Wecon Holdings Limited 偉工控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1793） 截至2025年3月31日止年度的 年度業績公告 及 提名委員會組成變動 財務摘要 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，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 - 1 - • 收益由截至2024年3月31日止年度約1,160.4百萬港元減少至截至2025年3月31日止年度約 1,058.7百萬港元，減幅約101.7百萬港元或約8.8%。 • 毛利由截至2024年3月31日止年度約45.1百萬港元減少至截至2025年3月31日止年度約37.5百 萬港元，減幅約7.6百萬港元或約16.9%。 • 毛利率由截至2024年3月31日止年度約3.9%下跌至截至2025年3月31日止年度約3.5%。 • 本公司擁有人應佔溢利由截至2024年3月31日止年度約6.0百萬港元增加至截至2025年3月31 日止年度約7.4百萬港元，增幅約1.4百萬港元或約23.3%。 • 截至 ...

Financial Performance - The profit attributable to equity holders for the six months ended 30 September 2024 was HK$5,046,000, compared to HK$2,192,000 for the same period in 2023, representing a significant increase of 130%[3]. - Total revenue from contracts with customers for the six months ended 30 September 2024 was HK$580,296,000, compared to HK$494,390,000 for the same period in 2023, reflecting an increase of 17.3%[9]. - The Group's profit before tax for the six months ended 30 September 2024 was impacted by a depreciation expense of HK$3,056,000 for right-of-use assets, compared to HK$2,752,000 in 2023[12]. - The total tax charge for the period was HK$561,000, a decrease from HK$622,000 in the previous year[16]. - The Group's net profit increased from approximately HK$2.2 million for the six months ended September 30, 2023, to approximately HK$5.0 million for the same period in 2024, representing a growth of approximately 127.3%[79]. - Profit before tax increased to HK$5,607,000, a significant rise of 99.5% from HK$2,814,000 for the same period in 2023[114]. - Profit for the period increased to HK$5,046,000, compared to HK$2,192,000 in the same period last year, reflecting a rise of 130.5%[176]. Revenue Breakdown - Revenue from building construction services was HK$446,250,000, while revenue from RMAA works services was HK$134,046,000 for the six months ended 30 September 2024[26]. - Revenue from RMAA works services decreased by approximately HK$46.8 million or approximately 25.9%, from approximately HK$180.8 million for the six months ended 30 September 2023 to approximately HK$134.0 million for the six months ended 30 September 2024[40]. - For the six months ended September 30, 2024, the Group's revenue from construction contracts was approximately HK$446.3 million, an increase of about 42.3% from approximately HK$313.6 million for the same period in 2023[67]. - Revenue from external customers for the six months ended September 30, 2024, was HK$446,250,000, representing an increase of 42.3% compared to HK$313,594,000 for the same period in 2023[176]. Expenses and Costs - Employee benefit expenses, excluding directors' remuneration, totaled HK$45,485,000, down from HK$46,940,000 in the prior period[12]. - Administrative and other operating expenses decreased by approximately HK$4.2 million or approximately 18.2%, from approximately HK$23.1 million to approximately HK$18.9 million for the six months ended 30 September 2024[47]. - Finance costs increased to HK$268,000 from HK$124,000, indicating a rise of 116.1%[114]. - Unallocated head office and corporate expenses were HK$15,818,000 for the period, slightly down from HK$16,971,000 in the previous year[176]. Assets and Liabilities - As of September 30, 2024, the Group had cash and bank balances of approximately HK$189.5 million, up from approximately HK$111.7 million as of March 31, 2024[83]. - Total non-current assets decreased to HK$36,666,000 from HK$39,911,000 as of March 31, 2024, reflecting a decline of approximately 5.8%[139]. - Current assets increased to HK$567,983,000 from HK$554,276,000, representing a growth of about 2.5%[139]. - Total current liabilities rose to HK$328,563,000 from HK$311,933,000, indicating an increase of approximately 5.3%[139]. - The total assets less current liabilities stood at HK$276,086,000, down from HK$282,254,000, reflecting a decrease of approximately 2.9%[139]. - The total equity attributable to equity holders of the company was HK$273,857,000 as of September 30, 2024, down from HK$278,329,000[141]. - The gearing ratio of the Group was approximately 2.9% as of September 30, 2024, compared to 3.3% as of March 31, 2024[84]. Cash Flow - Net cash flows from operating activities for the six months ended September 30, 2024, were HK$86,787, a significant recovery from a cash outflow of HK$4,524 in the same period of 2023[143]. - Cash flows from investing activities resulted in a net inflow of HK$11,478, compared to a net outflow of HK$1,370 in the prior year[143]. - Cash and cash equivalents at the end of the period increased to HK$162,963, up from HK$41,140 at the end of the same period last year[144]. - Loans to subcontractors decreased significantly to HK$4,245 from HK$23,925 in the prior year, reflecting improved cash management[143]. Corporate Governance and Compliance - The Group's corporate governance practices emphasize transparency, accountability, and independence, with ongoing reviews to enhance these practices[56]. - The Group has complied with all relevant laws and regulations during the six months ended September 30, 2024, with no material breaches reported[92]. - The company has complied with all relevant laws and regulations during the reporting period[118]. Shareholder Information - The company did not declare an interim dividend for the six months ended 30 September 2024, compared to no dividend declared for the same period in 2023[23]. - The company paid dividends amounting to HK$9,518,000 to shareholders during the period[141]. - The final dividend for the financial year ended 31 March 2024 is HK$1.2 cents per share, totaling HK$9,518,000, with no interim dividend declared for the six months ended 30 September 2024[154]. Project and Contract Information - As of 30 September 2024, the Group had six major projects on hand, each with an awarded contract sum of HK$10.0 million or above[33]. - During the six months ended 30 September 2024, the Group completed five major projects, each with an awarded contract sum of HK$10.0 million or above[33]. - The Group was awarded two sizeable contracts with an aggregate contract sum of approximately HK$574.9 million during the six months ended 30 September 2024[33].

Revenue Performance - Revenue increased from approximately HKD 494.4 million for the six months ended September 30, 2023, to approximately HKD 580.3 million for the six months ended September 30, 2024, representing an increase of about HKD 85.9 million or approximately 17.4%[3] - Revenue from external customers for construction contracts reached HKD 446,250,000, while revenue from renovation and maintenance services was HKD 134,046,000, totaling HKD 580,296,000 for the six months ended September 30, 2024[31] - The company's total revenue increased by approximately 17.4% compared to the same period in 2023[31] - Revenue from building services rose from approximately HKD 313.6 million to approximately HKD 446.3 million, an increase of about HKD 132.7 million or approximately 42.3%[56] - Revenue from renovation and maintenance services decreased from approximately HKD 180.8 million to approximately HKD 134.0 million, a decline of about HKD 46.8 million or approximately 25.9%[57] Profitability - Gross profit decreased from approximately HKD 22.2 million for the six months ended September 30, 2023, to approximately HKD 16.9 million for the six months ended September 30, 2024, a decrease of about HKD 5.3 million or approximately 23.9%[3] - The company's gross profit decreased from approximately HKD 22.2 million to approximately HKD 16.9 million, a decline of about HKD 5.3 million or approximately 23.9%[60] - The gross profit margin fell from approximately 4.5% to approximately 2.9%, a drop of about 1.6 percentage points[60] - Profit attributable to equity holders increased from approximately HKD 2.2 million for the six months ended September 30, 2023, to approximately HKD 5.0 million for the six months ended September 30, 2024, an increase of about HKD 2.8 million or approximately 127.3%[3] - The pre-tax profit for the period was HKD 5,607,000, with a net profit of HKD 5,046,000, compared to HKD 2,192,000 for the same period in 2023[36][39] Earnings Per Share - Basic earnings per share for the six months ended September 30, 2024, was approximately HKD 0.6 cents, compared to approximately HKD 0.3 cents for the six months ended September 30, 2023[3] - The average number of ordinary shares in issue was 793,204,000 for both periods, with no potential dilution effect from issued shares[39][40] Dividends - The board of directors decided not to declare any interim dividend for the six months ended September 30, 2024, consistent with the previous period[3] - The company did not declare an interim dividend for the six months ended September 30, 2024, consistent with the previous year[41] - No interim dividend was declared for the six months ended September 30, 2024, consistent with the same period in 2023[82] Assets and Liabilities - Total assets less current liabilities as of September 30, 2024, amounted to approximately HKD 276.1 million, compared to approximately HKD 282.3 million as of March 31, 2024[7] - Current assets as of September 30, 2024, totaled approximately HKD 567.98 million, an increase from approximately HKD 554.28 million as of March 31, 2024[7] - Cash and bank balances increased to approximately HKD 162.96 million as of September 30, 2024, from approximately HKD 77.47 million as of March 31, 2024[7] - Non-current assets decreased from approximately HKD 39.91 million as of March 31, 2024, to approximately HKD 36.67 million as of September 30, 2024[7] - Total assets amounted to HKD 604,649,000, while total liabilities were HKD 330,792,000 as of September 30, 2024[30] Employee Expenses - The company reported a decrease in employee benefits expenses, totaling HKD 45,485,000 for the six months ended September 30, 2024, compared to HKD 46,940,000 in 2023[36] - As of September 30, 2024, the total employee cost (excluding directors' remuneration) was approximately HKD 45.5 million, compared to HKD 46.9 million for the same period in 2023[68] Financial Position - The current ratio as of September 30, 2024, was approximately 1.7 times, slightly down from 1.8 times as of March 31, 2024[74] - The group had no outstanding bank borrowings as of September 30, 2024, and lease liabilities were approximately HKD 7.9 million, down from HKD 9.3 million as of March 31, 2024[77] - The capital debt ratio as of September 30, 2024, was approximately 2.9%, a decrease from 3.3% as of March 31, 2024[78] Contracts and Investments - The company successfully secured two large contracts totaling approximately HKD 574.9 million during the six months ended September 30, 2024[52] - The group had no significant investments, acquisitions, or disposals of subsidiaries and associates during the six months ended September 30, 2024[69] Guarantees and Bonds - The group provided unlimited guarantees to several banks to support the issuance of performance bonds totaling approximately HKD 97.2 million as of September 30, 2024, up from approximately HKD 49.8 million as of March 31, 2024[72] Acknowledgments - The board expresses gratitude to shareholders, institutional investors, customers, bankers, suppliers, subcontractors, and business partners for their ongoing support and trust[90] - The management team and all employees are acknowledged for their efforts and significant contributions to the group[90] Other Information - There were no significant events requiring disclosure after September 30, 2024, up to the date of this announcement[84] - The group has not engaged in any share buybacks, sales, or redemptions during the six months ended September 30, 2024[83]

