Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 144,004,000, a slight increase from HKD 143,854,000 in the same period of 2023[15]. - The gross profit for the period was HKD 150,000, compared to HKD 3,950,000 in the previous year, indicating a significant decline[15]. - The total comprehensive expenses for the period amounted to HKD 19,239,000, up from HKD 11,576,000 in the same period last year, representing a 66.5% increase[14]. - The net loss for the period was HKD 20,047,000, compared to a loss of HKD 7,097,000 in the prior year, reflecting a 182.5% increase in losses[15]. - Basic loss per share for the period was HKD (1.32), compared to HKD (0.48) in the same period of 2023[17]. - The group incurred a pre-tax loss of HKD 19,291,000 for the six months ended September 30, 2024, compared to a loss of HKD 15,077,000 in the previous year[44]. - The total loss attributable to the company's owners for the six months ended September 30, 2024, was approximately HKD 20.0 million, compared to HKD 7.1 million for the same period in 2023[85]. - Revenue decreased from approximately HKD 304.6 million for the six months ended September 30, 2023, to approximately HKD 144.0 million for the same period in 2024, representing a decline of about HKD 160.6 million or 52.7%[76]. Assets and Liabilities - Non-current assets increased to HKD 240,843,000 as of September 30, 2024, from HKD 145,973,000 as of March 31, 2024, showing a growth of 64.8%[19]. - Current liabilities rose to HKD 164,153,000 from HKD 124,278,000, marking a 32.1% increase[20]. - The company's total equity decreased to HKD 135,151,000 from HKD 154,390,000, a decline of 12.4%[20]. - The group’s total assets as of September 30, 2024, amounted to HKD 376,397,000, with liabilities totaling HKD 231,029,000[47]. - The group’s debt-to-asset ratio increased to approximately 118.8% as of September 30, 2024, from 48.8% as of March 31, 2024, mainly due to increased bank borrowings[88]. Cash Flow - The company reported a net cash inflow from operating activities of HKD 16,039,000 for the six months ended September 30, 2024, compared to a net outflow of HKD 83,246,000 for the same period in 2023[25]. - The net cash outflow from investing activities was HKD 86,814,000, significantly higher than HKD 12,911,000 in the previous year[25]. - The net cash inflow from financing activities increased to HKD 73,013,000 from HKD 7,241,000 year-on-year[25]. - The cash and cash equivalents at the end of the period were HKD 26,981,000, down from HKD 59,949,000 at the end of the previous year[25]. - The group maintained a cash balance of approximately HKD 27.0 million as of September 30, 2024, compared to HKD 23.9 million as of March 31, 2024[86]. Revenue Breakdown - The total revenue from customer contracts for the six months ended September 30, 2024, was HKD 141,027,000, a decrease of 53.2% from HKD 301,735,000 in the same period of 2023[40]. - Revenue from construction and engineering-related services was HKD 58,554,000, down 47% from HKD 110,542,000 in the previous year[36]. - Agricultural business revenue increased to HKD 45,291,000 from HKD 4,567,000 year-on-year, indicating a significant growth in this segment[40]. - The group reported segment revenue of HKD 144,004,000 for the six months ended September 30, 2024, compared to HKD 111,722,000 in construction and engineering, HKD 185,446,000 in oil, and HKD 7,438,000 in agriculture for the same period in 2023[44]. - The group’s revenue from oil trading was HKD 185,446,000, contributing significantly to the overall segment revenue[46]. Operational Expenses - The group’s total employee benefit expenses, including directors' remuneration, amounted to HKD 10,918,000 for the six months ended September 30, 2024, compared to HKD 9,256,000 in the prior year[53]. - Sales expenses increased from approximately HKD 0.9 million for the six months ended September 30, 2023, to approximately HKD 1.7 million for the same period in 2024, driven by higher costs in the bioenergy business[81]. - Administrative and other operating expenses rose by approximately 15.0% from about HKD 10.7 million for the six months ended September 30, 2023, to about HKD 12.3 million for the same period in 2024, mainly due to increased expenses in the bioenergy sector[82]. - Financing costs increased from approximately HKD 0.4 million for the six months ended September 30, 2023, to about HKD 1.9 million for the same period in 2024, primarily due to an increase in bank borrowings[84]. Strategic Initiatives - The company plans to implement cost-saving measures and review existing investments to improve cash flow and financial stability[31]. - The company is considering new business developments and financial instruments to support ongoing operations and liquidity[31]. - The company is actively exploring technologies and market development related to agricultural biomass to capitalize on opportunities arising from rural revitalization initiatives[75]. - The company anticipates that its biomass energy project, which is a key project in Shandong Province, will generate revenue and profit in the second half of the fiscal year[75]. - The company plans to allocate more resources to biomass clean energy projects to create long-term stable returns for shareholders[75]. Employee and Governance - The total employee count increased to 92 as of September 30, 2024, compared to 54 employees for the same period in 2023, with employee costs amounting to approximately HKD 10.9 million, up from HKD 9.3 million[104]. - The group provides competitive compensation and benefits to attract and retain high-quality employees, including performance-based bonuses and stock options[106]. - The audit committee consists of independent non-executive directors, ensuring compliance with listing rules regarding membership and qualifications[139]. - The audit committee has reviewed the group's financial statements for the six months ending September 30, 2024, and believes that the performance complies with applicable accounting standards and listing rules[141]. Shareholder Information - The board did not recommend an interim dividend for the six months ended September 30, 2024, consistent with the previous period[107]. - As of September 30, 2024, Mr. Liu Zhan Cheng holds 74.86% of the issued share capital through Fujincheng Investment Holdings Co., Ltd.[116]. - As of September 30, 2024, there were no major shareholders or other individuals holding interests in the company's shares that required disclosure under the Securities and Futures Ordinance[121].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 144,004,000, a decrease of 52.7% compared to HKD 304,606,000 for the same period in 2023[4] - Gross profit for the same period was HKD 150,000, down 96.2% from HKD 3,950,000 in the previous year[4] - The company reported a loss before tax of HKD 19,291,000, compared to a loss of HKD 7,076,000 in the prior period, representing an increase in loss of 172.5%[4] - Total comprehensive loss for the period was HKD 19,239,000, compared to HKD 11,576,000 in the previous year, indicating a 66.5% increase in losses[5] - Basic loss per share for the six months ended September 30, 2024, was HKD 1.32, compared to HKD 0.48 in the same period last year, reflecting a 175% increase in loss per share[5] - The group reported a loss of approximately HKD 20,047,000 for the period ending September 30, 2024, with current liabilities exceeding current assets by about HKD 24,246,000[15] - The total pre-tax loss for the six months ending September 30, 2024, was HKD 19,291,000, compared to a pre-tax loss of HKD 7,076,000 for the same period in 2023[25][26] - The company recorded a net loss of approximately HKD 20.0 million for the six months ended September 30, 2024, compared to a net loss of approximately HKD 7.1 million for the same period in 2023, indicating a significant increase in losses[56][67] Revenue Breakdown - Revenue from customer contracts totaled HKD 141,027,000 for the six months ending September 30, 2024, a decrease of 53.3% compared to HKD 301,735,000 for the same period in 2023[19] - The construction and engineering segment generated revenue of HKD 58,996,000, down 47.3% from HKD 111,722,000 year-over-year[21] - The oil business revenue decreased by 80.2% to HKD 36,740,000 from HKD 185,446,000 in the previous year[21] - Agricultural business revenue increased significantly to HKD 45,291,000 from HKD 4,567,000, reflecting a substantial growth in sales of agricultural products and oil[21] Assets and Liabilities - Non-current assets increased to HKD 240,843,000 as of September 30, 2024, from HKD 145,973,000 as of March 31, 2024, marking a 64.8% increase[7] - Current liabilities rose to HKD 164,153,000 as of September 30, 2024, compared to HKD 124,278,000 as of March 31, 2024, representing a 32.1% increase[7] - The company’s total equity decreased to HKD 135,151,000 as of September 30, 2024, down from HKD 154,390,000 as of March 31, 2024, indicating a decline of 12.4%[8] - Total reportable segment assets as of September 30, 2024, amounted to HKD 380,750,000, with the largest contribution from the bioenergy segment at HKD 228,906,000[28] - The reportable segment liabilities totaled HKD 245,599,000, with the bioenergy segment accounting for HKD 191,264,000[28] - The total assets of the group were approximately HKD 380.8 million, an increase from HKD 291.7 million as of March 31, 2024[68] - The total liabilities and shareholders' equity were approximately HKD 245.6 million and HKD 135.2 million, respectively, as of September 30, 2024[68] Cash Flow and Financing - The company continues to assess its ability to operate as a going concern, expecting to have sufficient resources for the foreseeable