董事会进一步宣布，董事会建议于2025年9月5日于股东周年大会上委任赵昌盛先生及徐兆鸿先生为独立 非执行董事。 于股东周年大会结束后，倘获选任，赵先生将担任薪酬委员会主席以及审核委员会及提名委员会成员; 及徐先生将担任审核委员会成员。 于股东周年大会结束后，梁荣进先生将不再担任董事会薪酬委员会主席以及董事会审核委员会及董事会 提名委员会成员;及严兵博士将不再担任审核委员会成员。 智通财经APP讯，标准发展集团(01867)发布公告，于2025年9月5日，梁荣进先生已通知公司，彼拟于应 届股东周年大会上退任独立非执行董事，且不会重选连任;及严兵博士已通知公司，彼拟于应届股东周 年大会上退任独立非执行董事，且不会重选连任。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通告全部或任何部份內容 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。 Standard Development Group Limited 標準發展集團有限公司 （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1867） 股東週年大會通告 茲通告標準發展集團有限公司（「本公司」）謹訂於2025年9月30日（星期二）上午十時正假座 香港皇后大道中181號新紀元廣場21樓舉行股東週年大會（「大會」），以考慮並酌情通過（不 論有否修訂）下列決議案： (d) 就本決議案而言，「有關期間」指由本決議案獲通過之時起至下列最早一項止期間： (i) 本公司下屆股東週年大會結束時；或 (ii) 組織章程細則或開曼群島任何適用法律規定本公司須舉行下屆股東週年大 會的期限屆滿時；或 (iii) 本公司股東於股東大會上以普通決議案方式撤回或修改根據本決議案給予 的授權當日。 (a) 在本決議案(c)段的規限下，一般及無條件批准董事於有關期間（定義見下文）內 行使本公司所 ...

格隆汇9月5日丨标准发展集团(01867.HK)公告，于2025年9月5日，(i)梁荣进已通知公司，彼拟于应届股 东周年大会上退任独立非执行董事，且不会重选连任；及(ii)严兵已通知公司，彼拟于应届股东周年大 会上退任独立非执行董事，且不会重选连任。董事会进一步宣布，董事会建议于2025年9月5日于股东周 年大会上委任赵昌盛及徐兆鸿为独立非执行董事。 ...

Standard Development Group Limited 標準發展集團有限公司 （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1867） 適用於將於2025年9月30日（星期二）舉行的股東週年大會 （或其任何續會）的代表委任表格 （地址為） 為標準發展集團有限公司（「本公司」）股本中 （附註2） 股每股面值0.01港元普通股的登記持有人， 茲委任本公司股東週年大會主席或 （附註3） （地址為） 為本人╱吾等的受委代表，代表本人╱吾等出席本公司謹訂於2025年9月30日（星期二）上午十時正假座香港皇后大道中 181號新紀元廣場21樓舉行的股東週年大會（「大會」）及其任何續會以考慮並酌情通過召開大會通告所載的普通決議案， 並按下列指示於會上投票，或倘未有作出指示，則本人╱吾等的受委代表可酌情自行決定，以及就於大會及╱或其任 何續會上正式提出的任何其他事項投票： 本人╱吾等 ﹙附註1﹚ 日期：2025年 月 日 簽署 （附註6） ： 附註： 收集個人資料聲明 閣下是自願提供 閣下及 閣下委任代表的姓名及地址，以用於處理就本公司大會有關 閣下委任代表的任命及投票指示（「該等用途 ...

閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券經紀或其 他註冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下之標準發展集團有限公司股份全部出售或轉讓，應立即將本通函及隨附之 代表委任表格送交買主或承讓人或經手買賣之銀行、持牌證券交易商或其他代理商，以便 轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部份內 容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 此乃要件 請即處理 Standard Development Group Limited 標準發展集團有限公司 （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1867） (1)建議發行及購回股份之一般授權、 (2)重選退任董事及建議委任新董事、 (3)續聘核數師、 及 (4)股東週年大會通告 標準發展集團有限公司（「本公司」）將於2025年9月30日（星期二）上午十時正假座香港皇后大 道中181號新紀元廣場21樓召開股東週年大會（「股東週年大會」 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Standard Development Group Limited 標準發展集團有限公司 （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1867） 獨立非執行董事退任及建議委任 董事會宣佈，於2025年9月5日，(i)梁榮進先生已通知本公司，彼擬於應屆股東週年大會 上退任獨立非執行董事，且不會重選連任；及(ii)嚴兵博士已通知本公司，彼擬於應屆 股東週年大會上退任獨立非執行董事，且不會重選連任。 董事會進一步宣佈，董事會建議於2025年9月5日於股東週年大會上委任趙昌盛先生及徐 兆鴻先生為獨立非執行董事。 獨立非執行董事退任 標準發展集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會（「董 事會」）宣佈，於2025年9月5日，(i)梁榮進先生已通知本公司，經考慮其服務任期已重續、 聯交所的獨立性規定及其決定將更多時間投入個人事務，彼擬於本公司應屆股東 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 標準發展集團有限公司 呈交日期: 2025年9月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01867 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法定/註冊股本 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 標準發展集團有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01867 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法定/註冊股本 ...