[Corporate Information](index=2&type=section&id=Corporate%20Information) This section provides an overview of Wecon Holdings Limited, including its registration, principal business activities, and the composition of its Board of Directors and committees [Company Overview](index=3&type=section&id=Corporate%20Information_Overview) Wecon Holdings Limited, incorporated in the Cayman Islands, primarily operates as an investment holding company, with subsidiaries providing building construction and RMAA engineering services in Hong Kong, listed on the HKEX Main Board since February 2019 - The company was incorporated in the Cayman Islands on March 23, 2018, with its principal business being investment holding[820](index=820&type=chunk) - Its subsidiaries primarily engage in providing building construction and repair, maintenance, alteration, and addition (RMAA) engineering services[821](index=821&type=chunk) - The company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on February 27, 2019[20](index=20&type=chunk) [Board and Committee Composition](index=3&type=section&id=Corporate%20Information_Board%20and%20Committees) The company's Board of Directors comprises three executive and three independent non-executive directors, supported by Audit, Nomination, and Remuneration Committees to ensure effective corporate governance - Executive Directors include Mr. Tsang Ka Yip (Chairman), Mr. Tsang Tsz Him, and Mr. Tsang Tsz Kit[3](index=3&type=chunk) - Independent Non-Executive Directors include Dr. Lau Chi Keung, Mr. Chan Tim Yau, and Mr. Sze Kwok Wing[3](index=3&type=chunk) - The company has an Audit Committee (Chairman: Mr. Sze Kwok Wing), a Nomination Committee (Chairman: Dr. Lau Chi Keung), and a Remuneration Committee (Chairman: Mr. Chan Tim Yau)[3](index=3&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) This section presents the financial highlights and future outlook of the Group, emphasizing revenue growth, profit stability, and strategic investments [Financial Highlights](index=5&type=section&id=Chairman's%20Statement_Financial%20Highlights) For the year ended March 31, 2024, the Group's revenue significantly increased by **33.5%** to **HK$1,160.4 million**, while profit attributable to equity holders slightly rose by **HK$0.1 million** to **HK$6.0 million** 2024 Financial Highlights | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,160.4 | 869.0 | 291.4 | 33.5 | | Profit attributable to equity holders | 6.0 | 5.9 | 0.1 | 1.7 | [Prospects](index=5&type=section&id=Chairman's%20Statement_Prospects) The Group secured major contracts totaling approximately **HK$843.9 million** and plans to invest in Building Information Modeling (BIM) and related services to enhance competitiveness and diversify its client base, maintaining cautious optimism for Hong Kong's construction industry outlook - For the year ended March 31, 2024, the Group successfully secured three major contracts with a total value of approximately **HK$843.9 million**[10](index=10&type=chunk)[13](index=13&type=chunk) - After March 31, 2024, an additional major contract of approximately **HK$155.1 million** was awarded[10](index=10&type=chunk)[13](index=13&type=chunk) - The Group plans to invest in Building Information Modeling (BIM) services and building construction-related services to offer innovative technological solutions, enhance capabilities, and generate synergies[15](index=15&type=chunk)[17](index=17&type=chunk) - Management remains cautiously optimistic about the prospects of the Hong Kong construction industry and will continue efforts to enhance reputation, ensure timely and high-quality project completion, and implement cost-effective measures to improve competitiveness[10](index=10&type=chunk)[13](index=13&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's business operations, financial performance, key risks, and human resource policies for the reporting period [Business Review](index=7&type=section&id=Management%20Discussion%20and%20Analysis_Business%20Review) As a general contractor in Hong Kong, the Group primarily offers building construction and RMAA engineering services, with nine major projects in hand and five completed as of March 31, 2024 - The Group primarily provides building construction services (including residential, commercial, and industrial buildings) and RMAA engineering services (including repair, maintenance, improvement, renovation, alteration, and addition of existing facilities)[20](index=20&type=chunk)[23](index=23&type=chunk) - As of March 31, 2024, the Group had nine major projects with awarded contract sums of HK$10 million or more in hand[21](index=21&type=chunk)[24](index=24&type=chunk) - For the year ended March 31, 2024, the Group completed five major projects with awarded contract sums of HK$10 million or more[21](index=21&type=chunk)[24](index=24&type=chunk) [Principal Risks and Uncertainties](index=7&type=section&id=Management%20Discussion%20and%20Analysis_Principal%20Risks%20and%20Uncertainties) The Group faces various operational risks, including public health event impacts, contract award uncertainties, customer concentration, subcontractor reliance, cash flow mismatches, raw material price volatility, and liquidity effects from performance bonds - Public health events may lead to lockdowns, travel restrictions, and work stoppages, affecting the Group's business and operations[22](index=22&type=chunk)[25](index=25&type=chunk) - The Group's revenue relies on contracts obtained through non-recurring tender or quotation processes, with no guarantee of continued success, which could materially and adversely affect sustainability and financial performance[30](index=30&type=chunk) - The Group faces concentration risk due to significant reliance on its largest and major customers[30](index=30&type=chunk) - Fluctuations in subcontracting costs, poor subcontractor performance, or inability to source subcontractors could materially and adversely affect operations and profitability[30](index=30&type=chunk) - Mismatches between receiving progress payments from customers and making payments to suppliers and subcontractors may lead to insufficient cash flow[30](index=30&type=chunk) - Changes in raw material prices and availability could materially and adversely affect operating results[30](index=30&type=chunk) - Providing performance bonds may impact the Group's liquidity position[30](index=30&type=chunk) [Segment Information](index=8&type=section&id=Management%20Discussion%20and%20Analysis_Segment%20Information) The Group's reportable and operating segments are Building Construction Services and RMAA Engineering Services, with detailed information disclosed in Note 5 to the consolidated financial statements - The Group's reportable and operating segments are (i) building construction services and (ii) renovation and maintenance engineering services[28](index=28&type=chunk)[30](index=30&type=chunk) - Details of segment information are disclosed in Note 5 to the consolidated financial statements[28](index=28&type=chunk)[30](index=30&type=chunk) [Financial Review](index=9&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review) The Group achieved a **33.5%** revenue increase in FY2024, driven by progress in building construction and RMAA engineering services; however, gross profit margin slightly declined due to lower RMAA service margins and the absence of government subsidies, resulting in only a **1.7%** net profit growth [Revenue](index=9&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Revenue) The Group's total revenue increased by **33.5%** year-on-year to **HK$1,160.4 million**, with Building Construction Services growing by **29.5%** and RMAA Engineering Services by **40.9%**, primarily driven by progress in multiple projects Revenue Overview | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **1,160.4** | **869.0** | **291.4** | **33.5** | | Building Construction Services | 726.0 | 560.7 | 165.3 | 29.5 | | RMAA Engineering Services | 434.4 | 308.3 | 126.1 | 40.9 | - The increase in revenue from building construction services was primarily due to significant progress made on several major projects during the year[32](index=32&type=chunk)[35](index=35&type=chunk) - The increase in revenue from RMAA engineering services was primarily attributable to significant progress made on several major projects during the year[33](index=33&type=chunk)[36](index=36&type=chunk) [Cost of Sales](index=10&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Cost%20of%20Sales) The Group's cost of sales increased by **34.4%** year-on-year to **HK$1,115.3 million**, consistent with revenue growth, primarily comprising subcontracting costs, material costs, direct staff costs, and site overheads Cost of Sales | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | 1,115.3 | 830.0 | 285.3 | 34.4 | - The increase in cost of sales was primarily driven by and consistent with the corresponding increase in revenue[38](index=38&type=chunk)[41](index=41&type=chunk) - Cost of sales primarily comprises subcontracting costs, material costs, direct staff costs, and site overheads[38](index=38&type=chunk)[41](index=41&type=chunk) [Gross Profit and Gross Profit Margin](index=10&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Gross%20Profit%20and%20Gross%20Profit%20Margin) The Group's gross profit increased by **15.6%** year-on-year to **HK$45.1 million**, but the overall gross profit margin decreased by **0.6 percentage points** to **3.9%**, mainly due to a decline in RMAA engineering services' gross profit margin offsetting an improvement in building construction services' margin Gross Profit and Gross Profit Margin Overview | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Gross Profit** | **45.1** | **39.0** | **6.1** | **15.6** | | Total Gross Profit Margin | 3.9% | 4.5% | -0.6% | - | | Gross Profit from Building Construction Services | 26.2 | 18.3 | 7.9 | 43.2 | | Gross Profit Margin from Building Construction Services | 3.6% | 3.3% | 0.3% | - | | Gross Profit from RMAA Engineering Services | 18.9 | 20.7 | -1.8 | -8.7 | | Gross Profit Margin from RMAA Engineering Services | 4.4% | 6.7% | -2.3% | - | - The increase in gross profit margin for building construction services was primarily attributable to higher gross profit margins generated from several major projects that achieved significant progress[40](index=40&type=chunk)[43](index=43&type=chunk) - The decrease in gross profit margin for RMAA engineering services was primarily attributable to lower gross profit margins generated from works orders performed under several major projects[45](index=45&type=chunk)[48](index=48&type=chunk) [Other Income and Gains](index=11&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Other%20Income%20and%20Gains) The Group's other income and gains decreased by **45.5%** year-on-year to **HK$7.2 million**, primarily due to the absence of non-recurring Employment Support Scheme subsidies from the HKSAR Government and a reduction in miscellaneous income Other Income and Gains | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Other Income and Gains | 7.2 | 13.2 | -6.0 | -45.5 | - The decrease was primarily attributable to the absence of non-recurring government subsidies under the Employment Support Scheme established by the HKSAR Government and a decrease in miscellaneous income during the year[46](index=46&type=chunk)[49](index=49&type=chunk) [Administrative and Other Operating Expenses, Net](index=11&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Administrative%20and%20Other%20Operating%20Expenses,%20Net) The Group's administrative and other operating expenses, net, slightly decreased by **0.7%** to **HK$45.1 million**, mainly due to a reduction in net impairment of contract assets and trade receivables Administrative and Other Operating Expenses, Net | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Administrative and Other Operating Expenses, Net | 45.1 | 45.4 | -0.3 | -0.7 | - The decrease was primarily attributable to a reduction in the net impairment