（於開曼群島註冊成立的有限責任公司） （「本公司」） （股份代號：1780） 獨立非執行董事 董事名單與其角色和職能 本 公 司 董 事（「董 事」）會（「董事會」）成 員 載 列 如 下。 執行董事 金子博 （行政總裁） 非執行董事 王薛儼 （主席） 宋寧寧 RONGZUN INTERNATIONAL HOLDINGS GROUP LIMITED 榮尊國際控股集團有限公司 金 帆 宋嘉桓 姚道華 | | 董事委員會 審核委員會 | | | 薪酬委員會 | | 提名委員會 | | --- | --- | --- | --- | --- | --- | --- | | 董 事 | | | | | | | | 金子博 | – | | | – | 成 | 員 | | 王薛儼 | – | | | – | | – | | 宋寧寧 | – | | | – | | – | | 金 帆 | 成 | 員 | 成 | 員 | | – | | 宋嘉桓 | 成 | 員 | 主 | 席 | 主 | 席 | | 姚道華 | 主 | 席 | 成 | 員 | 成 | 員 | 董事會設立3個委員會。下表提供各董事會成員在這些委員會中所擔任的職 ...

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 43.3 million, a decrease of 59.9% compared to HKD 108.1 million for the same period in 2023[2] - The gross loss margin for the six months ended September 30, 2024, was approximately 9.0%, improved from 17.8% for the same period in 2023[2] - The group's loss before tax for the six months ended September 30, 2024, was approximately HKD 10.5 million, a reduction of 57.9% compared to HKD 25.0 million for the same period in 2023[2] - The basic loss per share for the six months ended September 30, 2024, was approximately HKD 1.69, down from HKD 4.03 for the same period in 2023[2] - Total revenue for the six months ended September 30, 2024, was HKD 43,338,000, down 59.9% from HKD 108,056,000 for the same period in 2023[19] - The company reported a loss before tax of HKD 10,491,000 for the six months ended September 30, 2024, compared to a loss of HKD 24,986,000 for the same period in 2023[36] - Gross loss for the six months ended September 30, 2024, was approximately HKD 3.9 million, compared to HKD 19.2 million for the six months ended September 30, 2023, a reduction of about 79.7%[58] - Pre-tax loss decreased from approximately HKD 25.0 million for the six months ended September 30, 2023, to approximately HKD 10.5 million for the six months ended September 30, 2024[62] - Total loss attributable to the company's owners decreased from approximately HKD 25.0 million for the six months ended September 30, 2023, to approximately HKD 10.5 million for the six months ended September 30, 2024[63] Revenue Breakdown - Revenue from renovation and addition engineering services for the six months ended September 30, 2024, was HKD 28,896,000, a decrease of 49.2% compared to HKD 56,844,000 for the same period in 2023[19] - Revenue from civil engineering services for the six months ended September 30, 2024, was HKD 14,442,000, a decrease of 71.8% compared to HKD 51,212,000 for the same period in 2023[19] Dividend and Shareholder Information - The board did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[2] - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, and 2023[34] - As of September 30, 2024, Dr. Kaneko holds 465,000,000 shares, representing 75% ownership in the company through Kyosei Technology Inc.[76] - Kyosei Technology Inc. is controlled by Mr. Yanase and Dr. Kaneko, who own 65.45% and 28.05% of the company, respectively, both holding 465,000,000 shares[79] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 197.3 million, compared to HKD 231.8 million as of March 31, 2024[8] - Current liabilities as of September 30, 2024, were HKD 34.9 million, a decrease from HKD 61.8 million as of March 31, 2024[9] - The net asset value as of September 30, 2024, was HKD 176.6 million, down from HKD 187.1 million as of March 31, 2024[9] - Trade receivables as of September 30, 2024, amounted to HKD 4,441,000, a decrease from HKD 26,285,000 as of March 31, 2024[41] - Trade payables as of September 30, 2024, were HKD 15,666,000, down from HKD 38,527,000 as of March 31, 2024[47] Expenses - The group’s administrative expenses for the six months ended September 30, 2024, were approximately HKD 7.97 million, an increase from