ENVISION GREENWISE HOLDINGS LIMITED 晉 景 新 能 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） （Stock Code 股份代號：1783） NOTIFICATION LETTER 通知信函 Dear Non-Registered Shareholders, Envision Greenwise Holdings Limited (the "Company") – Notice of publication of Interim Report 2024/25 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.evsgreenwise.com and the w ...

Financial Performance - For the six months ended September 30, 2024, the group recorded revenue of approximately HKD 248.2 million, an increase of about HKD 10.7 million or 4.5% compared to HKD 237.5 million for the same period in 2023[3]. - Gross profit for the same period was approximately HKD 44.4 million, a significant increase of about HKD 33.9 million or 323.9% from HKD 10.5 million in the prior year, resulting in a gross margin of approximately 17.9%[3]. - The company reported a loss attributable to owners of approximately HKD 26.6 million for the six months ended September 30, 2024, compared to a loss of HKD 23.1 million for the same period in 2023[3]. - Adjusted EBITDA turned from a loss of approximately HKD 13.8 million in the previous year to a profit of approximately HKD 15.9 million for the current period[3]. - Basic and diluted loss per share was approximately HKD 2.12, compared to HKD 2.04 for the same period in 2023[3]. - The group reported a loss before tax of HKD 24,334,000 for the six months ended September 30, 2024, compared to a loss of HKD 23,263,000 in the same period of 2023[25]. - The company recorded a loss attributable to owners of approximately HKD 26.6 million for the six months ending September 30, 2024, an increase of about HKD 3.5 million compared to a loss of approximately HKD 23.1 million for the same period in 2023[85]. Revenue Breakdown - Revenue from the upper structure construction and renovation services was HKD 90,733,000, down 47.2% from HKD 171,430,000 in the previous year[31]. - Revenue from reverse supply chain management and environmental services increased significantly to HKD 157,443,000, up 138.0% from HKD 66,090,000 in the previous year[31]. - The group recognized revenue of HKD 148,698,000 at a point in time and HKD 99,478,000 over time for the six months ended September 30, 2024[32]. - Revenue from reverse supply chain management and environmental services increased by approximately HKD 91.4 million, while revenue from superstructure construction and renovation services decreased by approximately HKD 80.7 million[80]. Assets and Liabilities - Current assets as of September 30, 2024, included cash and cash equivalents of HKD 111.2 million, an increase from HKD 49.9 million in the previous year[12]. - Current liabilities decreased to HKD 393.96 million from HKD 583.45 million in the previous year, indicating improved liquidity[13]. - Total assets decreased to HKD 555.66 million from HKD 665.72 million, reflecting a reduction in overall asset base[12]. - The company’s total assets decreased to HKD 363,933,000 as of September 30, 2024, from HKD 433,191,000 as of March 31, 2024, representing a decline of 16%[54]. - Trade payables as of September 30, 2024, amount to HKD 59,405,000, a decrease from HKD 124,684,000 as of March 31, 2024[59]. Expenses - Employee benefits expenses, including director remuneration, increased significantly to HKD 20,711,000 from HKD 13,635,000, marking a rise of 52%[38]. - The cost of inventory recognized as an expense surged to HKD 54,727,000, compared to HKD 14,142,000 in the previous year, indicating a substantial increase of 287%[38]. - Operating expenses totaled approximately HKD 73.9 million for the six months ending September 30, 2024, an increase of about HKD 40.3 million or 120.0% compared to approximately HKD 33.6 million for the same period in 2023[84]. Dividends and Share Issuance - The board has resolved not to declare any interim dividend for the six months ended September 30, 2024, consistent with the previous year[3]. - The company issued a total of 19,668,000 new shares at a placement price of HKD 4.2 per share, raising approximately HKD 82,606,000[68]. - The total net proceeds from the subscription amount to approximately HKD 82.48 million, with 50% allocated to the environmental park project and 50% for general working capital[109]. Future Outlook - The company is optimistic about future growth, particularly in reverse supply chain management and environmental services, which began in the fiscal year ending March 31, 2023[77]. - The company plans to explore business opportunities in both superstructure construction and reverse supply chain management to promote future growth[80]. Other Financial Information - The group incurred finance costs of HKD 1,784,000 for the six months ended September 30, 2024, compared to HKD 426,000 in the previous year[36]. - Other income for the period was HKD 7,042,000, significantly higher than HKD 1,593,000 in the same period of 2023[35]. - The total income tax expense for the period was HKD (2,298,000), compared to HKD 139,000 in the previous year, indicating a significant increase in tax expenses[39]. - The company has not recognized any tax provision for the six months ended September 30, 2023, due to no taxable profits being generated during that period[41].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而 產生或因依賴該等內容而引致的任何損失承擔任何責任。 ENVISION GREENWISE HOLDINGS LIMITED 晉景新能控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會（「董 事會」）宣佈，董事會將於2024年11月22日（星期五）舉行董事會會議，藉以（其中包括）批 准本集團截至2024年9月30日止六個月之中期業績公告以供刊發，並考慮建議派發中期股 息（倘有）。 承董事會命 晉景新能控股有限公司 主席兼執行董事 郭晋昇 香港，2024年11月12日 於本公告日期，董事會包括四名執行董事，即郭晋昇先生、鄧志堅先生、詹志豪先生及郭 可兒女士，以及四名獨立非執行董事，即侯穎承先生、余仲良先生、藍章華先生及薛永恒 教授。 晉景新能控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1783） 董事會會議召開日期 ...

Financial Performance - Revenue for the year 2024 was HKD 452,192,000, an increase from HKD 401,352,000 in 2023, representing a growth of approximately 12.5%[14] - The company reported a pre-tax loss of HKD 78,915,000 for 2024, compared to a loss of HKD 38,838,000 in 2023, indicating a deterioration in financial performance[14] - Loss attributable to owners of the company was HKD 78,875,000 in 2024, up from HKD 38,065,000 in 2023, reflecting an increase of 106.5%[14] - The basic and diluted loss per share for 2024 was 6.61 HK cents, compared to 4.01 HK cents in 2023, marking a rise of 64.5%[14] - The gross profit for the year ended March 31, 2024, was approximately HKD 28.0 million, an increase of about HKD 6.6 million or 30.8% compared to HKD 21.4 million for the previous year[23] - The overall gross profit margin increased to approximately 6.2% for the year ended March 31, 2024, up from approximately 5.3% for the previous year[23] - Other income, gains, and losses recorded a profit of approximately HKD 5.4 million, a significant increase of about HKD 8.1 million or 300% compared to a loss of HKD 2.7 million for the previous year[24] - Total operating expenses for the year ended March 31, 2024, were approximately HKD 110.0 million, an increase of about HKD 54.0 million or 96.4% compared to approximately HKD 56.0 million for the year ended March 31, 2023[25] - Adjusted EBITDA for the year ended March 31, 2024, was approximately HKD (40.1) million, an increase from approximately HKD (17.8) million for the year ended March 31, 2023[30] - As of March 31, 2024, the company's cash and cash equivalents were approximately HKD 67.6 million, down from approximately HKD 87.9 million as of March 31, 2023[31] - The current ratio decreased from approximately 1.3 as of March 31, 2023, to approximately 1.1 as of March 31, 2024, primarily due to increases in trade payables and contract liabilities[31] Business Strategy and Development - The company is focusing on developing green infrastructure and energy management solutions, leveraging nearly 40 years of expertise in the industry[15] - Future growth opportunities are anticipated in the green building and new energy vehicle sectors, driven by the global shift towards a low-carbon economy[16] - The company plans to expand its battery energy storage systems and integrate digital energy solutions into building energy management[16] - Collaboration with Zhuhai Ruizhu Construction Technology Co., a subsidiary of Midea Real Estate, aims to provide comprehensive green prefabricated building solutions[16] - The company is committed to enhancing its core competitiveness and customer satisfaction to ensure sustainable growth and profitability[16] - The development of new battery storage systems is underway, with applications in various sectors including commercial, residential, microgrids, and electric vehicle charging stations[16] - The group plans to construct Hong Kong's first power battery processing facility, contributing to local battery recycling and the circular economy in the Greater Bay Area[17] - The group is optimistic about future growth in reverse supply chain management and environmental services, which began generating significant revenue in the second fiscal year[21] - The group aims to leverage government investments of approximately USD 30 billion over the next 15 to 20 years for green transformation initiatives[17] - The group is actively participating in the Hong Kong government's EV charging initiatives and plans to integrate energy storage systems with EV charging solutions[17] - The group is exploring new sustainable business models and growth opportunities globally, focusing on the acceleration of the power battery recycling industry[17] Corporate Governance and Management - The company appointed Mr. Guo Jinsheng as Chairman and Executive Director on January 11, 2023, with over 25 years of experience in the environmental technology and renewable energy sectors[39] - Mr. Zhan Zhihao was appointed as CEO on January 11, 2023, bringing nearly 10 years of experience in the green technology industry[39] - The company has a strong focus on environmental improvement, as evidenced by Ms. Guo receiving the Green Elite Award at the 2021 Hong Kong Environmental Excellence Awards[40] - The company is committed to compliance and governance, with independent directors providing oversight on strategy, policy, and performance[41] - The management team is well-rounded, with members holding advanced degrees and professional qualifications, including chartered financial analyst status[39][40] - The company is actively involved in various industry associations, enhancing its network and influence in the green technology and environmental sectors[40] - The company emphasizes the importance of transparency and accountability in its corporate governance practices[106] - The board of directors includes Mr. Guo as the chairman and Mr. Zhan as the CEO[108] - Independent non-executive directors accounted for over one-third of the board, ensuring strong independent oversight[114] - The company has established effective mechanisms for independent opinions and advice through regular meetings of independent directors[114] Environmental, Social, and Governance (ESG) Initiatives - The company is committed to integrating environmental, social, and governance (ESG) factors into its operations to create sustainable value for stakeholders[154] - The board has established a cross-departmental ESG working group to enhance collaboration and ensure consistent performance aligned with stakeholder expectations[155] - The company has implemented a comprehensive management system that includes ISO 9001, ISO 14001, and ISO 45001 standards to monitor and manage ESG-related risks[154] - The ESG report is prepared in accordance with the Hong Kong Stock Exchange's guidelines, ensuring transparency and adherence to reporting principles[150] - The company aims to continuously improve its internal data collection processes and expand the scope of disclosures in future reports[154] - The board regularly reviews the company's ESG performance and adjusts action plans as necessary to address identified risks and opportunities[155] - The company has set clear short-term and long-term sustainability goals to reduce emissions in compliance with government regulations[155] - The company emphasizes the importance of risk management and internal control systems to address ESG and climate-related risks[155] Employee Relations and Development - The company maintains good relationships with employees, offering competitive compensation packages to attract and retain talent[52] - The company has a structured annual review system to assess employee performance, influencing decisions on salary increases and bonuses[52] - The company recognizes the importance of employee development and growth, regularly assessing current human resources to determine staffing needs[194] - The company ensures all employees are entitled to public holidays and additional leave such as annual leave, maternity leave, and sick leave[195] - Employee turnover rate for the year 2023/2024 is 44%, down from 59% in 2022/2023, indicating improved employee retention[198] - The company employs a total of 45 employees as of March 31, 2024, a decrease from 51 in the previous year[198] - The company has established a health and safety policy to ensure a safe working environment, adhering to ISO 45001:2018 standards[199] - The company provides various benefits to employees, including mandatory contributions to the MPF scheme, medical insurance, and discretionary bonuses[197] Risk Management - The company employs an external independent consulting firm to review the effectiveness of its risk management and internal control systems annually[131] - The risk management system includes a risk register to track identified risks and assess their impact[132] - The company has adopted a continuous risk management approach to identify and evaluate inherent risks affecting its objectives[132] - The board will review the need for an internal audit function at least annually, considering the scale and complexity of the business[131] Shareholder and Capital Management - The company did not recommend any dividend for the year ending March 31, 2024, consistent with the previous year[48] - The company issued a total of 103,650,000 new shares at a capitalization price of HKD 0.40 per share, raising approximately HKD 41.46 million to settle a promissory note[68] - The net proceeds from the March subscription amounted to approximately HKD 18.0 million, intended for electric vehicle charging station infrastructure projects[70] - The net proceeds from the July subscription were approximately HKD 35.91 million, also allocated for electric vehicle charging station infrastructure and energy storage system projects[72] - The company changed its name from "Golden Ponder Holdings Limited" to "Envision Greenwise Holdings Limited" effective October 9, 2023[69] Environmental Impact and Sustainability Goals - The company aims to reduce various emissions by 50% by the fiscal year ending March 31, 2035, compared to the baseline year ending March 31, 2023[169] - The total greenhouse gas emissions intensity was approximately 0.33 tons of CO2 equivalent per million HKD in revenue, a reduction of 37% compared to the baseline year[171] - The company has implemented an environmental management system certified to ISO 14001:2015 standards to mitigate adverse environmental impacts[166] - The company plans to replace traditional gasoline or diesel vehicles with electric vehicles and install charging stations at workplaces[171] - The company has set a target to reduce greenhouse gas emissions intensity by 50% by the fiscal year ending March 31, 2035, compared to the baseline year[171] - The company has taken measures to reduce emissions, including regular vehicle maintenance and using energy-efficient lighting products[171] - The company has not reported any violations of environmental regulations during the reporting period[167] - The company will continue to monitor and record emissions and improve data collection systems for future reporting[169]