of contract assets and trade receivables for the year ended March 31, 2024[47](index=47&type=chunk)[50](index=50&type=chunk) [Finance Costs](index=12&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Finance%20Costs) The Group's finance costs increased by **51.1%** year-on-year to **HK$272 thousand**, primarily due to higher interest expenses on lease liabilities Finance Costs | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Finance Costs | 272 | 180 | 92 | 51.1 | - The increase was primarily attributable to higher interest expenses on lease liabilities[52](index=52&type=chunk)[55](index=55&type=chunk) [Income Tax](index=12&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Income%20Tax) The Group's income tax increased by **28.6%** year-on-year to **HK$0.9 million**, with the effective tax rate rising from **11.0%** to **12.8%**, mainly due to the absence of non-taxable non-recurring government subsidies in the current year Income Tax Overview | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Income Tax | 0.9 | 0.7 | 0.2 | 28.6 | | Effective Tax Rate | 12.8% | 11.0% | 1.8% | - | - The increase in the effective tax rate was primarily due to the absence of non-taxable non-recurring government subsidies for the year ended March 31, 2024[53](index=53&type=chunk)[56](index=56&type=chunk) [Net Profit](index=12&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Review_Net%20Profit) The Group's net profit slightly increased by **1.7%** to **HK$6.0 million**, but the net profit margin decreased by **0.2 percentage points** to **0.5%**, primarily due to a decline in gross profit margin and the absence of government subsidies Net Profit Overview | Metric | 2024 (HK$ million) | 2023 (HK$ million) | Change (HK$ million) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Net Profit | 6.0 | 5.9 | 0.1 | 1.7 | | Net Profit Margin | 0.5% | 0.7% | -0.2% | - | - The decrease in net profit margin was primarily due to the decline in gross profit margin and the absence of government subsidies for the year ended March 31, 2024[54](index=54&type=chunk)[57](index=57&type=chunk) [Employees and Remuneration Policies](index=13&type=section&id=Management%20Discussion%20and%20Analysis_Employees%20and%20Remuneration%20Policies) As of March 31, 2024, the Group had 212 employees with total staff costs of approximately **HK$96.6 million**, determining remuneration based on performance, qualifications, responsibilities, and market conditions, while offering various employee benefits and training Employee Headcount and Costs | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Full-time Employees | 210 | 226 | | Part-time Employees | 2 | 3 | | Total Employees | 212 | 229 | | Total Staff Costs (excluding Directors' emoluments) | HK$96.6 million | HK$93.5 million | - The Group determines individual employee remuneration based on factors such as performance, qualifications, merits, responsibilities, and market conditions[59](index=59&type=chunk)[63](index=63&type=chunk) - Employee benefits include provident fund contributions, medical insurance, annual leave, discretionary bonuses, and potential share options and share awards for eligible employees[59](index=59&type=chunk)[63](index=63&type=chunk) [Investments and Capital Commitments](index=13&type=section&id=Management%20Discussion%20and%20Analysis_Investments%20and%20Capital%20Commitments) As of March 31, 2024, the Group held no significant investments apart from equity in subsidiaries, made no material acquisitions or disposals of subsidiaries and associates, and had no significant capital commitments or future major investment plans - For the year ended March 31, 2024, the Company held no significant investments other than equity interests in its subsidiaries[60](index=60&type=chunk)[64](index=64&type=chunk) - For the year ended March 31, 2024, the Group made no material acquisitions or disposals of subsidiaries and associates[60](index=60&type=chunk)[64](index=64&type=chunk) - As of March 31, 2024, the Group had no plans for any significant investments or capital assets, nor any significant capital commitments[61](index=61&type=chunk)[62](index=62&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) [Financial Position and Liquidity](index=14&type=section&id=Management%20Discussion%20and%20Analysis_Financial%20Position%20and%20Liquidity) The Group primarily funds its liquidity through shareholder contributions, bank borrowings, and operating cash flow; as of March 31, 2024, it had a current ratio of **1.8 times**, a gearing ratio of **3.3%**, no outstanding bank borrowings, and appropriate bank facilities and asset pledges in place - The Group primarily funds its liquidity and capital requirements through shareholder contributions, bank borrowings, and net cash generated from operating activities[70](index=70&type=chunk)[75](index=75&type=chunk) Liquidity and Capital Structure | Metric | 2024 (HK$ million) | 2023 (HK$ million) | | :--- | :--- | :--- | | Pledged Deposits | 111.7 | 98.4 | | Cash and Bank Balances | 111.7 | 98.4 | | Current Ratio | 1.8 times | 2.5 times | | Lease Liabilities | 9.3 | 6.7 | | Gearing Ratio | 3.3% | 2.4% | - As of March 31, 2024, the Group had no outstanding bank borrowings[77](index=77&type=chunk)[82](index=82&type=chunk) - Bank facilities are secured by pledged deposits (approximately **HK$34.2 million**), life insurance policies (approximately **HK$10.2 million**), and corporate guarantees[78](index=78&type=chunk)[82](index=82&type=chunk) - The Group has minimal exposure to foreign exchange risk and does not need to arrange foreign currency hedging[69](index=69&type=chunk)[74](index=74&type=chunk) [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) This section details the company's commitment to high corporate governance standards, board structure, committee functions, and compliance with listing rules [Practices and Compliance](index=16&type=section&id=Corporate%20Governance%20Report_Practices%20and%20Compliance) The company is committed to maintaining high corporate governance standards and has complied with all applicable code provisions in Appendix C1 of the Listing Rules, except for the non-separation of the Chairman and Chief Executive roles - The company is committed to achieving and maintaining the highest standards of corporate governance, emphasizing transparency, accountability, and independence[86](index=86&type=chunk)[89](index=89&type=chunk) - For the year ended March 31, 2024, the company complied with all applicable code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules, except for the non-separation of the roles of Chairman and Chief Executive[87](index=87&type=chunk)[90](index=90&type=chunk) - Mr. Tsang Ka Yip serves concurrently as the Chairman of the Board and Chief Executive Officer, a structure the Board believes is most beneficial to the Group and its shareholders as a whole[88](index=88&type=chunk)[91](index=91&type=chunk) [Board of Directors](index=17&type=section&id=Corporate%20Governance%20Report_Board%20of%20Directors) The Board is responsible for setting the Group's overall strategy and overseeing management performance, comprising six directors, including three independent non-executive directors, in compliance with Listing Rules; it has adopted a diversity policy and will appoint at least one female board member by December 31, 2024 - The Board's primary responsibilities include formulating the Group's overall strategy, setting management objectives, and overseeing management performance[94](index=94&type=chunk)[96](index=96&type=chunk) - For the year ended March 31, 2024, the Board comprised three executive directors and three independent non-executive directors, with independent non-executive directors constituting half of the Board, in compliance with Listing Rules[97](index=97&type=chunk)[98](index=98&type=chunk)[102](index=102&type=chunk) Board and Committee Meeting Attendance (FY2024) | Director's Name | Board Meetings | Audit Committee Meetings | Nomination Committee Meetings | Remuneration Committee Meetings | 2023 AGM | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Tsang Ka Yip | 5/5 | N/A | 1/1 | 1/1 | 1/1 | | Mr. Tsang Tsz Him | 5/5 | N/A | N/A | N/A | 1/1 | | Mr. Tsang Tsz Kit | 5/5 | N/A | N/A | N/A | 1/1 | | Dr. Lau Chi Keung | 5/5 | 4/4 | 1/1 | N/A | 1/1 | | Mr. Chan Tim Yau | 5/5 | 4/4 | N/A | 1/1 | 1/1 | | Mr. Sze Kwok Wing | 5/5 | 4/4 | 1/1 | 1/1 | 1/1 | - Independent non-executive directors meet with the Chairman at least once a year without other directors present to ensure independent perspectives[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The Board has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, and professional experience[123](index=123&type=chunk)[125](index=125&type=chunk)[128](index=128&type=chunk) - The Board will appoint at least one female board member by December 31, 2024, to achieve its gender diversity objective[130](index=130&type=chunk)[134](index=134&type=chunk) [Board Committees](index=24&type=section&id=Corporate%20Governance%20Report_Board%20Committees) The company has established three Board Committees: Audit, Nomination, and Remuneration, each with clear terms of reference to assist the Board in overseeing specific matters and ensuring compliance with Listing Rules; these committees regularly convene to review important issues such as financial matters, director appointments, and remuneration - The Board has established an Audit Committee, a Nomination Committee, and a Remuneration Committee to assist the Board in overseeing specific areas of the Company's affairs and in discharging its responsibilities[140](index=140&type=chunk)[142](index=142&type=chunk) [Audit Committee](index=25&type=section&id=Corporate%20Governance%20Report_Board%20Committees_Audit%20Committee) The Audit Committee is primarily responsible for maintaining relations with auditors, reviewing financial information, overseeing financial reporting and risk management systems, and held four meetings in FY2024 to review annual and interim results, risk management, internal control systems, and recommend re-appointment of external auditors - The Audit Committee is primarily responsible for maintaining a relationship with the auditors, reviewing the company's financial information, overseeing the financial reporting system, risk management and internal control systems, and monitoring continuing connected transactions[145](index=145&type=chunk)[146](index=146&type=chunk) - The Audit Committee comprises three independent non-executive directors: Mr. Sze Kwok Wing (Chairman), Dr. Lau Chi Keung, and Mr. Chan Tim Yau[147](index=147&type=chunk) - In FY2024, four meetings were held to review the FY2023 annual results and report, the interim results and report for the six months ended September 30, 2023, and to discuss the re-appointment of external auditors and their remuneration[147](index=147&type=chunk) [Nomination Committee](index=26&type=section&id=Corporate%20Governance%20Report_Board%20Committees_Nomination%20Committee) The Nomination Committee is responsible for reviewing the Board's structure, identifying suitable director candidates, making recommendations on director appointments and succession planning, and assessing the independence of independent non-executive directors; in FY2024, it held one meeting to review Board composition, diversity, director appointments, and independence - The Nomination Committee's primary responsibilities include reviewing the structure, size, and composition of the Board at least annually, identifying individuals suitably qualified to become Board members, making recommendations on the appointment or re-appointment of directors and succession planning for directors, and assessing the independence of independent non-executive directors[149](index=149&type=chunk)[152](index=152&type=chunk) - The Nomination Committee comprises Dr. Lau Chi Keung (Chairman), Mr. Sze Kwok Wing, and Mr. Tsang Ka Yip[150](index=150&type=chunk)[153](index=153&type=chunk) - In FY2024, one meeting was held to review and consider the Board's composition and diversity, the appointment and re-appointment of directors, the annual independence of independent non-executive directors, and the succession plan for directors[151](index=151&type=chunk)[153](index=153&type=chunk) - Criteria for selecting director candidates include character and integrity, professional qualifications, skills, knowledge and experience, diversity aspects, potential contributions, time commitment, and other business and succession planning-related considerations[155](index=155&type=chunk) [Remuneration Committee](index=29&type=section&id=Corporate%20Governance%20Report_Board%20Committees_Remuneration%20Committee) The Remuneration Committee is responsible for recommending remuneration policies and structures for directors and senior management, and for determining, reviewing, and approving the remuneration packages of individual executive directors and senior management; in FY2024, it held one meeting to review and recommend remuneration proposals for executive directors and senior management - The Remuneration Committee is primarily responsible for making recommendations to the Board on the remuneration policy and structure for all directors and senior management of the Group, determining, recommending, considering, and approving the remuneration packages of individual executive directors and senior management, and reviewing and approving management's remuneration proposals[163](index=163&type=chunk)[167](index=167&type=chunk) - The Remuneration Committee comprises Mr. Chan Tim Yau (Chairman), Mr. Sze Kwok Wing, and Mr. Tsang Ka Yip, with a majority being independent non-executive directors[165](index=165&type=chunk)[168](index=168&type=chunk) - In FY2024, one meeting was held to review and make recommendations to the Board on the remuneration packages of individual executive directors and senior management members, as well as the remuneration of independent non-executive directors[166](index=166&type=chunk)[168](index=168&type=chunk) - The director remuneration policy aims to provide competitive yet not excessive remuneration packages, is reviewed annually, and requires shareholder approval[171](index=171&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) Senior Management Remuneration Range (FY2024) | Remuneration Range (HK$) | Number of Individuals | | :--- | :--- | | 0 to 1,000,000 | 3 | | 1,000,001 to 1,500,000 | 2 | [Independent Auditor's Remuneration](index=31&type=section&id=Corporate%20Governance%20Report_Independent%20Auditor's%20Remuneration) In FY2024, the total remuneration paid to external auditor Ernst & Young for audit and non-audit services amounted to **HK$1,338,000** Independent Auditor's Remuneration (FY2024) | Service Type | Amount (HK$ thousand) | | :--- | :--- | | Audit Services (Annual Audit) | 1,128 | | Non-Audit Services (Interim Review) | 200 | | Non-Audit Services (Others) | 10 | | **Total** | **1,338** | [Directors' and Auditor's Responsibility for the Financial Statements](index=31&type=section&id=Corporate%20Governance%20Report_Directors'%20and%20Auditor's%20Responsibility%20for%20the%20Financial%20Statements) All directors confirm their responsibility for preparing the Group's financial statements, external auditor Ernst & Young has made a statement regarding its reporting responsibilities, and there are no material uncertainties regarding the company's ability to continue as a going concern - All directors confirm their responsibility for preparing the Group's financial statements[181](index=181&type=chunk)[183](index=183&type=chunk) - The statement by auditor Ernst & Young regarding its reporting responsibilities for the Group's financial statements is set out in the Independent Auditor's Report on pages 138 to 146 of this annual report[181](index=181&type=chunk)[183](index=183&type=chunk) - There are no material uncertainties regarding any events or conditions that may cast significant doubt on the company's ability to continue as a going concern[182](index=182&type=chunk)[183](index=183&type=chunk) [Dividend Policy](index=32&type=section&id=Corporate%20Governance%20Report_Dividend%20Policy) The company adopted a dividend policy on January 21, 2019, where the Board will consider the Group's financial position, capital and debt levels, future cash needs, and market conditions to determine dividend distributions, aiming to balance shareholder interests with prudent capital management - The company adopted a dividend policy on January 21, 2019, aiming to ensure a balance between shareholder interests and prudent capital management[185](index=185&type=chunk)[186](index=186&type=chunk) - The Board will consider the Group's financial position, capital and debt levels, future cash requirements, business strategies, market conditions, and other appropriate factors when determining dividend amounts[186](index=186&type=chunk) - Final dividends are subject to shareholder approval at the Annual General Meeting, while interim and special dividends may be declared at the discretion of the Board[186](index=186&type=chunk) [Company Secretary](index=33&type=section&id=Corporate%20Governance%20Report_Company%20Secretary) Mr. Tang Siu Fung has served as Company Secretary since April 11, 2021, responsible for supporting the Board and advising on corporate governance matters, and has complied with Listing Rules training requirements - Mr. Tang Siu Fung was appointed as Company Secretary on April 11, 2021, responsible for providing support to the Board and ensuring its compliance with Board policies and procedures, and also for advising on corporate governance matters[188](index=188&type=chunk)[189](index=189&type=chunk) - Mr. Tang meets the qualification requirements for a company secretary under Rule 3.28 of the Listing Rules and complied with the training requirements under Rule 3.29 of the Listing Rules in FY2024[188](index=188&type=chunk)[189](index=189&type=chunk) [Communication with Shareholders and Shareholders' Rights](index=34&type=section&id=Corporate%20Governance%20Report_Communication%20with%20Shareholders%20and%20Shareholders'%20Rights) The company has a shareholder communication policy to facilitate timely, transparent, and accurate communication through general meetings, its website, and inquiry channels; shareholders have the right to convene extraordinary general meetings, nominate directors, and submit inquiries to the Board - The company has adopted a Shareholder Communication Policy to ensure timely, transparent, and accurate communication between shareholders and the company[202](index=202&type=chunk)[203](index=203&type=chunk) - General meetings are the primary channel for communication between shareholders and the Board, and shareholders are encouraged to attend in person or appoint a proxy[191](index=191&type=chunk)[194](index=194&type=chunk)[205](index=205&type=chunk) - Shareholders holding not less than one-tenth of the voting rights have the right to request the Board to convene an extraordinary general meeting[193](index=193&type=chunk)[195](index=195&type=chunk) - Shareholders may submit inquiries to the Chairman of the Board and the Company Secretary in writing[198](index=198&type=chunk)[200](index=200&type=chunk) [Investor Relations](index=36&type=section&id=Corporate%20Governance%20Report_Investor%20Relations) The company communicates with shareholders and the investment community through various channels, including general meetings, its website, and electronic communications, to ensure timely, transparent, and accurate information, with regular website updates - The company has adopted a Shareholder Communication Policy to ensure timely, transparent, and accurate communication between shareholders and the company[202](index=202&type=chunk)[203](index=203&type=chunk) - The company's website (www.wecon.com.hk) provides Group corporate information, corporate governance information, and the composition and functions of the Board and committees[209](index=209&type=chunk)[211](index=211&type=chunk) - Company communications (including annual reports, interim reports, notices of general meetings, etc.) are uploaded to the Stock Exchange and the company's website and sent to shareholders electronically[210](index=210&type=chunk)[211](index=211&type=chunk) [Internal Control and Risk Management](index=39&type=section&id=Corporate%20Governance%20Report_Internal%20Control%20and%20Risk%20Management) The Board regularly reviews the effectiveness of the Group's internal control and risk management systems; in FY2024, the Group engaged an external independent consultant to review internal control mechanisms and deemed the risk management and internal control systems effective and adequate, with strict regulations on handling and disseminating inside information - The Board is committed to regularly reviewing the Group's internal control and risk management systems to ensure their effectiveness and efficiency[218](index=218&type=chunk)[223](index=223&type=chunk) - In FY2024, the Group engaged an external independent internal control consultant to review internal control mechanisms and perform internal audit functions[219](index=219&type=chunk)[223](index=223&type=chunk) - The Audit Committee considers the Group's risk management and internal control systems to be effective and adequate[220](index=220&type=chunk)[223](index=223&type=chunk) - The Group has strict prohibitions against unauthorized use of confidential or inside information[221](index=221&type=chunk)[224](index=224&type=chunk) [Biographical Details of Directors and Senior Management](index=40&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the Group's executive directors, independent non-executive directors, and senior management, highlighting their experience and roles [Executive Directors](index=40&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_Executive%20Directors) Mr. Tsang Ka Yip serves as the Group's Chairman and CEO with over 45 years of construction industry experience; his son, Mr. Tsang Tsz Him, manages construction projects and daily operations, while Mr. Tsang Tsz Kit handles administration, IT, finance, and HR planning - Mr. Tsang Ka Yip (71 years old) is the Group's Chairman and Chief Executive Officer, with over 45 years of experience in civil engineering, building construction, and the construction industry[226](index=226&type=chunk)[228](index=228&type=chunk) - Mr. Tsang Tsz Him (42 years old) is responsible for the Group's overall construction project management and daily operations[236](index=236&type=chunk)[240](index=240&type=chunk) - Mr. Tsang Tsz Kit (37 years old) is responsible for the Group's overall administration, information systems, finance, and human resources planning[238](index=238&type=chunk)[240](index=240&type=chunk) [Independent Non-Executive Directors](index=43&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_Independent%20Non-Executive%20Directors) Dr. Lau Chi Keung, Mr. Chan Tim Yau, and Mr. Sze Kwok Wing serve as independent non-executive directors, bringing extensive experience in engineering, law, and business management, respectively, to provide independent advice to the Board - Dr. Lau Chi Keung (69 years old) has over 45 years of engineering experience and is a member of various engineering institutions and a Registered Professional Engineer[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[248](index=248&type=chunk)[250](index=250&type=chunk) - Mr. Chan Tim Yau (65 years old), a practicing solicitor, has over 38 years of professional legal experience[251](index=251&type=chunk)[252](index=252&type=chunk)[254](index=254&type=chunk) - Mr. Sze Kwok Wing (67 years old) has over 43 years of experience in business and administrative management, having worked at Ford