HKD 6.71 million for the same period in 2023[4] - Employee costs, including directors' remuneration, amounted to HKD 11,923,000 for the six months ended September 30, 2024, compared to HKD 12,448,000 for the same period in 2023[31] - Total employee costs for the six months ended September 30, 2024, were approximately HKD 11.9 million, compared to HKD 12.4 million for the corresponding six months ended September 30, 2023, reflecting a decrease of about 4.0%[72] Compliance and Governance - The company has adopted the corporate governance code and has complied with all relevant provisions as of September 30, 2024[81] - The roles of the chairman and CEO were held by Dr. Kaneko until September 24, 2024, with measures in place to ensure a balance of power within the board[83] - The company confirmed compliance with the standards of the securities trading code as of September 30, 2024[84] - The audit committee, consisting of three independent non-executive directors, has reviewed and approved the interim financial results for the six months ended September 30, 2024[96] Future Outlook - The company remains cautiously optimistic about the prospects of the Hong Kong construction industry, focusing on expanding its business network and diversifying its customer base[54] Share Options - The company has adopted a share option plan to incentivize selected participants for their contributions to the group's long-term development and profitability[85] - The maximum number of shares that may be issued upon the exercise of all unexercised share options granted under the plan shall not exceed 10% of the company's issued ordinary share capital[87] - Any grant of share options to major shareholders or independent non-executive directors exceeding 0.1% of the company's ordinary shares or valued over HKD 5,000,000 requires prior approval at a shareholders' meeting[87] - The share options granted must be accepted within seven days from the offer date, with a payment of HKD 1 per option for acceptance[88] Other Information - The company has not purchased, sold, or redeemed any of its listed securities as of September 30, 2024[89] - The company has maintained the minimum public float required under the listing rules as of the announcement date[93] - There have been no changes in the board of directors except for the resignation of an executive director and the appointment of a new chairman and non-executive director[94] - The company has established a non-competition agreement with former controlling shareholders to avoid any potential competition[91] - The interim financial report for the six months ended September 30, 2024, will be sent to shareholders and made available on the company's website[97]

本 公 司 董 事 會（「董事會」）謹 此 知 會 本 公 司 股 東（「股 東」）及 有 意 投 資 者，根 據 本 公 司 管 理 層 對 本 集 團 截 至 二 零 二 四 年 九 月 三 十 日 止 六 個 月（「報告期間」）未 經 審 核 綜 合 管 理 賬 目 的 初 步 評 估 及 董 事 會 現 時 可 得 資 料，與 截 至 二 零 二 三 年 九 月 三 十 日止六個月錄得約25,000,000港 元 的 淨 虧 損 相 比，預 期 本 集 團 於 報 告 期 間 將 錄 得 不多於12,000,000港 元 的 淨 虧 損。根 據 最 新 可 得 資 料，報 告 期 間 的 預 期 淨 虧 損 主 要由於(i)本集團的預期虧損總額不超過4,000,000港 元；及(ii)本集團的行政開支 不超過8,000,000港元。 由 於 本 公 司 仍 在 落 實 本 集 團 報 告 期 間 的 未 經 審 核 綜 合 中 期 業 績（「中期業績」）， 故本公告所載資料乃根據對本集團最新綜合管理賬目的初步評估及董事會現時 可 得 資 料。該 等 資 料 尚 未 經 獨 立 核 數 師 或 本 公 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 對 因 本 公 告 全 部 或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 RONGZUN INTERNATIONAL HOLDINGS GROUP LIMITED 榮尊國際控股集團有限公司 （於開曼群島註冊成立的有限責任公司） （股份代號：1780） 執行董事兼行政總裁 金子博博士 香港，二零二四年十一月十五日 於本公告日期，董事會成員包括執行董事金子博博士；非執行董事王薛儼先生； 及獨立非執行董事金帆先生、宋嘉桓先生及姚道華先生。 董事會會議通告 榮 尊 國 際 控 股 集 團 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，本 公 司 董 事 會 會 議 將 於 二 零 二 四 年 十 一 月 二 十 九 日 舉 行，藉 以（其 中 包 括）考 慮 及 批 准 本 集 團 截 至 二 零 二 四 年 九 月 三 十 日 止 六 個 月 的 ...