Financial Performance - For the fiscal year ending March 31, 2024, the group recorded revenue of approximately HKD 452.2 million, an increase of about HKD 50.8 million or 12.7% compared to HKD 401.4 million for the fiscal year ending March 31, 2023[2]. - The gross profit for the fiscal year ending March 31, 2024, was approximately HKD 28.0 million, up by about HKD 6.6 million or 30.8% from HKD 21.4 million in the previous year, resulting in a gross margin of approximately 6.2%[2]. - The loss attributable to the owners of the company for the fiscal year ending March 31, 2024, was approximately HKD 78.9 million, compared to a loss of HKD 38.1 million for the fiscal year ending March 31, 2023[2]. - Basic and diluted loss per share for the fiscal year ending March 31, 2024, was approximately HKD 6.61, compared to HKD 4.01 for the previous year[5]. - The group reported other income of HKD 5.37 million for the fiscal year ending March 31, 2024, compared to a loss of HKD 2.66 million in the previous year[4]. - The company reported a net loss before tax of HKD 45.372 million for the year ending March 31, 2024[31]. - The adjusted EBITDA loss increased from approximately HKD 17.8 million for the fiscal year ending March 31, 2023, to approximately HKD 40.1 million for the fiscal year ending March 31, 2024[61]. - Operating expenses for the fiscal year ending March 31, 2024, totaled approximately HKD 110.0 million, an increase of about HKD 54.0 million or 96.4% from approximately HKD 56.0 million in the previous year[57]. Revenue Breakdown - The group reported segment revenue from external customers of HKD 452.192 million, with contributions of HKD 223.495 million from upper structure construction services and HKD 228.697 million from reverse supply chain management and environmental services[19]. - Revenue from construction and renovation services was HKD 223.495 million, down 40.1% from HKD 373.132 million in 2023[26]. - Revenue from reverse supply chain management and environmental services surged to HKD 228.697 million, compared to HKD 28.220 million in the previous year[26]. - The increase in total revenue was primarily driven by a rise of approximately HKD 200.5 million in revenue from reverse supply chain management and environmental services, offset by a decrease of approximately HKD 149.7 million in revenue from superstructure construction and renovation services[51]. - The reverse supply chain management and environmental services segment generated revenue of approximately HKD 228.7 million for the fiscal year ending March 31, 2024, compared to HKD 28.2 million for the previous year[53]. Assets and Liabilities - The total assets less current liabilities as of March 31, 2024, amounted to HKD 241.15 million, compared to HKD 197.88 million as of March 31, 2023[7]. - The company's equity attributable to owners increased to HKD 234.01 million in 2024 from HKD 188.46 million in 2023[8]. - As of March 31, 2024, the company had contract liabilities amounting to approximately HKD 393.5 million, which includes trade deposits from new customers for the sale of industrial materials and recycled battery black powder[46]. - Trade receivables increased to HKD 61,161,000 in 2024 from HKD 40,205,000 in 2023, with a provision for losses of HKD 384,000 compared to HKD 2,392,000 in the previous year[41]. - The total amount of trade payables rose to HKD 124,684,000 in 2024 from HKD 49,788,000 in 2023, with accrued contract retention payable at HKD 27,979,000 compared to HKD 22,661,000 in 2023[44]. Share Capital and Dividends - The company has issued a total of 1,255,027,500 shares as of March 31, 2024, with a total issued and paid-up capital of HKD 12,550,000[47]. - The company approved an increase in its authorized share capital from HKD 15 million to HKD 30 million, allowing for the issuance of up to 3 billion shares[47]. - The company did not recommend the payment of a final dividend for the fiscal year ending March 31, 2024, consistent with the previous year[2]. - The company did not declare any dividends for the year 2024, consistent with 2023[34]. Strategic Initiatives - The company has expanded its operations in Hong Kong, focusing on construction and maintenance services, as well as environmental-related services[9]. - The company underwent a name change to Envision Greenwise Holdings Limited effective October 9, 2023, reflecting its strategic focus on green and sustainable initiatives[9]. - The company is engaged in reverse supply chain management, including the recycling of retired electric vehicle batteries, utilizing self-developed technology to redesign batteries into energy storage systems[51]. - The company has secured deposits of approximately HKD 7,939,000 for a 20-year land lease in Hong Kong, reflecting strategic investment in future operations[43]. Governance and Compliance - The group’s financial statements were prepared in accordance with the Hong Kong Financial Reporting Standards, with no significant impact from the application of new and revised standards this year[17]. - The audit committee has reviewed the financial results for the fiscal year ending March 31, 2024, confirming compliance with applicable accounting standards[86]. - The company has adopted corporate governance codes and confirmed compliance with the standards for securities trading by directors[84][85]. - No significant events requiring disclosure have occurred since March 31, 2024, up to the announcement date[82]. Employee and Operational Metrics - The company employed a total of 44 employees as of March 31, 2024, down from 51 employees a year earlier[69]. - As of March 31, 2024, the total salary and related costs for employees amounted to approximately HKD 45.6 million, slightly up from HKD 45.4 million in 2023[69].

Financial Performance - For the six months ended September 30, 2023, the group recorded revenue of approximately HKD 237.5 million, a decrease of about HKD 28.4 million or 10.7% compared to HKD 265.9 million for the same period in 2022[17]. - Gross profit for the same period was approximately HKD 10.5 million, down by about HKD 5.1 million or 32.9% from HKD 15.6 million in the prior year, resulting in a gross margin of approximately 4.4%[17]. - The loss attributable to owners of the company for the six months was approximately HKD 23.1 million, compared to a loss of HKD 5.2 million for the same period in 2022[17]. - Basic and diluted loss per share for the period was approximately HKD 0.0204, compared to HKD 0.0055 for the same period in 2022[17]. - The group reported revenue of HKD 237,520 thousand for the six months ended September 30, 2023, a decrease of 10.6% compared to HKD 265,875 thousand in the same period of 2022[30]. - Gross profit for the same period was HKD 10,475 thousand, down 32.5% from HKD 15,617 thousand year-on-year[30]. - The group incurred a loss of HKD 23,124 thousand for the period, compared to a loss of HKD 5,195 thousand in the previous year, reflecting a significant increase in losses[30]. - Total comprehensive expenses for the period amounted to HKD 24,638,000, up from HKD 8,104,000 in the previous year, indicating a year-over-year increase of approximately 204%[31]. - The company reported a loss of HKD 23,124,000 for the six months ended September 30, 2023, compared to a loss of HKD 5,195,000 for the same period in 2022, representing a significant increase in losses[31]. - The group reported a loss attributable to shareholders of approximately HKD 23,123,000, compared to a loss of HKD 5,165,000 for the same period in 2022, representing a significant increase in loss[57]. Revenue Breakdown - Revenue from structural construction and renovation services was HKD 171,430,000, down 33.5% from HKD 258,039,000 year-on-year[50]. - Revenue from reverse supply chain management and environmental services increased significantly to HKD 66,090,000 from HKD 7,836,000, representing a growth of 742.5%[50]. - Revenue from superstructure construction and renovation services contributed approximately HKD 171.4 million, down from HKD 258.0 million in 2022, while revenue from reverse supply chain management and environmental services increased to approximately HKD 66.0 million from HKD 7.8 million[91][92]. Expenses and Liabilities - Administrative and other expenses rose to HKD 33,603 thousand, up 40.8% from HKD 23,886 thousand in the prior period[30]. - The company incurred depreciation expenses of HKD 2,641,000 for property, plant, and equipment, and HKD 3,834,000 for right-of-use assets, compared to HKD 1,624,000 and HKD 2,090,000 respectively in the previous year, indicating an increase in asset utilization costs[53]. - Employee benefits expenses decreased to HKD 13,635,000 from HKD 24,817,000 year-on-year, reflecting a reduction in workforce costs[53]. - Current liabilities rose to HKD 214,883,000 from HKD 169,686,000, representing an increase of about 27%[33]. Cash Flow and Assets - The net cash used in operating activities for the six months ended September 30, 2023, was HKD (37,743) thousand, compared to HKD (7,657) thousand for the same period in 2022, indicating a significant increase in cash outflow[35]. - Cash flows from investing activities resulted in a net outflow of HKD (11,621) thousand, slightly improved from HKD (12,281) thousand in the previous year[35]. - Financing activities generated cash inflow of HKD 33,674 thousand, a turnaround from a cash outflow of HKD (1,730) thousand in the prior period, primarily due to proceeds from share issuance of HKD 42,963 thousand[35]. - The total cash and cash equivalents decreased by HKD 15,690 thousand, compared to a decrease of HKD 21,668 thousand in the previous year, reflecting improved cash management[35]. - Non-current assets as of September 30, 2023, totaled HKD 141,480,000, a decrease from HKD 145,768,000 as of March 31, 2023[32]. - Current assets increased significantly to HKD 340,855,000 from HKD 221,802,000, reflecting a growth of approximately 54%[32]. Strategic Focus and Development - The group is focused on developing green infrastructure businesses both domestically and internationally, providing integrated smart energy management solutions[20]. - The group aims to capitalize on the global shift towards a low-carbon economy, particularly in green building and new energy vehicle development in Hong Kong[21]. - The group is exploring potential business development and collaboration opportunities to enhance its core competitiveness and customer satisfaction[21]. - The group continues to innovate in areas such as energy-efficient building renovations, electric vehicle charging infrastructure, and new energy storage systems[20]. - The group is actively developing new energy infrastructure projects, including the EHSS and industrial battery storage systems, to support the government's green initiatives[25]. - The group plans to expand its battery storage system solutions to various sectors, including commercial, residential, microgrids, and electric vehicle charging stations[23]. Corporate Governance and Compliance - The company has adopted and complied with the corporate governance code as per the listing rules appendix 14 for the six months ended September 30, 2023[129]. - All directors have adhered to the prescribed trading code for securities transactions as per the listing rules appendix 10 for the six months ended September 30, 2023[130]. - The audit committee, established on July 25, 2018, consists of four independent non-executive directors and is responsible for reviewing financial statements and overseeing external auditors[131]. - The unaudited condensed consolidated financial statements for the six months ended September 30, 2023, have been reviewed and approved by the audit committee, ensuring compliance with applicable accounting standards[132]. Share Capital and Equity - The company issued shares under a placement arrangement, raising HKD 53,897,000 during the period[34]. - The company increased its authorized share capital from HKD 15,000,000 to HKD 30,000,000, allowing for a total of 3,000,000,000 shares at HKD 0.01 each as of September 30, 2023[76]. - As of September 30, 2023, the total issued and fully paid shares amounted to 1,255,027,500, reflecting an increase from 827,487,500 shares on April 1, 2022[76]. - The largest shareholder, Jin Ye International Investment Limited, holds 545,510,000 shares, representing approximately 43.5% of the company's equity[127]. Name Change and Rebranding - The company has undergone a name change from "Golden Ponder Holdings Limited" to "Envision Greenwise Holdings Limited," effective October 9, 2023, reflecting a strategic rebranding effort[36]. - The company’s new English stock abbreviation changed from "Golden Ponder" to "ENVISION GREEN" effective November 16, 2023[115].

