于2025年7月31日下午四时正，要约人根据要约已接获有关合共90,000股要约股份（相当于公司于本联 合公告日期全部已发行股本0.009%）的1份有效接纳。 紧随要约截止后及于本联合公告日期，待股份过户登记处妥为登记要约股份的转让后，合共249,910,000 股股份（占公司于本联合公告日期已发行股本总额约24.99%）由公众人士持有。因此，不符合上市规 则第8.08(1)(a)条所载25%的最低公众持股量规定。要约人的董事及董事已共同及个别向联交所承诺，将 采取适当步骤以确保股份有足够公众持股量。 格隆汇7月31日丨金石控股集团(01943.HK)发布公告，要约已于2025年7月31日下午四时正截止，且要约 人并无进一步修订或延长。 ...

執行董事 King's Stone Holdings Group Limited 金石控股集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1943） 董事名單與其角色和職能 金石控股集團有限公司之董事（「董事」）會（「董事會」）成員載列如下： 董事會設有三個董事委員會。下表提供各董事會成員在該等委員會中所擔任的職位。 | | 董事委員會 | 審核委員會 | 薪酬委員會 | 提名委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 何鑫先生 | | – | – | – | | 曾婧雯女士 | | – | 成員 | 成員 | | 趙瑞強先生 | | – | – | – | | 蔡若茜女士 | | – | – | – | | 林全智先生 | | 主席 | – | 成員 | | 李尚謙先生 | | 成員 | 成員 | 主席 | | 余快先生 | | 成員 | 主席 | – | 香港，二零二五年七月三十一日 何鑫先生 （主席兼行政總裁） 曾婧雯女士 趙瑞強先生 （副主席） 蔡若茜女士 獨立非執行董事 林全智先生 李尚謙先生 余快先生 ...

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聯合公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本聯合公 告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本聯合公告僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約， 亦不構成在任何司法權區索求任何投票或批准，亦不得在與適用法律相抵觸之情 況下在任何司法權區銷售、發行或轉讓本公司證券。 本聯合公告之全部或部分內容不得在、向或從任何將構成違反其適用法律或法規 之司法權區發佈、出版或分發。 Jianeng Era International Trading Co., Limited 嘉能時代國際貿易有限公司 （於香港註冊成立之有限公司） King's Stone Holdings Group Limited 金石控股集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1943） 聯合公告 (1)元庫證券有限公司代表嘉能時代國際貿易有限公司就收購 金石控股集團有限公司之全部已發行股份（要約人及╱或其一致行動人士 已擁有或同意收購者除外）提出之強制性無條件現金收購要約截止 (2)要約結果 ...

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 2025 King's Stone Holdings Group Limited 金石控股集團有限公司 （於開曼群島註冊成立的有限公司） （前稱SILVER TIDE HOLDINGS LIMITED銀濤控股有限公司） 股份代號：1943 環境、社會及 管治報告 2025 Stock code: 1943 環 境、社 會及管 治 報 告 關於本報告 報告概覽 本環境、社會及管治報告（「報告」）概述金石控股集團有限公司（「本公司」）連同其附屬公司（「本集團」或「我 們」）的環境、社會及管治（「環境、社會及管治」）措施、計劃及表現，並展現集團對環境保護及可持續發展 的承諾。 (Incorporated in the Cayman Islands with limited liability) King's Stone Holdings Group Limited 金石控股集團有限公司 (formerly known as SILVER TIDE HOLDINGS LIMITED) 報告期間 本報告描述本集團於截至二零二五年三月 ...