風險管理 榮尊國際控股集團有限公司 / 年報 2024 50 社 會 – 僱傭及勞工常規 本 集 團 視 僱 員 為 業 務 之 珍 貴 資 產，與 僱 員 維 持 良 好 關 係 至 關 重 要。為 此，本 集 團 不 斷 檢 討 其 人 力 資 源（「人力資源」）管 理 系 統，以 確 保 為 其 僱 員 提 供 公 平 及 安 全 的 工 作 環 境。 為確保僱員了解本集團的僱傭條款及人力資源政策，本集團根據香港適用的勞工法與個別僱員單 獨 簽 訂 的 勞 工 合 約，當 中 規 定（其 中 包 括）工 作 時 間、休 假 權 利、薪 金 及 其 他 福 利 及 待 遇。此 外，員 工手冊亦規定僱員須遵守的內部規則，亦載有可能導致解僱的不當行為清單。 於 二 零 二 四 年 三 月 三 十 一 日，本 集 團 僱 用49名（二 零 二 三 年：49名）全 職 僱 員，流 失 率 為67%（二零 二三年：26%）。於報告期間，共有34名（二零二三年：14名）僱員離開本集團，當中65%（二零二三年： 79%）為 初 級 員 工。 於二零二四年三月三十一日，本集團手頭上有6份合約（包括在建工程合約及尚未展開工 ...

4. 分部資料 – 7 – 7. 倘該研發公司未能於收購日期起10個 月 內（「認沽期權到期日」）取 得 指 定 牌 照，賣 方 亦 在 股 權轉讓協議中保證買方有權可按原代價13百 萬 港 元 將 票 據 售 回 予 賣 方（「認沽期權」）。於 二 零二四年三月二十日，賣方與買方訂立補充協議，進一步將認沽期權到期日延長至二零二 五年十二月三十一日。認沽期權為獨立於指定為按公平值計入其他全面收益的股本工具的 另 一 項 工 具，並 作 為 按 公 平 值 計 入 損 益 的 衍 生 金 融 工 具 入 賬。本 公 司 董 事 認 為，衍 生 金 融 工具於收購日期及於二零二四年三月三十一日的公平值並不重大，因為預期不會觸發認沽 期權功能。 | --- | --- | --- | --- | |---------------|---------|--------------|--------------| | | | 於 | 於 | | | | 二零二四年 | 二零二三年 | | | 附 註 | 三月三十一日 | 三月三十一日 | | 流動比率 | 1 | 3.7 倍 | 3.4 倍 | | 總資產回報率 | ...

Financial Performance - The company reported a pre-tax loss of HKD 12,448,000 for the six months ended September 30, 2023, compared to HKD 11,813,000 for the same period in 2022, indicating an increase of approximately 5.4% in losses year-over-year[9]. - The pre-tax profit decreased from approximately HKD 8.8 million to a loss of about HKD 25.0 million, primarily due to the reduction in gross profit[29]. - The group reported a pre-tax loss of HKD 24,986,000 for the six months ended September 30, 2023, compared to a profit of HKD 8,820,000 in the same period of the previous year[50]. - The group reported a total comprehensive income of HKD 8,820,000 for the six months ended September 30, 2023[60]. Revenue and Costs - Revenue increased from approximately HKD 98.1 million for the six months ended September 30, 2022, to approximately HKD 108.1 million for the six months ended September 30, 2023, representing a growth of about 10.1%[20]. - Direct costs rose from approximately HKD 85.4 million to approximately HKD 127.3 million, an increase of about 49.1%, primarily due to unexpected complexities in projects and additional subcontracting costs[21]. - The group incurred a gross loss of HKD 19,219,000 for the six months ended September 30, 2023, compared to a gross profit of HKD 12,776,000 in the previous year[50]. - The gross profit margin for the renovation and extension engineering segment decreased from approximately 13.4% to about 4.3%[23]. - The gross profit margin for the civil engineering segment decreased from a profit of approximately 14.7% to a loss of about 43.2%[26]. - Administrative expenses increased from approximately HKD 6.0 million to approximately HKD 6.7 million, mainly due to higher remuneration expenses[28]. Employee Costs - Employee costs, including director remuneration, amounted to HKD 12,448,000, which is an increase of 5.4% from HKD 11,813,000 in the previous year[9]. - Total employee costs for the six months ended September 30, 2023, amounted to approximately HKD 12,400,000, an increase from HKD 11,800,000 for the same period in 2022, reflecting a growth of about 5.08%[44]. - The group’s short-term benefits for key management personnel increased to HKD 2,981,000 for the six months ended September 30, 2023, compared to HKD 2,652,000 for the same period last year, representing a growth of about 12%[108]. Assets and Liabilities - As of September 30, 2023, the group had cash and cash equivalents totaling approximately HKD 130.6 million[36]. - The net asset value decreased to HKD 171,434,000 as of September 30, 2023, from HKD 196,420,000 as of March 31, 2023, indicating a decline of approximately 12.7%[52]. - Trade receivables as of September 30, 2023, were HKD 34,800,000, compared to HKD 18,827,000 as of March 31, 2023, indicating a significant increase in receivables[82]. - Trade payables increased to HKD 55,995,000 as of September 30, 2023, compared to HKD 42,329,000 as of March 31, 2023, reflecting a growth of about 32%[95]. - The aging analysis of trade payables shows that payables aged 1 to 30 days rose significantly to HKD 48,582,000 from HKD 21,621,000, indicating a substantial increase of approximately 125%[96]. Corporate Governance - The company is committed to achieving high standards of corporate governance to protect shareholder interests and enhance corporate value[124]. - The company has adopted the Corporate Governance Code and has complied with its principles and relevant provisions as of September 30, 2023[125]. - The audit committee consists of three independent non-executive directors, ensuring adherence to corporate governance standards[138]. Regulatory Compliance - The company confirmed compliance with the standard code of conduct for securities trading by all directors as of September 30, 2023[126]. - The company has maintained the minimum public float requirement of 25% as of November 17, 