Company Information - Envision Greenwise Holdings Limited clarified a typographical error in their interim results announcement, correcting the English stock abbreviation to "ENVISION GREEN" from "EVS Greenwise" [1] - The company is registered in the Cayman Islands and trades under the stock code 1783 [1] - The board of directors includes three executive directors and four independent non-executive directors [1] Announcement Details - The interim results announcement covers the six-month period ending September 30, 2023 [1] - The announcement was made on November 21, 2023, by the chairman and executive director, Guo Jinsheng [1] - The announcement is related to the Hong Kong Stock Exchange and its responsibilities [1] Content and Disclaimers - The company maintains that all other information and content in the interim results announcement remain unchanged [1] - No financial performance metrics or user data were disclosed in the provided content [1] - There is no mention of future outlook, performance guidance, new products, or market expansion strategies in the announcement [1] - The company emphasizes the accuracy and completeness of the announcement while disclaiming responsibility for any losses incurred from reliance on its content [1]

[Financial Summary](index=1&type=section&id=財務摘要) The company reported a 10.7% revenue decrease to HKD 237.5 million and a 32.9% gross profit decline, resulting in a significant increase in loss attributable to owners of the company for the six months ended September 30, 2023 Key Financial Indicators for the Six Months Ended September 30, 2023 | Indicator | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | Change (HKD thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | 237,500 | 265,900 | (28,400) | -10.7% | | Gross Profit | 10,500 | 15,600 | (5,100) | -32.9% | | Gross Margin | 4.4% | 5.9% | -1.5% | - | | Loss Attributable to Owners of the Company | (23,100) | (5,200) | (17,900) | +344.2% | | Basic and Diluted Loss Per Share | (2.04) HK cents | (0.55) HK cents | (1.49) HK cents | +270.9% | | Interim Dividend | Nil | Nil | - | - | [Condensed Consolidated Financial Statements](index=2&type=section&id=簡明綜合財務報表) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=簡明綜合損益及其他全面收益表) For the six months ended September 30, 2023, the company's revenue decreased by 10.7% year-on-year to HKD 237.5 million, gross profit decreased by 32.9% to HKD 10.5 million, leading to a gross margin of 4.4%, and loss attributable to owners of the company significantly expanded to HKD 23.1 million Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 237,520 | 265,875 | | Cost of Services | (227,045) | (250,258) | | Gross Profit | 10,475 | 15,617 | | Other Income, Gains and Losses | 1,593 | 1,557 | | Net Impairment Loss on Trade Receivables and Contract Assets | (1,378) | (671) | | Fair Value Gain on Derivative Financial Liabilities | – | 4,050 | | Share of Profit/(Loss) of an Associate | 76 | (1,286) | | Administrative and Other Expenses | (33,603) | (23,886) | | Finance Costs | (426) | (576) | | Loss Before Income Tax | (23,263) | (5,195) | | Income Tax Credit | 139 | – | | Loss for the Period | (23,124) | (5,195) | | Loss for the Period Attributable to Owners of the Company | (23,123) | (5,165) | | Basic and Diluted Loss Per Share | (2.04) HK cents | (0.55) HK cents | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=簡明綜合財務狀況表) As of September 30, 2023, total assets less current liabilities increased to HKD 267.5 million, and net assets increased to HKD 260.8 million, driven by growth in contract assets and other receivables, with equity increasing due to new share issuance Summary of Condensed Consolidated Statement of Financial Position | Indicator | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 21,938 | 19,316 | | Right-of-use Assets | 10,010 | 13,844 | | Goodwill | 74,691 | 74,691 | | Intangible Assets | 2,240 | 3,455 | | Interests in an Associate | 2,620 | 3,364 | | Equity Instruments at Fair Value Through Other Comprehensive Income | 26,205 | 27,719 | | Deposits and Other Receivables | 2,001 | 1,604 | | Deferred Tax Assets | 1,775 | 1,775 | | **Total Non-current Assets** | **141,480** | **145,768** | | **Current Assets** | | | | Inventories | 90 | 137 | | Trade Receivables | 27,468 | 37,813 | | Deposits, Prepayments and Other Receivables | 42,047 | 20,462 | | Contract Assets | 199,015 | 75,465 | | Pledged Bank Deposits | 17,180 | 17,180 | | Cash and Cash Equivalents | 55,055 | 70,745 | | **Total Current Assets** | **340,855** | **221,802** | | **Current Liabilities** | | | | Trade Payables and Accrued Retention Monies | 124,713 | 72,449 | | Accruals and Other Payables | 83,755 | 41,701 | | Bills Payable | – | 42,937 | | Lease Liabilities | 6,249 | 6,862 | | Amount Due to Ultimate Holding Company | – | 5,670 | | Amount Due to an Associate | 166 | 67 | | **Total Current Liabilities** | **214,883** | **169,686** | | **Net Current Assets** | **125,972** | **52,116** | | **Total Assets Less Current Liabilities** | **267,452** | **197,884** | | **Non-current Liabilities** | | | | Provision for Restoration Costs | 4,000 | 4,000 | | Lease Liabilities | 2,303 | 4,983 | | Deferred Tax Liabilities | 369 | 508 | | **Total Non-current Liabilities** | **6,672** | **9,491** | | **Net Assets** | **260,780** | **188,393** | | **Total Equity** | **260,780** | **188,393** | [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=簡明綜合財務報表附註) [1. General Information](index=6&type=section&id=1.%20一般資料) The company officially changed its name to "Envision Greenwise Holdings Limited" on October 9, 2023, with primary businesses in superstructure building, R&M, A&A works, and reverse supply chain management and environmental services, and Mr. Kwok Chun Sing as the ultimate controlling party - Company's English name changed from "Golden Ponder Holdings Limited" to "Envision Greenwise Holdings Limited", and Chinese name from "金侖控股有限公司" to "晉景新能控股有限公司", effective October 9, 2023[8](index=8&type=chunk) - Principal business activities include providing superstructure building and repair, maintenance, alteration and addition works services, and reverse supply chain management and environmental-related services[8](index=8&type=chunk) - Mr. Kwok Chun Sing became the ultimate controlling party of the Company since the acquisition of controlling shares on January 11, 2023[8](index=8&type=chunk) [2. Basis of Preparation](index=6&type=section&id=2.%20編製基準) The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix 16 to the Listing Rules of The Stock Exchange of Hong Kong Limited - Financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA and Appendix 16 of the HKEX Listing Rules[9](index=9&type=chunk) [3. Principal Accounting Policies](index=7&type=section&id=3.%20主要會計政策) The condensed consolidated financial statements are prepared on a historical cost basis, with initial application of new and revised HKFRSs, including HKFRS 17 "Insurance Contracts" and amendments to HKAS 8 "Definition of Accounting Estimates", and the company is assessing the impact of new HKICPA guidance on the abolition of the MPF offsetting mechanism - Condensed consolidated financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value[11](index=11&type=chunk) - HKFRS 17 and its amendments, along with amendments to HKAS 8 "Definition of Accounting Estimates", were first applied in this interim period, but had no significant impact on financial position and performance[12](index=12&type=chunk)[13](index=13&type=chunk) - The company is assessing the impact of new HKICPA guidance on the abolition of the MPF offsetting mechanism, expected to be applied retrospectively in the annual financial statements for the year ending March 31, 2024[14](index=14&type=chunk) [3.3.1 Application of New and Revised HKFRSs](index=7&type=section&id=3.3.1%20應用新訂及經修訂香港財務報告準則) This interim period saw the first application of HKFRS 17 "Insurance Contracts" (including amendments), which had no significant impact on the company's financial position or performance - HKFRS 17 "Insurance Contracts" (including amendments in October 2020 and February 2022) was first applied in this interim period, with no significant impact on financial position and performance[12](index=12&type=chunk) [3.3.2 Amendments to HKAS 8 "Definition of Accounting Estimates"](index=7&type=section&id=3.3.2%20香港會計準則第8號之修訂「會計估計的定義」) The amendment clarifies the definition of accounting estimates as monetary amounts with measurement uncertainty and distinguishes them from changes in accounting policies or error corrections, with no significant impact on the condensed consolidated financial statements - The amendment defines accounting estimates as "monetary amounts in financial statements that are subject to measurement uncertainty" and clarifies the distinction between changes in accounting estimates, changes in accounting policies, and correction of errors, with no significant impact on the condensed consolidated financial statements[13](index=13&type=chunk) [3.3.3 New Guidance from HKICPA on Accounting Implications of Abolition of MPF Offsetting Mechanism](index=8&type=section&id=3.3.3%20香港會計師公會就取消強積金－長服金對沖機制之會計影響之新指引) The HKSAR Government will abolish the MPF offsetting mechanism on May 1, 2025, and the Group is currently assessing the accounting impact of new HKICPA guidance, which is expected to be applied retrospectively in the annual financial statements for the year ending March 31, 2024 - The HKSAR Government will abolish the MPF offsetting mechanism on May 1, 2025; the Group is assessing the impact of new HKICPA guidance on accounting policies, expected to be applied retrospectively in the annual financial statements for the year ending March 31, 2024[14](index=14&type=chunk) [3.3.4 Share-based Payment Arrangements](index=9&type=section&id=3.3.4%20以股份為基礎的付款安排) Equity-settled share-based payments are measured at fair value on the grant date and expensed over the vesting period, with a corresponding increase in the share-based employee compensation reserve - Equity-settled share-based payments are measured at fair value at the grant date and expensed on a straight-line basis over the vesting period, with a corresponding increase in equity (share-based employee compensation reserve)[15](index=15&type=chunk) [4. Segment Information](index=9&type=section&id=4.%20分部資料) The Group operates in superstructure building, R&M, A&A works, and reverse supply chain management and environmental services; for the six months ended September 30, 2023, superstructure building services revenue decreased while reverse supply chain services revenue grew significantly, but both segments recorded losses - The Group's operating segments are (i) superstructure building and repair, maintenance, alteration and addition works services and (ii) reverse supply chain management and environmental-related services[16](index=16&type=chunk) Segment Revenue and Results (Six Months Ended September 30, 2023) | Segment | Revenue (HKD thousands) | Results (HKD thousands) | | :--- | :--- | :--- | | Superstructure building and repair, maintenance, alteration and addition works services | 171,430 | (1,568) | | Reverse supply chain management and environmental-related services | 66,090 | (3,184) | | **Total** | **237,520** | **(4,752)** | Segment Revenue and Results (Six Months Ended September 30, 2022) | Segment | Revenue (HKD thousands) | Results (HKD thousands) | | :--- | :--- | :--- | | Superstructure building and repair, maintenance, alteration and addition works services | 258,039 | 1,044 | | Reverse supply chain management and environmental-related services | 7,836 | (2,370) | | **Total** | **265,875** | **(1,326)** | [5. Revenue](index=11&type=section&id=5.%20收益) For the six months ended September 30, 2023, total revenue was HKD 237.5 million, a 10.7% year-on-year decrease, with superstructure building services revenue significantly reduced while reverse supply chain management and environmental-related services revenue grew substantially - The Group's principal business activities are providing superstructure building and repair, maintenance, alteration and addition works services, and reverse supply chain management and environmental-related services[20](index=20&type=chunk) Revenue by Business Segment | Business Segment | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Superstructure building and repair, maintenance, alteration and addition works services | 171,430 | 258,039 | | Reverse supply chain management and environmental-related services | 66,090 | 7,836 | | **Total Revenue** | **237,520** | **265,875** | Revenue by Timing of Recognition | Timing of Recognition | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Recognized at a point in time | 54,217 | 2,444 | | Recognized over time | 183,303 | 263,431 | | **Total Revenue** | **237,520** | **265,875** | [6. Other Income, Gains and Losses](index=12&type=section&id=6.