[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╱ ...

Financial Performance - Revenue decreased from approximately HKD 149.3 million for the six months ended September 30, 2021, to approximately HKD 98.1 million for the six months ended September 30, 2022, representing a decline of about 34.3%[13]. - Gross profit for the six months ended September 30, 2022, was approximately HKD 12.8 million, down from approximately HKD 16.4 million for the same period in 2021, a decrease of about 22.0%[15]. - The company's profit before tax decreased from approximately HKD 9.9 million for the six months ended September 30, 2021, to approximately HKD 8.8 million for the six months ended September 30, 2022, primarily due to a reduction in gross profit[20]. - The total comprehensive income attributable to the owners of the company decreased from approximately HKD 9.9 million for the six months ended September 30, 2021, to approximately HKD 8.8 million for the six months ended September 30, 2022, reflecting the decrease in profit before tax[21]. - The group reported a profit before tax of HKD 8,820,000 for the six months ended September 30, 2022, down from HKD 9,914,000 in the same period of 2021[110]. - The group did not recommend an interim dividend for the six months ended September 30, 2022, compared to an interim dividend of HKD 39,990,000 for the same period in 2021[120]. Revenue Breakdown - Revenue from renovation and extension engineering services for the six months ended September 30, 2022, was HKD 74,410,000, an increase of 55.3% compared to HKD 47,944,000 for the same period in 2021[104]. - Revenue from civil engineering services for the same period was HKD 23,721,000, a decrease of 76.7% from HKD 101,329,000 in the previous year[104]. - Total revenue for the group for the six months ended September 30, 2022, was HKD 98,131,000, down 34.2% from HKD 149,273,000 in the same period of 2021[110]. Costs and Expenses - Direct costs decreased from approximately HKD 132.9 million for the six months ended September 30, 2021, to approximately HKD 85.4 million for the six months ended September 30, 2022, a reduction of about 35.8%[14]. - Administrative expenses remained relatively stable for the six months ended September 30, 2022, compared to the same period in 2021[19]. - The group’s administrative expenses for the period were HKD 6,030,000, contributing to the overall financial performance[110]. - The total employee costs for the six months ended September 30, 2022, were approximately HKD 11.8 million, down from approximately HKD 14.8 million for the corresponding period in 2021[39]. Assets and Liabilities - Total assets increased to HKD 230,980,000 from HKD 219,798,000, representing a growth of approximately 5.35%[46]. - Cash and cash equivalents rose to HKD 147,468,000, compared to HKD 125,752,000, marking an increase of about 17.28%[89]. - Trade receivables and other receivables decreased to HKD 28,558,000 from HKD 30,408,000, a decline of approximately 6.07%[46]. - Current liabilities rose to HKD 56,032,000 from HKD 53,885,000, reflecting an increase of approximately 3.14%[46]. - The group’s total assets as of September 30, 2022, included trade receivables of HKD 20,020,000, a decrease from HKD 24,180,000 as of March 31, 2022[145]. Cash Flow - Net cash generated from operating activities was HKD 21,878,000, compared to a cash outflow of HKD 13,061,000 in the previous period[90]. - The net cash flow from investing activities was a cash outflow of HKD 162,000, compared to an outflow of HKD 19,284,000 in the previous period[90]. Corporate Governance - The company has adopted the corporate governance code as per the listing rules and has complied with it since the six months ending September 30, 2022[192]. - The audit committee, established on April 4, 2019, consists of three independent non-executive directors and has reviewed and approved the interim financial results[198]. - The company is committed to high standards of corporate governance to protect shareholder interests and enhance corporate value[191]. Shareholding and Management - The company has a significant shareholding structure, with Mr. Lau Yong Hang holding 465,000,000 shares, representing 75% of the controlled corporation's equity[172]. - Mr. Tang Wing Kwok holds 69.48% of the issued share capital of the controlling corporation, which in turn holds 52.11% of the company's equity[179]. - The company has a robust governance structure with significant shareholding by key executives, ensuring alignment of interests[178]. Future Plans and Strategies - The company plans to actively participate in bidding for large projects with reasonable returns to maintain competitiveness in the industry[12]. - The company aims to implement effective cost control measures and maintain high-quality construction projects to enhance competitiveness[12]. - The expected timeline for utilizing unspent proceeds is subject to market conditions and may be adjusted accordingly[38].

