous fiscal year[74] - The cumulative pre-sale value of residential units as of June 21, 2024, was RMB 907.7 million, with a pre-sale rate of 98% for the Yichun Hangang project[76] - There were no significant contingent liabilities reported as of March 31, 2024[73]