Company Information The report details core company information including board members, committee structures, company secretary, auditors, legal advisors, and principal bankers - The report details core company information including board members, committee structures, company secretary, auditors, legal advisors, and principal bankers[6](index=6&type=chunk)[7](index=7&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews a challenging 2024, highlighting a **38.5% revenue decline** and **153% loss increase** due to strategic shifts towards bioenergy projects, which the Board views as a long-term sustainable growth driver Key Performance Indicators for FY2025 | Indicator | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. HKD 301.0 million | Approx. HKD 489.8 million | -38.5% | | Loss Attributable to Shareholders | Approx. HKD 50.9 million | Approx. HKD 20.1 million | +153% | - The primary reasons for the performance decline include significant internal capital deployment for organic waste utilization projects, reducing funds for the oil business and causing a substantial revenue drop, alongside decreased revenue from the construction and engineering business due to industry downturns[9](index=9&type=chunk) - Strategic transformation involves the Group investing resources in organic waste comprehensive development and utilization projects (bioenergy) to reduce reliance on construction and engineering businesses, expecting long-term stable returns[9](index=9&type=chunk) - Future outlook indicates the Group will cautiously approach investments in construction and engineering, focusing resources on core prospective businesses, and potentially transitioning to more competitive business models[11](index=11&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=6&type=section&id=Business%20Review%20and%20Outlook) The Group recorded a **HKD 50.9 million net loss** this year, primarily from reduced traditional business revenue and increased expenses, while strategically focusing on the bioenergy project, a key Shandong initiative that began contributing profit in Q4, with plans for long-term stable returns - Net loss of approximately **HKD 50.9 million** primarily attributed to (i) decreased revenue from oil and construction businesses; (ii) increased administrative and finance expenses; and (iii) minimal revenue contribution from two bioenergy projects which commenced operations only in the fourth quarter[14](index=14&type=chunk) - Strategic focus shifted: To reduce over-reliance on the construction business, the Group has invested in organic waste comprehensive development and utilization projects (bioenergy business)[14](index=14&type=chunk) - Bioenergy project progress: Designated as a key project in Shandong Province, construction is complete, and it began contributing profits in the fourth quarter of this year, with the company confident in its long-term outcomes[15](index=15&type=chunk) [Key Risks and Uncertainties](index=7&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces diverse risks, including business challenges like non-recurring contracts and cost control, industry exposures to macroeconomic and energy price volatility, strategic risks from new bioenergy development, and adverse impacts from economic, political, and environmental regulatory changes - Business risks include the non-recurring nature of contracts, reliance on continuous successful bidding, exposure to dispute litigation, significant cost control pressure, and unstable labor supply[20](index=20&type=chunk) - Industry and market risks involve the oil business being affected by geopolitical and macroeconomic factors, and the agricultural business by extreme weather, pests, diseases, and cyclical price fluctuations[20](index=20&type=chunk) - Strategic and policy risks include potential additional capital and operating expenditures from bioenergy business development, and adverse impacts from changes in China's environmental and safety regulations[20](index=20&type=chunk) [Relationships with Customers, Suppliers, Subcontractors, and Employees](index=8&type=section&id=Relationships%20with%20Customers%2C%20Suppliers%2C%20Subcontractors%2C%20and%20Employees) The Group maintains good relationships with key stakeholders, including major contractor and trading company clients, diversified suppliers and subcontractors without significant issues, and employees, providing competitive compensation and benefits while ensuring positive labor relations with no strikes or disputes - Customers primarily consist of main contractors and trading companies[22](index=22&type=chunk) - The Group maintains an approved list of multiple suppliers and subcontractors to avoid over-reliance, encountering no significant difficulties or disputes during the year[23](index=23&type=chunk) - The Group maintains good employee relations, with no strikes or labor disputes affecting operations during the year[26](index=26&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) This fiscal year saw a significant decline in financial performance, with total revenue decreasing by **38.5% to HKD 301.0 million**, gross profit plummeting **80% to HKD 0.8 million**, administrative expenses rising **39% to HKD 31.3 million**, and finance costs surging nearly fourfold to **HKD 6.4 million**, collectively expanding the annual loss from **HKD 20.1 million to HKD 50.9 million** Key Income Statement Item Changes for FY2025 | Item | FY2025 (HKD million) | FY2024 (HKD million) | Change Rate | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 301.0 | 489.8 | -38.5% | Decrease in oil trading and construction business | | Direct Costs | 300.3 | 486.0 | -38.2% | In line with revenue decline | | Gross Profit | 0.8 | 3.8 | -80.0% | Decrease in revenue | | Administrative and Other Operating Expenses | 31.3 | 22.5 | +39.1% | Depreciation of bioenergy plant and increased salaries | | Finance Costs | 6.4 | 1.3 | +392.3% | Increased borrowings | | Loss for the Year | 50.9 | 20.1 | +153.2% | Decreased revenue and increased expenses | - Impairment losses under the expected credit loss model amounted to **HKD 4.1 million**, primarily from provisions for retention receivables and trade receivables[30](index=30&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=10&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) As of March 31, 2025, the Group's financial position tightened, with total assets increasing to **HKD 380.6 million** but total liabilities surging to **HKD 277.3 million**, reducing shareholders' equity to **HKD 94.6 million**; interest-bearing borrowings doubled to **HKD 187.6 million**, the current ratio dropped from **1.2x to 1.0x**, and the gearing ratio sharply rose from **48.8% to 181.7%** due to increased borrowings, while the Group maintains a prudent treasury policy, pledging assets for financing Financial Position and Ratio Changes (as of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Assets | 380.6 HKD million | 291.7 HKD million | | Total Liabilities | 277.3 HKD million | 137.3 HKD million | | Shareholders' Equity | 94.6 HKD million | 144.8 HKD million | | Interest-bearing Borrowings and Lease Liabilities | 187.6 HKD million | 75.3 HKD million | | Current Ratio | 1.0x | 1.2x | | Gearing Ratio | 181.7% | 48.8% | - The gearing ratio (total borrowings and lease liabilities/total equity) significantly increased, primarily due to the rise in total borrowings during the year[38](index=38&type=chunk)[39](index=39&type=chunk) - As of March 31, 2025, the Group pledged approximately **HKD 6.0 million** in bank deposits, approximately **HKD 3.5 million** in life insurance policies, and two leased land plots with a carrying value of approximately **HKD 23.5 million** to secure bank financing[42](index=42&type=chunk)[43](index=43&type=chunk) [Significant Transactions and Events](index=12&type=section&id=Significant%20Transactions%20and%20Events) During the year, the Group experienced several significant transactions and events, including the lapse of a convertible bond placement, disclosure of three litigation cases with one settled for **HKD 1.15 million**, and three discloseable transactions involving land acquisition and construction agreements, with the company addressing past non-compliance with listing rule announcement requirements and no other major investment plans - A convertible bond placement plan with a maximum principal amount of **HKD 37,000,000** failed due to unfavorable market conditions, and the placement agreement has lapsed[50](index=50&type=chunk)[51](index=51&type=chunk) - The Group disclosed three discloseable transactions involving land acquisition and anaerobic facility construction, acknowledging non-compliance with listing rule announcement requirements due to misunderstanding[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The Group disclosed three lawsuits: one case with Bangwei Development was settled for **HKD 1.15 million**; a claim from Wu Bingjian for approximately **HKD 6.28 million** is ongoing, with directors expecting the company is unlikely to be liable; and a claim against the workshop for approximately **HKD 1.55 million** resulted in a default judgment, pending assessment of damages[52](index=52&type=chunk) [Employees and Remuneration](index=14&type=section&id=Employees%20and%20Remuneration) As of March 31, 2025, the Group employed **102 staff** (up from 77), with annual staff costs (including directors' emoluments) approximately **HKD 24.8 million** (up **14.8%**), offering competitive remuneration and benefits, while the Board does not recommend a final dividend for the year Employee Data | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 102 persons | 77 persons | | Staff Costs | 24.8 HKD million | 21.6 HKD million | - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[62](index=62&type=chunk) [Biographies of Directors and Senior Management](index=15&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) The report provides detailed biographies of executive directors, independent non-executive directors, and the company secretary, covering their age, academic qualifications, professional credentials, and extensive experience across finance, accounting, management, and engineering - The report provides detailed biographies of executive directors, independent non-executive directors, and the company secretary, including their age, academic qualifications, professional credentials, and extensive experience in finance, accounting, management, and engineering[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) [Directors' Report](index=18&type=section&id=Directors%27%20Report) [Principal Activities and Results](index=18&type=section&id=Principal%20Activities%20and%20Results) The Company, an investment holding entity, primarily operates in construction, oil, agriculture, and bioenergy, with no significant business changes this year; the Board does not recommend a final dividend, as distribution decisions consider the Group's financial performance, capital needs, and future expansion plans - The Group primarily engages in four businesses: construction and engineering-related, oil, agriculture, and bioenergy[76](index=76&type=chunk) - The Directors do not recommend the payment of a final dividend for the year ended March 31, 2025[84](index=84&type=chunk) - The Company has adopted a dividend policy, but dividend decisions require comprehensive consideration of the Group's financial performance, retained earnings, working capital needs, future expansion plans, and other factors[79](index=79&type=chunk)[80](index=80&type=chunk) [Share Capital and Share Option