2023, after a sale of 2,500 shares[131]. - The company has applied for a temporary exemption from strict compliance with the public float requirements due to a shortfall in public holdings, which was granted until November 24, 2023[130]. Business Operations - The company focuses on renovation, extension works, and civil engineering, with its main operating subsidiaries specializing in these areas[17]. - The company operates primarily through three subsidiaries, focusing on renovation, extension works, and civil engineering services in Hong Kong[65]. - The company has not made any acquisitions of property, plant, and equipment during the reporting period, compared to HKD 307,000 in the same period last year[81]. Shareholder Information - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2023, consistent with the previous year[73]. - As of September 30, 2023, Kyosei Technology Inc. holds a beneficial interest of 465,000,000 shares, representing 75% ownership[115]. - The total number of shares available for issuance under the stock option plan is 62,000,000, equivalent to 10% of the company's total issued share capital[122].

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) For the six months ended September 30, 2023, the Group's revenue increased by 10.2% year-on-year to HKD 108.1 million, but gross profit turned into a gross loss with a gross loss margin of 17.8%, resulting in a pre-tax loss of approximately HKD 25 million and basic loss per share of 4.03 HK cents, with no interim dividend recommended Summary of 2023 Interim Results | Metric | For the six months ended Sep 30, 2023 | For the six months ended Sep 30, 2022 | | :--- | :--- | :--- | | **Revenue** | Approx. HKD 108.1 million | Approx. HKD 98.1 million | | **Gross (Loss) / Profit** | Gross loss approx. HKD 19.2 million (Gross loss margin 17.8%) | Gross profit approx. HKD 12.8 million (Gross profit margin 13.0%) | | **(Loss) / Profit Before Tax** | Loss approx. HKD 25 million | Profit approx. HKD 8.8 million | | **(Loss) / Profit for the Period** | Loss approx. HKD 25 million | Profit approx. HKD 8.8 million | | **Basic (Loss) / Earnings Per Share** | Loss 4.03 HK cents | Profit 1.42 HK cents | | **Interim Dividend** | Not paid | Nil | [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) During the reporting period, the company recorded revenue of HKD 108 million, a 10.1% year-on-year increase, but direct costs surged by 49.1% to HKD 127 million, turning a gross profit of HKD 12.78 million into a gross loss of HKD 19.22 million, ultimately resulting in a loss of HKD 24.99 million for the period, compared to a profit of HKD 8.82 million in the prior year Key Items from Consolidated Statement of Profit or Loss | Item (HKD '000) | 2023 H1 (Unaudited) | 2022 H1 (Unaudited) | | :--- | :--- | :--- | | Revenue | 108,056 | 98,131 | | Direct Costs | (127,275) | (85,355) | | **Gross (Loss) / Profit** | **(19,219)** | **12,776** | | Administrative Expenses | (6,706) | (6,030) | | **(Loss) / Profit Before Tax** | **(24,986)** | **8,820** | | **(Loss) / Profit for the Period** | **(24,986)** | **8,820** | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2023, the Group's total assets were HKD 261 million, total liabilities HKD 90 million, and net assets HKD 171 million, a decrease from HKD 196 million as of March 31, 2023, with net current assets declining from HKD 170 million to HKD 146 million, indicating weakened liquidity Summary of Consolidated Statement of Financial Position | Item (HKD '000) | Sep 30, 2023 (Unaudited) | Mar 31, 2023 (Audited) | | :--- | :--- | :--- | | **Non-current Assets** | 25,890 | 25,990 | | **Current Assets** | 235,196 | 242,148 | | **Current Liabilities** | 89,652 | 71,718 | | **Net Current Assets** | 145,544 | 170,430 | | **Net Assets** | **171,434** | **196,420** | | **Total Equity** | **171,434** | **196,420** | [Notes to the Financial Statements](index=4&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes to the financial statements detail the company's accounting policies, composition, and changes in financial data, highlighting that revenue primarily stems from alteration and addition works and civil engineering, with the civil engineering segment showing significant losses, basic loss per share at 4.03 HK cents, increases in both trade receivables and payables, and post-period events including a change in controlling shareholder and a new performance bond [Revenue and Segment Information](index=5&type=section&id=4.%20Revenue%20and%205.