future[13] - The company has taken on additional borrowings of approximately HKD 106.3 million, with an interest rate of 4.5%-6% and a repayment period of 1 to 7 years[14] - The group is considering other financial instruments, such as obtaining new loans or issuing debt, to provide ongoing financial support[15] - The group maintained a current ratio of approximately 0.9 times as of September 30, 2024, down from 1.2 times as of March 31, 2024[68] - The debt-to-asset ratio increased to approximately 118.8% as of September 30, 2024, compared to 48.8% as of March 31, 2024, primarily due to increased bank borrowings[69] - The total interest-bearing borrowings amounted to approximately HKD 149.3 million as of September 30, 2024, compared to HKD 61.1 million as of March 31, 2024[68] Operational Measures - The group is implementing cost-saving measures to control operating, administrative, and corporate costs to reduce working capital needs[15] - The group is actively reviewing existing investments and business opportunities to enhance cash flow and considering the liquidation of loss-making investments[15] - Administrative and other operating expenses increased by approximately 15.0%, from about HKD 10.7 million to approximately HKD 12.3 million, mainly due to increased expenses in the bioenergy business[64] - Financing costs rose from approximately HKD 0.4 million to approximately HKD 1.9 million, attributed to increased bank borrowings[66] Corporate Governance and Compliance - The company has adopted the corporate governance code as per the listing rules and has complied with all applicable provisions, except for deviations regarding the roles of the Chairman and CEO, which have been held by the same individual since June 8, 2021[108] - The company has not arranged any legal liability insurance for its directors, estimating that the risk of any foreseeable events requiring such insurance is minimal[109] - The Audit Committee, established on December 23, 2016, is chaired by an independent non-executive director and includes members with appropriate professional qualifications in financial management[110] - The interim financial statements for the six months ended September 30, 2024, have been reviewed by the Audit Committee and are deemed to comply with applicable accounting standards and legal requirements[113] Future Outlook - The company plans to invest more resources in biomass clean energy projects to create long-term stable returns for shareholders[57] - The bioenergy project has been designated as a key project in Shandong Province and is expected to generate revenue and profit in the second half of the fiscal year[57] Other Information - The company did not declare any dividends for the six months ended September 30, 2024, consistent with the previous year[36] - The group did not recommend any interim dividend for the six months ended September 30, 2024[89] - The company entered into a land use rights transfer agreement for a total consideration of RMB 10,630,000[90] - An anaerobic facility construction agreement was signed with a total contract value of RMB 25,105,850[91] - A construction agreement was established with a total contract amount of RMB 31,795,467.53[92] - The company failed to comply with the listing rules regarding disclosures due to a misunderstanding of the nature of the transactions[94] - The board has implemented remedial actions to prevent future violations of listing rules[95] - No significant events affecting the group have occurred since September 30, 2024[97] - The company did not purchase, sell, or redeem any of its listed securities during the six months ending September 30, 2024[98] - There were no changes to the director's information as required by listing rules[99] - The company has adopted a standard code of conduct for directors regarding securities trading, with full compliance reported[101] - No stock options were granted, exercised, or expired under the stock option plan during the six months ending September 30, 2024[107]

[Company Information](index=2&type=section&id=Company%20Information) This section provides essential company information, including contact details for the board, committees, company secretary, auditor, legal advisors, share registrar, registered office, principal place of business, and principal bankers - This section provides essential company information, including contact details for the board, committees, company secretary, auditor, legal advisors, share registrar, registered office, principal place of business, and principal bankers[6](index=6&type=chunk)[7](index=7&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews the Group's annual performance amidst macroeconomic challenges, noting a decline in total revenue and expanded losses primarily due to reduced oil business income and the nascent stage of new bio-energy projects. It highlights the strategic transformation towards organic waste utilization, aligning with national policies and expected to contribute revenue by Q4 2024, while emphasizing future resource optimization and diversified business development for long-term sustainable returns - Facing a challenging business environment with unsatisfactory post-pandemic recovery and international tensions, the Group flexibly adjusted its strategy, investing in organic waste comprehensive utilization projects to align with China's national development strategy[8](index=8&type=chunk)[9](index=9&type=chunk) Key Financial Performance | Metric | FY2024 | FY2023 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | Approx. **HKD 489.8 million** | Approx. **HKD 661.2 million** | -25.9% | | **Loss Attributable to Shareholders** | Approx. **HKD 24.1 million** | Approx. **HKD 10.1 million** | +138.6% | - The decline in performance is primarily attributed to significant internal capital deployment for organic waste project construction, leading to reduced investment in the oil business and a substantial drop in revenue, while the new project is still under construction and not yet generating income[10](index=10&type=chunk) - Looking ahead, despite challenging operating conditions, the Board will continue to optimize resource allocation, stabilize existing businesses, and actively expand into new ventures, particularly those aligned with China's strategic development, to achieve business diversification and broaden revenue streams[13](index=13&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, and future outlook, alongside an analysis of key risks and significant events [Business Review and Outlook](index=6&type=section&id=Business%20Review%20and%20Outlook) This year, the Group's total revenue decreased to **HKD 489.8 million**, primarily due to reduced revenue from the mainland China oil trading business, partially offset by growth in construction and agriculture. The Group actively invested in a Shandong bio-energy project, aligning with national rural revitalization policies, which processes organic waste into green natural gas and has entered trial production, with future plans to prudently evaluate opportunities and expand revenue streams amidst economic slowdown and rising costs - The Group primarily engages in construction and engineering, oil, agriculture, and bio-energy businesses, with annual revenue decreasing from **HKD 661.2 million** to **HKD 489.8 million**, mainly due to a decline in oil trading revenue[15](index=15&type=chunk) - In February 2023, the Group approved investment in a rural biomass comprehensive development and utilization project in Shandong, aligning with China's '14th Five-Year Plan' and now in the land acquisition and facility construction phases[16](index=16&type=chunk) [Key Risks and Uncertainties](index=6&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including the non-recurring nature of business contracts, potential legal disputes, challenges in project cost control, reliance on stable labor supply, and macroeconomic, energy price volatility, and agriculture-related natural disaster and price cyclical risks - The Group's risks include the non-recurring nature of contracts, legal dispute risks, sub-contracting and material cost fluctuation risks, and labor supply stability risks[17](index=17&type=chunk)[18](index=18&type=chunk) - Industry-specific risks include the oil business being affected by macroeconomic conditions and energy prices, such as oil price volatility due to geopolitical influences, and the agriculture business facing extreme weather, natural disasters, pests, and fluctuations in product selling and procurement prices[22](index=22&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) This fiscal year, the Group's total revenue decreased by **25.9%** year-on-year to **HKD 489.8 million**, with gross profit significantly declining by **82.7%** to **HKD 3.8 million**, primarily dragged by the oil trading business. Despite recording a **HKD 5.1 million** impairment credit reversal, increased selling expenses and finance costs ultimately led to an expanded annual loss of **HKD 20.1 million** Key Financial Indicators | Financial Metric | FY2024 (HKD million) | FY2023 (HKD million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Revenue** | 489.8 | 661.2 | -25.9% | | **Direct Costs** | 486.0 | 639.1 | -24.0% | | **Gross Profit** | 3.8 | 22.1 | -82.7% | | **Impairment Loss (Net of Reversal)** | (5.1) | 6.2 | N/A | | **Selling Expenses** | 2.9 | 1.0 | +190% | | **Finance Costs** | 1.3 | 0.6 | +116.7% | | **Loss for the Year** | 20.1 | 8.8 | +128.4% | [Liquidity and Financial Resources](index=9&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2024, the Group's financial position indicates tightening liquidity, with total assets slightly increasing to **HKD 291.7 million**, but cash and bank balances sharply declining from **HKD 153.3 million** to **HKD 23.9 million**. Total interest-bearing borrowings significantly increased to **HKD 75.3 million**, causing the gearing ratio to surge from **9.8%** to **48.8%**, and the current ratio to drop from **2.5 times** to **1.2 times** Key Liquidity and Financial Resources Indicators | Metric | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **HKD 291.7 million** | **HKD 274.0 million** | | **Total Liabilities** | **HKD 137.3 million** | **HKD 104.7 million** | | **Shareholders' Equity** | **HKD 154.4 million** | **HKD 169.3 million** | | **Interest-bearing Borrowings and Lease Liabilities** | **HKD 75.3 million** | **HKD 16.6 million** | | **Bank Balances and Cash** | **HKD 23.9 million** | **HKD 153.3 million** | | **Current Ratio** | **1.2 times** | **2.5 times** | | **Gearing Ratio** | **48.8%** | **9.8%** | - The increase in gearing ratio is primarily due to the rise in total borrowings during the year[40](index=40&type=chunk) [Significant Investments and Litigation](index=11&type=section&id=Significant%20Investments%20and%20Litigation) During the year, the Group increased its stake in Biaofa Eco (Juye) from **60%** to **90%** through a **RMB 30 million** capital injection, while its equity in Biaofa Eco (Juancheng) increased to **66.7%** due to other shareholders' withdrawal. Additionally, the Group is involved in four ongoing civil lawsuits, with provisions made for two, one expected to be won, and another for which no liability is anticipated - The Group increased its equity interest in Biaofa Eco (Juye), an indirect wholly-owned subsidiary, from **60%** to **90%** through a capital injection of **RMB 30 million**[53](index=53&type=chunk) - The Group is involved in four civil lawsuits, with provisions made for two, amounting to **HKD 0.267 million** and **HKD 0.409 million** respectively[50](index=50&type=chunk) [Events After Reporting Period](index=13&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, on May 21, 2024, the Group's subsidiary, Biaofa Eco (Juancheng) Co., Ltd., entered into a **RMB 50 million** loan agreement with Industrial Bank, guaranteed by the Company and a director - On May 21, 2024, subsidiary Biaofa Eco (Juancheng) entered into a loan agreement with a principal amount of **RMB 50 million**[60](index=60&type=chunk) [Biographies of Directors and Senior Management](index=13&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the Company's executive directors, independent non-executive directors, and company secretary, including their age, academic background, professional qualifications, industry experience, and their roles and committee memberships within the Company - Executive Directors include Mr. Liu Zhan Cheng, Chairman and Chief Executive Officer, Ms. Qin Mingyue, and Mr. Xu Jing, Chief Financial Officer, all possessing extensive experience in management, investment, finance, and corporate finance[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - Independent Non-executive Directors include Dr. Su Lixin, Mr. Leung Wing Chun, and Dr. Yan Bing, who possess profound professional backgrounds in accounting academia, engineering consulting, and international economic research, respectively[68](index=68&type=chunk)[69](index=69&type=chunk)[72](index=72&type=chunk) [Directors' Report](index=16&type=section&id=Directors'%20Report) The Directors' Report outlines the Group's principal activities, financial performance, dividend policy, share capital structure, and significant transactions. During the reporting period, the Group primarily engaged in construction, oil, agriculture, and bio-energy businesses, experiencing decreased total revenue and expanded losses, with no final dividend recommended. The report discloses connected transactions and capital injections into bio-energy subsidiaries, details directors' and major shareholders' equity interests, and confirms compliance with public float requirements [Results and Dividends](index=18&type=section&id=Results%20and%20Dividends) The Group recorded a loss for the current fiscal year, and the Board does not recommend the payment of a final dividend for the year ended March 31, 2024 - The Directors do not recommend the payment of a final dividend for the year ended March 31, 2024[85](index=85&type=chunk) [Discloseable and Connected Transactions](index=21&type=section&id=Discloseable%20and%20Connected%20Transactions) During the reporting period, the Group undertook two significant discloseable transactions: a joint capital injection with connected persons into Biaofa Eco (Juancheng), approved by independent shareholders, and a **RMB 30 million** capital injection into another subsidiary, Biaofa Eco (Juye), to support its biomass clean energy business development - The Group, together with connected persons including Shandong Caijin Energy, made a capital injection into Biaofa Eco (Juancheng) Co., Ltd., constituting a discloseable and connected transaction, which was approved by shareholders at an EGM on February 13, 2023[110](index=110&type=chunk)[111](index=111&type=chunk) - On December 6, 2023, the Group injected **RMB 30 million** into Biaofa Eco (Juye) Co., Ltd., a discloseable transaction aimed at developing the biomass clean energy market[115](index=115&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 contributing **21.3%** of total turnover and the top five customers accounting for **62.5%**. On the supply side, the largest supplier represented **11.7%** of total direct costs, and the top five suppliers collectively accounted for **30.9%** Customer and Supplier Concentration | Concentration Metric | Percentage | | :--- | :--- | | **Largest Customer as % of Total Turnover** | **21.3%** | | **Top Five Customers as % of Total Turnover** | **62.5%** | | **Largest Supplier as % of Total Direct Costs** | **11.7%** | | **Top Five Suppliers as % of Total Direct Costs** | **30.9%** | [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures](index=25&type=section&id=Directors'%20and%20Chief%20Executives'%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures) As of March 31, 2024, Chairman Mr. Liu Zhan Cheng beneficially owned **74.86%** of the Company's shares through his controlled corporation, making him the controlling shareholder. Executive Director Mr. Xu beneficially owned **10,000** shares. No other directors or chief executives held interests in the Company's shares Directors' and Chief Executives' Interests in Shares | Name | 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%** | | **Mr. Xu** | Beneficial owner | **10,000** | **<0.01%** | [Corporate Governance Report](index=27&type=section&id=Corporate%20Governance%20Report) This report outlines the Company's corporate governance structure and practices, noting adherence to the Corporate Governance Code with three deviations during the reporting period: non-separation of Chairman and CEO roles, Chairman's absence from the AGM, and insufficient board meeting frequency. It details the Board's responsibilities, the functions of its Audit, Remuneration, and Nomination Committees, and the Company's policies on risk management, internal control, information disclosure, and shareholder communication [Corporate Governance Practices](index=28&type=section&id=Corporate%20Governance%20Practices) The Company has applied the principles and provisions of the Corporate Governance Code, but during the reporting period, there were three deviations: the Chairman and Chief Executive roles are held by the same person (deviation from Code Provision C.2.1), the Chairman did not attend the AGM (deviation from Code Provision F.2.2), and the Board held insufficient regular meetings (deviation from Code Provision C.5.1). Additionally, the Company has not arranged legal liability insurance for directors (deviation from Code Provision C.1.8) - The Company has complied with the Corporate Governance Code, but with three main deviations: - **Overlap of Chairman and CEO roles**: Mr. Liu Zhan Cheng holds both Chairman and CEO positions, deviating from Code Provision C.2.1 - **Chairman's absence from AGM**: Chairman Mr. Liu Zhan Cheng was unable to attend the 2023 Annual General Meeting, deviating from Code Provision F.2.2 - **Insufficient Board meeting frequency**: Only two regular Board meetings were held during the year, instead of the required minimum of four, deviating from Code Provision C.5.1[152](index=152&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - The Company has not arranged appropriate legal liability insurance for its directors, deviating from Code Provision C.1.8, as the Company assessed the related risk to be minimal[154](index=154&type=chunk) [Board Committees](index=35&type=section&id=Board%20Committees) The Board has three committees: Remuneration, Nomination, and Audit. The Remuneration Committee reviews directors' and senior management's remuneration. The Nomination Committee reviews Board composition and nominates new directors. The Audit Committee, comprising three independent non-executive directors, oversees financial reporting, internal control, and risk management. All committees held meetings during the year to fulfill their duties - **Remuneration Committee**: Chaired by Mr. Leung Wing Chun, with members Dr. Su Lixin and Mr. Liu Zhan Cheng. One meeting was held during the year to review directors' and senior management's remuneration[185](index=185&type=chunk) - **Nomination Committee**: Chaired by Mr. Liu Zhan Cheng, with members Dr. Su Lixin and Mr. Leung Wing Chun. One meeting was held during the year to review and recommend matters related to the re-election of directors[187](index=187&type=chunk)[188](index=188&type=chunk) - **Audit