Scheme](index=20&type=section&id=Share%20Capital%20and%20Share%20Option%20Scheme) As of March 31, 2025, the Company's issued share capital was **HKD 14.94 million** (1,494,000,000 shares); a share option scheme adopted in 2016 to incentivize talent, with a 10% authorized limit and 1.48 years remaining validity, saw no grants or outstanding options during the fiscal year - The Company adopted a share option scheme on December 23, 2016, with a ten-year validity, aimed at incentivizing employees, directors, and partners[91](index=91&type=chunk)[92](index=92&type=chunk) - For the year ended March 31, 2025, the Company did not grant any share options, and there were no outstanding share options at the beginning or end of the reporting period[102](index=102&type=chunk) [Major Customers and Suppliers](index=22&type=section&id=Major%20Customers%20and%20Suppliers) This fiscal year, the Group experienced high customer and supplier concentration, with the largest customer accounting for **18.1%** of total turnover and the top five customers collectively **50.8%**; similarly, the largest supplier represented **18.9%** of total direct costs and the top five suppliers collectively **47.7%**, with no beneficial interest held by directors or major shareholders in these key relationships Customer and Supplier Concentration | Item | Percentage | Amount (HKD million) | | :--- | :--- | :--- | | Largest customer as % of total turnover | 18.1% | 54.4 | | Top five customers as % of total turnover | 50.8% | 153.1 | | Largest supplier as % of total direct costs | 18.9% | 56.7 | | Top five suppliers as % of total direct costs | 47.7% | 143.2 | [Directors' and Major Shareholders' Interests](index=25&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests) As of March 31, 2025, Chairman Mr. Liu Zhan Cheng, through Fujincheng Investment Holding Co., Ltd., indirectly held **74.86%** of the issued share capital, making him the controlling shareholder, with his spouse Ms. Qin Hui deemed to hold the same interest; Executive Director Mr. Xu Jing beneficially owned **10,000 shares**, and no other directors or chief executives held discloseable share interests Directors' and Major Shareholders' Shareholdings (as of March 31, 2025) | Name/Entity | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Liu Zhan Cheng | Interest in controlled corporation | 1,118,460,000 | 74.86% | | Fujincheng | Beneficial owner | 1,118,460,000 | 74.86% | | Ms. Qin Hui | Spouse's interest | 1,118,460,000 | 74.86% | | Mr. Xu Jing | Beneficial owner | 10,000 | <0.01% | - Based on public information, the Company maintained sufficient public float as required by the Listing Rules during the reporting period[136](index=136&type=chunk) [Corporate Governance Report](index=28&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=28&type=section&id=Corporate%20Governance%20Practices) The Company adheres to high corporate governance standards, complying with most Code provisions but noting three deviations: combined Chairman and CEO roles, Chairman's absence from the AGM, and lack of directors' legal liability insurance; a code of conduct for securities transactions by directors and employees has been adopted - The Company complied with most provisions of the Corporate Governance Code, but with three deviations: - **Code Provision C.2.1**: The roles of Chairman and Chief Executive Officer are combined and held by Mr. Liu Zhan Cheng - **Code Provision F.2.2**: The Chairman was unable to attend the 2024 Annual General Meeting - **Code Provision C.1.8**: No appropriate legal liability insurance was arranged for directors[140](index=140&type=chunk)[144](index=144&type=chunk) [Board of Directors](index=29&type=section&id=Board%20of%20Directors) The Board oversees strategy, financial performance, and risk management, comprising two executive and three independent non-executive directors meeting Listing Rules; while adopting nomination and diversity policies, no gender diversity targets are set; the combined Chairman and CEO roles are deemed beneficial for strategic consistency, with independent directors providing checks, and all directors participated in continuous professional development - Board composition: As of the reporting date, the Board comprised **2 executive directors** and **3 independent non-executive directors**, meeting Listing Rules requirements for the number and professional qualifications of independent non-executive directors[146](index=146&type=chunk)[147](index=147&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Liu Zhan Cheng, constituting a deviation from Corporate Governance Code Provision C.2.1; the Board believes this arrangement facilitates consistency in strategic planning and execution, with sufficient independent non-executive directors providing checks and balances[166](index=166&type=chunk) - The Company has adopted a board diversity policy but currently deems it unnecessary to set numerical targets and timelines for gender diversity on the Board, continuing to gradually increase the proportion of female members as suitable candidates are identified[158](index=158&type=chunk) - All directors participated in continuous professional development training during the year, including attending seminars and reviewing relevant materials[167](index=167&type=chunk)[168](index=168&type=chunk) [Board Committees](index=35&type=section&id=Board%20Committees) The Board has three committees—Remuneration, Nomination, and Audit—each with defined terms of reference; these committees, comprising independent and executive directors, held meetings to review policies, appointments, financial results, and internal controls, with detailed attendance records provided, noting lower attendance by the Chairman - The Board has established three committees: Remuneration Committee, Nomination