%20其他收入、收益及虧損) For the six months ended September 30, 2023, total other income, gains, and losses were approximately HKD 1.6 million, consistent with the prior year, primarily including increased bank interest income, a shift in government grants from "Employment Support Scheme" to R&D cash rebate, and miscellaneous income Analysis of Other Income, Gains and Losses | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Bank interest income | 628 | 151 | | Interest income from a loan to a third party | 33 | – | | Government grants | 381 | 1,424 | | Gain on disposal of property, plant and equipment | 50 | – | | Miscellaneous income | 614 | – | | Net foreign exchange loss | (113) | (18) | | **Total** | **1,593** | **1,557** | - 2023 government grants primarily derived from the R&D cash rebate scheme (**HKD 381 thousand**), while 2022 grants mainly came from the "Employment Support Scheme" (**HKD 1,388 thousand**)[22](index=22&type=chunk) [7. Finance Costs](index=12&type=section&id=7.%20融資成本) For the six months ended September 30, 2023, total finance costs were HKD 426 thousand, a decrease from HKD 576 thousand in the prior year, mainly due to reduced interest expense on bills payable Analysis of Finance Costs | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Interest expense on bills payable | 255 | 443 | | Interest expense on bank borrowings | – | 19 | | Interest expense on lease liabilities | 171 | 114 | | **Total** | **426** | **576** | [8. Loss Before Income Tax](index=13&type=section&id=8.%20除所得稅前虧損) For the six months ended September 30, 2023, loss before income tax was HKD 23.26 million, primarily influenced by increased depreciation and amortization, decreased employee benefit expenses, and changes in inventory costs and impairment provisions Components of Loss Before Income Tax | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,641 | 1,624 | | Depreciation of right-of-use assets | 3,834 | 2,090 | | Amortisation of intangible assets | 1,215 | 655 | | **Total depreciation and amortisation** | **7,690** | **4,369** | | Employee benefit expenses (including directors' emoluments) | 14,142 | 25,306 | | Cost of inventories recognised as expense | 53,584 | 1,473 | | Short-term lease expenses | 35 | 105 | | Impairment loss recognised – trade receivables | 856 | 671 | | Impairment loss recognised – contract assets | 522 | – | | **Total impairment loss recognised** | **1,378** | **671** | [9. Income Tax Credit](index=14&type=section&id=9.%20所得稅抵免) For the six months ended September 30, 2023, the Group recorded an income tax credit of HKD 139 thousand, primarily from deferred tax, with no income tax credit in the prior year due to the absence of taxable profits Analysis of Income Tax Credit | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Deferred tax credited to profit or loss | 139 | – | | **Total income tax credit for the period** | **139** | **–** | - No Hong Kong profits tax provision was made for the six months ended September 30, 2023, as Group entities had no assessable profits subject to Hong Kong profits tax[25](index=25&type=chunk) [10. Dividends](index=14&type=section&id=10.%20股息) The Board of Directors resolved not to declare any interim dividend for the six months ended September 30, 2023, consistent with the prior year - The Directors did not recommend the payment of an interim dividend for the six months ended September 30, 2023 (2022: nil)[26](index=26&type=chunk) [11. Loss Per Share](index=14&type=section&id=11.%20每股虧損) For the six months ended September 30, 2023, basic and diluted loss per share was HK 2.04 cents, a significant increase from HK 0.55 cents in the prior year, primarily due to increased loss attributable to owners of the company and a higher weighted average number of ordinary shares Basis for Loss Per Share Calculation | Item | Six Months Ended September 30, 2023 | Six Months Ended September 30, 2022 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HKD thousands) | (23,123) | (5,165) | | Weighted average number of ordinary shares | 1,132,557,722 | 937,487,500 | | **Basic and diluted loss per share** | **(2.04) HK cents** | **(0.55) HK cents** | - Diluted loss per share was the same as basic loss per share as there were no potential dilutive ordinary shares outstanding for the six months ended September 30, 2023 and 2022[28](index=28&type=chunk) [12. Equity Instruments at Fair Value Through Other Comprehensive Income](index=15&type=section&id=12.%20按公平值計入其他全面收益之股本工具) As of September 30, 2023, total equity instruments at fair value through other comprehensive income amounted to HKD 26.2 million, slightly lower than HKD 27.7 million as of March 31, 2023, primarily comprising Hong Kong listed shares and unlisted investment funds Equity Instruments at Fair Value Through Other Comprehensive Income | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Hong Kong listed shares, at fair value | 13,510 | 14,722 | | Hong Kong unlisted investment funds, at fair value | 12,695 | 12,997 | | **Total** | **26,205** | **27,719** | - Fair value of listed equity investments is measured using market prices from the Stock Exchange (Level 1 input), while unlisted equity investments are measured using the adjusted net asset method (Level 3 input)[30](index=30&type=chunk) [13. Trade Receivables](index=16&type=section&id=13.%20貿易應收款項) As of September 30, 2023, net trade receivables were HKD 27.47 million, a decrease from HKD 37.81 million as of March 31, 2023, with credit terms typically ranging from 30 to 60 days and receivables being non-interest bearing Trade Receivables and Impairment Loss | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables | 30,716 | 40,205 | | Less: impairment loss | (3,248) | (2,392) | | **Net** | **27,468** | **37,813** | - The Group grants an average credit period of **30 days** to contract works customers and **30 to 60 days** to reverse supply chain management and environmental-related services customers[31](index=31&type=chunk) Ageing Analysis of Trade Receivables (Net of Impairment Loss) | Ageing | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 20,817 | 23,260 | | 31 to 90 days | 622 | 5,869 | | 91 to 120 days | 3,732 | 7,044 | | 121 to 365 days | 1,938 | 571 | | Over 1 year but less than 2 years | 359 | 1,069 | | **Total** | **27,468** | **37,813** | [14. Deposits, Prepayments and Other Receivables](index=17&type=section&id=14.%20按金、預付款項及其他應收款項) As of September 30, 2023, total deposits, prepayments, and other receivables amounted to HKD 44.05 million, a significant increase from HKD 22.07 million as of March 31, 2023, primarily due to a substantial increase in current other receivables, including advances to a share subscriber and an independent third party Analysis of Deposits, Prepayments and Other Receivables | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | **Non-current** | | | | Deposits | 1,626 | 1,604 | | Other receivables | 375 | – | | **Sub-total** | **2,001** | **1,604** | | **Current** | | | | Deposits | 2,132 | 1,983 | | Prepayments | 15,403 | 15,323 | | Other receivables | 25,192 | 3,836 | | Less: impairment loss | (680) | (680) | | **Sub-total** | **42,047** | **20,462** | | **Total** | **44,048** | **22,066** | - Current other receivables include a balance of **HKD 11,025 thousand** due from a share subscriber (subsequently fully collected on October 4, 2023) and an advance of **HKD 7,988 thousand** to an independent third party (interest-bearing at **10% per annum**)[33](index=33&type=chunk) [15. Trade Payables and Accrued Retention Monies](index=18&type=section&id=15.%20貿易應付款項及應付工程累積保證金) As of September 30, 2023, total trade payables and accrued retention monies amounted to HKD 124.71 million, a significant increase from HKD 72.45 million as of March 31, 2023, primarily due to a substantial increase in trade payables Analysis of Trade Payables and Accrued Retention Monies | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 94,537 | 49,788 | | Accrued retention monies | 30,176 | 22,661 | | **Total** | **124,713** | **72,449** | Ageing Analysis of Trade Payables | Ageing | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 79,565 | 23,665 | | 31 to 90 days | 11,197 | 14,933 | | 91 to 120 days | – | 2,903 | | 121 to 365 days | 947 | 4,159 | | Over 1 year | 2,828 | 4,128 | | **Total** | **94,537** | **49,788** | [16. Derivative Financial Liabilities](index=18&type=section&id=16.%20衍生金融負債) The company completed the acquisition of a 40% equity interest in Jin Yang on April 29, 2022, and recognized a derivative forward contract, with a gain of HKD 4.05 million arising from changes in the fair value of derivative financial liabilities for the period ended September 30, 2022 - The company completed the acquisition of a **40% equity interest** in Jin Yang International (Hong Kong) Limited on April 29, 2022, and entered into a derivative forward contract[36](index=36&type=chunk) - For the period ended September 30, 2022, a gain of **HKD 4,050 thousand** arose from changes in the fair value of derivative financial liabilities, recognized in the condensed consolidated statement of profit or loss and other comprehensive income[36](index=36&type=chunk) [17. Share Capital](index=19&type=section&id=17.%20股本) As of September 30, 2023, the company's authorized share capital increased from HKD 15 million to HKD 30 million, and issued and fully paid share capital increased to HKD 12.55 million, primarily through new share placements and debt capitalization - On September 28, 2023, the company's authorized share capital increased from **HKD 15,000 thousand** (1,500,000,000 shares) to **HKD 30,000 thousand** (3,000,000,000 shares)[39](index=39&type=chunk) Changes in Issued and Fully Paid Share Capital | Changes | Number of Shares | Amount (HKD thousands) | | :--- | :--- | :--- | | As at April 1, 2023 | 959,487,500 | 9,595 | | Issue of shares (placement) | 191,890,000 | 1,919 | | Issue of shares pursuant to debt capitalization | 103,650,000 | 1,036 | | **As at September 30, 2023** | **1,255,027,500** | **12,550** | - On April 11, 2023, the company placed **45,000,000 new shares** to independent third parties, with net proceeds of approximately **HKD 17,989 thousand**[38](index=38&type=chunk) - On August 1, 2023, the company placed **146,890,000 new shares** to independent third parties, with net proceeds of approximately **HKD 35,908 thousand**[40](index=40&type=chunk) - On May 15, 2023, the company completed debt capitalization, issuing **103,650,000 shares** to the ultimate holding company to settle bills payable of **HKD 41,460 thousand**[40](index=40&type=chunk) [18. Litigation](index=20&type=section&id=18.%20訴訟) As of the reporting period end, the Group was involved in several employee compensation and personal injury claims, but directors deemed the outflow of resources highly improbable, thus no provision was made - The Group is a defendant in several employee compensation claims, lawsuits, potential claims, and personal injury claims[41](index=41&type=chunk) - The Directors believe that the outflow of resources to settle these claims is remote, and therefore no provision has been made for the liabilities arising from these litigations[41](index=41&type=chunk) [19. Acquisition of Subsidiaries](index=20&type=section&id=19.