Motor Company, Citibank, Morgan Stanley, and others[256](index=256&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk) [Senior Management](index=48&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_Senior%20Management) The Group's senior management includes Mr. Wu Wing Lun (Senior Project Manager), Mr. Ho Chi Ming (Project General Manager), Mr. Choi Ying Tung (Safety and Environmental Manager), Ms. Hui Pik Yu (Head of Human Resources and Administration), and Ms. Li Jingxia (Financial Controller), all possessing extensive experience in their respective professional fields and collectively responsible for the Group's daily operations and management - Mr. Wu Wing Lun (46 years old) is the Senior Project Manager of Wecon Limited, primarily responsible for the management and administration of various Group projects, with over 23 years of experience in civil engineering, building construction, and the construction industry[266](index=266&type=chunk)[267](index=267&type=chunk)[269](index=269&type=chunk) - Mr. Ho Chi Ming (62 years old) is the Project General Manager of Wecon Limited, primarily responsible for the management and administration of various Group projects, with over 39 years of experience in building construction and the construction industry[272](index=272&type=chunk)[273](index=273&type=chunk)[276](index=276&type=chunk) - Mr. Choi Ying Tung (49 years old) is the Safety and Environmental Manager of Wecon Limited, primarily responsible for the Group's safety and environmental management matters, with over 26 years of experience in civil engineering, building construction, and the construction industry[275](index=275&type=chunk)[277](index=277&type=chunk)[279](index=279&type=chunk)[282](index=282&type=chunk) - Ms. Hui Pik Yu (51 years old) is the Head of Human Resources and Administration of Wecon Limited, primarily responsible for the Group's administrative management and human resources matters, with over 26 years of experience in business management, human resources, and company secretarial affairs[284](index=284&type=chunk)[285](index=285&type=chunk)[287](index=287&type=chunk) - Ms. Li Jingxia (35 years old) is the Financial Controller of Wecon Limited, primarily responsible for the Group's financial management and compliance assurance matters, with over 13 years of experience in accounting, auditing, and finance[290](index=290&type=chunk)[291](index=291&type=chunk)[293](index=293&type=chunk) [Report of the Directors](index=53&type=section&id=Report%20of%20the%20Directors) This section outlines the company's principal activities, business review, financial results, dividend recommendations, and key relationships with stakeholders [Principal Activities and Business Review](index=53&type=section&id=Report%20of%20the%20Directors_Principal%20Activities%20and%20Business%20Review) The company's principal business is investment holding, with the Group primarily providing building construction and RMAA engineering services in Hong Kong; the business review and principal risks are detailed in the Chairman's Statement and Management Discussion and Analysis - The Company's principal business is investment holding; the Group, as a long-established general contractor in Hong Kong, is primarily engaged in providing (i) building construction services and (ii) renovation and maintenance engineering services in Hong Kong[296](index=296&type=chunk)[301](index=301&type=chunk) - The business review and principal risks are set out in the "Chairman's Statement" and "Management Discussion and Analysis" sections on pages 4 to 14 of this annual report[297](index=297&type=chunk)[302](index=302&type=chunk) [Results and Dividends](index=53&type=section&id=Report%20of%20the%20Directors_Results%20and%20Dividends) The Group's profit and financial position for the year ended March 31, 2024, are presented in the consolidated financial statements; the Board recommends a final dividend of **1.2 HK cents** per share, totaling **HK$9.6 million**, consistent with the previous year - The Group's profit for the year ended March 31, 2024, and its financial position as of that date are set out in the consolidated financial statements on pages 147 to 149 of this annual report[298](index=298&type=chunk)[303](index=303&type=chunk) Proposed Final Dividend | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Final Dividend Per Share | 1.2 HK cents | 1.2 HK cents | | Total Amount | HK$9.6 million | HK$9.6 million | - The proposed final dividend is subject to approval by shareholders at the 2024 Annual General Meeting to be held on August 16, 2024[299](index=299&type=chunk)[303](index=303&type=chunk) [Major Customers and Suppliers](index=54&type=section&id=Report%20of%20the%20Directors_Major%20Customers%20and%20Suppliers) In FY2024, the Group exhibited high reliance on its major customers and suppliers, with the top five customers accounting for **90.3%** of total revenue and the largest customer for **35.8%**; the top five subcontractors represented **35.1%** of total subcontracting costs, and the top five suppliers accounted for **72.8%** of total construction material purchases Major Customers, Subcontractors, and Suppliers Concentration (FY2024) | Category | 2024 (%) | 2023 (%) | | :--- | :--- | :--- | | Top 5 Customers' Contribution to Total Revenue | 90.3 | 74.1 | | Largest Customer's Contribution to Total Revenue | 35.8 | 31.0 | | Top 5 Subcontractors' Contribution to Total Subcontracting Costs | 35.1 | 24.0 | | Largest Subcontractor's Contribution to Total Subcontracting Costs | 10.6 | 6.0 | | Top 5 Suppliers' Contribution to Total Construction Material Purchases | 72.8 | 70.1 | | Largest Supplier's Contribution to Total Construction Material Purchases | 31.0 | 31.6 | - No director or their close associates or any shareholder holding more than 5% of the company's issued shares had any beneficial interest in the Group's top five customers, suppliers, or subcontractors[308](index=308&type=chunk)[311](index=311&type=chunk) [Relationship with Customers, Suppliers, Subcontractors and Employees](index=54&type=section&id=Report%20of%20the%20Directors_Relationship%20with%20Customers,%20Suppliers,%20Subcontractors%20and%20Employees) The Group is committed to maintaining active relationships with customers by delivering high-quality services, upholding an approved list of subcontractors and suppliers to ensure quality, and valuing employees as assets by providing competitive remuneration, benefits, and training; in FY2024, the Group had no significant disputes with any parties - The Group maintains active relationships with its customers, striving to deliver high-quality services on time[309](index=309&type=chunk)[312](index=312&type=chunk) - The Group maintains an approved list of subcontractors and suppliers based on experience, skills, workload, quotations, and quality assessments[310](index=310&type=chunk)[313](index=313&type=chunk) - The Group regards its employees as valuable assets, providing competitive remuneration, benefits, and continuous professional training[314](index=314&type=chunk)[319](index=319&type=chunk) - For the year ended March 31, 2024, there were no significant disputes or disagreements between the Group and its customers, subcontractors, suppliers, and employees[314](index=314&type=chunk)[319](index=319&type=chunk) [Compliance with Laws and Regulations](index=55&type=section&id=Report%20of%20the%20Directors_Compliance%20with%20Laws%20and%20Regulations) The Group prioritizes compliance with regulatory requirements and, in FY2024, adhered to relevant laws and regulations in all material aspects, with no significant breaches or non-compliance incidents - The Group understands the importance of regulatory compliance and the risks of non-compliance with applicable laws and regulations[316](index=316&type=chunk)[321](index=321&type=chunk) - For the year ended March 31, 2024, the Group complied in all material respects with relevant laws and regulations that have a significant impact on its business and operations, and there were no serious breaches or non-compliance with applicable laws and regulations[316](index=316&type=chunk)[321](index=321&type=chunk) [Charitable Contributions](index=55&type=section&id=Report%20of%20the%20Directors_Charitable%20Contributions) In FY2024, the Group's charitable contributions amounted to approximately **HK$188,000**, an increase from the previous year Charitable Contributions | Metric | 2024 (HK$) | 2023 (HK$) | | :--- | :--- | :--- | | Charitable Contributions | 188,000 | 134,000 | [Annual General Meeting and Register Closure](index=56&type=section&id=Report%20of%20the%20Directors_Annual%20General%20Meeting%20and%20Register%20Closure) The 2024 Annual General Meeting is scheduled for August 16, 2024; share transfer registration will be suspended from August 13 to 16 to determine eligibility for attendance and voting, and from August 22 to 23 to determine entitlement to the final dividend - The 2024 Annual General Meeting will be held on Friday, August 16, 2024[325](index=325&type=chunk)[328](index=328&type=chunk) - To determine the identity of shareholders entitled to attend and vote, the share transfer registration will be suspended from Tuesday, August 13, 2024, to Friday, August 16, 2024[326](index=326&type=chunk)[329](index=329&type=chunk) - To determine shareholders' entitlement to the final dividend, the share transfer registration will be suspended from Thursday, August 22, 2024, to Friday, August 23, 2024[327](index=327&type=chunk)[330](index=330&type=chunk) [Share Capital and Reserves](index=57&type=section&id=Report%20of%20the%20Directors_Share%20Capital%20and%20Reserves) There was no change in the company's authorized and issued share capital in FY2024; as of March 31, 2024, the company's distributable reserves amounted to approximately **HK$25.8 million** - For the year ended March 31, 2024, there was no change in the Company's authorized and issued share capital[332](index=332&type=chunk)[337](index=337&type=chunk) Overview of Share Capital | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Authorized Share Capital | 50,000 | 50,000 | | Issued and Fully Paid Share Capital | 8,000 | 8,000 | - As of March 31, 2024, the Directors considered that the Company's reserves available for distribution to shareholders, in accordance with the Companies Act (as amended) of the Cayman Islands, amounted to approximately **HK$25.8 million**[334](index=334&type=chunk)[339](index=339&type=chunk) [Share Option Scheme and Share Award Plan](index=57&type=section&id=Report%20of%20the%20Directors_Share%20Option%20Scheme%20and%20Share%20Award%20Plan) The company has a Share Option Scheme and a Share Award Plan designed to incentivize and retain talent; no share options have been granted since the scheme's adoption in 2019, and the Share Award Plan trust holds **6,796,000 shares** but has not yet granted any to eligible participants - The Share Option Scheme was adopted on January 21, 2019, to incentivize or reward eligible participants for their contributions to the Group and to recruit and retain outstanding employees[340](index=340&type=chunk)[341](index=341&type=chunk) - Since the adoption date and up to the date of this annual report, no share options have been granted, exercised, expired, cancelled, or lapsed under the Share Option Scheme[340](index=340&type=chunk)[341](index=341&type=chunk) - The Share Award Plan was adopted on July 31, 2020, to recognize and reward eligible participants for their contributions to the Group's growth and development, and to retain and attract talent[373](index=373&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk) - As of March 31, 2024, the trustee under the Share Award Plan held **6,796,000 shares**, but no shares have been granted to any eligible participants[385](index=385&type=chunk)[388](index=388&type=chunk) [Disclosure of