Committee**: Chaired by Dr. Su Lixin, with members Mr. Leung Wing Chun and Dr. Yan Bing. Two meetings were held during the year to review annual and interim results, internal control, and risk management systems[189](index=189&type=chunk) [Risk Management and Internal Control](index=39&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board bears overall responsibility for the Group's risk management and internal control systems, reviewing them at least annually. The Group has established risk identification, assessment, and mitigation procedures. An independent consultant reviewed the internal control system, which the Audit Committee deemed effective and adequate. Although the Corporate Governance Code suggests an internal audit function, the Company currently does not have one and will review its necessity annually - The Board is responsible for overseeing the internal control and risk management systems, reviewing their effectiveness at least annually[202](index=202&type=chunk) - The Group engaged an independent consultant to review the internal control system, which the Audit Committee and the Board deemed effective and adequate[203](index=203&type=chunk) - The Company has not established an internal audit function but will review the necessity of doing so annually[204](index=204&type=chunk) [Independent Auditor's Report](index=41&type=section&id=Independent%20Auditor's%20Report) Huarong (Hong Kong) CPA Limited, the independent auditor, issued an unqualified opinion on the Group's consolidated financial statements as of March 31, 2024, affirming that they present a true and fair view of the Group's financial position, performance, and cash flows. The report highlighted two key audit matters: revenue recognition for construction contracts and the valuation of trade receivables and contract assets, both involving significant management judgment and estimation - The auditor issued an unqualified opinion on the consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and operating results[218](index=218&type=chunk) - Key Audit Matter One: **Revenue recognition for construction contracts**. This is considered a key audit matter due to its material amount and the significant judgment and estimation involved in assessing project progress[223](index=223&type=chunk) - Key Audit Matter Two: **Valuation of trade receivables and contract assets**. This is considered a key audit matter because their balances are material to the financial statements as a whole, and the estimation of expected credit losses involves significant management judgment[225](index=225&type=chunk) [Consolidated Financial Statements](index=46&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows, providing a comprehensive overview of the Group's financial performance and position [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, 2024, the Group's revenue significantly decreased to **HKD 489.8 million** from **HKD 661.2 million** last year, with gross profit falling from **HKD 22.1 million** to **HKD 3.8 million**. Due to reduced revenue and various expenses, the annual loss expanded from **HKD 8.8 million** to **HKD 20.1 million**, resulting in a total comprehensive expense of **HKD 24.4 million** after accounting for exchange differences Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD thousand) | 2024 | 2023 | | :--- | :--- | :--- | | **Revenue** | 489,794 | 661,230 | | **Gross Profit** | 3,816 | 22,116 | | **Loss Before Tax** | (20,353) | (7,351) | | **Loss for the Year** | (20,133) | (8,829) | | **Loss Attributable to Owners of the Company** | (19,940) | (8,829) | | **Total Comprehensive Expense for the Year** | (24,368) | (10,101) | | **Basic Loss Per Share (HK cents)** | (1.33) | (0.63) | [Consolidated Statement of Financial Position](index=48&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets were **HKD 291.7 million**, slightly up from **HKD 274.0 million** last year, primarily driven by an increase in non-current assets from **HKD 15 million** to **HKD 146 million**. Total liabilities rose from **HKD 104.7 million** to **HKD 137.3 million**, while total shareholders' equity decreased from **HKD 169.3 million** to **HKD 154.4 million**, with a significant reduction in cash and cash equivalents Consolidated Statement of Financial Position | Item (HKD thousand) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Non-current Assets** | 145,973 | 14,992 | | **Current Assets** | 145,737 | 258,983 | | **Total Assets** | 291,710 | 273,975 | | **Current Liabilities** | 124,278 | 103,930 | | **Non-current Liabilities** | 13,042 | 727 | | **Total Liabilities** | 137,320 | 104,657 | | **Net Assets** | 154,390 | 169,318 | | **Equity Attributable to Owners of the Company** | 144,815 | 169,318 | | **Non-controlling Interests** | 9,575 | – | [Consolidated Statement of Changes in Equity](index=49&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2024, equity attributable to owners of the Company decreased from **HKD 169.3 million** at the beginning of the year to **HKD 144.8 million**, primarily due to a **HKD 19.9 million** loss for the year and a **HKD 4.1 million** decrease in translation reserve. Additionally, **HKD 9.6 million** in non-controlling interests was recognized due to subsidiary acquisitions and changes in non-controlling interests - Equity attributable to owners of the Company decreased from **HKD 169.3 million** to **HKD 144.8 million**, primarily due to a total comprehensive expense of **HKD 24.1 million** for the year[244](index=244&type=chunk) - Non-controlling interests were first recognized during the year due to the acquisition of subsidiaries and equity changes, with an ending balance of **HKD 9.575 million**[244](index=244&type=chunk) [Consolidated Statement of Cash Flows](index=50&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group's net cash and cash equivalents decreased by **HKD 122.6 million**. Net cash outflow from operating activities was **HKD 56.7 million**, primarily impacted by working capital changes. Net cash outflow from investing activities amounted to **HKD 90.5 million**, mainly for purchasing property, plant, and equipment and acquiring associates. Net cash inflow from financing activities was **HKD 24.6 million**, derived from new borrowings Consolidated Statement of Cash Flows | Item (HKD thousand) | 2024 | 2023 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | (56,690) | (17,535) | | **Net Cash Used in Investing Activities** | (90,478) | (907) | | **Net Cash Generated from Financing Activities** | 24,616 | 33,615 | | **Net (Decrease) Increase in Cash and Cash Equivalents** | (122,552) | 15,173 | | **Cash and Cash Equivalents at Beginning of Year** | 153,344 | 139,538 | | **Cash and Cash Equivalents at End of Year** | 23,921 | 153,344 | [Notes to the Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information for the financial statements, covering accounting policies, detailed segment results, composition of significant assets and liabilities, related party transactions, contingent liabilities, capital commitments, and post-reporting period events. Key highlights include a significant decline in oil business revenue as the primary driver of overall revenue decrease, substantial capital expenditure and losses in the bio-energy business during its large-scale investment and construction phase, the Group's phased acquisition of associate 'Biaofa Eco (Juancheng)' into a controlled subsidiary, and increased borrowings from related parties to support new business development - **Segment Information (Note 6)**: The Group is divided into four segments: construction and engineering, oil, agriculture, and bio-energy. The oil business segment's performance shifted from profit to loss, while the newly invested bio-energy business segment recorded a **HKD 4.55 million** loss[426](index=426&type=chunk)[428](index=428&type=chunk) - **Trade Receivables (Note 22)**: Net trade receivables decreased from **HKD 44.7 million** to **HKD 13.9 million**. Receivables aged over 180 days constitute a higher proportion of the total, amounting to **HKD 23.23 million**[483](index=483&type=chunk)[486](index=486&type=chunk) - **Borrowings (Note 28)**: Total borrowings significantly increased from **HKD 14.87 million** to **HKD 61.08 million**, with new borrowings primarily from company directors and related parties to support business development[507](index=507&type=chunk)[509](index=509&type=chunk)[510](index=510&type=chunk) - **Step Acquisition (Note 43)**: During the year, the Group's investment in 'Biaofa Eco (Juancheng)' transitioned from an associate to a controlled subsidiary, with the transaction treated as an acquisition of a group of assets and liabilities rather than a business combination[602](index=602&type=chunk)[603](index=603&type=chunk) - **Capital Commitments (Note 42)**: As of the reporting period end, the Group had capital commitments of approximately **HKD 186 million**, primarily for unpaid registered capital of subsidiaries (**HKD 108 million**) and construction costs for property, plant, and equipment (**HKD 77.75 million**)[599](index=599&type=chunk) - **Events After Reporting Period (Note 44)**: In May 2024, subsidiary Biaofa Eco (Juancheng) entered into a loan agreement with a principal amount of **RMB 50 million** to support its development[604](index=604&type=chunk) [Financial Summary](index=147&type=section&id=Financial%20Summary) This section provides a summary of the Group's performance, assets, and liabilities over the past five fiscal years. Data indicates significant fluctuations in the Group's revenue over the past five years, peaking in FY2023 before declining in FY2024. In terms of profitability, the Group has recorded losses for the past three consecutive years. Asset size has continuously grown over the past five years, while total liabilities have significantly increased in the last two years Five-Year Financial Performance Summary | Year Ended March 31 (HKD thousand) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 489,794 | 661,230 | 306,558 | 221,894 | 295,885 | | **Profit (Loss) for the Year** | (20,133) | (8,829) | (21,010) | 1,006 | 1,043 | Five-Year Financial Position Summary | As of March 31 (HKD thousand) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 291,710 | 273,975 | 253,754 | 149,411 | 159,164 | | **Total Liabilities** | (137,320) | (104,657) | (108,430) | (31,706) | (42,465) | | **Total Equity** | 154,390 | 169,318 | 145,324 | 117,705 | 116,699 |