%20收購附屬公司) The Group completed two subsidiary acquisitions in 2022: a 60% equity interest in Jin Yang (consideration of HKD 41.46 million, paid via bills payable) and a 95% equity interest in Cornerstone Energy (consideration of HKD 19.95 million, paid via new share issuance), both resulting in goodwill - The Group completed the acquisition of a **60% equity interest** in Jin Yang on August 8, 2022, with a consideration of **HKD 41,460 thousand** paid by issuing bills payable[42](index=42&type=chunk) - The acquisition of Jin Yang resulted in goodwill of **HKD 53,197 thousand**[44](index=44&type=chunk) - The Group completed the acquisition of a **95% equity interest** in Cornerstone Energy Limited on April 29, 2022, with a consideration of **HKD 19,950 thousand** paid by allotting and issuing **42,000,000 new shares** to the vendor[45](index=45&type=chunk) - The acquisition of Cornerstone Energy resulted in goodwill of **HKD 21,494 thousand**[46](index=46&type=chunk) [3.19.1 Acquisition of Jin Yang](index=20&type=section&id=3.19.1%20收購晋揚) The Group completed the acquisition of a 60% equity interest in Jin Yang on August 8, 2022, for a total consideration of HKD 68.079 million, comprising bills payable and fair value of existing equity, which resulted in goodwill of HKD 53.197 million - The Group completed the acquisition of a **60% equity interest** in Jin Yang on August 8, 2022, with a total consideration of **HKD 68,079 thousand**, comprising **HKD 41,460 thousand** in bills payable and **HKD 26,619 thousand** in fair value of existing equity interest[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - The acquisition of Jin Yang resulted in goodwill of **HKD 53,197 thousand**[44](index=44&type=chunk) [3.19.2 Acquisition of Cornerstone Energy Limited](index=22&type=section&id=3.19.2%20收購基石能源有限公司) The Group completed the acquisition of a 95% equity interest in Cornerstone Energy Limited on April 29, 2022, for a total consideration of HKD 19.95 million, paid by issuing 42,000,000 new shares, which resulted in goodwill of HKD 21.494 million - The Group completed the acquisition of a **95% equity interest** in Cornerstone Energy Limited on April 29, 2022, with a total consideration of **HKD 19,950 thousand** paid by issuing **42,000,000 new shares**[45](index=45&type=chunk)[46](index=46&type=chunk) - The acquisition of Cornerstone Energy resulted in goodwill of **HKD 21,494 thousand**[46](index=46&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=管理層討論與分析) [Business Review](index=23&type=section&id=業務回顧) The Group primarily provides superstructure building, R&M, A&A works, and reverse supply chain management and environmental services in Hong Kong; for the six months ended September 30, 2023, total revenue decreased by 10.7% year-on-year, mainly due to a decline in construction engineering revenue, partially offset by significant growth in reverse supply chain services - The Group's principal businesses are superstructure building and repair, maintenance, alteration and addition works services, and reverse supply chain management and environmental-related services[47](index=47&type=chunk) - For the six months ended September 30, 2023, total revenue was approximately **HKD 237.5 million**, a year-on-year decrease of **10.7%** (2022: HKD 265.9 million)[47](index=47&type=chunk) - The decrease in revenue was primarily due to a reduction of approximately **HKD 86.6 million** in superstructure building and repair, maintenance, alteration and addition works revenue, offset by an increase of approximately **HKD 58.2 million** in reverse supply chain management and environmental-related services revenue[47](index=47&type=chunk) [4.1.1 Superstructure Building and Repair, Maintenance, Alteration and Addition Works Services](index=23&type=section&id=4.1.1%20上層結構建築和修葺、維護、改建及加建工程服務) For the six months ended September 30, 2023, this segment contributed approximately HKD 171.4 million in revenue from 5 superstructure building projects and 1 R&M, A&A project - For the six months ended September 30, 2023, this business segment contributed revenue of approximately **HKD 171.4 million** (2022: approximately HKD 258.0 million), with 5 superstructure building projects and 1 repair, maintenance, alteration and addition project[48](index=48&type=chunk) [4.1.2 Reverse Supply Chain Management and Environmental-related Services](index=23&type=section&id=4.1.2%20逆向供應鏈管理及環保相關服務) For the six months ended September 30, 2023, this business segment generated approximately HKD 66.0 million in revenue, representing significant growth compared to the prior year - For the six months ended September 30, 2023, this business segment generated revenue of approximately **HKD 66.0 million** (2022: approximately HKD 7.8 million), representing significant growth[49](index=49&type=chunk) [Financial Review](index=24&type=section&id=財務回顧) For the six months ended September 30, 2023, the company's revenue decreased by 10.7%, gross profit by 32.9%, and gross margin fell to 4.4%, while administrative and other expenses increased by 40.7%, leading to an expanded loss attributable to owners of the company of HKD 23.1 million - Revenue was approximately **HKD 237.5 million**, a year-on-year decrease of **10.7%**, primarily due to superstructure building projects nearing completion and a reduction in R&M, A&A projects[50](index=50&type=chunk) - Gross profit was approximately **HKD 10.5 million**, a year-on-year decrease of **32.9%**; gross margin decreased from **5.9%** to **4.4%**[51](index=51&type=chunk) - Administrative and other expenses were approximately **HKD 33.6 million**, a year-on-year increase of **40.7%**, mainly due to increased legal and other professional fees, and depreciation and amortization[53](index=53&type=chunk) - Loss attributable to owners of the company was approximately **HKD 23.1 million**, an increase of approximately **HKD 17.9 million** from a loss of HKD 5.2 million in the prior year[54](index=54&type=chunk) [4.2.1 Revenue](index=24&type=section&id=4.2.1%20收益) For the six months ended September 30, 2023, revenue decreased by 10.7% to approximately HKD 237.5 million, primarily due to a reduction in superstructure building services revenue, partially offset by an increase in reverse supply chain management and environmental-related services revenue - For the six months ended September 30, 2023, revenue was approximately **HKD 237.5 million**, a **10.7%** decrease compared to the prior year[50](index=50&type=chunk) - The decrease in revenue was primarily due to a reduction of approximately **HKD 86.6 million** in superstructure building and repair, maintenance, alteration and addition works services revenue, partially offset by an increase of approximately **HKD 58.2 million** in reverse supply chain management and environmental-related services revenue[50](index=50&type=chunk) [4.2.2 Gross Profit and Gross Margin](index=24&type=section&id=4.2.2%20毛利及毛利率) Gross profit decreased by 32.9% to approximately HKD 10.5 million, resulting in an overall gross margin reduction from 5.9% to 4.4% - Gross profit was approximately **HKD 10.5 million**, a year-on-year decrease of **32.9%**[51](index=51&type=chunk) - Overall gross margin decreased from **5.9%** in the prior year to **4.4%**[51](index=51&type=chunk) [4.2.3 Other Income, Gains and Losses](index=24&type=section&id=4.2.3%20其他收入、收益及虧損) Other income, gains, and losses remained consistent at approximately HKD 1.6 million, primarily comprising bank interest income, outsourced services income, and government grants from the R&D cash rebate scheme - Other income, gains and losses were approximately **HKD 1.6 million**, consistent with the prior year, mainly comprising bank interest income, outsourced services income, and government grants from the R&D cash rebate scheme[52](index=52&type=chunk) [4.2.4 Administrative and Other Expenses](index=24&type=section&id=4.2.4%20行政及其他開支) Administrative and other expenses increased by 40.7% to approximately HKD 33.6 million, primarily due to higher legal and other professional fees, and increased depreciation and amortization - Administrative and other expenses were approximately **HKD 33.6 million**, a year-on-year increase of **40.7%**, primarily due to increased legal and other professional fees, and depreciation and amortization[53](index=53&type=chunk) [4.2.5 Loss Attributable to Owners of the Company](index=25&type=section&id=4.2.5%20本公司擁有人應佔虧損) Loss attributable to owners of the company increased by approximately HKD 17.9 million to HKD 23.1 million compared to the prior year - Loss attributable to owners of the company was approximately **HKD 23.1 million**, an increase of approximately **HKD 17.9 million** from a loss of HKD 5.2 million in the prior year[54](index=54&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=25&type=section&id=流動資金、財務資源及資本架構) As of September 30, 2023, the Group's cash and cash equivalents were approximately HKD 72.2 million, with the current ratio increasing to approximately 1.6 and the gearing ratio significantly decreasing to 0.1%, indicating improved liquidity and substantially reduced debt levels - As of September 30, 2023, cash and cash equivalents and pledged bank deposits were approximately **HKD 72.2 million** (March 31, 2023: approximately HKD 87.9 million)[55](index=55&type=chunk) - The current ratio increased from approximately **1.3** as of March 31, 2023, to approximately **1.6** as of September 30, 2023, mainly due to increases in deposits, prepayments and other receivables, and contract assets[55](index=55&type=chunk) - The gearing ratio significantly decreased from **25.8%** as of March 31, 2023, to **0.1%** as of September 30, 2023[55](index=55&type=chunk) - The Group's capital structure comprised equity of approximately **HKD 260.8 million** (March 31, 2023: approximately HKD 188.4 million) and debt of approximately **HKD 0.2 million** (March 31, 2023: approximately HKD 48.7 million)[55](index=55&type=chunk) [Treasury Policy](index=25&type=section&id=庫務政策) The Group adopts a prudent cash management approach, with no significant outstanding debt other than lease liabilities, and remaining cash primarily held as short-term deposits with licensed banks in Hong Kong - The Group adopts a prudent cash management approach, with no significant outstanding debt other than certain debts (including lease liabilities) as of September 30, 2023[56](index=56&type=chunk) - Remaining cash is generally placed as short-term deposits with licensed banks in Hong Kong[56](index=56&type=chunk) [Foreign Exchange Risk](index=25&type=section&id=外匯風險) The Group primarily operates in Hong Kong, earning revenue and incurring costs in HKD and USD, resulting in minimal foreign exchange risk due to the HKD-USD peg - The Group operates solely in Hong Kong, primarily earning revenue and incurring costs in HKD and USD[57](index=57&type=chunk) - Due to the HKSAR Government's linked exchange rate policy for HKD against USD remaining in effect, the Group's foreign exchange risk is minimal[57](index=57&type=chunk) [Capital Expenditure](index=25&type=section&id=資本開支) For the six months ended September 30, 2023, total capital expenditure for the acquisition of property, plant and equipment was approximately HKD 5.3 million, a decrease from the prior year - For the six months ended September 30, 2023, total capital expenditure for the acquisition of property, plant and equipment was approximately **HKD 5.3 million** (six months ended September 30, 2022: approximately HKD 8.6 million)[58](index=58&type=chunk) [Capital Commitments and Contingent Liabilities](index=26&type=section&id=資本承擔及或然負債) As of September 30, 2023, the Group had no significant capital commitments and no other contingent liabilities apart from the disclosed litigations - As of September 30, 2023, the Group had no significant capital commitments[59](index=59&type=chunk) - Other than those disclosed in Note 18 to the condensed consolidated financial statements, the Group had no other contingent liabilities as of September 30, 2023[59](index=59&type=chunk) [Material Investments Held, Acquisitions and Disposals](index=26&type=section&id=重大持有投資、收購及出售) Apart from investments in its subsidiaries, the Group held no material investments and made no material acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended September 30, 2023 - Other than investments in its subsidiaries, the Group held no material investments for the six months ended September 30, 2023[60](index=60&type=chunk) - Other than those disclosed in Note 19 to the condensed consolidated financial statements, the Group made no material acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended September 30, 2023[60](index=60&type=chunk) [Pledge of Assets](index=26&type=section&id=資產抵押) As of September 30, 2023, the Group's bank facilities were secured by pledged bank deposits as guarantees for performance bonds issued for the Group's construction contracts - As of September 30, 2023, the Group's bank facilities were secured by pledged bank deposits as guarantees for non-interest bearing performance bonds issued for the Group's construction contracts[61](index=61&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=僱員及薪酬政策) As of September 30, 2023, the Group employed 49 