Interests](index=65&type=section&id=Report%20of%20the%20Directors_Disclosure%20of%20Interests) As of March 31, 2024, Mr. Tsang Ka Yip beneficially owned **75%** of the company's shares through Triple Arch Limited, and his spouse, Ms. Lai Yuk Lin, was deemed to have the same interest; no other major shareholders held disclosable interests apart from the directors Directors' Long Position in the Company's Shares (March 31, 2024) | Director's Name | Capacity/Nature | Number of Shares Held (Long Position) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Tsang Ka Yip | Interest in controlled corporation | 600,000,000 | 75% | Major Shareholders' Interests in the Company's Shares (March 31, 2024) | Name | Nature of Interest | Number of Shares Held (Long Position) | Approximate Percentage of Company's Interest | | :--- | :--- | :--- | :--- | | Triple Arch | Beneficial owner | 600,000,000 | 75% | | Ms. Lai Yuk Lin | Spouse's interest | 600,000,000 | 75% | - The controlling shareholder confirmed compliance with the non-competition undertaking, and independent non-executive directors, after review, found no breaches in FY2024[401](index=401&type=chunk)[403](index=403&type=chunk) [Directors' Interests in Competing Business and Contracts](index=67&type=section&id=Report%20of%20the%20Directors_Directors'%20Interests%20in%20Competing%20Business%20and%20Contracts) In FY2024, no director or their close associates held any interest in businesses competing with the Group, nor did any director have a material interest in any significant contracts of the Group - For the year ended March 31, 2024, no director or their close associates had any interest in any business that directly or indirectly competes or may compete with the Group's business[407](index=407&type=chunk)[410](index=410&type=chunk) - As of March 31, 2024, or at any time during the year ended on that date, no director or their associated entities had a material interest in any significant contract entered into by the Company, its holding company, or any of its subsidiaries relating to the Group's business[412](index=412&type=chunk)[417](index=417&type=chunk) [Retirement Benefit Schemes](index=69&type=section&id=Report%20of%20the%20Directors_Retirement%20Benefit%20Schemes) The Group operates a Mandatory Provident Fund (MPF) scheme, with total contributions of approximately **HK$3.3 million** in FY2024, and no forfeited contributions available to reduce existing contribution levels - The Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (MPF Scheme), with contributions calculated as a percentage of employees' basic salaries[421](index=421&type=chunk)[426](index=426&type=chunk) Retirement Benefit Scheme Contributions | Metric | 2024 (HK$ million) | 2023 (HK$ million) | | :--- | :--- | :--- | | Total Contributions | 3.3 | 3.4 | - For the year ended March 31, 2024, the Group had no forfeited contributions available to reduce existing contribution levels[422](index=422&type=chunk)[426](index=426&type=chunk) [Connected and Related Party Transactions](index=69&type=section&id=Report%20of%20the%20Directors_Connected%20and%20Related%20Party%20Transactions) In FY2024, the Group did not enter into any connected transactions or continuing connected transactions as defined by the Listing Rules; significant related party transactions are disclosed in Note 29 to the financial statements, but none constitute connected transactions under the Listing Rules - For the year ended March 31, 2024, the Group did not enter into any connected transactions or continuing connected transactions (as defined in Chapter 14A of the Listing Rules)[424](index=424&type=chunk)[428](index=428&type=chunk) - Significant related party transactions are set out in Note 29 to the consolidated financial statements, but none of these related party transactions constitute connected transactions or continuing connected transactions under the Listing Rules[425](index=425&type=chunk)[429](index=429&type=chunk) [Equity-Linked Agreement and Public Float](index=70&type=section&id=Report%20of%20the%20Directors_Equity-Linked%20Agreement%20and%20Public%20Float) Apart from the Share Option Scheme and Share Award Plan, the company did not enter into any other equity-linked agreements in FY2024, nor did it purchase, sell, or redeem any listed securities; the company maintained a public float of at least **25%** - Other than the Share Option Scheme and the Share Award Plan, the Company did not enter into any equity-linked agreements for the year ended March 31, 2024[432](index=432&type=chunk)[438](index=438&type=chunk) - For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any shares[433](index=433&type=chunk)[439](index=439&type=chunk) - The company maintained a public float of at least **25%** of its issued shares as required by the Listing Rules during FY2024 and up to the date of this annual report[434](index=434&type=chunk)[440](index=440&type=chunk) [Permitted Indemnity Provision](index=70&type=section&id=Report%20of%20the%20Directors_Permitted%20Indemnity%20Provision) The company's articles of association stipulate that directors are entitled to indemnification, and appropriate insurance has been arranged for potential liabilities of directors and officers - The Company's articles of association stipulate that every director shall be indemnified out of the assets and profits of the Company against all actions, costs, charges, losses, damages, and expenses which they may incur or sustain in the execution of their duties, to the extent permitted by law[435](index=435&type=chunk)[441](index=441&type=chunk) - For the year ended March 31, 2024, the Company had arranged appropriate insurance coverage for the liabilities of directors and officers arising from corporate activities[436](index=436&type=chunk)[442](index=442&type=chunk) [Events After Reporting Period and Auditor](index=71&type=section&id=Report%20of%20the%20Directors_Events%20After%20Reporting%20Period%20and%20Auditor) No significant disclosable events occurred after March 31, 2024, up to the date of this annual report; Ernst & Young will retire at the 2024 Annual General Meeting, and a resolution for their re-appointment will be proposed - No significant disclosable events occurred after March 31, 2024, and up to the date of this annual report[445](index=445&type=chunk)[450](index=450&type=chunk) - Ernst & Young will retire as the Company's auditor at the 2024 Annual General Meeting, and a resolution concerning their re-appointment as the Company's auditor will be proposed at the 2024 Annual General Meeting[446](index=446&type=chunk)[451](index=451&type=chunk) [Environmental, Social and Governance Report](index=72&type=section&id=Environmental,%20Social%20and%20Governance%20Report) This report details the Group's commitment to sustainable development, its ESG governance structure, stakeholder engagement, environmental performance, social aspects, and operational practices [Board Statement and ESG Governance Structure](index=72&type=section&id=Environmental,%20Social%20and%20Governance%20Report_Board%20Statement%20and%20ESG%20Governance%20Structure) The Board is committed to supporting the Group's sustainable development, overseeing the formulation and implementation of ESG strategies, and assessing related risks; an ESG working group handles daily execution and reports regularly to the Board, with clear short-term and long-term sustainability goals established - The Board is committed to actively supporting the Group's commitment to environmental and social responsibilities, overseeing the development and implementation of ESG strategies, and assessing and identifying ESG-related risks[454](index=454&type=chunk)[455](index=455&type=chunk)[457](index=457&type=chunk)[458](index=458&type=chunk) - The Board has delegated day-to-day execution responsibilities to the ESG Working Group, which comprises senior management and core members from various departments, responsible for facilitating the integration of ESG strategies and policies[489](index=489&type=chunk)[492](index=492&type=chunk) - The Group has established clear short-term and long-term sustainable development goals and guidelines, and continuously implements emission reduction measures in accordance with government regulations[455](index=455&type=chunk)[457](index=457&type=chunk) [About This Report](index=73&type=section&id=Environmental,%20Social%20and%20Governance%20Report_About%20This%20Report) This is the Group's fourth Environmental, Social and Governance Report, covering the period from April 1, 2023, to March 31, 2024, disclosing the Group's ESG policies, measures, and performance in building construction and RMAA engineering services in Hong Kong, with a reporting scope covering approximately **90%** of total revenue - This report is the fourth Environmental, Social and Governance Report of Wecon Holdings Limited, covering the period from April 1, 2023, to March 31, 2024[461](index=461&type=chunk)[462](index=462&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk) - The report discloses the Group's ESG policies and initiatives in providing building construction services and RMAA engineering services in Hong Kong, with the reporting scope covering approximately **90%** of the Group's total revenue for 2023/2024[463](index=463&type=chunk)[464](index=464&type=chunk)[468](index=468&type=chunk) - The report is prepared in accordance with the ESG Reporting Guide set out in Appendix C2 of the Listing Rules and adheres to the principles of materiality, quantitative disclosure, balance, and consistency[470](index=470&type=chunk)[471](index=471&type=chunk)[473](index=473&type=chunk)[474](index=474&type=chunk) [Stakeholder Engagement and Materiality Assessment](index=77&type=section&id=Environmental,%20Social%20and%20Governance%20Report_Stakeholder%20Engagement%20and%20Materiality%20Assessment) The Group maintains continuous communication with stakeholders (including government, shareholders, suppliers, customers, communities, and employees) through various channels and identified 12 most relevant sustainability issues via a materiality assessment to guide ESG decision-making - The Group communicates with stakeholders through channels such as general meetings, annual reports, websites, emails, review meetings, customer communication meetings, community programs, donations, and employee communication meetings[497](index=497&type=chunk)[498](index=498&type=chunk) - Key stakeholder expectations include compliance with laws and regulations, returns, ethical operations, health and safety, improving the community environment, and occupational health[497](index=497&type=chunk)[498](index=498&type=chunk) - The Group identifies reporting disclosure issues through internal and external materiality assessments and identified 12 most relevant sustainability issues in 2024[499](index=499&type=chunk)[501](index=501&type=chunk) [Environmental Aspects](index=82&type=section&id=Environmental,%20Social%20and%20Governance%20Report_Environmental%20Aspects) The Group is committed to environmental protection, having implemented ISO 14001:2015 and ISO 50001:2018 certified environmental and energy management systems; it aims to reduce air emissions, energy consumption, water usage, and waste disposal by **3%** by 2026/2027 and achieve carbon neutrality in Hong Kong by 2050 - The Group has implemented an Environmental Management System (ISO 14

2024年 2023年 附註 千港元 千港元 非流動資產 物業、廠房及設備 7,055 9,271 使用權資產 9,515 7,021 按公允值計入損益的金融資產 12,805 13,383 預付款項及按金 10,536 4,123 非流動資產總額 39,911 33,798 流動資產 合約資產及貿易應收款項 10 389,692 251,761 預付款項、按金及其他應收款項 33,917 57,013 按公允值計入損益的金融資產 19,010 13,735 抵押存款 34,190 34,190 現金及銀行結餘 77,467 64,226 流動資產總額 554,276 420,925 流動資產淨額 242,343 251,232 總權益 278,329 281,846 附註 總資產減流動負債 282,254 285,030 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，概不對因本公告全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Wecon Holdings Limited 偉工控股有限公司 （於開曼群島註冊 ...