Financial Performance - Total revenue for the year ended March 31, 2022, was approximately HKD 275.1 million, an increase of about 25.8% compared to the previous year[45] - Profit attributable to owners of the company was approximately HKD 10.1 million for the year ended March 31, 2022[45] - Revenue increased from approximately HKD 218.7 million for the year ended March 31, 2021, to approximately HKD 275.1 million for the year ended March 31, 2022, representing a growth of about 25.8%[53] - Gross profit improved from a loss of approximately HKD 30.6 million to a profit of approximately HKD 22.9 million, a growth of about 174.7%[55] - The total comprehensive income increased from a loss of approximately HKD 39.9 million to a profit of approximately HKD 10.1 million[61] - Direct costs rose from approximately HKD 249.4 million to approximately HKD 252.3 million, an increase of about 1.2%[54] - The current ratio decreased from 4.5 times to 4.1 times[63] - The return on total assets improved from approximately -14.1% to approximately 4.1%[70] - The return on equity increased from approximately -18.1% to approximately 5.3%[71] - The company’s available distributable reserves as of March 31, 2022, were approximately HKD 110.1 million, compared to HKD 110.5 million in 2021[150] Business Strategy - The company is focusing on private sector projects, having shifted its attention away from public sector projects during the fiscal year[50] - The management team emphasizes effective cost control measures to seek larger project opportunities and enhance profitability[50] - The company plans to actively participate in large project tenders and strengthen cost control measures to generate more revenue and reduce direct costs[50] - The company aims to reduce reliance on major clients by undertaking more large-scale projects with other clients, thereby mitigating customer concentration risk[183] - The company is focused on strategic investments and partnerships to support its growth objectives in the competitive market landscape[104] Client and Supplier Relationships - The company has maintained long-term relationships with key clients, suppliers, and subcontractors, which is expected to support its competitive position in the market[45] - The company reported that its major clients accounted for approximately 40.7% and 66.0% of total revenue for the years ending March 31, 2022, and March 31, 2021, respectively[136] - The top five clients collectively contributed about 95.1% and 98.2% of total revenue for the same periods[136] - The largest supplier accounted for approximately 17.0% of total purchases, while the top five suppliers represented about 55.2% of total purchases for the year ending March 31, 2022[179] - The largest customer contributed approximately 40.7% of total revenue, with the top five customers accounting for about 95.1% of total revenue for the year ending March 31, 2022[179] Management and Governance - The company has appointed Mr. Yang as an independent non-executive director on April 4, 2019, who also serves as the chairman of the audit and remuneration committees[103] - Mr. Zhang, appointed as an independent non-executive director on April 4, 2019, has over 16 years of experience in accounting and finance[108] - Mr. Chan, appointed as an independent non-executive director on January 31, 2020, has over 22 years of experience in credit, financing, and taxation[109] - The company has a strategic focus on expanding its market presence and enhancing its financial management capabilities through experienced board members[104] - The board includes members with extensive backgrounds in finance, accounting, and project management, contributing to the company's strategic direction[106] - The company emphasizes the importance of corporate governance through the establishment of various committees, including audit and remuneration[103] - The independent directors bring diverse expertise from various sectors, enhancing the company's decision-making processes[108] - The board's composition reflects a commitment to maintaining high standards of corporate governance and accountability[106] Operational Challenges - The management remains cautious about the construction industry outlook due to ongoing market competition and labor shortages[45] - The company anticipates needing more time to utilize the proceeds for increasing manpower due to challenges in finding suitable candidates[87] - The actual time and costs of project completion may significantly differ from estimates, potentially impacting financial performance[141] - The company has identified significant risks related to client concentration, which may adversely affect its business and financial performance[136] Employee and Compensation - The total employee costs for the year ended March 31, 2022, amounted to approximately HKD 28.2 million, an increase from HKD 27.2 million in the previous year[90] - The company has established a comprehensive compensation package for employees, including salaries, discretionary bonuses, and other cash benefits to attract and retain skilled workers[180] - The company has maintained competitive compensation and benefits to address the shortage of skilled labor in the local construction industry[180] - The company has a robust annual review system for employee performance, which informs decisions on salary increases, bonuses, and promotions[180] Financial Position - Cash and cash equivalents totaled approximately HKD 125.8 million as of March 31, 2022, compared to approximately HKD 183.5 million as of March 31, 2021[73] - As of March 31, 2022, the company's debt-to-equity ratio remains at zero, consistent with the previous year[78] - The company obtained a performance bond of approximately HKD 24.2 million from a bank as of March 31, 2022, compared to zero in the previous year[79] - The company has not issued any debt securities during the year ended March 31, 2022[145] - The company has not engaged in any borrowing as of March 31, 2022[199] Corporate Actions - The company does not recommend a final dividend for the year ended March 31, 2022, consistent with the previous year[91] - The company has not made any significant investments or acquisitions as of March 31, 2022[82] - The company has not incurred any significant costs related to environmental compliance as of March 31, 2022[186] - There were no significant investments, acquisitions, or disposals of subsidiaries and associates during the fiscal year ending March 31, 2022[194] - The company has not granted any stock options under its stock option plan since its adoption on April 4, 2019[198] - The total number of shares available for issuance under the stock option plan is 62,000,000, representing 10% of the company's total issued share capital[198] - The company has maintained the minimum public float required by listing rules as of March 31, 2022[190] Miscellaneous - The company was incorporated in the Cayman Islands on April 24, 2018, and completed its restructuring on June 19, 2018, in preparation for its listing[125] - The registered office of the company is located in Hong Kong, with its main business operations situated at Asia Trade Centre, 79 Lei Muk Road, Kwai Chung, New Territories, Hong Kong[126] - The company received financial support from a controlling shareholder, which included a personal guarantee from the executive director, ensuring compliance with regulatory requirements[173][174] - The company has not engaged in any related party transactions that required disclosure under the listing rules[172] - The company’s financial support from the controlling shareholder was deemed to be on normal commercial terms, aligning with the interests of shareholders[177]