employees, with total salaries and related costs of approximately HKD 14.1 million; the company determines remuneration based on qualifications, position, and seniority, with annual reviews and a share award scheme to incentivize staff - As of September 30, 2023, the Group employed a total of **49 employees** (including executive directors), a decrease from 51 as of March 31, 2023[61](index=61&type=chunk) - For the six months ended September 30, 2023, total salaries and related costs (including directors' emoluments) were approximately **HKD 14.1 million** (six months ended September 30, 2022: approximately HKD 25.3 million)[61](index=61&type=chunk) - The Company adopted a share award scheme (adopted on September 28, 2023) as an incentive and reward for directors and eligible employees who contribute to the Group[61](index=61&type=chunk) [Interim Dividend](index=27&type=section&id=中期股息) The Board of Directors resolved not to declare any interim dividend for the six months ended September 30, 2023 - The Board of Directors resolved not to declare any interim dividend for the six months ended September 30, 2023 (six months ended September 30, 2022: nil)[62](index=62&type=chunk) [Debt Capitalization](index=27&type=section&id=債務資本化) The company completed debt capitalization with its ultimate holding company, Jin Ye, on May 15, 2023, issuing 103,650,000 new shares to settle bills payable totaling HKD 41.46 million, a connected transaction approved by shareholders - On March 21, 2023, the company entered into a subscription and debt capitalization agreement with its ultimate holding company, Jin Ye[62](index=62&type=chunk) - Jin Ye agreed to subscribe for **103,650,000 capitalization shares** at a capitalization price of **HKD 0.4 per share** to settle bills payable totaling **HKD 41,460 thousand**[62](index=62&type=chunk) - The debt capitalization was completed on May 15, 2023, and approved by shareholders at an EGM held on May 9, 2023[62](index=62&type=chunk) [Subscription of New Shares under General Mandate](index=27&type=section&id=根據一般授權認購新股份) The company conducted two new share placements under general mandate during the reporting period: a March placement of 45,000,000 shares with net proceeds of approximately HKD 18.0 million, and a July placement of 146,890,000 shares with net proceeds of approximately HKD 35.91 million, with proceeds from both intended for EV charging station infrastructure projects and energy storage system businesses - On April 11, 2023, the company placed **45,000,000 new shares** to independent third parties at **HKD 0.4 per share**, with net proceeds of approximately **HKD 18.0 million**[63](index=63&type=chunk) - On August 1, 2023, the company placed **146,890,000 new shares** to independent third parties at **HKD 0.245 per share**, with net proceeds of approximately **HKD 35.91 million**[64](index=64&type=chunk) - Net proceeds from both subscriptions are intended for electric vehicle charging station infrastructure projects and energy storage system businesses[63](index=63&type=chunk)[64](index=64&type=chunk) [4.13.1 March Subscription](index=27&type=section&id=4.13.1%203月認購事項) The March subscription, completed on April 11, 2023, involved the placement of 45,000,000 new shares at HKD 0.4 per share, yielding net proceeds of approximately HKD 18.0 million intended for electric vehicle charging station infrastructure projects - Completed on April 11, 2023, placing **45,000,000 new shares** at **HKD 0.4 per share**, with net proceeds of approximately **HKD 18.0 million**[63](index=63&type=chunk) - Net proceeds are intended for electric vehicle charging station infrastructure projects[63](index=63&type=chunk) [4.13.2 July Subscription](index=28&type=section&id=4.13.2%207月認購事項) The July subscription, completed on August 1, 2023, involved the placement of 146,890,000 new shares at HKD 0.245 per share, yielding net proceeds of approximately HKD 35.91 million intended for electric vehicle charging station infrastructure projects and energy storage system businesses - Completed on August 1, 2023, placing **146,890,000 new shares** at **HKD 0.245 per share**, with net proceeds of approximately **HKD 35.91 million**[64](index=64&type=chunk) - Net proceeds are intended for electric vehicle charging station infrastructure projects and energy storage system businesses[64](index=64&type=chunk) [Use of Proceeds](index=28&type=section&id=所得款項用途) For the six months ended September 30, 2023, net proceeds from the March subscription were fully utilized, while HKD 5.348 million from the July subscription was utilized, with the remaining HKD 30.56 million expected to be fully utilized by March 2024 for EV charging station infrastructure projects and energy storage system businesses - For the six months ended September 30, 2023, net proceeds from the March subscription were fully utilized[65](index=65&type=chunk) Utilization of Net Proceeds from July Subscription | Intended Use | Planned Net Proceeds (HKD thousands) | Actual Use (Six Months Ended September 30, 2023) (HKD thousands) | Unutilized Net Proceeds (As at September 30, 2023) (HKD thousands) | Expected Date of Full Utilization | | :--- | :--- | :--- | :--- | :--- | | EV charging station infrastructure projects and energy storage system businesses | 35,908 | 5,348 | 30,560 | March 2024 | [Increase in Authorized Share Capital](index=29&type=section&id=增加法定股本) The company's authorized share capital increased from HKD 15 million to HKD 30 million, effective September 28, 2023 - The company's authorized share capital increased from **HKD 15,000,000** (divided into 1,500,000,000 shares of HKD 0.01 each) to **HKD 30,000,000** (divided into 3,000,000,000 shares of HKD 0.01 each), effective September 28, 2023[67](index=67&type=chunk) [Constitutional Documents](index=29&type=section&id=組織章程文件) The company's amended and restated memorandum and articles of association were approved by shareholders on September 28, 2023, and became effective on October 9, 2023 - The company's amended and restated memorandum and articles of association became effective on October 9, 2023, having been approved by shareholders on September 28, 2023[68](index=68&type=chunk) [Change of Company Name, Logo, Website and Stock Short Name](index=29&type=section&id=更改公司名稱、標誌、網站及股份簡稱) The company officially changed its name to "Envision Greenwise Holdings Limited" on October 9, 2023, with new stock short names "EVS Greenwise 晉景新能" and a new website address effective November 16, 2023 - Company's English name changed from "Golden Ponder Holdings Limited" to "Envision Greenwise Holdings Limited", and Chinese name from "金侖控股有限公司" to "晉景新能控股有限公司", effective October 9, 2023[69](index=69&type=chunk) - New English stock short name changed from "Golden Ponder" to "EVS Greenwise", and Chinese stock short name from "金侖控股有限公司" to "晉景新能", effective 9:00 a.m. on November 16, 2023[69](index=69&type=chunk) - New website address changed from www.goldenponder.com.hk to www.evsgreenwise.com[69](index=69&type=chunk) [Events After Reporting Period](index=30&type=section&id=報告期後事項) On October 12, 2023, the company granted 86,940,000 award shares to 5 senior management personnel and 2 service providers under the share award scheme, which was adopted on September 28, 2023, and will expire on September 27, 2033 - On October 12, 2023, the company granted **86,940,000 award shares** to 5 senior management personnel and 2 service providers under the share award scheme[70](index=70&type=chunk) - The share award scheme was adopted on September 28, 2023, and will expire on September 27, 2033[70](index=70&type=chunk) [Other Corporate Governance and Compliance Information](index=30&type=section&id=其他企業管治及合規信息) [Purchase, Sale or Redemption of the Company's Listed Securities](index=30&type=section&id=購買、出售或贖回本公司上市證券) For the six months ended September 30, 2023, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended September 30, 2023, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[71](index=71&type=chunk) [Sufficiency of Public Float](index=30&type=section&id=足夠公眾持股量) The company maintained a sufficient public float as required by the Listing Rules for the six months ended September 30, 2023, and up to the date of this announcement - The company maintained a sufficient public float as required by the Listing Rules[71](index=71&type=chunk) [Competing Interests](index=30&type=section&id=競爭權益) The Directors confirmed that for the six months ended September 30, 2023, and up to the date of this announcement, the company's controlling shareholders and their respective close associates had no interests in any business competing with the Group's business - The Directors confirmed that the controlling shareholders and their respective close associates had no interests in any business, other than the Group's business, that directly or indirectly competes or may compete with the Group's business[72](index=72&type=chunk) [Compliance with Corporate Governance Code](index=30&type=section&id=遵守企業管治守則) The company adopted and complied with the applicable code provisions of the Corporate Governance Code set out in Appendix 14 to the Listing Rules for the six months ended September 30, 2023, and up to the date of this announcement - The company adopted and complied with the applicable code provisions of the Corporate Governance Code set out in Appendix 14 to the Listing Rules[73](index=73&type=chunk) [Compliance with the Model Code for Securities Transactions](index=31&type=section&id=遵守證券交易的標準守則) All Directors complied with the Model Code set out in Appendix 10 to the Listing Rules for the six months ended September 30, 2023, as a code of conduct for Directors' dealings in the company's securities - All Directors complied with the Model Code set out in Appendix 10 to the Listing Rules for the six months ended September 30, 2023[74](index=74&type=chunk) [Audit Committee](index=31&type=section&id=審核委員會) The Audit Committee comprises four independent non-executive directors, with Mr. Cheung Kwok as Chairman, and its primary responsibilities include recommending external auditors, reviewing financial statements, internal controls, and risk management systems - The Audit Committee comprises four independent non-executive directors, including Mr. Cheung Kwok (Chairman), Mr. Hou Wing Shing, Mr. Lam Cheung Wah, and Professor Sit Wing Hung[75](index=75&type=chunk) - The Audit Committee's primary responsibilities include making recommendations to the Board on the appointment, re-appointment, and removal of external auditors, and reviewing financial statements, internal controls, and risk management systems[75](index=75&type=chunk) [Review of Financial Statements](index=31&type=section&id=審閱財務報表) The Group's condensed consolidated interim financial statements for the six months ended September 30, 2023, were reviewed and approved by the Audit Committee and reviewed by the independent auditor, BDO Limited - The Group's condensed consolidated interim financial statements for the six months ended September 30, 2023, are unaudited but have been reviewed and approved by the Audit Committee[76](index=76&type=chunk) - The financial statements have been reviewed by the company's independent auditor, BDO Limited, in accordance with Hong Kong Standard on Review Engagements 2410[76](index=76&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=31&type=section&id=刊發中期業績公告及中期報告) This interim results announcement is published on the company's and HKEX websites, and the interim report will be dispatched to shareholders and published on relevant websites in due course - This interim results announcement is published on the company's website (www.evsgreenwise.com) and the HKEX website (www.hkexnews.hk)[77](index=77&type=chunk) - The company's interim report for the six months ended September 30, 2023, will be dispatched to shareholders and also published on the HKEX and company websites in due course[77](index=77&type=chunk) [Acknowledgement](index=32&type=section&id=致謝) The Board expresses its sincere gratitude to all stakeholders, including shareholders, customers, suppliers, banks, and business partners, for their continued support, and to the staff for their valuable services and contributions - The Board expresses its sincere gratitude to all stakeholders (including shareholders, customers, suppliers, banks and business partners) for their continued support, and to the staff for their valuable services and contributions[78](index=78&type=chunk)