Project and Contract Overview - As of September 30, 2023, the Group had nine major projects on hand with an awarded contract sum of HK$10.0 million or above[10]. - During the six months ended September 30, 2023, the Group completed four major projects with an awarded contract sum of HK$10.0 million or above[10]. - The Group was awarded two sizeable contracts during the same period, with an aggregate contract sum of approximately HK$546.7 million[11]. Business Strategy and Market Outlook - The Group aims to diversify its customer base and enhance its reputation by ensuring timely project completion with high quality[11]. - The management remains prudently optimistic about the prospects of the construction industry in Hong Kong[11]. - The Group plans to invest in building construction-related services to enhance capabilities and provide synergies to existing business[12]. - The Group believes that building information modeling services can differentiate it from competitors by providing innovative technical solutions[12]. - The Group is committed to maintaining high quality and workmanship in its services[12]. Financial Performance - The Group's revenue increased by approximately HK$43.0 million or approximately 9.5%, from approximately HK$451.4 million for the six months ended September 30, 2022, to approximately HK$494.4 million for the six months ended September 30, 2023[20][24]. - Revenue from building construction services decreased by approximately HK$1.4 million or approximately 0.4%, from approximately HK$315.0 million to approximately HK$313.6 million during the same period[21][25]. - Revenue from RMAA works services increased by approximately HK$44.4 million or approximately 32.6%, from approximately HK$136.4 million to approximately HK$180.8 million[22][26]. - The cost of sales increased by approximately HK$41.5 million or approximately 9.6%, from approximately HK$430.7 million to approximately HK$472.2 million[28][31]. - The gross profit increased by approximately HK$1.5 million or approximately 7.2%, from approximately HK$20.7 million to approximately HK$22.2 million[29][32]. - The gross profit margin slightly decreased from approximately 4.6% to approximately 4.5%[29][32]. - The gross profit from building construction services increased by approximately HK$0.3 million or approximately 2.2%, with a gross profit margin increase from approximately 4.4% to approximately 4.5%[30][33]. - The gross profit from RMAA works services increased by approximately HK$1.1 million or approximately 15.7%, but the gross profit margin decreased from approximately 5.1% to approximately 4.5%[35][38]. - Other income and gains decreased by approximately HK$1.9 million or approximately 32.8%, from approximately HK$5.8 million to approximately HK$3.9 million[36]. - Administrative and other operating expenses decreased by approximately HK$1.1 million or approximately 4.5%, from approximately HK$24.2 million to approximately HK$23.1 million[37]. Taxation and Profitability - The income tax expense was approximately HK$0.6 million for the six months ended September 30, 2023, compared to an income tax credit of approximately HK$0.2 million for the six months ended September 30, 2022, resulting in an effective tax rate of approximately 22.1%[43]. - Net profit decreased by approximately HK$0.4 million or approximately 15.4% from approximately HK$2.6 million for the six months ended September 30, 2022 to approximately HK$2.2 million for the six months ended September 30, 2023[44]. Financial Position and Liquidity - As at 30 September 2023, the Group had pledged deposits and cash and cash equivalents of approximately HK$75.3 million, down from approximately HK$98.4 million as at 31 March 2023[60]. - The current ratio of the Group was approximately 2.2 times as at 30 September 2023, compared to approximately 2.5 times as at 31 March 2023[60]. - As at 30 September 2023, the Group had no outstanding bank borrowings, and lease liabilities amounted to approximately HK$7.2 million[66]. - The Group's banking facilities were secured by pledged deposits of approximately HK$34.2 million and a life insurance policy of approximately HK$10.1 million[67]. - As of September 30, 2023, the gearing ratio of the Group was approximately 2.6%, an increase from 2.4% as of March 31, 2023[69][71]. - The Group had lease liabilities of approximately HKD 7.2 million as of September 30, 2023, compared to HKD 6.7 million as of March 31, 2023[70]. - The Group has no outstanding bank borrowings as of September 30, 2023, consistent with March 31, 2023[70]. Shareholder Information and Corporate Governance - The Board has resolved not to declare any interim dividend for the six months ended September 30, 2023, the same as the previous year[87][89]. - The number of share options available for grant under the Share Option Scheme remained at 80,000,000 as of September 30, 2023[91]. - No share options have been granted or exercised under the Share Option Scheme since its adoption on January 21, 2019[91]. - The Group has complied with all applicable code provisions of the Corporate Governance Code during the reporting period, except for the separation of the roles of Chairman and CEO[74][75]. - The Board consists of six Directors, including three executive Directors and three independent non-executive Directors, maintaining compliance with Listing Rules[81][84]. - The Group has recognized the importance of compliance with regulatory requirements and has adhered to relevant laws and regulations without any material breaches[86][88]. Stock Options and Share Awards - As of September 30, 2023, the number of stock options available for grant under the stock option plan was 80,000,000, representing 10% of the issued shares[94]. - No stock options were granted, exercised, expired, canceled, or lapsed under the stock option plan from its adoption date until September 30, 2023[94]. - As of September 30, 2023, the trustee held 6,796,000 shares under the share award plan, with no shares granted to eligible participants[95]. - No shares have been granted, vested, canceled, or lapsed under the share award plan since its adoption date until September 30, 2023[95]. Major Shareholders - Mr. KY Tsang holds a long position of 600,000,000 shares, representing 75% of the company's shareholding[100]. - Triple Arch Limited, which is 100% beneficially owned by Mr. KY Tsang, holds 600,000,000 shares, also representing 75% of the company's shareholding[106]. - Ms. Lai Yuk Lin, Eliza, holds an interest in 600,000,000 shares through her spouse, Mr. KY Tsang, representing 75% of the company's shareholding[106]. Related Party Transactions - No connected transactions or continuing connected transactions were entered into by the Group during the six months ended September 30, 2023[113]. - There were no significant contracts related to the Group's business involving any Director or their connected entities as of September 30, 2023[112]. - The Company and its subsidiaries did not purchase, sell, or redeem any shares during the six months ended September 30, 2023[115]. Cash Flow and Investments - Net cash flows used in operating activities improved to HK$4,648,000 in 2023 from HK$14,526,000 in 2022, indicating a reduction of 68.1%[149]. - The company reported a net cash flow used in investing activities of HK$1,370,000, a significant improvement from HK$10,261,000 in the previous year, showing a reduction of 86.6%[150]. - The principal portion of lease payments decreased to HK$2,335,000 from HK$3,454,000, a decrease of 32.5%[150]. - Cash generated used in operations was reported at HK$4,524,000, an improvement from HK$14,445,000 in the previous year, indicating a reduction of 68.7%[149]. Financial Statements and Accounting Policies - The interim financial information has been reviewed by the audit committee of the Board, ensuring compliance with relevant accounting standards[123]. - The financial statements of the subsidiaries are prepared for the same reporting period as the Company, ensuring consistent accounting policies[164]. - The Group's accounting policies remain consistent with those applied in the preparation of the annual consolidated financial statements for the year ended 31 March 2023, with no significant impact from new HKFRSs adopted[169]. - Segment results, assets, and liabilities for the six months ended 30 September 2023 and 2022 are provided for resource allocation and performance assessment[174]. Asset and Liability Overview - Total assets as of September 30, 2023, amounted to HK$473,455,000, an increase from HK$454,723,000 as of March 31, 2023[180]. - Total liabilities increased to HK$198,935,000 from HK$172,877,000, indicating a rise of 15.1%[180]. - Segment assets for construction contracts rose to HK$263,779,000 from HK$229,408,000, reflecting an increase of 15.0%[180]. - Segment liabilities for RMAA works increased to HK$40,527,000 from HK$38,920,000, a rise of 4.0%[180]. - Total non-current assets increased to HK$37,215,000 as of September 30, 2023, up from HK$33,798,000 on March 31, 2023, representing an increase of 10.4%[141]. - Current assets totaled HK$436,240,000 as of September 30, 2023, compared to HK$420,925,000 on March 31, 2023, reflecting a growth of 3.6%[141]. - Net current assets decreased to HK$240,411,000 as of September 30, 2023, down from HK$251,232,000 on March 31, 2023, a decline of 4.3%[141]. - Total equity attributable to equity holders of the Company decreased to HK$274,520,000 as of September 30, 2023, from HK$281,846,000 on March 31, 2023, a decrease of 2.6%[142]. Employee and Operational Expenses - Total staff costs (excluding Directors' remuneration) were approximately HK$46.9 million and HK$45.0 million for the six months ended September 30, 2023 and 2022, respectively[49]. - For the six months ended September 30, 2023, employee benefit expenses (excluding directors' remuneration) totaled HK$46,940,000, an increase of 4.4% from HK$44,959,000 in 2022[196]. - The employee benefit expense included in cost of sales was HK$38,182,000, compared to HK$36,346,000 in 2022, reflecting a growth of 5.1%[196]. - Administrative and other operating expenses decreased by approximately HK$1.1 million or approximately 4.5%, from approximately HK$24.2 million to approximately HK$23.1 million[37].

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，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 Wecon Holdings Limited 偉工控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1793） 截至2023年9月30日止六個月的 中期業績公告 財務摘要 • 收益由截至2022年9月30日止六個月約451.4百萬港元增加至截至2023年9月30日止六個月約 494.4百萬港元，增幅約43.0百萬港元或約9.5%。 • 毛利由截至2022年9月30日止六個月約20.7百萬港元增加至截至2023年9月30日止六個月約 22.2百萬港元，增幅約1.5百萬港元或約7.2%。 • 毛利率由截至2022年9月30日止六個月約4.6%輕微下跌至截至2023年9月30日止六個月約 4.5%。 • 本公司權益持有人應佔溢利由截至2022年9月30日止六個月約2.6百萬港元減少至截至2023 年9月30日止六個月約2.2百萬港元，減幅約0.4百萬港元或約15.4%。 ...