Financial Performance - The total revenue for the fiscal year 2024/25 was approximately HKD 173.4 million, a decrease of about HKD 278.9 million or 61.7% compared to HKD 452.3 million in the fiscal year 2023/24[8][15] - The group recorded a gross loss of approximately HKD 47.1 million for the fiscal year 2024/25, compared to a gross profit of approximately HKD 18.1 million in the fiscal year 2023/24, primarily due to increased subcontracting costs[8][15] - The loss attributable to equity holders of the parent company for the fiscal year 2024/25 was approximately HKD 101.9 million, compared to a loss of approximately HKD 32.3 million for the fiscal year 2023/24 [30] - The basic loss per share from continuing and discontinued operations for the fiscal year 2024/25 was approximately HKD 0.102, compared to approximately HKD 0.032 for the fiscal year 2023/24 [16] - For the fiscal year ending March 31, 2025, the group's revenue from continuing operations was approximately HKD 173.4 million, a decrease of about 61.7% compared to approximately HKD 452.3 million for the fiscal year ending March 31, 2024 (restated) [16] - The group recorded a gross loss of approximately HKD 47.1 million for the fiscal year 2024/25, compared to a gross profit of approximately HKD 18.1 million (restated) for the fiscal year 2023/24 [21] - The company reported a loss of HKD 102,073,000 for the year, compared to a loss of HKD 32,092,000 in the previous year[197] - The net loss for the year, including discontinued operations, was HKD 102,073,000, compared to HKD 32,092,000 in 2024, representing an increase of 218.5%[193] Operational Changes - The company sold its brokerage subsidiary in December 2024, focusing on its core construction business amid challenging market conditions[8] - A significant event occurred in the fiscal year 2024/25 with the change of controlling shareholder, as Huayu Holdings acquired 75% of the issued share capital[9] - The company has no significant acquisitions or disposals of subsidiaries or associates planned for the fiscal year 2024/25[39] - The main business activities include providing construction services in Hong Kong and securities trading, which will cease operations by the end of the fiscal year 2024/25[74] Future Outlook and Strategy - The board is optimistic about the future and plans to integrate advanced electronic components and smart technologies into construction projects to enhance operational efficiency and expand value-added services[11] - The company may consider asset sales, acquisitions, fundraising, restructuring, or business streamlining based on a comprehensive review of its operations and financial status[11] - The group aims to participate in specialized projects such as smart buildings, data centers, and industrial parks through the integration of IoT systems, drone security, and smart energy management[11] - The group plans to enhance its technological innovation and R&D capabilities, focusing on smart building and construction digitalization technologies [18] - The group aims to explore diversification opportunities, particularly in areas benefiting from the integration of advanced electronic components and smart infrastructure [18] Governance and Management - The board consists of five executive directors, three non-executive directors, and six independent non-executive directors, ensuring a balanced skill set and experience for the company's operations[126] - The board believes that combining the roles of chairman and CEO is appropriate under current circumstances, with regular reviews planned[47] - The board is collectively responsible for major policy matters, strategy, budget, and risk management, ensuring informed decision-making[134] - The board has established three committees: audit, remuneration, and nomination, each with clear written terms of reference[136] - The independent non-executive directors represent more than one-third of the board, exceeding the requirements set by the listing rules[128] Risk Management - The company faces operational risks due to potential delays and cost overruns in construction projects, influenced by external factors such as weather and socio-political conditions[81] - Market risks include reliance on government policies and potential financial crises that could adversely affect the construction industry in Hong Kong[82] - The board is responsible for evaluating risks associated with achieving the group's strategic objectives[161] - The company has engaged external independent consultants to review its internal control and risk management systems for the fiscal year 2024/25[161] Employee and Labor Information - The company employed 31 employees in Hong Kong as of March 31, 2025, down from 37 employees a year earlier[44] - The company has a defined contribution mandatory provident fund plan for all employees, with contributions based on a percentage of employees' basic salaries[44] - The company maintained sufficient public float as required by listing rules for the fiscal year 2024/25[105] Environmental and Compliance - The group has established an environmental management policy to minimize adverse environmental impacts and ensure compliance with applicable environmental laws and regulations[85] - The group has complied with all relevant laws and regulations that significantly impact its business operations[86] - The company has adopted an anti-fraud policy and reporting procedures for all levels of personnel within the group[174] Shareholder Communication - The company maintains effective communication with shareholders, emphasizing the importance of ongoing dialogue, particularly through annual and special general meetings[168] - Shareholders can propose independent resolutions at the general meeting, ensuring their rights are maintained[163] - The company is committed to ensuring shareholders receive timely information to exercise their rights and actively participate in company affairs[168] Financial Position - Total non-current assets decreased from HKD 10,353,000 to HKD 249,000, a decline of approximately 97.6%[194] - Current assets decreased from HKD 255,012,000 to HKD 146,145,000, a decline of approximately 42.7%[194] - Current liabilities decreased from HKD 81,235,000 to HKD 40,798,000, a decline of approximately 49.8%[194] - Cash and cash equivalents decreased from HKD 98,139,000 to HKD 9,673,000, a decline of approximately 90.1%[200]