Financial Performance - Revenue for 2023 decreased to HK$401.352 million from HK$591.900 million in 2022, a significant decline[6] - Net loss for 2023 increased to HK$38.065 million from HK$19.391 million in 2022, primarily due to reduced revenue and increased administrative expenses[8] - Revenue for the fiscal year ending March 31, 2023, was approximately HKD 401.4 million, a decrease of HKD 190.5 million or 32.2% compared to the previous year[12][17] - Gross profit for the fiscal year ending March 31, 2023, was approximately HKD 21.4 million, a decrease of HKD 5.4 million or 20.2% compared to the previous year[18] - Gross margin increased to 5.3% for the fiscal year ending March 31, 2023, up from 4.5% in the previous year, driven by profitability from certain acquired subsidiaries[18] - Other income, gains, and losses decreased by HKD 3.0 million or 878.4% to a loss of HKD 2.7 million in FY2023 compared to a gain of HKD 0.3 million in FY2022[19] - Administrative and other expenses increased by HKD 30.1 million or 116.2% to HKD 56.0 million in FY2023 compared to HKD 25.9 million in FY2022[20] - Loss attributable to owners of the company increased by HKD 18.7 million to HKD 38.1 million in FY2023 compared to HKD 19.4 million in FY2022[21] - Cash and cash equivalents plus pledged bank deposits totaled HKD 87.9 million as of March 31, 2023, compared to HKD 87.2 million as of March 31, 2022[22] - Capital expenditures for property, plant, and equipment acquisition totaled HKD 9.6 million in FY2023 compared to HKD 7.5 million in FY2022[25] - Equity increased to HKD 188.4 million as of March 31, 2023, compared to HKD 155.9 million as of March 31, 2022[22] - Debt (lease liabilities) stood at HKD 48.7 million as of March 31, 2023, compared to none as of March 31, 2022[22] - Current ratio decreased to 1.3 as of March 31, 2023, compared to 1.7 as of March 31, 2022[22] - The company did not recommend paying any dividends for the fiscal year ending March 31, 2023[37] Business Development and Strategy - The company secured multiple large-scale contracts during the fiscal year ending March 31, 2023, but remains cautiously optimistic due to uncertain economic conditions[9] - The company is exploring potential business development and investment opportunities in other construction sectors to diversify risks and enhance shareholder returns[9] - The company secured projects under the HKD 3.5 billion "EV屋苑充電易資助計劃" (EHSS), which is expected to cover approximately 140,000 private parking spaces over three years[10] - The company is focusing on integrating green and smart technologies into its core business to enhance competitiveness in green building and sustainable development[10][16] - The company is exploring opportunities in the electric vehicle (EV) aftermarket, including EV charging infrastructure and battery recycling, leveraging its construction expertise[16] - The company is actively seeking new business opportunities in environmental, social, and governance (ESG) related areas to drive long-term growth[10][16] - The company is optimizing its cost structure and exploring diversified financing methods to prepare for business expansion over the next two to three years[10] - The company completed the acquisition of Jin Yang International (Hong Kong) Limited and Cornerstone Energy Limited, expanding its reverse supply chain management and environmental-related services business[115] - The company has acquired an environmental services business, which may provide climate-related opportunities and potential revenue growth through sustainable services[157] Environmental, Social, and Governance (ESG) - The company is committed to environmental sustainability, implementing measures to reduce emissions, waste, and improve resource efficiency[39] - The company released its Environmental, Social, and Governance (ESG) report for the fiscal year ending March 31, 2023, highlighting efforts to improve sustainability practices[113] - The company's ESG report covers all operations, including office, construction projects, and environmental-related services, with a commitment to improving internal data collection procedures and gradually expanding disclosure scope[115] - The company adheres to the four reporting principles of materiality, quantification, balance, and consistency in its ESG report[116][118][119] - The company has implemented an integrated management system, including ISO 9001, ISO 14001, and ISO 45001 standards, to monitor and manage ESG-related risks[122] - The company has established a cross-departmental ESG working group to coordinate efforts and ensure consistent performance across departments[123] - The company has set clear short-term and long-term sustainability goals, including emission reduction targets, and integrates sustainability factors into strategic planning and decision-making processes[123] - The company's Board of Directors is responsible for overseeing ESG strategies and ensuring the establishment of effective risk management and internal control systems[124] - The ESG working group is tasked with collecting ESG data, monitoring risks, and reporting on the implementation of ESG initiatives to the Board[124] - NOx emissions increased to 110.88 kg in 2022/2023, up from 29.81 kg in the previous period due to new business acquisitions[138] - SOx emissions rose to 0.16 kg in 2022/2023, compared to 0.06 kg in the prior period[138] - PM emissions reached 10.72 kg in 2022/2023, up from 2.76 kg in the previous period[138] - The company aims to reduce air pollutant emissions by 50% from 2023 levels by 2035[137] - The company's environmental management system is certified to ISO 14001:2015 standards[134] - The company received the Hong Kong Green Organization Award for its environmental practices[134] - The company has implemented measures to reduce vehicle emissions, including regular maintenance and prohibiting engine idling[136] - The company's environmental policy includes guidelines for air pollution, noise control, and waste disposal[134] - The company has identified key environmental, social, and governance (ESG) issues through a materiality assessment[128] - The company engages with stakeholders through various channels, including annual reports, meetings, and surveys[127] - Total greenhouse gas emissions decreased by 39% to 210.88 tons of CO2 equivalent, with emissions density reduced by 10% to 0.53 tons of CO2 equivalent per million HKD revenue[139][141] - Scope 1 emissions decreased to 95.86 tons of CO2 equivalent, primarily due to reduced emissions from construction projects (78.82 tons)[141] - Scope 2 emissions decreased to 115.02 tons of CO2 equivalent, with a significant reduction in emissions from construction projects (65.52 tons)[141] - Construction projects accounted for approximately 68% of total greenhouse gas emissions during the reporting period[143] - Non-hazardous waste generation decreased by 12% to 2,344 tons, but waste density increased by 30% to 5.85 tons per million HKD revenue[145][146] - Total energy consumption decreased by 32% to 620 MWh, with energy consumption density increasing by 1% to 1.55 MWh per million HKD revenue[149] - The company aims to reduce greenhouse gas emissions density by 50% by 2035 compared to the baseline year ending March 31, 2023[140] - The company targets a 50% reduction in waste density by 2035 compared to the fiscal year ending March 31, 2023[145] - The company plans to reduce energy consumption density by 50% by 2035 compared to the fiscal year ending March 31, 2023[149] - Total energy consumption decreased to 620.34 MWh in 2022/2023 from 906.50 MWh in 2021/2022, with a density of 1.55 MWh per million HKD revenue[150] - Total water consumption decreased to 6,747 cubic meters in 2022/2023 from 7,275 cubic meters in 2021/2022, with a density of 16.83 cubic meters per million HKD revenue, a 7% decrease in consumption but a 37% increase in density[151][152] - The company aims to reduce water usage by 50% from the 2023 baseline by 2035[151] - The company plans to reduce carbon-related energy usage density by 50% from the 2023 baseline by 2035[157] - The company is committed to sustainable timber procurement, using only FSC-certified or recycled wood in construction projects[153] - The company has implemented water-saving measures, including reusing water for dust suppression and promoting water conservation education among employees[151] - The company is enhancing data collection systems to monitor and record water and energy usage more effectively[151][157] - The company is focusing on reducing emissions and waste, improving resource efficiency, and minimizing environmental impact through various sustainability measures[155] - The company is aligning with international and local certification standards to assess climate change risks and update mitigation strategies regularly[157] - Extreme weather conditions such as floods and typhoons pose risks of business and supply chain disruptions, potentially reducing revenue and causing severe asset damage[158] - High temperatures could increase operational costs, with long-term impacts expected over 4 to 10 years[158] - Changes in environmental regulations may lead to increased operational costs to comply with stricter laws, with medium and long-term impacts[158] - Emerging technologies could increase operational costs due to the adoption of new methods or technologies, with medium and long-term impacts[159] - Consumer preference shifts towards more environmentally friendly products and services could reduce demand and competitiveness, with long-term impacts[159] - Development and expansion of low-emission products and services could increase revenue and attract more investors, with short and medium-term opportunities[160] Corporate Governance and Board Composition - Mr. Hou Yingsheng, aged 50, was appointed as an Independent Non-Executive Director on July 24, 2018, and is a member of the Audit Committee and Nomination Committee[30] - Mr. Zhang Jue, aged 37, was appointed as an Independent Non-Executive Director on January 14, 2022, and serves as the Chairman of the Audit Committee and a member of the Remuneration Committee[31] - Mr. Wen Yaoxiang, aged 55, was appointed as an Independent Non-Executive Director on July 24, 2018, and is the Chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee[31] - Mr. Lan Zhanghua, aged 68, was appointed as an Independent Non-Executive Director on June 2, 2023, and is a member of the Audit Committee[33] - Mr. Hou Yingsheng has extensive experience in commercial transactions, litigation, banking, and bankruptcy matters, and has been a senior partner at Hou Yingsheng Zhou Mingbao Law Firm since May 2006[30] - Mr. Zhang Jue holds a Bachelor's degree in Financial Management from Shanghai University of Finance and Economics and a Master's degree in Accounting from Tsinghua University[31] - Mr. Wen Yaoxiang has over 26 years of experience in sales and marketing of building materials and interior decoration products[31] - Mr. Lan Zhanghua has extensive experience in banking, property development, and property investment, and has held senior positions at HSBC Canada and Hang Seng Bank[33] - Mr. Lan Zhanghua is an Independent Non-Executive Director of several listed companies, including Winland Real Estate Development Limited and Blue River Holdings Limited[33] - Mr. Wen Yaoxiang currently serves as the Regional Manager for Asia at Sebel Pty Ltd., a leading manufacturer and supplier of educational and school furniture[32] - The company's consolidated financial statements for the year ended March 31, 2023, were approved by the Board of Directors on June 23, 2023[75] - The company has adopted and complied with the Corporate Governance Code as set out in Appendix 14 of the Listing Rules for the year ended March 31, 2023[76] - The Board of Directors held 10 meetings, the Audit Committee held 3 meetings, the Remuneration Committee held 3 meetings, the Nomination Committee held 3 meetings, and the Annual General Meeting was held once during the year ended March 31, 2023[82] - The company has established an effective mechanism to ensure the Board of Directors receives independent insights and recommendations, including having three independent non-executive directors who account for more than one-third of the Board[83] - The roles of the Chairman and the Chief Executive Officer are separate, with Mr. Kwok serving as the Chairman responsible for overall strategic planning and