[Financial Performance](index=2&type=section&id=Annual%20Results%20Announcement) The Group's FY2024 financial performance reflects declining revenue, expanded losses, and shifts in its financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue declined 25.9% to HKD 490 million, gross profit fell 82.7%, and loss expanded to HKD 20.13 million Consolidated Statement of Profit or Loss and Other Comprehensive Income (Thousand HKD) | Indicator | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 489,794 | 661,230 | -25.9% | | Gross Profit | 3,816 | 22,116 | -82.7% | | Loss Before Tax | (20,353) | (7,351) | +176.9% | | Loss for the Year | (20,133) | (8,829) | +128.0% | | Loss Attributable to Owners of the Company | (19,940) | (8,829) | +125.8% | | Basic Loss Per Share (HK cents) | (1.33) | (0.63) | +111.1% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets slightly increased to HKD 292 million, but net current assets and net assets decreased, with total liabilities rising Consolidated Statement of Financial Position (Thousand HKD) | Indicator | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 145,973 | 14,992 | +873.7% | | Current Assets | 145,737 | 258,983 | -43.7% | | **Total Assets** | **291,710** | **273,975** | **+6.5%** | | Current Liabilities | 124,278 | 103,930 | +19.6% | | Non-current Liabilities | 13,042 | 727 | +1694.0% | | **Total Liabilities** | **137,320** | **104,657** | **+31.2%** | | **Net Assets** | **154,390** | **169,318** | **-8.8%** | | Cash and Cash Equivalents | 23,921 | 153,344 | -84.4% | [Notes to the Financial Statements](index=4&type=section&id=Notes) Detailed notes on accounting policy changes, revenue breakdown, and key financial items provide context to the financial statements [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=4&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted new and revised HKFRS, including changes related to accounting estimates and deferred tax, with no significant financial impact - The Group first applied several new and revised Hong Kong Financial Reporting Standards this year, including HKAS 8, 12, and 1, but these amendments had no significant impact on the Group's financial statements[9](index=9&type=chunk)[12](index=12&type=chunk)[14](index=14&type=chunk) - In response to the abolition of the MPF offsetting mechanism against long service payments in Hong Kong, the Group changed its accounting policy, recognizing an adjustment of **HKD 73,000** in the current period due to its minor financial impact, without retrospective adjustment[19](index=19&type=chunk)[20](index=20&type=chunk)[23](index=23&type=chunk) [3. Revenue](index=9&type=section&id=3.%20Revenue) Total revenue decreased to HKD 490 million, primarily due to a decline in petroleum business, partially offset by growth in construction and agriculture Revenue by Business Segment (Thousand HKD) | Business Segment | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Construction and Engineering Related | 202,411 | 153,871 | +31.5% | | Petroleum Business | 222,971 | 503,207 | -55.7% | | Agricultural Business | 59,015 | 1,101 | +5259.2% | | **Total Revenue from Contracts with Customers** | **484,397** | **658,179** | **-26.4%** | Revenue by Geographical Market (Thousand HKD) | Geographical Market | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Hong Kong | 201,526 | 127,486 | +58.1% | | Mainland China | 282,871 | 530,693 | -46.7% | | **Total** | **484,397** | **658,179** | **-26.4%** | [Notes on Key Financial Items](index=10&type=section&id=Notes%20on%20Key%20Financial%20Items) The Group recorded a net reversal of expected credit loss allowance, increased finance costs, an income tax credit, and no dividend distribution - A net reversal of impairment loss allowance under the expected credit loss model of **HKD 5.143 million** was recorded, compared to an impairment loss of **HKD 6.161 million** in the prior year, primarily due to reversal of impairment on trade receivables[32](index=32&type=chunk) - Finance costs increased to approximately **HKD 1.34 million** from approximately **HKD 0.7 million** in the prior year, mainly due to increased interest on other borrowings[34](index=34&type=chunk) - No dividends were paid or proposed for the current year[38](index=38&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) Management's review of business operations, financial performance, liquidity, key risks, future outlook, and strategic initiatives [Business Review and Outlook](index=15&type=section&id=Business%20Review%20and%20Outlook) Revenue declined due to reduced petroleum trading, offset by agriculture and construction growth, as the Group develops bio-energy and seeks new income streams amid economic challenges - Annual revenue decreased to **HKD 489.8 million**, primarily due to reduced petroleum trading business in mainland China, partially offset by growth in agricultural and construction businesses[43](index=43&type=chunk) - The Group is actively expanding its bio-energy business, investing in a rural biomass comprehensive utilization project in Shandong Province, which aims to convert organic waste into green natural gas, aligning with national rural revitalization and green development strategies[43](index=43&type=chunk)[44](index=44&type=chunk) - Looking ahead, macroeconomic slowdown and rising interest rates will pressure business, prompting the Group to adopt a cautious strategy and actively seek new opportunities to expand revenue sources[46](index=46&type=chunk) [Financial Review](index=18&type=section&id=Financial%20Review) Revenue declined 25.9% to HKD 490 million, gross profit fell 82.7% to HKD 3.8 million, and loss expanded to HKD 20.1 million Financial Review (Million HKD) | Item | FY2024 (Million HKD) | FY2023 (Million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 489.8 | 661.2 | -25.9% | | Direct Costs | 486.0 | 639.1 | -24.0% | | Gross Profit | 3.8 | 22.1 | -82.7% | | Loss for the Year | 20.1 | 8.8 | +128.4% | - A reversal of expected credit loss of approximately **HKD 5.1 million** was recorded, compared to a loss of **HKD 6.2 million** last year, mainly due to the settlement of credit-impaired trade receivables during the year[57](index=57&type=chunk) - Finance costs increased due to higher borrowings during the year[60](index=60&type=chunk) [Liquidity and Financial Resources](index=20&type=section&id=Liquidity%20and%20Financial%20Resources) Cash and bank balances significantly decreased, total borrowings increased, leading to a sharp rise in gearing ratio and a decline in current ratio Liquidity and Financial Resources | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Bank Balances and Cash | Approx. **HKD 23.9 million** | Approx. **HKD 153.3 million** | | Total Interest-bearing Borrowings and Lease Liabilities | Approx. **HKD 75.3 million** | Approx. **HKD 16.6 million** | | Current Ratio | Approx. **1.2 times** | Approx. **2.5 times** | | Gearing Ratio | Approx. **48.8%** | Approx. **9.8%** | - The gearing ratio (total borrowings and lease liabilities divided by total equity) significantly increased, primarily due to the increase in total borrowings during the year[66](index=66&type=chunk)[67](index=67&type=chunk) - As of March 31, 2024, approximately **HKD 6 million** in bank deposits, approximately **HKD 3.4 million** in life insurance policies, and approximately **HKD 9.2 million** in cash collateral were pledged for bank financing or guarantees[69](index=69&type=chunk)[71](index=71&type=chunk) [Principal Risks and Uncertainties](index=16&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces operational, financial, and market risks, including contract dependency, litigation, cost volatility, labor supply, macroeconomic shifts, and agricultural specific challenges - Business risks include the non-recurring nature of contracts, potential legal disputes, cost fluctuations, and reliance on labor supply[48](index=48&type=chunk) - Macroeconomic risks include global energy price volatility due to geopolitical pressures, such as the Russia-Ukraine conflict, impacting petroleum business performance[48](index=48&type=chunk) - Agricultural business faces natural risks (e.g., extreme weather, pests and diseases) and market risks (e.g., cyclical fluctuations in agricultural product and raw material prices)[48](index=48&type=chunk) [Significant Investments, Acquisitions, and Litigations](index=21&type=section&id=Significant%20Investments%2C%20Acquisitions%2C%20and%20Litigations) The Group increased equity in bio-energy subsidiaries through capital injection and is involved in multiple civil litigations with provisions made for some cases - The Group injected **RMB 30 million** into Biaofa Ecological (Juye) Co Ltd, increasing its equity interest to **90%** to advance its bio-energy business[79](index=79&type=chunk) - Yingxin Construction, an indirect wholly-owned subsidiary of the Group, is involved in multiple civil litigations ranging from hundreds