%20Segment%20Information) The Group's total revenue increased by 10.1% year-on-year, with civil engineering services revenue surging by 115.9% to HKD 51.21 million, while alteration and addition works revenue decreased by 23.6% to HKD 56.84 million; segment results show alteration and addition works profit declined by 75.6%, and the civil engineering segment turned from profit to a significant loss of HKD 22.14 million, which is the primary cause of the Group's overall loss Revenue and Results by Segment (HKD '000) | Item | 2023 H1 (Unaudited) | 2022 H1 (Unaudited) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Segment Revenue** | | | | | Alteration and Addition Works | 56,844 | 74,410 | -23.6% | | Civil Engineering | 51,212 | 23,721 | +115.9% | | **Total** | **108,056** | **98,131** | **+10.1%** | | **Segment Results** | | | | | Alteration and Addition Works | 2,439 | 9,989 | -75.6% | | Civil Engineering | (22,144) | 3,490 | N/A (Turned from profit to loss) | | **Total** | **(19,705)** | **13,479** | **N/A (Turned from profit to loss)** | [Dividends](index=8&type=section&id=9.%20Dividends) The Board does not recommend paying any interim dividend for the six months ended September 30, 2023, consistent with the policy for the same period last year - The Board does not recommend paying an interim dividend for the six months ended September 30, 2023, and September 30, 2022[49](index=49&type=chunk) [(Loss) / Earnings Per Share](index=9&type=section&id=10.%20(Loss)%20%2F%20Earnings%20Per%20Share) Due to the company turning from profit to loss, basic earnings per share shifted from a profit of 1.42 HK cents in the prior period to a loss of 4.03 HK cents, while the weighted average number of ordinary shares used for calculation remained unchanged Basic (Loss) / Earnings Per Share Calculation | Item | 2023 H1 (Unaudited) | 2022 H1 (Unaudited) | | :--- | :--- | :--- | | (Loss) / Profit for the Period (HKD '000) | (24,986) | 8,820 | | Weighted Average Number of Ordinary Shares ('000 shares) | 620,000 | 620,000 | | **Basic (Loss) / Earnings Per Share (HK cents)** | **(4.03)** | **1.42** | [Events After Reporting Period](index=11&type=section&id=13.%20Events%20After%20Reporting%20Period) Significant events occurred after the reporting period, including the change in the company's controlling shareholder to Kyosei Technology Inc. on September 11, 2023, which acquired 75% of the company's shares, and the Group obtaining a performance bond of approximately HKD 2.5 million in November 2023 - On September 11, 2023, **Kyosei Technology Inc.** completed the acquisition of **465 million shares** (representing **75%**) of the company, becoming the new controlling shareholder[99](index=99&type=chunk) - In November 2023, the Group obtained a performance bond of approximately **HKD 2.5 million** from a bank to guarantee the fulfillment of its customer contracts[47](index=47&type=chunk) [Management Discussion and Analysis](index=11&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=11&type=section&id=Business%20Review%20and%20Outlook) The Group is a professional alteration and addition works and civil engineering contractor in Hong Kong, primarily serving property asset management companies, developers, and contractors, focusing on private sector projects during the reporting period; management remains cautious about short-term business and financial performance due to intense market competition and anticipated low profitability of new contracts, despite Hong Kong's gradual economic recovery - The company is a professional contractor in Hong Kong engaged in alteration and addition works and civil engineering, holding all necessary licenses[31](index=31&type=chunk) - Management maintains a cautious outlook on short-term business prospects, anticipating intense market competition and lower profitability for new contracts[34](index=34&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) Financial performance significantly deteriorated this period; although revenue grew by 10.1% due to increased construction work, direct costs surged by 49.1% due to design changes, unexpected complexities, and rework on specific projects, causing gross profit to turn negative with a 150.4% decline, ultimately resulting in a pre-tax loss of HKD 25 million compared to a profit of HKD 8.8 million in the prior year - Revenue increased by **10.1%** to **HKD 108.1 million**, primarily due to increased construction works completed during the period[35](index=35&type=chunk) - Direct costs significantly increased by **49.1%** to **HKD 127.3 million**, mainly due to design changes, unexpected complexities, and rework on certain projects in both alteration and addition works and civil engineering segments, leading to substantial increases in subcontracting costs and provisions for onerous contracts[36](index=36&type=chunk) - Gross profit turned into a gross loss of **HKD 19.2 million** from a gross profit of HKD 12.8 million in the prior period, representing a decrease of approximately **150.4%**, primarily due to increased direct costs and a decline in gross profit margins across both business segments[25](index=25&type=chunk) - Profit before tax turned into a loss of **HKD 25 million** from a profit of HKD 8.8 million in the prior period, mainly due to the shift from gross profit to gross