Committee, and Audit Committee, all with clearly defined written terms of reference[170](index=170&type=chunk) - The Audit Committee comprises **three independent non-executive directors**, with Chairman Dr. Su Li Xin possessing appropriate professional qualifications, meeting Listing Rules requirements; the Committee reviewed financial statements and internal control systems during the year[176](index=176&type=chunk) Directors' Meeting Attendance Record (Partial) | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Liu Zhan Cheng | 1/5 | N/A | 1/2 | 1/2 | 0/1 | | Mr. Xu Jing | 5/5 | N/A | N/A | N/A | 1/1 | | Dr. Su Li Xin | 4/5 | 2/2 | 2/2 | 2/2 | 1/1 | [Risk Management and Internal Control](index=39&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees the Group's risk management and internal control systems, reviewing them annually, and has established risk identification, assessment, and mitigation procedures; an independent consultant's review deemed the system effective, and while no internal audit function exists, its necessity is reviewed annually; the Group has also implemented insider information, whistleblowing, and anti-corruption policies - The Board is responsible for overseeing the risk management and internal control systems, reviewing their effectiveness at least annually[185](index=185&type=chunk) - The Company engaged an independent consulting firm to review its internal control system, which the Audit Committee deemed effective and adequate[186](index=186&type=chunk)[188](index=188&type=chunk) - The Company currently does not have an internal audit function but reviews the need for its establishment annually[188](index=188&type=chunk) - The Group has formulated and implemented policies for insider information disclosure, whistleblowing, and anti-corruption[189](index=189&type=chunk)[192](index=192&type=chunk)[195](index=195&type=chunk) [Independent Auditor's Report](index=42&type=section&id=Independent%20Auditor%27s%20Report) The independent auditor issued an unmodified opinion on the financial statements, while highlighting a **material uncertainty related to going concern** due to a **HKD 50.0 million net loss** and **HKD 2.9 million net current liabilities**, which casts significant doubt on the Group's ability to continue operations; key audit matters include revenue recognition for construction contracts and valuation of trade receivables and contract assets - The auditor issued an unmodified opinion, deeming the financial statements true and fair[201](index=201&type=chunk) - **Material Uncertainty Related to Going Concern**: The auditor draws attention to the Group's net loss of approximately **HKD 50.0 million** for the year and current liabilities exceeding current assets by approximately **HKD 2.9 million** at the end of the reporting period; these conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though this matter does not constitute a modified opinion[202](index=202&type=chunk) - Key audit matters include: 1. **Recognition of revenue from construction contracts**: Involves judgment and estimation of performance progress 2. **Valuation of trade receivables and contract assets**: Involves estimation of expected credit losses (ECL)[204](index=204&type=chunk)[205](index=205&type=chunk)[207](index=207&type=chunk) [Consolidated Financial Statements](index=47&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=47&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue significantly decreased to **HKD 301.0 million** from **HKD 489.8 million**, gross profit plummeted from **HKD 3.8 million to HKD 0.8 million**, and due to increased expenses, loss before tax expanded from **HKD 20.4 million to HKD 45.6 million**, resulting in a **HKD 50.9 million loss** for the year and a basic loss per share of **HKD 3.35 cents** Consolidated Income Statement Summary | Item (HKD thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 301,030 | 489,794 | | Gross Profit | 763 | 3,816 | | Loss before tax | (45,556) | (20,353) | | Loss for the year | (50,943) | (20,133) | | Loss attributable to owners of the Company | (50,034) | (19,940) | | Basic loss per share (HK cents) | (3.35) | (1.33) | [Consolidated Statement of Financial Position](index=48&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets increased to **HKD 380.6 million**, driven by non-current asset growth, but total liabilities surged to **HKD 277.3 million** due to increased borrowings, reducing net assets to **HKD 103.2 million** and resulting in a **HKD 2.9 million net current liability**, indicating increased short-term solvency pressure Consolidated Statement of Financial Position Summary (as of March 31) | Item (HKD thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 246,019 | 145,973 | | Current assets | 134,536 | 145,737 | | **Total assets** | **380,555** | **291,710** | | **Liabilities and Equity** | | | | Current liabilities | 137,392 | 124,278 | | Non-current liabilities | 139,918 | 13,042 | | **Total liabilities** | **277,310** | **137,320** | | **Net assets** | **103,245** | **154,390** | | Equity attributable to owners of the Company | 94,630 | 144,815 | - The Group recorded a net current liability of approximately **HKD 2.9 million** as of March 31, 2025, compared to a net current asset of **HKD 21.5 million** in the prior year, indicating a deterioration in short-term liquidity[222](index=222&type=chunk) [Consolidated Statement of Cash Flows](index=50&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, the Group generated a **HKD 17.8 million net cash inflow** from operations, a significant improvement, but incurred a **HKD 108.2 million net cash outflow** from investing activities, primarily for property, plant, and equipment; financing activities provided a **HKD 105.5 million net cash inflow** from new borrowings, leading to