B & D Strategic Holdings Limited (於開曼群島註冊成立的有限責任公司) 股份代號：1780 中 期 報 告 021 目 錄 公司資料 2 管理層討論與分析 5 簡明綜合損益及其他全面收益表 11 簡明綜合財務狀況表 12 簡明綜合權益變動表 13 簡明綜合現金流量表 14 簡明綜合財務報表附註 15 其他資料 30 公司資料 董事會 執行董事 鄧永國先生(主席) 勞永亨先生(副主席兼行政總裁) 獨立非執行董事 楊子朗先生 張錠堅先生 陳沛恒先生 審核委員會 楊子朗先生(主席) 張綜堅先生 陳沛恒先生 薪酬委員會 楊子朗先生(主席) 勞永亨先生 陳沛恒先生 提名委員會 鄧永國先生(主席) 張綜堅先生 陳沛恒先生 公司秘書 楊嘉俊先生 授權代表 鄧永國先生 楊嘉俊先生 中 期 報 告 2 0 21 ／ 02 公司資料 有關香港法律的法律顧問 関曼群島註冊辦事處 Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands 總部及香港主要營業地點 香港 新界 葵涌 梨木道79號 亞洲貿易 ...

B & D Strategic Holdings Limited (於開曼群島註冊成立的有限責任公司) 股份代號：1780 年 報 2021 目錄 公司資料2 主席報告4 管理層討論與分析5 董事及高級管理層的履歷詳情 11 董事會報告 16 企業管治報告 28 環境、社會及管治報告 38 獨立核數師報告 55 綜合損益及其他全面收益表 60 綜合財務狀況表 61 綜合權益變動表 62 綜合現金流量表 63 綜合財務報表附註 65 財務概要 114 公司資料 董事會 總部及香港主要營業地點 執行董事 香港 鄧永國先生(主席) 新界 勞永亨先生(副主席兼行政總裁) 葵涌 梨木道 79號 獨立非執行董事 亞洲貿易中心 2803–2803A 室 楊子朗先生 合規顧問 張錠堅先生 均富融資有限公司 陳沛恒先生 香港 審核委員會 金鐘夏恳道18號 楊子朗先生(主席) 海富中心 張錠堅先生 1 座 27樓 2701 室 陳沛恒先生 有關香港法律的法律顧問 薪酬委員會 楊永安·鄭文森律師事務所 楊子朗先生(主席) 香港 勞永亨先生 德輔道中 188 號 陳沛恒先生 金龍中心 12 樓 1201–2A 室 提名委員會 開曼群 ...