loss[30](index=30&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=14&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group primarily relies on internal financial resources for operations, with cash and cash equivalents of approximately HKD 130.6 million at period-end; the company's issued share capital is HKD 6.2 million, comprising 620 million ordinary shares, and a zero gearing ratio indicates no bank borrowings, with minimal foreign exchange risk as all Group business is settled in HKD Cash and Deposit Status (HKD million) | Item | Sep 30, 2023 | Mar 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | 130.6 | 142.9 | | Bank deposits with original maturity over three months | 10.4 | 22.2 | | Restricted bank deposits | 24.2 | 24.2 | - As of September 30, 2023, the Group's gearing ratio was **zero**, consistent with March 31, 2023[96](index=96&type=chunk) - The Group's operations are solely in Hong Kong, with all transactions settled in HKD, leading the Directors to consider foreign exchange risk to be minimal[95](index=95&type=chunk) [Human Resources](index=15&type=section&id=Human%20Resources) As of September 30, 2023, the Group employed 52 full-time staff, a slight increase from 50 in the prior year, with total staff costs for the period amounting to approximately HKD 12.4 million, representing a year-on-year increase of about 5.1% Staff and Remuneration Overview | Item | Sep 30, 2023 | Sep 30, 2022 | | :--- | :--- | :--- | | Number of full-time employees | 52 | 50 | | Total staff costs (for the six months ended Sep 30) | Approx. HKD 12.4 million | Approx. HKD 11.8 million | [Corporate Governance and Other Information](index=16&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Disclosure of Shareholders' Interests](index=16&type=section&id=Disclosure%20of%20Shareholders%27%20Interests) After the reporting period, the company's controlling shareholder changed to Kyosei Technology Inc., which, along with ultimate controlling party Mr. Kenichi Yanase, jointly holds 75% of the company's shares, with no disclosable interests for directors and chief executives in the company's securities - On September 11, 2023, **Kyosei Technology Inc.** completed the acquisition of **465 million shares** (representing **75%**) of the company, becoming the new controlling shareholder[99](index=99&type=chunk) Major Shareholders' Shareholding (as of Sep 30, 2023) | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Kyosei Technology Inc. | Beneficial Interest | 465,000,000 | 75% | | Mr. Kenichi Yanase | Beneficial Interest | 465,000,000 | 75% | [Compliance and Governance](index=17&type=section&id=Compliance%20and%20Governance) The company has adopted and complied with the Corporate Governance Code and the Model Code for Securities Transactions by Directors of Listed Issuers under the Listing Rules; no share options have been granted since the adoption of the share option scheme in 2019, and neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities during the period - The company has consistently complied with the Corporate Governance Code throughout the reporting period and up to the date of this announcement[122](index=122&type=chunk) - Since the adoption of the share option scheme, no share options have been granted, exercised, cancelled, or lapsed under the scheme[125](index=125&type=chunk) - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[126](index=126&type=chunk) [Public Float](index=18&type=section&id=Public%20Float) Following the close of the mandatory cash offer, the company's public float temporarily fell below the minimum 25% requirement, for which the company applied for and obtained a temporary waiver from the Stock Exchange; subsequently, the controlling shareholder sold a small number of shares in the market, restoring the company's minimum 25% public float requirement on November 17, 2023 - After the close of the mandatory cash offer on November 10, 2023, the public float temporarily fell below the **25%** minimum requirement, failing to meet Listing Rules[128](index=128&type=chunk) - As of November 17, 2023, the company has restored the **25%** minimum public float requirement through the controlling shareholder's sale of shares in the market[110](index=110&type=chunk) [Audit Committee](index=19&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, has reviewed and approved the unaudited interim financial results for the period, deeming their preparation compliant with accounting standards and disclosure requirements - The Audit Committee is composed of **three independent non-executive Directors**, with Mr. Yeung Tsz Long as Chairman[130](index=130&type=chunk) - The Audit Committee has reviewed the Group's interim financial results for the six months ended September 30, 2023, and considers that adequate disclosures have been made[135](index=135&type=chunk)