year-end cash and cash equivalents increasing to **HKD 39.0 million** Consolidated Statement of Cash Flows Summary (HKD thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 17,845 | (56,690) | | Net cash used in investing activities | (108,238) | (90,478) | | Net cash from financing activities | 105,484 | 24,616 | | Net increase (decrease) in cash and cash equivalents | 15,091 | (122,552) | | Cash and cash equivalents at end of year | 39,016 | 23,921 | - Significant cash outflow from investing activities, primarily for the purchase of property, plant, and equipment, amounting to **HKD 108.3 million**, reflecting the Group's substantial capital expenditure on new projects such as bioenergy[229](index=229&type=chunk) - Net cash inflow from financing activities primarily stemmed from **HKD 143.7 million** in new borrowings, utilized to support investing activities and daily operations[229](index=229&type=chunk) [Notes to the Consolidated Financial Statements](index=51&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Key Accounting Policies and Judgments](index=55&type=section&id=Key%20Accounting%20Policies%20and%20Judgments) The financial statements are prepared on a going concern basis despite material uncertainties from the annual net loss and net current liabilities, for which management has mitigating actions; key accounting judgments include recognizing oil and grain trading as principal transactions, while major estimation uncertainties involve revenue recognition, expected credit loss provisions, deferred tax asset realizability, and property, plant, and equipment impairment - Material uncertainty regarding going concern: As of March 31, 2025, the Group recorded a net loss of approximately **HKD 50.0 million** and current liabilities exceeded current assets by approximately **HKD 2.9 million**; the Directors have taken measures to improve the financial position and consider the preparation of financial statements on a going concern basis appropriate[249](index=249&type=chunk) - Key accounting judgment: The Group treats its oil and grain trading businesses as principal, thus recognizing revenue on a gross basis[372](index=372&type=chunk) - Major sources of estimation uncertainty include: revenue recognition for construction contracts, expected credit loss provisions for trade receivables and contract assets, realizability of deferred tax assets, impairment and depreciation of property, plant, and equipment, and fair value measurement of biological assets[374](index=374&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk)[379](index=379&type=chunk)[380](index=380&type=chunk) [Revenue and Segment Information](index=89&type=section&id=Revenue%20and%20Segment%20Information) For FY2025, the Group's total revenue decreased **38.5% to HKD 301.0 million**, with significant declines in construction and oil businesses, slight growth in agriculture, and **HKD 9.0 million** from new bioenergy; both Hong Kong and Mainland China revenues decreased, and the top five customers accounted for **50.8%** of total revenue, indicating high concentration Revenue by Business Segment (HKD thousand) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Construction and engineering related | 126,701 | 202,411 | | Oil business | 98,660 | 222,971 | | Agricultural business | 62,564 | 59,015 | | Bioenergy business | 8,979 | – | | **Revenue from contracts with customers** | **296,904** | **484,397** | | Farmland leasing | 4,126 | 5,397 | | **Total Revenue** | **301,030** | **489,794** | Revenue by Geographical Market (HKD thousand) | Geographical Market | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 126,701 | 201,526 | | Mainland China | 174,329 | 288,268 | | **Total** | **301,030** | **489,794** | - Revenue from the largest customer accounted for **18.1%** (**HKD 54.4 million**) of total revenue, and revenue from the top five customers accounted for **50.8%** (**HKD 153.1 million**) of total revenue[110](index=110&type=chunk) [Assets and Liabilities Analysis](index=103&type=section&id=Assets%20and%20Liabilities%20Analysis) As of March 31, 2025, the Group's asset structure changed significantly, with property, plant, and equipment increasing to **HKD 201.0 million** due to bioenergy facility completion; trade receivables and contract assets totaled **HKD 65.4 million** with increased provisions; total borrowings surged to **HKD 176.8 million**, largely from related parties and bank loans for new investments, significantly increasing financial leverage - The carrying value of property, plant, and equipment significantly increased from **HKD 81.5 million** to **HKD 201.0 million**, primarily due to the completion and transfer of **HKD 191 million** worth of construction in progress (mainly bioenergy treatment facilities) to buildings and machinery categories[419](index=419&type=chunk) Receivables and Contract Assets (HKD thousand) | Item | Gross carrying amount | Impairment allowance | Net carrying amount | | :--- | :--- | :--- | :--- | | Trade receivables | 34,956 | (16,069) | 18,887 | | Contract assets | 65,745 | (19,271) | 46,474 | Borrowings Composition (HKD thousand) | Borrowing Type | 2025 | 2024 | | :--- | :--- | :--- | | Bank loans (secured) | 68,674 | – | | Other borrowings (unsecured) | 108,175 | 61,078 | | **Total** | **176,849** | **61,078** | - Among other borrowings, approximately **HKD 66.5 million** was from related party Shandong Fujincheng, and approximately **HKD 7.7 million** was from Director Mr. Liu Zhan Cheng[463](index=463&type=chunk)[486](index=486&type=chunk) [Related Party Transactions](index=124&type=section&id=Related%20Party%20Transactions) This year, the Group engaged in several significant related party transactions, including **HKD 6.85 million** in key management personnel remuneration; substantial loans