of thousands to millions of HKD, with provisions made for some cases expected to be unsuccessful[75](index=75&type=chunk)[78](index=78&type=chunk) [Corporate Governance and Other Information](index=24&type=section&id=Corporate%20Governance%20and%20Other%20Information) Overview of the Group's corporate governance practices, including deviations from the code, and the Audit Committee's review of financial results [Corporate Governance Practices](index=24&type=section&id=Corporate%20Governance%20Practices) The company applied the Corporate Governance Code with deviations, including the Chairman and CEO being the same person, insufficient board meetings, and no director liability insurance - The company deviated from the Corporate Governance Code, with the Chairman and Chief Executive Officer positions held by the same person, Mr. Liu Zhan Cheng, which the Board believes ensures consistency in strategic planning and execution[88](index=88&type=chunk) - Other deviations include the Chairman's absence from the Annual General Meeting, fewer than four regular Board meetings during the year, and no liability insurance purchased for directors[88](index=88&type=chunk)[89](index=89&type=chunk) [Audit Committee and Results Review](index=26&type=section&id=Audit%20Committee) The Audit Committee, composed of independent non-executive directors, reviewed the financial statements, confirming compliance with accounting standards and Listing Rules - The Audit Committee, comprising three independent non-executive directors, reviewed the annual results and deemed the financial statements compliant with applicable accounting standards and Listing Rules[93](index=93&type=chunk) - The company's auditor has reconciled the financial data in this results announcement with the annual audited consolidated financial statements[94](index=94&type=chunk)

Financial Performance - The company reported a revenue of HKD 304,606 thousand for the six months ended September 30, 2023, compared to HKD 319,348 thousand for the same period in 2022, representing a decrease of approximately 4.6%[21] - The gross profit for the period was HKD 3,950 thousand, with a gross margin of approximately 1.3%[21] - The net loss for the period was HKD 7,097 thousand, compared to a net loss of HKD 8,922 thousand in the same period last year, indicating an improvement of approximately 20.4%[21] - The total comprehensive expenses for the period amounted to HKD 11,576 thousand, down from HKD 13,306 thousand in the previous year, reflecting a decrease of approximately 13.0%[21] - The company reported a basic loss per share of HKD 0.48 for the period, compared to HKD 0.66 in the same period last year[21] - Total revenue for the six months ended September 30, 2023, was HKD 301,735,000, a decrease of 5.5% from HKD 319,348,000 in the same period of 2022[34] - The company reported a loss of HKD 7,097,000 for the six months ended September 30, 2023, compared to a loss of HKD 8,922,000 in the same period of 2022, representing a 20.4% improvement[58] - Direct costs decreased from approximately HKD 317.0 million for the six months ended September 30, 2022, to approximately HKD 300.7 million for the same period in 2023, a reduction of about HKD 16.4 million or 5.2%[96] - Administrative and other operating expenses increased by approximately 3.6% from about HKD 10.3 million for the six months ended September 30, 2022, to about HKD 10.7 million for the same period in 2023[97] Revenue Breakdown - Revenue from the Hong Kong market increased to HKD 110,818,000, up 64.3% from HKD 67,466,000 year-on-year[34] - Revenue from mainland China decreased to HKD 190,917,000, down 24.2% from HKD 251,882,000 year-on-year[34] - The construction and engineering segment generated revenue of HKD 111,722,000, while the oil business contributed HKD 185,446,000, and the agriculture segment generated HKD 7,438,000[49] - The group reported total revenue from construction and engineering-related services of HKD 111,722 for the six months ended September 30, 2023, up from HKD 68,972 for the same period in 2022, representing an increase of approximately 62%[63] - The oil business generated sales of HKD 185,446 for the six months ended September 30, 2023, down from HKD 250,376 for the same period in 2022, a decrease of approximately 26%[63] Assets and Liabilities - The total assets as of September 30, 2023, were HKD 188,018 thousand, down from HKD 258,983 thousand as of March 31, 2023[10] - The company's equity decreased to HKD 157,742 thousand from HKD 169,318 thousand as of March 31, 2023, representing a decline of approximately 6.8%[24] - The total assets of the reportable segments as of September 30, 2023, amounted to HKD 195,855,000, with total liabilities of HKD 57,129,000[50] - The company's total assets as of September 30, 2023, were approximately HKD 214.9 million, down from approximately HKD 274.0 million as of March 31, 2023[100] - The debt-to-asset ratio increased to approximately 15.4% as of September 30, 2023, compared to about 9.8% as of March 31, 2023, primarily due to increased bank borrowings[101] Cash Flow and Financing - The company experienced a net cash outflow from operating activities of HKD 83,246 thousand, compared to HKD 82,591 thousand in the previous year[29] - The company's cash and cash equivalents at the end of the period were HKD 59,949 thousand, an increase from HKD 51,565 thousand at the end of the same period last year[29] - As of September 30, 2023, the company had cash and bank balances of approximately HKD 59.9 million, down from approximately HKD 153.3 million as of March 31, 2023[116] - The group had additional borrowings of approximately HKD 29,852,000 during the six months ended September 30, 2023, compared to HKD 13,885,000 for the same period in 2022[78] Employee and Operational Expenses - Employee benefit expenses, including directors' remuneration, totaled HKD 9,256,000, an increase from HKD 8,945,000 in the previous year[56] - The group employed a total of 54 employees as of September 30, 2023, compared to 39 employees for the same period in 2022, with employee costs amounting to approximately HKD 9.3 million, up from HKD 8.9 million[133] Business Development and Strategy - The company has not disclosed any new product developments or market expansion strategies during this reporting period[21] - The company has initiated agricultural operations, including land leasing and agricultural consumables trading, marking a new business segment[36] - The company plans to invest more resources and efforts into biomass clean energy projects to create long-term stable returns for the company and its shareholders[110] - The company is actively exploring technologies and market development related to agricultural biomass comprehensive development and utilization, in response to significant market opportunities from rural revitalization policies[108] - The group aims to contribute to local rural revitalization and environmental protection through its projects, supported by national and local government initiatives[84] Litigation and Claims - The group has ongoing litigation with a client involving claims of approximately HKD 1.87 million, with a counterclaim of about HKD 409,000[122] - The group has not received any judgments regarding ongoing litigation with a subcontractor involving claims of approximately HKD 1.55 million as of September 30, 2023[123] - The group has not made any provisions for a claim of approximately HKD 6.28 million from a client, as it is deemed unlikely that the group will be held liable[130] Shareholder Information - As of September 30, 2023, Mr. Liu Zhan Cheng holds 1,118,460,000 shares, representing 74.86% of the issued share capital[168] - Fujincheng holds 1,118,460,000 ordinary shares, representing 74.86% ownership[169] - Qin Hui, as the spouse of Liu, is considered to have ownership of the same number of shares, also 74.86%[169] - As of September 30, 2023, no directors or key executives hold any reportable interests in the company's shares or related securities[171] - There are no disclosures of interests or short positions by directors or key executives as of September 30, 2023[171] - The company has no additional disclosures regarding interests or short positions from other individuals or entities as of September 30, 2023[171] Stock Options and Dividends - The company did not purchase, sell, or redeem any listed securities during the six months ended September 30, 2023[158] - The board does not recommend the payment of an interim dividend for the six months ended September 30, 2023[160] - As of September 30, 2023, no stock options were granted, exercised, expired, or lapsed under the plan for the six months ended[145] - The plan authorized the grant of 112,000,000 stock options as of April 1, 2023, and September 30, 2023[147] - The total number of shares that may be issued upon the exercise of stock options granted under the plan shall not exceed 10% of the total issued shares of the company on the date of listing[153] - No stock options were granted to any major or significant shareholders or other individuals as of September 30, 2023[157] Capital Structure and Commitments - The company has capital commitments of approximately HKD 129.1 million as of September 30, 2023, compared to HKD 128.9 million as of March 31, 2023[106] - The group’s capital structure remains unchanged, consisting solely of ordinary shares as of September 30, 2023[120]

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。 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） 截至 年 月 日止六個月的 2023 9 30 中期業績公告 中期業績 標準發展集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公司及其附屬 公司（統稱「本集團」）截至2023年9月30日止六個月之簡明綜合業績連同截至2022年9月30 日止六個月之比較數字如下。 ...