Corporate Governance - The company has received annual independent confirmation from all independent non-executive directors, affirming their independence [2]. - The major shareholders, Mr. Tang and Mr. Lau, each hold 465,000,000 shares, representing 75% ownership [4]. - There were no related party transactions or ongoing related party transactions that required disclosure under the listing rules for the year ended March 31, 2023 [9]. - The company maintains the minimum public float required by listing rules as of March 31, 2023 [21]. - The audit committee has reviewed and approved the audited consolidated financial statements for the year ended March 31, 2023, ensuring compliance with applicable accounting standards and regulations [31]. - The company has adopted a board diversity policy to enhance board efficiency since April 4, 2019 [43]. - As of March 31, 2023, 80.0% of the board members and approximately 76.9% of the total employees are male, indicating a need for improved gender diversity [44]. - The audit committee held three meetings during the fiscal year ending March 31, 2023 [51]. - The company has maintained compliance with the corporate governance code as of March 31, 2023 [63]. - Deloitte Touche Tohmatsu has served as the group's auditor and will be proposed for reappointment at the upcoming annual general meeting [61]. - The company has established a nomination policy to ensure the board possesses the necessary skills, experience, and diversity [45]. - No directors have waived or agreed to waive any remuneration as of March 31, 2023 [57]. - The board is responsible for overseeing all significant matters, including policy formulation and risk management [41]. - The company has established an audit committee in compliance with the listing rules since April 4, 2019 [60]. - The board maintained compliance with listing rules, ensuring at least three independent non-executive directors, all possessing appropriate professional qualifications or expertise in accounting or related financial management [67]. - The company emphasizes the importance of continuous professional development for directors to maintain effective corporate governance and internal control systems [77]. - The board concluded that the group's risk management and internal control systems were effectively implemented [88]. - The audit committee is responsible for reviewing the effectiveness of the company's internal audit activities, internal controls, and risk management systems [79]. - The company has three independent non-executive directors, all of whom are considered independent as of March 31, 2023 [84]. - The company secretary's details are included in the report, ensuring transparency in governance [89]. - The board is responsible for maintaining sufficient resources, employee qualifications, and training programs related to financial reporting functions [88]. Environmental Management - The company has implemented an environmental management system and has been certified to ISO 14001:2015 standards since November 2003 and September 2012 for different operations [19]. - The group has established an integrated management system to minimize and prevent environmental impacts from its operations, products, and services [120]. - The group is committed to continuous improvement in its environmental performance to reduce pollution and environmental impact [120]. - The group has identified 24 key issues for materiality assessment, focusing on operational practices, community investment, and environmental protection [118]. - The board is responsible for the group's environmental, social, and governance (ESG) strategies and reporting [107]. - The company aims to reduce emissions from contract engineering operations by using cleaner fuels and low-emission engines, maintaining emissions at reasonable levels [123]. - The greenhouse gas emission factor for electricity purchased from China Power is 0.3900 kg/kWh, as referenced in the 2022 sustainability report [125]. - In 2023, nitrogen oxide emissions from vehicles were 145,003.87 grams, a decrease from 158,517.58 grams in 2022, representing a reduction of approximately 8.97% [139]. - Sulfur oxide emissions increased slightly to 389.52 grams in 2023 from 365.98 grams in 2022, indicating a rise of about 6.5% [139]. - Particulate matter emissions decreased to 10,334.90 grams in 2023 from 11,903.51 grams in 2022, reflecting a reduction of approximately 13.2% [139]. - The company has prioritized electric and environmentally friendly vehicles over diesel vehicles when purchasing new machinery [123]. - As of March 31, 2023, all 10 regulated machines owned by the company have received exemptions or approvals from the Environmental Protection Department [137]. - Approximately 39% of key issues identified by stakeholders relate to employment and labor practices, while about 22% pertain to operational practices [132]. - The company has not recorded any non-compliance incidents related to environmental