were received from Director Mr. Liu Zhan Cheng and his controlled company, Shandong Fujincheng, with total other borrowings payable reaching **HKD 74.2 million** at year-end, incurring approximately **HKD 3.5 million** in interest, providing crucial financial support Significant Related Party Transactions (FY2025) | Related Party | Nature of Transaction | Amount (HKD thousand) | | :--- | :--- | :--- | | Shandong Fujincheng | Loan interest for the year | 3,316 | | | Other borrowings balance at year-end | 66,483 | | Mr. Liu Zhan Cheng | Loan interest for the year | 207 | | | Other borrowings balance at year-end | 7,700 | - Total remuneration for key management personnel was **HKD 6,849,000**, a slight decrease from **HKD 7,044,000** last year[484](index=484&type=chunk) [Financial Summary](index=147&type=section&id=Financial%20Summary) The financial summary presents the Group's five-year performance and financial position, showing revenue declining to **HKD 301.0 million** in 2025 after peaking in 2023; profitability indicates recurring and expanding losses, with **HKD 50.0 million loss** attributable to shareholders in 2025; total assets grew, but total liabilities sharply increased in 2025, causing total equity to retreat from its 2023 high Five-Year Performance Summary (HKD thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 301,030 | 489,794 | 661,230 | 306,558 | 221,894 | | Gross Profit | 763 | 3,816 | 22,116 | 10,181 | 13,902 | | (Loss) Profit attributable to owners of the Company | (50,034) | (19,940) | (8,829) | (21,010) | 1,006 | Five-Year Assets and Liabilities Summary (HKD thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 380,555 | 291,710 | 273,975 | 253,754 | 149,411 | | Total liabilities | 277,310 | 137,320 | 104,657 | 108,430 | 31,706 | | Total equity | 103,245 | 154,390 | 169,318 | 145,324 | 117,705 |

[Annual Performance Overview](index=1&type=section&id=Annual%20Performance%20Announcement) [Financial Performance](index=2&type=section&id=Financial%20Performance) The Group's financial performance significantly deteriorated, marked by a 38.5% revenue decline, a net loss exceeding HKD 50.9 million, and a shift to net current liabilities [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue decreased 38.5% to HKD 301.0 million, gross profit plunged 80%, and increased expenses led to a loss attributable to owners of HKD 50.0 million, with basic loss per share at HKD 3.35 cents | Metric | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 301,030 | 489,794 | -38.5% | | **Gross Profit** | 763 | 3,816 | -80.0% | | **Loss Before Tax** | (45,556) | (20,353) | +123.8% | | **Loss for the Year** | (50,943) | (20,133) | +153.0% | | **Loss Attributable to Owners of the Company** | (50,034) | (19,940) | +150.9% | | **Basic Loss Per Share (HK Cents)** | (3.35) | (1.33) | +151.9% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets increased to HKD 380.6 million, but total liabilities surged to HKD 277.3 million, reducing net assets by 33% to HKD 103.2 million, with net current liabilities of HKD 2.9 million indicating severe short-term repayment pressure | Metric | March 31, 2025 (HKD Thousands) | March 31, 2024 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | **Non-current Assets** | 246,019 | 145,973 | +68.5% | | **Current Assets** | 134,536 | 145,737 | -7.7% | | **Current Liabilities** | 137,392 | 124,278 | +10.5% | | **Net Current (Liabilities) Assets** | (2,856) | 21,459 | Turned Negative | | **Non-current Liabilities** | 139,918 | 13,042 | +972.8% | | **Net Assets** | 103,245 | 154,390 | -33.1% | - The Group's current liabilities exceeded its current assets by approximately **HKD 2,856,000**, a key factor contributing to significant uncertainty regarding its going concern ability[21](index=21&type=chunk)[34](index=34&type=chunk) [Independent Auditor's Report and Going Concern](index=17&type=section&id=Independent%20Auditor%27s%20Report%20and%20Going%20Concern) The independent auditor issued an unmodified opinion but highlighted "material uncertainty related to going concern" due to substantial losses, net operating cash outflow, and net current liabilities, with management outlining measures to address these issues - The auditor's report explicitly states that as of March 31, 2025, the Group recorded a net loss attributable to owners of approximately **HKD 50,034,000** and current liabilities exceeding current assets by approximately **HKD 2,856,000**, indicating material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern[34](index=34&type=chunk) - To address going concern risks, management has implemented or plans to implement various measures, including reviewing operational efficiency, negotiating repayment with creditors, considering termination of loss-making businesses, seeking new financing, and utilizing existing standby loans[21](index=21&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) Management attributes the annual loss to declining traditional business revenue and increased expenses for new bio-energy projects, leading to a strategic transformation focusing resources on the promising bio-energy sector for long-term returns [Business Review and Outlook](index=17&type=section&id=Business%20Review%20and%20Outlook) The net loss is primarily due to reduced oil and construction revenue, increased expenses, and limited bio-energy project contributions, prompting the Group to cautiously manage construction and pivot resources towards sustainable bio-energy initiatives - The net loss is primarily attributable to: (i) decreased revenue from oil and construction engineering businesses; (ii) increased administrative and finance expenses; and (iii) limited revenue contribution from two bio-energy projects that commenced operations only in the fourth quarter of the year[36](index=36&type=chunk) - Given