Financial Performance - The total revenue for the fiscal year ending March 31, 2023, increased by approximately 115.7% to about HKD 661.2 million, up from approximately HKD 306.6 million for the previous fiscal year[7]. - The loss attributable to shareholders decreased from approximately HKD 20.5 million to about HKD 10.1 million, primarily due to increased gross profit from the oil business[7]. - For the fiscal year ending March 31, 2023, the company recorded revenue of approximately HKD 661.2 million, a significant increase of about 115.7% from HKD 306.6 million in the previous year[41]. - The increase in revenue was primarily driven by the growth in oil trading business in mainland China, offsetting a decrease in construction business revenue due to fewer projects undertaken[51]. - Direct costs increased from approximately HKD 296.4 million for the year ended March 31, 2022, to approximately HKD 639.1 million for the year ended March 31, 2023, representing an increase of approximately HKD 342.7 million or about 115.6%[52]. Strategic Initiatives - The company has approved an investment in a rural biomass comprehensive development project aimed at converting organic waste into green natural gas, aligning with China's 14th Five-Year Plan[6][13]. - The project for converting organic waste is expected to effectively reduce carbon emissions and produce clean energy, with by-products used as organic fertilizers[6][13]. - The company aims to diversify its business to reduce risks associated with concentrated operations and high policy risk areas[9]. - The company is actively exploring technologies and market developments related to agricultural planting and rural biomass utilization to capitalize on opportunities arising from rural revitalization policies in China[28]. - The board is focused on developing businesses aligned with China's strategic development direction and is closely monitoring market changes to formulate long-term business plans and strategies[25]. Economic Challenges - The company is facing challenges from economic slowdown, insufficient consumer spending, and high funding costs due to interest rate hikes by the Federal Reserve[9]. - The company acknowledges the economic pressures from factors such as economic slowdown, weak consumer demand, and rising funding costs due to U.S. Federal Reserve interest rate hikes[42]. - The geopolitical tensions, particularly the conflict between Russia and Ukraine, are expected to continue affecting global energy prices, which may have adverse effects on the company's performance[44]. Corporate Governance - The company has adopted the principles and code provisions of the Corporate Governance Code as per the listing rules, with compliance noted except for specific deviations mentioned on pages 36 and 40[131]. - The board has adopted a dividend policy aimed at providing shareholders with a share of the group's profits, subject to certain conditions including shareholder equity and any restrictions imposed by lenders[95][98]. - The company has established a nomination policy for the selection and appointment of directors, ensuring a diverse range of perspectives and experiences[130]. - The board composition includes a higher proportion of independent non-executive directors than required by listing rules, ensuring a balance of skills and experience[124]. - The company has complied with the disclosure requirements under the listing rules regarding related party transactions[115]. Shareholder Relations - The company has maintained strong relationships with major clients, with most relationships lasting between one to ten years, ensuring a stable client base[47]. - The company plans to utilize the net proceeds from the rights issue for various purposes, including expanding market share in Hong Kong and enhancing marketing resources, with a total of HKD 51.2 million allocated for these initiatives[61]. - The company issued 150,000,000 shares at a subscription price of HKD 0.23 per share, raising a total of HKD 34.5 million from the rights issue[63]. - As of March 31, 2023, the reserves available for distribution to owners, including share premium and retained earnings, reached approximately HKD 154.4 million[109]. Risk Management - The company faces risks related to disputes, claims, or litigation that may impact its operations and financial condition[29]. - The company has purchased liability insurance for directors and senior management to cover potential legal liabilities arising from their duties[134]. - The board is responsible for overseeing major matters, including strategy formulation, financial performance monitoring, and risk management systems[133]. Employee Relations - The board expressed gratitude to all employees for their hard work in a challenging operating environment, emphasizing the importance of teamwork[26]. - The remuneration committee reviews the compensation policy for directors and senior management based on performance and market practices[148]. - The remuneration committee will hold at least one meeting annually to discuss compensation matters, including the remuneration of directors and senior management[173].

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） 截至 年 月 日止年度之 2023 3 31 全年業績公告 全年業績 標準發展集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公司及其附屬 公司（統稱「本集團」）截至2023年3月31日止年度的綜合業績，連同截至2022年3月31日止年 度的比較數字。 ...

Financial Performance - For the six months ended September 30, 2022, the company reported revenue of HKD 319,348,000, a significant increase from HKD 73,818,000 in the same period of 2021, representing a growth of approximately 332%[7] - The gross profit for the same period was HKD 2,331,000, compared to HKD 1,787,000 in 2021, indicating an increase of about 30%[7] - The company incurred a loss before tax of HKD 7,502,000, which is an improvement from a loss of HKD 9,689,000 in the previous year, reflecting a reduction of approximately 22%[7] - The total comprehensive loss for the period was HKD 13,306,000, compared to HKD 9,759,000 in the same period last year, showing an increase of about 36%[7] - The basic loss per share for the period was HKD 0.66, an improvement from HKD 0.85 in the previous year[7] - The company reported a loss of HKD 8,922,000 for the six months ended September 30, 2022, compared to a loss of HKD 9,759,000 for the same period in 2021, indicating a 9% improvement in performance[44] Assets and Liabilities - As of September 30, 2022, the total assets amounted to HKD 153,810,000, a decrease from HKD 241,606,000 as of March 31, 2022, representing a decline of approximately 36%[9] - The company's net current assets were HKD 122,060,000, down from HKD 134,865,000 as of March 31, 2022, indicating a decrease of about 9%[9] - The total equity as of September 30, 2022, was HKD 132,018,000, a decline from HKD 145,324,000 as of March 31, 2022, reflecting a decrease of approximately 9%[10] - The company reported a significant increase in trade and other receivables, which rose to HKD 66,798,000 from HKD 57,956,000, indicating an increase of about 15%[9] - Trade receivables as of September 30, 2022, amounted to HKD 69,473,000, with a credit loss provision of HKD 15,712,000, resulting in a net receivable of HKD 53,761,000, compared to HKD 54,637,000 net receivable as of March 31, 2022[48] - The company’s trade payables as of September 30, 2022, were HKD 6,246,000, a significant decrease from HKD 82,337,000 as of March 31, 2022[51] Cash Flow and Financing - The net cash used in operating activities for the six months ended September 30, 2022, was HKD (82,591) thousand, a significant decrease from HKD 7,259 thousand in the same period of 2021[17] - The company reported a total cash and cash equivalents balance of HKD 51,565 thousand at the end of the period, down from HKD 69,464 thousand at the end of the previous period[17] - The financing activities resulted in a net cash outflow of HKD (630) thousand, compared to a net inflow of HKD 31,281 thousand in the same period last year[17] - Total borrowings increased to approximately HKD 13,885,000 during the interim period, compared to HKD 7,565,000 for the same period in 2021, indicating a significant rise in leverage[54] Operational Highlights - The company is focusing on expanding its market presence and developing new products, although specific details on new products and technologies were not disclosed in the report[7] - The company has initiated trading in consumables and oil, which is considered a new operating segment[30] - The company is actively researching technologies related to agricultural biomass development to capitalize on market opportunities arising from rural revitalization initiatives in China[62] - The company aims to prepare for ongoing challenges posed by the pandemic while striving to improve returns for shareholders[62] Employee and Administrative Expenses - Employee benefit expenses, including director remuneration, totaled HKD 12,384,000 for the six months ended September 30, 2022, down from HKD 14,106,000 in the previous year, reflecting a decrease of 12%[42] - Employee costs for the six months ended September 30, 2022, were approximately HKD 8.3 million, down from HKD 11.3 million for the same period in 2021, reflecting a reduction of about 26.5%[96] - Administrative and other operating expenses increased by approximately 14.9% from about HKD 8.7 million to approximately HKD 10.3 million, mainly due to increased operating expenses in new offices[67] Shareholder and Capital Structure - The company successfully raised approximately HKD 49.28 million through a rights