issues during the reporting period [135]. - The company is committed to maintaining compliance with various environmental regulations, including the Air Pollution Control Ordinance and Waste Disposal Ordinance [135]. - The group generated approximately 2,300.60 tons of non-hazardous waste during the reporting period, a decrease from 2,380.50 tons in 2022 [141]. - The group aims to reduce energy consumption through on-site monitoring and has implemented measures to encourage employees to turn off unnecessary electrical appliances [143]. - The group reported a total water consumption of 10,487.00 cubic meters for projects, significantly up from 3,008.00 cubic meters in 2022, indicating a density of 5,243.50 cubic meters per project [150]. - Direct emissions from mobile combustion sources amounted to 69.30 tons, an increase from 64.44 tons in the previous year [166]. - The group has obtained a permit from the Environmental Protection Department to discharge industrial wastewater from construction sites in compliance with regulations [144]. - The group has committed to recycling and reusing materials in all new projects to minimize waste generation [141]. - The group utilized energy-efficient appliances and equipment to enhance resource efficiency [145]. - The group has set a goal to maintain reasonable levels of energy consumption while improving construction methods [143]. - The group reported a significant increase in waste sent to public fill reception facilities, from 1,182.90 tons in 2022 to 745.40 tons in the current year [142]. - The group has implemented measures to manage noise pollution during construction activities, including obtaining necessary permits for construction noise [154]. Employee Management and Training - The company employed 52 full-time employees as of March 31, 2023, down from 57 in 2022, with a turnover rate of 26% compared to 19% in the previous year [182]. - The company has established a safety management system certified to OHSAS 18001:2007 standards to ensure a safe working environment for employees and subcontractors [184]. - The company provided various training courses covering safety, emergency procedures, and equipment operation to its employees and subcontractors during the reporting period [187]. - The company is committed to collaborating with suppliers and subcontractors that share similar values and adhere to high ethical standards in business practices [190]. - The company has taken measures to reduce environmental impacts from dust and noise pollution during operations, including the use of water spraying and vehicle cleaning [176]. - The company aims to explore more water-saving measures, such as using high-pressure low-flow nozzles for cleaning [170]. - The company has developed emergency plans to address acute weather events and is closely monitoring weather forecasts to ensure adequate preparation [180]. - The group regularly evaluates suppliers and subcontractors based on price performance, delivery timeliness, order fulfillment, and material quality [191]. Financial Management - The group has recognized deferred tax assets only when there is sufficient taxable profit available to offset the temporary differences, and these assets will be reviewed and reduced if there is no longer sufficient taxable profit to recover them [93]. - Deferred tax assets and liabilities are measured based on the tax rates expected to apply during the period when the assets are realized or the liabilities are settled [93]. - The group assesses the recoverability of deferred tax assets and liabilities based on the expected manner of recovery or settlement at the reporting date [93]. - The group has confirmed that any government grants will be recognized in profit or loss when it is reasonably assured that the conditions attached to the grants will be met [111]. - The company will review its dividend policy periodically and may update it as deemed appropriate and necessary [75]. - The quality management system has been certified to meet ISO 9001 standards, ensuring compliance with customer specifications and requirements [193]. - The group emphasizes the importance of intellectual property protection and adheres strictly to applicable laws and regulations in Hong Kong [198]. - All employees are required to maintain high ethical standards, with a strict prohibition on any form of corruption, bribery, and fraud [200].

B & D Strategic Holdings Limited（「本公司」）於 二 零 一 八 年 四 月 二 十 四 日 根 據 開 曼 群 島 法 例 第 22章 公 司 法（一 九 六 一 年 第3號 法 例，經 綜 合 及 修 訂）於 開 曼 群 島 註 冊 成 立 為 獲 豁 免 公 司 並 於開曼群島登記為有限公司，而其股份已自二零一九年四月三十日起在香港聯合交易所有 限 公 司（「聯交所」）主 板 上 市。其 註 冊 辦 事 處 位 於Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1–1108, Cayman Islands。其主要營業地點位於香港新界葵涌梨木道79號亞洲 貿易中心2803–2803A室。 本集團的最終控股方為鄧永國先生。本公司董事認為，本集團的直接及最終控股公司為峰 勝控股有限公司，一間於英屬處女群島註冊成立的公司。 2. 應 用 新 訂 及 經 修 訂 香 港 財 務 報 告 準 則（「香 港 財 務 報 告 準 則」） 本年度應用經修訂香港財務報告準則對本集團本年度及過往年度的財務狀況以及表現及╱ ...