Financial Performance - The revenue of Wecon Holdings Limited decreased by approximately HK$283.7 million or approximately 24.6%, from approximately HK$1,152.7 million for the year ended March 31, 2022, to approximately HK$869.0 million for the year ended March 31, 2023[7]. - The profit attributable to equity holders for the year ended March 31, 2023, was approximately HK$5.9 million, a decrease of approximately HK$8.3 million compared to the previous year[7]. - Revenue from building construction services decreased by approximately HK$426.0 million or approximately 43.2%, from approximately HK$986.7 million to approximately HK$560.7 million during the same period[32]. - Revenue from RMAA works services increased by approximately HK$142.3 million or approximately 85.7%, from approximately HK$166.0 million to approximately HK$308.3 million[33]. - The cost of sales decreased by approximately HK$269.0 million or approximately 24.5%, from approximately HK$1,099.0 million to approximately HK$830.0 million[38]. - The gross profit decreased by approximately HK$14.7 million or approximately 27.4%, from approximately HK$53.7 million to approximately HK$39.0 million[39]. - The gross profit margin for the Group was approximately 4.5% for the year ended March 31, 2023, compared to 4.7% for the previous year, representing a decrease of approximately 0.2 percentage points[39]. - The net profit of the group decreased by approximately HK$8.3 million or about 58.5%, from approximately HK$14.2 million to approximately HK$5.9 million[54]. - Other income and gains increased by approximately HK$5.9 million or about 80.8%, from approximately HK$7.3 million to approximately HK$13.2 million[46]. - Administrative and other operating expenses rose by approximately HK$1.1 million or about 2.5%, from approximately HK$44.3 million to approximately HK$45.4 million[47]. - Finance costs increased by approximately HK$51,000 or about 39.5%, from approximately HK$129,000 to approximately HK$180,000[52]. - Income tax decreased by approximately HK$1.6 million or about 69.6%, from approximately HK$2.3 million to approximately HK$0.7 million[53]. Contracts and Projects - The Group was awarded three sizeable contracts for redevelopment projects from new customers with an aggregate contract sum of approximately HK$1.5 billion during the year[8]. - An additional sizeable contract with a contract sum of approximately HK$500 million was awarded to the Group after March 31, 2023[8]. - As of March 31, 2023, the Group had 11 major projects on hand with an awarded contract sum of HK$10.0 million or above[21]. - The Group completed five major projects with an awarded contract sum of HK$10.0 million or above during the year ended March 31, 2023[21]. Strategic Plans and Industry Outlook - The Group plans to invest in building construction-related services to enhance capabilities and provide synergies to existing business[14]. - The management remains prudently optimistic about the prospects of the construction industry in Hong Kong[8]. - The Group aims to diversify its customer base and improve competitiveness through timely project completion and cost-effective measures[8]. - Building information modeling services are seen as a differentiator for the Group, providing creative technical solutions to customers[14]. Governance and Board Structure - The Board consists of six directors, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure[100]. - Mr. Tsang Ka Yip serves as both Chairman and CEO, a decision deemed beneficial for the Group and its shareholders[95]. - Independent non-executive directors (INEDs) represent at least one-third of the Board, ensuring sufficient independence to safeguard shareholder interests[102]. - The Board's key responsibilities include formulating overall strategies and supervising management performance[99]. - The Company believes all INEDs meet the independence guidelines set out in the Listing Rules[103]. - The Board aims to appoint at least three independent non-executive Directors, ensuring that at least one-third of the Board members are independent[114]. - The Nomination Committee is mandated to assess the independence of all independent non-executive Directors annually, adhering to the independence criteria set out in the Listing Rules[117]. Diversity and Inclusion - The Board Diversity Policy aims to enhance performance quality through diversity, considering factors such as gender, age, cultural background, and professional experience[127]. - As of 31 March 2023, the Board had no female members, and plans to appoint at least one female Board member by 31 December 2024 to meet gender diversity requirements[134]. - The Board aspires to achieve gender parity and ensure a balance of Directors with experience in the Group's core markets and diverse ethnic backgrounds[135]. - The Group maintains a commitment to fair employment practices, prohibiting discrimination based on gender, religion, race, disability, or age[141]. - The Board recognizes the need for diversity and plans to maintain a balance of gender diversity in the workforce in the foreseeable future[143]. Financial Management and Remuneration - The total staff costs (excluding Directors' remuneration) were approximately HK$93.5 million and HK$92.9 million for the years ended 31 March 2023 and 2022, respectively[59]. - The Group's remuneration policy aims to provide competitive but not excessive remuneration packages to attract and retain quality staff[175]. - Directors' remuneration includes fixed salary or service fee and variable components, benchmarked against comparable companies[176]. - The remuneration of Directors is reviewed annually and subject to Shareholders' approval[176]. - The total remuneration paid to the external auditor, Ernst & Young, for audit services was HK$1,070,000, while non-audit services amounted to HK$210,000, bringing the total to HK$1,280,000[185]. Shareholder Communication and Meetings - The upcoming annual general meeting is scheduled for August 18, 2023, providing an opportunity for shareholder communication[197]. - There are no material uncertainties that may cast significant doubt on the company's ability to continue as a going concern[190]. - The board may call an extraordinary general meeting if shareholders holding at least one-tenth of the voting rights request it[198]. - Shareholders holding at least 10% of voting rights can request a special general meeting[200]. - The board must convene the meeting within two months of the request[200]. - If the board fails to convene within 21 days, the requesting shareholders can call the meeting themselves[200]. - Reasonable expenses incurred due to the board's failure to convene will be reimbursed by the company[200].

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 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Wecon Holdings Limited 偉工控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1793） 截至2023年3月31日止年度的年度業績公告 財務摘要 • 收益由截至2022年3月31日止年度約1,152.7百萬港元減少至截至2023年3月31日止年 度約869.0百萬港元，減幅約283.7百萬港元或約24.6%。 • 毛利由截至2022年3月31日止年度約53.7百萬港元減少至截至2023年3月31日止年度 約39.0百萬港元，減幅約14.7百萬港元或約27.4%。 • 毛利率由截至2022年3月31日止年度約4.7%下跌至截至2023年3月31日止年度約 4.5%。 • 本公司權益持有人應佔溢利由截至2022年3月31日止年度約14.2百萬港元減少至截至 2023年3月31日止年度約5.9百萬港元，減幅約8.3百萬港元或約58.5%。 ...

Project and Contract Management - The Group had eight major projects on hand with an awarded contract sum of HK$10.0 million or above as of September 30, 2022[10]. - During the six months ended September 30, 2022, the Group completed five major projects with an awarded contract sum of HK$10.0 million or above[10]. - In July 2022, Wecon Construction was admitted to Group C on probation, allowing it to tender for contracts exceeding HK$400 million, with a probationary limit of HK$1.5 billion[13]. - Subsequent to September 30, 2022, the Group was awarded two sizeable contracts for re-development projects with an aggregate contract sum of approximately HK$1 billion[14]. - The Group's indirect wholly-owned subsidiary, Wei Gong Construction, was included in the approved public works contractor list, allowing it to bid for contracts over HK$400 million[16]. - The Group secured two large contracts for reconstruction projects totaling approximately HK$1 billion after September 30, 2022[16]. Financial Performance - The Group's revenue decreased by approximately HK$87.0 million or approximately 16.2%, from approximately HK$538.4 million for the six months ended September 30, 2021, to approximately HK$451.4 million for the six months ended September 30, 2022[24][28]. - Revenue from building construction services decreased by approximately HK$173.8 million or approximately 35.6%, from approximately HK$488.8 million to approximately HK$315.0 million during the same period[25][29]. - Revenue from RMAA works services increased significantly by approximately HK$86.8 million or approximately 175.0%, from approximately HK$49.6 million to approximately HK$136.4 million[26][30]. - The gross profit decreased by approximately HK$13.4 million or approximately 39.3%, from approximately HK$34.1 million to approximately HK$20.7 million[35]. - The gross profit margin decreased from approximately 6.3% to approximately 4.6%, representing a decrease of approximately 1.7 percentage points[35]. - The net profit of the Group decreased by approximately HK$11.0 million or approximately 80.9%, from approximately HK$13.6 million for the six months ended September 30, 2021 to approximately HK$2.6 million for the six months ended September 30, 2022[49]. - Profit before tax decreased significantly to HK$2,322,000, a decline of 85.5% from HK$15,948,000 in the prior period[135]. - The company reported a profit for the period of HK$2,571,000, compared to HK$13,576,000 in the prior year, marking a decline of around 81.0%[172]. Cost Management - The cost of sales decreased by approximately HK$73.5 million or approximately 14.6%, from approximately HK$504.2 million to approximately HK$430.7 million[32][33]. - The gross profit of building construction services decreased by approximately HK$23.5 million or approximately 63.2%, from approximately HK$37.2 million for the six months ended 30 September 2021 to approximately HK$13.7 million for the six months ended 30 September 2022[36]. - The gross profit margin of building construction services decreased from approximately 7.6% for the six months ended 30 September 2021 to approximately 4.4% for the six months ended 30 September 2022[38]. - The gross profit of RMAA works services was approximately HK$7.0 million for the six months ended 30 September 2022, compared to a gross loss of approximately HK$3.1 million for the six months ended 30 September 2021[41]. Operational Challenges - The COVID-19 pandemic has created challenges, causing delays in raw material delivery and project progress, but the Group has taken measures to maintain construction works[10]. - The management will continuously monitor the pandemic's impact on the Group's business and financial performance[10]. Corporate Governance - The Group's commitment to corporate governance emphasizes transparency, accountability, and independence, with compliance to applicable code provisions[75]. - The Board comprises six directors, including three executive directors and three independent non-executive directors, ensuring compliance with the Listing Rules[86]. - The Group emphasizes transparency, accountability, and independence in its corporate governance practices[81]. - The Chairman and CEO roles are held by Mr. Tsang Ka Yip, which the Board believes is beneficial given his experience and knowledge of the industry[79]. Employee and Staff Costs - The total staff costs (excluding Directors' remuneration) of the Group were approximately HK$45.0 million for the six months ended September 30, 2022, compared to HK$42.8 million for the six months ended September 30, 2021[54]. - The Group's total employee count as of September 30, 2022, was 213 full-time employees, a decrease from 223 full-time employees as of September 30, 2021[57]. - The Group's profit before tax for the six months ended September 30, 2022, included employee benefit expenses of HK$43,387,000, an increase from HK$41,075,000 in 2021[198]. Cash Flow and Liquidity - The Group's current ratio as of September 30, 2022, was approximately 2.2 times, an increase from 2.1 times as of March 31, 2022[60]. - The Group had no outstanding bank borrowings as of September 30, 2022, and lease liabilities amounted to approximately HK$6.6 million, down from HK$7.9 million as of March 31, 2022[65]. - The gearing ratio as of September 30, 2022, was approximately 2.4%, a decrease from 2.8% as of March 31, 2022[68]. - Cash and bank balances decreased to HK$24,574,000 from HK$64,884,000 as of March 31, 2022[137]. - The company reported a net decrease in cash and cash equivalents of HK$37,777,000 compared to HK$78,172,000 in the prior period, showing a reduction in cash outflow[146]. Shareholder Information - The Board has resolved not to declare any interim dividend for the six months ended September 30, 2022, consistent with the previous year[91]. - The company paid dividends amounting to HK$9,536,000 to shareholders during the period, impacting retained earnings[142]. - The company did not purchase, sell, or redeem any shares during the six months ended September 30, 2022[116]. Future Outlook - The management remains prudently optimistic about the prospects of the construction industry in Hong Kong[14]. - The Group plans to invest in building construction-related services to enhance capabilities and provide synergies to existing business[15]. - The Group aims to differentiate itself through building information modeling services, providing creative technical solutions to customers[15].