business development, and Mr. Chan serving as the CEO responsible for corporate and business strategy and major operational decisions[84] - The company has appointed four independent non-executive directors, accounting for more than one-third of the board members, with at least one possessing appropriate professional qualifications or expertise in accounting or financial management[85] - The audit committee reviewed and discussed the group's consolidated financial statements for the fiscal year ending March 31, 2023, and the unaudited interim results for the six months ending September 30, 2022[88] - The remuneration committee reviewed and approved the group's salary adjustments and discretionary bonus policies, which are applicable to directors and senior management[89] - The number of senior management members receiving remuneration in the range of HKD 0 to HKD 1,000,000 increased from 2 in 2022 to 4 in 2023[90] - The nomination committee discussed board composition, board diversity, and the re-election of directors at the upcoming annual general meeting, providing recommendations to the board[91] - The company's employee gender ratio as of March 31, 2023, is 2.4 males to 1 female[93] - The company plans to add a female director to the board by December 2024 to achieve board diversity[93] - The company has adopted a dividend policy to balance shareholder profit sharing with reserving sufficient funds for future growth[96] - The company has purchased appropriate liability insurance for directors and senior officers, with no claims made against them in the fiscal year ending March 31, 2023[97] - The company's risk management and internal control systems were deemed effective, with sufficient resources allocated for implementation in the fiscal year ending March 31, 2023[99] - The company uses a risk matrix to determine risk levels (L=Low, M=Medium, H=High) and has adopted a continuous risk management approach[100] - External auditors' fees for annual audit services amounted to HKD 0.8 million, while non-audit services fees were approximately HKD 0.6 million for the fiscal year ending March 31, 2023[103] - The company has established a whistleblowing policy to address fraud, unethical behavior, or violations of laws and policies, ensuring confidentiality and anonymity for reporters[109] - The company has implemented an anti-corruption policy to ensure compliance with Hong Kong and mainland China laws, covering all directors, employees, and external parties[110] - The company's risk management process involves identifying and assessing inherent risks, with residual risks reported to the board for oversight[101] - The company has developed internal control procedures for handling and disclosing insider information, ensuring compliance with disclosure regulations[102] - The company's shareholder communication policy was reviewed and deemed effective, with multiple communication channels established during the fiscal year[111] - The company plans to revise its articles of association to align with Cayman Islands laws and listing rules, with details to be disclosed in an upcoming announcement[112] - Shareholders holding at least 10% of the company's paid-up share capital can request a special general meeting, with procedures outlined in the company's articles of association[105] - The company secretary received at least 15 hours of professional training during the fiscal year, in compliance with listing rules[104] Human Resources and Employee Management - Total number of employees decreased to 51 as of March 31, 2023, compared to 72 as of March 31, 2022[27] - Total salaries and related costs (including directors' remuneration) increased to HKD 45.4 million in FY2023 compared to HKD 37.9 million in FY2022[27] - The company has established a robust human resources management policy, including fair recruitment, promotion, and performance evaluation systems[163] - The company provides comprehensive employee benefits, including salaries, bonuses, and contributions to the Mandatory Provident Fund (MPF) scheme[166] - Employee turnover rates for 2022/2023 were 59% overall, with higher rates among females (87%) and those under 30 years old (80%)[167] - The company has implemented an occupational health and safety management system certified under ISO 45001:2018 to ensure a safe working environment[168] - The company implemented safety measures including providing personal protective equipment, pre-employment training, and monthly recognition for safety performance among contractors[170] - The company received the "Occupational Safety and Health Star Enterprise" and "Outstanding Safety Performance Award" from the Occupational Safety and Health Council during the reporting period[170] - The company conducted safety training courses, including risk assessment and safety supervision, for various employee groups[173] - In the 2022/2023 fiscal year, the company reported 4 work-related injuries, a decrease from 9 in the previous year[175] - The company provided COVID-19 response measures, including flexible work arrangements and additional insurance coverage for employees[176] - 18% of the company's employees received training during the reporting period, with an average of 46 training hours per employee[177] - Male employees accounted for 44% of those trained, while female employees accounted for 56% in the 2022/2023 fiscal year[178] - General employees received the highest percentage of training at 67%, compared to 22% for senior management and 11% for middle management[178] - The average training hours per employee were 0.90 hours in 2022/2023, down from 9.49 hours in the previous year[180] - Employee headcount is categorized by gender, employment type (full-time or part-time), age group, and region[197] - Employee turnover rates are segmented by gender, age group, and region[197] - Over the past three years, the company has tracked annual work-related fatalities and their ratios[197] - Training activities are described, with percentages of trained employees broken down by gender and employee category (e.g., senior management, middle management)[197] Supply Chain and Quality Management - The company has

Financial Performance - For the fiscal year ended March 31, 2023, the group recorded revenue of approximately HKD 401.4 million, a decrease of about HKD 190.5 million or 32.2% compared to HKD 591.9 million for the fiscal year ended March 31, 2022[2] - The gross profit for the fiscal year ended March 31, 2023, was approximately HKD 21.4 million, down by about HKD 5.4 million or 20.2% from HKD 26.8 million in the previous year, resulting in a gross margin of approximately 5.3%[2] - The loss attributable to owners of the company for the fiscal year ended March 31, 2023, was approximately HKD 38.1 million, compared to a loss of HKD 19.4 million for the fiscal year ended March 31, 2022[2] - The basic and diluted loss per share for the fiscal year ended March 31, 2023, was approximately HKD 4.01, compared to HKD 2.42 for the previous year[2] - The company reported a net loss of HKD 38.1 million for the year, which included a fair value gain of HKD 4.05 million from derivative financial liabilities[4] - The company reported a net loss attributable to shareholders of HKD 38,065,000 for the year, compared to a loss of HKD 19,391,000 in the previous year[24] - Administrative and other expenses increased significantly to approximately HKD 56.0 million, up about HKD 30.1 million or 116.2% from approximately HKD 25.9 million in the previous year[57] Assets and Liabilities - The total assets less current liabilities as of March 31, 2023, amounted to HKD 197.9 million, compared to HKD 155.9 million as of March 31, 2022[6] - Non-current assets increased to HKD 145.8 million as of March 31, 2023, from HKD 11.3 million in the previous year[6] - Current liabilities decreased to HKD 169.7 million as of March 31, 2023, from HKD 204.6 million as of March 31, 2022[6] - The company’s equity attributable to owners increased to HKD 188.5 million as of March 31, 2023, from HKD 155.9 million in the previous year[7] - The total trade receivables as of March 31, 2023, amount to HKD 37,813,000, down from HKD 49,170,000 in 2022, with a provision for losses of HKD 2,392,000[30] - Trade payables decreased significantly to HKD 49,788,000 in 2023 from HKD 138,820,000 in 2022, indicating improved cash flow management[35] - The accumulated contract retention money payable as of March 31, 2023, is HKD 22,661,000, down from HKD 31,033,000 in 2022, reflecting a reduction in outstanding obligations[35] Dividends and Shareholder Returns - The company did not recommend the payment of a final dividend for the fiscal year ended March 31, 2023, consistent with the previous year[2] - The company did not declare or recommend any dividends for the year ending March 31, 2023, consistent with the previous year[23] - No dividends were declared or proposed for the year 2023, consistent with 2022[65] Government Support and Expenses - The company received government subsidies totaling HKD 2,288,000 during the reporting period, primarily related to employment support programs[19] - The company reported a total depreciation and amortization expense of HKD 14,005,000, significantly higher than HKD 2,009,000 in the previous year[21] - The company’s financing costs increased to HKD 1,901,000 in 2023 from HKD 36,000 in 2022, primarily due to interest expenses on promissory notes[20] - The actual interest expense for the issued promissory notes was HKD 1,477,000 for the year ended March 31, 2023[39] - Total salary and related costs for the year ended March 31, 2023, amounted to approximately HKD 45.4 million, up from HKD 37.9 million in 2022[64] Business Segments and Revenue Sources - For the fiscal year ending March 31, 2023, the company reported total segment revenue of HKD 401,352,000, with HKD 373,132,000 from construction services and HKD 28,220,000 from reverse supply chain management and environmental services[14] - The company recognized a significant decrease in revenue from construction services, down 37% from HKD 591,900,000 in 2022 to HKD 373,132,000 in 2023[17] - Revenue from superstructure construction projects contributed approximately HKD 370.8 million, down from approximately HKD 589.7 million in 2022[50] - The group generated revenue of approximately HKD 28.2 million from reverse supply chain management and environmental services, a new business segment introduced in the current year[52] Strategic Focus and Future Outlook - The board remains cautiously optimistic about industry recovery while acknowledging ongoing competitive pressures on profit margins[53] - The group plans to focus on accelerating its transformation towards green building, aiming to help clients reduce carbon emissions and explore potential business opportunities in the electric vehicle aftermarket[53] Employee and Operational Metrics - The company employed a total of 51 employees as of March 31, 2023, down from 72 employees in the previous year[64] - The company had no significant contingent liabilities or claims as of March 31, 2023[62] - There were no significant investments, acquisitions, or disposals of subsidiaries or associated companies during the year ended March 31, 2023[62] Acquisitions and Investments - The company completed the acquisition of a 40% stake in Jin Yang for approximately HKD 42,750,000 on April 29, 2022, with an initial equity recognized at HKD 27,720,000[38] - On August 8, 2022, the company acquired an additional 60% stake in Jin Yang, making it a wholly-owned subsidiary, with the total consideration for this acquisition being HKD 41,460,000[41] - The goodwill generated from the acquisition of Jin Yang amounted to HKD 53,197,000[44] - The total identifiable net assets acquired from Jin Yang were valued at HKD 14,882,000[43] - The cash and cash equivalents acquired from Jin Yang amounted to HKD 15,605,000[44] Compliance and Governance - The audit committee reviewed the annual performance for the fiscal year ended March 31, 2023, confirming compliance with applicable accounting standards[70] - The company maintained sufficient public float as per listing rules as of March 31, 2023[66] - The company entered into a subscription and debt capitalization agreement with its ultimate holding company on March 21, 2023, to issue 103,650,000 capitalization shares[65] - The company has adopted a share option scheme to incentivize and reward directors and eligible employees[64]