B & D Strategic Holdings Limited (於開曼群島註冊成立的有限責任公司) 股份代號 : 1780 中 期 報 告 207 目錄 公司資料2 簡明綜合損益及其他全面收益表11 簡明綜合財務狀況表12 簡明綜合權益變動表13 簡明綜合現金流量表14 簡明綜合財務報表附註15 其他資料29 其他資料 管理層討論與分析5 29 公司資料 . . . . . . . . . . 董事會 執行董事 鄧永國先生(主席) 勞永亨先生(副主席兼行政總裁) 獨立非執行董事 楊子朗先生 張錠堅先生 陳沛恒先生 審核委員會 楊子朗先生(主席) 張綜堅先生 陳沛恒先生 薪酬委員會 楊子朗先生(主席) 勞永亨先生 陳沛恒先生 提名委員會 鄧永國先生(主席) 張綜堅先生 陳沛恒先生 公司秘書 戚偉珍女士 授權代表 鄧永國先生 戚偉珍女士 中 期 報 告 2 0 2 0 公司資料 有關香港法律的法律顧問 関曼群島註冊辦事處 PO Box 1350 Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands 總部及香港主要營業地點 香港 新界 ...

B & D Strategic Holdings Limited (於開曼群島註冊成立的有限責任公司) 股份代號：1780 目錄 公司資料2 主席報告4 管理層討論與分析5 董事及高級管理層的履歷詳情 11 董事會報告 16 企業管治報告 28 環境、社會及管治報告 38 獨立核數師報告 53 綜合損益及其他全面收益表 58 綜合財務狀況表 59 綜合權益變動表 60 綜合現金流量表 61 綜合財務報表附註 63 財務概要 110 財務概要 110 公司資料 董事會 開曼群島註冊辦事處 執行董事 PO Box 1350 鄧永國先生(主席) Clifton House 勞永亨先生(副主席兼行政總裁) 75 Fort Street Grand Cayman KY1-1108 獨立非執行董事 Cayman Islands 楊子朗先生 總部及香港主要營業地點 姚俊榮先生(前稱姚家焯先生) (於二零二零年一月三十一日辭任) 香港 張錠堅先生 新界 陳沛恒先生(於二零二零年一月三十一日獲委任) 葵涌 梨木道 79號 審核委員會 亞洲貿易中心 2803–2803A 室 楊子朗先生(主席) 合規顧問 姚俊榮先生(前稱姚家焯先 ...

B & D Strategic Holdings Limited Stock Code : 1780 (Incorporated in the Cayman Islands with limited liability) Interim Report 2019 股份代號 : 1780 (於開曼群島註冊成立的有限責任公司) 中期報 告 2019 公司資料2 目 錄 簡明綜合損益及其他全面收益表 11 簡明綜合財務狀況表 12 簡明綜合權益變動表 13 簡明綜合現金流量表 14 簡明綜合財務報表附註 15 其他資料 37 其他資料 37 管理層討論與分析5 公司資料 董事曾 執行董事 鄧永國先生(主席) 勞永亨先生(副主席兼行政總裁) 獨立非執行董事 楊子朗先生 姚俊舜先生 張錠堅先生 審核委員會 楊子朗先生(主席) 姚俊舜先生 張錠堅先生 薪酬委員會 楊子朗先生(主席) 勞永亨先生 姚俊桑先生 提名委員會 鄧永國先生(主席) 姚俊桑先生 張錠堅先生 公司秘書 李婉珊女士 授權代表 鄧永國先生 李婉珊女士 関曼群島註冊辦事處 PO Box 1350 Clifton House 75 Fort Street Gra ...