the challenging construction market and bleak real estate outlook, the Group will cautiously approach further investments in construction and engineering businesses, concentrating resources on developing bio-energy projects to enhance corporate resilience and achieve long-term returns[37](index=37&type=chunk)[39](index=39&type=chunk) [Financial Review](index=21&type=section&id=Financial%20Review) All financial indicators deteriorated this year, with revenue down 38.5% and gross profit plunging 80%, while administrative expenses and finance costs surged due to new bio-energy plant depreciation and increased loans, expanding the annual loss | Business Segment | 2025 Revenue (HKD Thousands) | 2024 Revenue (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Construction and Engineering Related Business | 126,701 | 202,411 | -37.4% | | Oil Business | 98,660 | 222,971 | -55.8% | | Agricultural Business | 62,564 | 59,015 | +6.0% | | Bio-energy Business | 8,979 | – | N/A | | **Total Revenue from Contracts with Customers** | **296,904** | **484,397** | **-38.7%** | - Administrative and other operating expenses increased from **HKD 22.5 million** to **HKD 31.3 million**, primarily due to increased depreciation from the completion of bio-energy plants, salaries, and other operating expenses[52](index=52&type=chunk) - Finance costs surged from **HKD 1.3 million** to **HKD 6.4 million**, mainly due to increased borrowings during the year[53](index=53&type=chunk) [Liquidity and Financial Resources](index=23&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's financial leverage sharply increased, and liquidity tightened, with the gearing ratio surging from 48.8% to 181.7% due to increased borrowings, while bank balances and cash were HKD 39.0 million and the current ratio decreased to 1.0 times | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Bank Balances and Cash | Approx. HKD 39.0 Million | Approx. HKD 23.9 Million | | Total Interest-bearing Borrowings and Lease Liabilities | Approx. HKD 187.6 Million | Approx. HKD 75.3 Million | | Gearing Ratio | Approx. 181.7% | Approx. 48.8% | | Current Ratio | Approx. 1.0 Times | Approx. 1.2 Times | [Key Risks and Uncertainties](index=19&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces diversified risks including non-recurring construction contracts, cost volatility, macroeconomic and energy price sensitivity, agricultural natural disaster risks, and potential additional capital and operational expenses from new bio-energy ventures - The Group's business performance relies on the continuous success of project bidding, with contracts being non-recurring[40](index=40&type=chunk) - The oil business is closely linked to macroeconomic conditions and energy prices, where price fluctuations due to geopolitical conflicts may adversely affect the Group's performance[40](index=40&type=chunk) - New strategies such as developing bio-energy businesses may incur additional capital expenditures, depreciation, and other operating expenses[40](index=40&type=chunk) [Other Significant Matters](index=14&type=section&id=Other%20Significant%20Matters) During the year, the Group did not declare dividends, disclosed three bio-energy related discloseable transactions with admitted non-compliance, and is involved in several ongoing legal litigations with uncertain outcomes [Dividend Policy](index=14&type=section&id=Dividend%20Policy) Considering this year's loss and future capital requirements, the Board decided not to recommend a final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[28](index=28&type=chunk)[78](index=78&type=chunk) [Discloseable Transactions and Compliance Issues](index=26&type=section&id=Discloseable%20Transactions%20and%20Compliance%20Issues) The Group disclosed three Shandong bio-energy project transactions, including land acquisition and construction, admitting non-compliance with listing rule announcement requirements due to operational team misunderstanding, and has implemented remedial measures - The company failed to comply with Chapter 14 of the Listing Rules regarding announcement requirements for three discloseable transactions: land acquisition, anaerobic facility construction, and civil engineering works[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - The reason for non-compliance was the Group's operational team's misunderstanding that these transactions were part of the Group's ordinary and usual course of business[71](index=71&type=chunk) [Litigation](index=25&type=section&id=Litigation) The Group is involved in several legal litigations, including an ongoing case with Ng Ping Kin Development Management Limited claiming HKD 6.283 million, against which the Group counterclaimed HKD 6.0 million, with no provision made as directors deem the claim unlikely - The Group's client, Ng Ping Kin, claimed approximately **HKD 6,283,000** for six post-dated cheques, against which the Group has filed a defense and a counterclaim for **HKD 6,000,000**, with the litigation ongoing[65](index=65&type=chunk) [Corporate Governance](index=29&type=section&id=Corporate%20Governance) The company has several corporate governance deviations, including the dual role of Chairman and CEO, the Chairman's absence from the 2024 AGM, and the lack of legal liability insurance for directors, with explanations provided - The company deviated from Corporate Governance Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are concurrently held by Mr. Lau Chin Ching; the Board believes this ensures consistency in strategic planning and execution[81](index=81&type=chunk) - The company deviated from Corporate Governance Code Provision C.1.8 by not arranging any legal liability insurance for directors during the year, as the company assessed the related risk as very low[82](index=82&type=chunk)