issue, issuing up to 224,000,000 shares at a subscription price of HKD 0.22 per share[80] - As of September 30, 2022, the company's issued share capital was HKD 13.4 million, with a total of 1,344,000,000 shares issued at a par value of HKD 0.01 per share[79] - The net proceeds from the rights issue, after expenses, amounted to approximately HKD 48.08 million, with a net subscription price of about HKD 0.21 per share[82] - The company plans to allocate approximately HKD 34.1 million from the subscription proceeds, with around HKD 3.4 million (about 10%) for general working capital and approximately HKD 30.7 million (about 90%) for oil product trading[86] Governance and Compliance - The company has complied with all applicable provisions of the Corporate Governance Code, except for a deviation regarding the roles of the Chairman and CEO, which are held by the same individual since June 8, 2021[194] - The company aims to fill the vacancy of the authorized representative as soon as practicable to ensure compliance with Listing Rule 3.05[195] - The company believes that the current arrangement of having the same individual as Chairman and CEO does not impair the balance of power and accountability[194] - The company has made sufficient disclosures in accordance with applicable accounting standards and legal requirements for the interim report[199] Litigation and Risks - The company is involved in ongoing litigation with various clients, with claims amounting to approximately HKD 6,283,000 related to a civil lawsuit[90] - The company has provided bank guarantees for contract performance amounting to approximately HKD 15,853,000 as of September 30, 2022, an increase from HKD 14,088,000 as of March 31, 2022[94] - The company has no significant foreign exchange risk as all revenue-generating activities and borrowings are conducted in HKD and RMB[77]

Financial Performance - Total revenue increased by HKD 84.7 million or 38.2% to approximately HKD 306.6 million for the year ended March 31, 2022, compared to approximately HKD 221.9 million for the previous year[8]. - The group recorded a loss attributable to shareholders of approximately HKD 20.5 million, a decrease of HKD 21.5 million from a profit of approximately HKD 1.0 million in the previous year, primarily due to provisions for expected credit losses related to legal disputes[8]. - Revenue from mainland China operations was approximately HKD 154.2 million, demonstrating the effectiveness of the board's strategic decisions despite the pandemic's impact[8]. - The group's revenue increased by approximately HKD 84.7 million or 38.2% to about HKD 306.6 million for the year ended March 31, 2022, compared to HKD 221.9 million for the year ended March 31, 2021[23]. - Direct costs rose by approximately HKD 88.4 million or 42.5% to about HKD 296.4 million for the year ended March 31, 2022, from approximately HKD 208.0 million for the previous year[25]. - Gross profit decreased by about 26.6% to approximately HKD 10.2 million for the year ended March 31, 2022, down from about HKD 13.9 million for the previous year[26]. - Impairment losses under the expected credit loss model amounted to approximately HKD 8.8 million for the year ended March 31, 2022, compared to a reversal of impairment losses of HKD 2.0 million for the previous year[27]. - Administrative and other operating expenses increased by approximately 50.0% to about HKD 22.5 million for the year ended March 31, 2022, from approximately HKD 15.0 million for the previous year[28]. - The group reported a loss of approximately HKD 21.0 million for the year ended March 31, 2022, compared to a profit of approximately HKD 1.0 million for the year ended March 31, 2021[31]. - The group's financing costs decreased from approximately HKD 1.0 million for the year ended March 31, 2021, to approximately HKD 0.4 million for the year ended March 31, 2022, a reduction of about 60%[29]. - The group's income tax expense changed from approximately HKD 0.8 million for the year ended March 31, 2021, to a tax credit of approximately HKD 0.7 million for the year ended March 31, 2022[30]. Business Strategy and Operations - The group plans to continue expanding its mainland China business and diversify into more industry sectors to mitigate risks associated with concentrated operations[10]. - The government set a 5.5% annual economic growth target, reinforcing the board's commitment to invest more resources in the mainland market[10]. - The group will adopt a more cautious approach to its existing business in Hong Kong due to uncertainties from macroeconomic changes and the local pandemic situation[10]. - The board will conduct a thorough review of current operations and explore opportunities in other industries to expand revenue sources and counteract economic downturns[12]. - The group aims to actively seek business opportunities in other industries and develop long-term business plans and strategies to capitalize on market recovery[14]. - The group has maintained strong relationships with major clients, with most relationships lasting between one to ten years[20]. - The group has not encountered any significant difficulties with suppliers or subcontractors during the year[21]. - The group has complied with applicable labor laws and regulations, ensuring good relations with employees without any strikes or labor disputes during the year[22]. Assets and Liabilities - As of March 31, 2022, the group's total assets were approximately HKD 253.8 million, up from approximately HKD 149.4 million in 2021[32]. - The group's interest-bearing borrowings and lease liabilities totaled approximately HKD 16.3 million as of March 31, 2022, down from approximately HKD 25.1 million in 2021[32]. - The group's current ratio was approximately 2.3 times as of March 31, 2022, compared to 4.6 times in 2021[32]. - The group's cash and bank balances were approximately HKD 139.5 million as of March 31, 2022, compared to approximately HKD 30.9 million in 2021[34]. - The group's debt-to-asset ratio decreased to approximately 11.2% as of March 31, 2022, from approximately 21.3% in 2021[36]. - As of March 31, 2022, the group had no significant foreign exchange risk as all revenue-generating operations and borrowings were conducted in HKD and RMB[40]. Investments and Projects - As of March 31, 2022, the group has provided cash flow of approximately HKD 15.5 million for the initial stages of fourteen new projects, with a total contract value of not less than HKD 37.0 million[52]. - The group has incurred approximately HKD 2.6 million in recruiting a project manager and two site supervisors to establish a public housing improvement and maintenance team[54]. - The group has spent about HKD 1.4 million to recruit two designers and one project manager for the development of its interior design and decoration business[54]. - Approximately HKD 6.0 million has been spent on recruiting additional personnel, including a site foreman and two project assistants, to enhance project execution capabilities[57]. - The group has allocated around HKD 3.0 million for the renovation of its new office to accommodate staff expansion and prepare for new opportunities in the residential sector[57]. - The group has utilized approximately HKD 2.5 million for the construction of an interior design and decoration simulation unit in its new office, which will be open to the public[54]. - The group plans to bid for projects exceeding HKD 40.0 million in total contract value for decoration, renovation, and extension works[52]. - The group has participated in nine interior design competitions to enhance its market reputation and demonstrate its capabilities[54]. - The group has completed all projects funded by the cash flow provided for new projects, ensuring that all funds have been utilized appropriately[52]. Shareholder and Dividend Information - The board did not recommend the payment of a final dividend for the year ended March 31, 2022, consistent with the previous year[75]. - The company reported a total distributable reserve of approximately HKD 48.4 million as of March 31, 2022[108]. - The company has adopted a dividend policy aimed at providing shareholders with a share of the group's profits, subject to certain conditions[93]. - The company’s board will consider various factors, including financial performance and operational needs, when recommending dividends[93]. Corporate Governance - The company has established three board committees: the remuneration committee, nomination committee, and audit committee, each with clear written terms of reference[179]. - The company has adopted a board diversity policy to enhance performance through diverse board composition[150]. - The independent auditor for the group was appointed on April 27, 2020, with no changes in the past three years[139]. - The company emphasizes the importance of ongoing professional development for directors to ensure informed contributions to the board[178]. - The company has purchased liability insurance for its directors and senior management[146]. - The company’s consolidated financial statements for the year ending March 31, 2022, were reviewed by the audit committee and deemed compliant with applicable accounting standards and listing rules[187]. - The board of directors is responsible for overseeing the company's internal control, financial monitoring, and risk management systems, with annual reviews conducted[198]. - The company has established risk management procedures that include risk identification, assessment, and mitigation strategies[199].