[Annual Results Overview](index=1&type=section&id=Annual%20Results%20Overview) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Goldstone Holdings Group Limited's revenue from continuing operations significantly decreased by **61.7%** to **HK$173.4 million** in FY2025, with gross profit turning into a gross loss of **HK$47.1 million**, and loss for the year expanding to **HK$102.1 million**, resulting in a basic loss per share of **10.2 HK cents** Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 173,388 | 452,263 | (278,875) | -61.7% | | Gross (Loss)/Profit | (47,137) | 18,051 | (65,188) | -361.1% | | Loss Before Income Tax | (99,535) | (30,207) | (69,328) | 229.5% | | Loss for the Year | (102,073) | (32,092) | (69,981) | 218.1% | | Total Comprehensive Loss Attributable to Owners of the Parent | (101,899) | (32,266) | (69,633) | 215.8% | | Basic and Diluted Loss Per Share (HK cents) | (10.2) | (3.2) | (7.0) | 218.8% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, Goldstone Holdings Group's total non-current assets significantly decreased to **HK$249 thousand**, total current assets fell to **HK$146,145 thousand**, leading to a reduction in net assets from **HK$183,843 thousand** to **HK$105,564 thousand** Key Data from Consolidated Statement of Financial Position | Metric | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Non-current Assets | 249 | 10,353 | (10,104) | -97.6% | | Total Current Assets | 146,145 | 255,012 | (108,867) | -42.7% | | Total Current Liabilities | 40,798 | 81,235 | (40,437) | -49.8% | | Net Assets | 105,564 | 183,843 | (78,279) | -42.6% | [Notes to Financial Statements](index=4&type=section&id=Notes%20to%20Financial%20Statements) [Company and Group Information](index=4&type=section&id=Company%20and%20Group%20Information) Goldstone Holdings Group Limited, registered in the Cayman Islands, primarily engages in investment holding, with subsidiaries mainly providing construction services in Hong Kong, including formwork and ancillary works, having terminated its securities trading and brokerage business this year - The company's principal business is investment holding, with subsidiaries providing construction services in Hong Kong (traditional formwork, system formwork, and ancillary works)[5](index=5&type=chunk) - The securities trading and brokerage business was terminated during the year[5](index=5&type=chunk) [Basis of Preparation and Accounting Policies](index=4&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, using the historical cost convention, presented in Hong Kong Dollars, with all figures rounded to the nearest thousand, and control is determined by exposure to variable returns, power, and ability to affect those returns - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and presented under the historical cost convention[6](index=6&type=chunk) - The consolidated financial statements are presented in Hong Kong Dollars, with all values rounded to the nearest thousand[6](index=6&type=chunk) - Control is determined based on the Group's exposure to, or rights to, variable returns from its involvement with the investee and its ability to affect those returns through its power over the investee[7](index=7&type=chunk) [Changes in Accounting Policies and Disclosures](index=5&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) This year, several revised Hong Kong Financial Reporting Standards were first applied, including lease liabilities in sale and leaseback, liability classification, non-current liabilities with covenants, and supplier finance arrangements, but these changes had no significant impact on the Group's financial position or performance - Revised standards applied this year include HKFRS 16 (Amendments), HKAS 1 (Amendments), and HKAS 7 and HKFRS 7 (Amendments)[9](index=9&type=chunk) - These changes in accounting policies had no significant impact on the financial position and performance for the current and prior years[9](index=9&type=chunk) [New and Revised HKFRS Issued but Not Yet Effective](index=6&type=section&id=New%20and%20Revised%20HKFRS%20Issued%20but%20Not%20Yet%20Effective) The Group has not early adopted several new and revised Hong Kong Financial Reporting Standards issued but not yet effective, and these standards are not expected to have a significant impact on the consolidated financial statements in the foreseeable future - The Group has not early adopted new and revised HKFRS, including amendments to financial instrument classification and measurement, sale of assets by an investor to an associate, annual improvements, and presentation and disclosure in financial statements[10](index=10&type=chunk) - The Directors do not expect the application of these new standards to have a significant impact on the consolidated financial statements in the foreseeable future[10](index=10&type=chunk) [Operating Segment Information](index=7&type=section&id=Operating%20Segment%20Information) Operating segment and geographical information is not presented as the Group's resources are integrated, and all revenue and non-current assets are derived from Hong Kong; four major customers contributed over **10%** of revenue this year, with Customer I's contribution significantly decreasing - The Group's resources are integrated, and the chief operating decision-maker focuses on overall operating results, thus no operating segment information is presented[12](index=12&type=chunk) - All the Group's revenue and non-current assets are derived from Hong Kong, so no geographical information is presented[13](index=13&type=chunk) Revenue Contribution from Major Customers | Major Customer | FY2025 Revenue (HK$ Thousand) | FY2024 Revenue (HK$ Thousand) | Change (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Customer I | 22,324 | 207,109 | (184,785) | | Customer II | 78,878 | N/A | 78,878 | | Customer III | 35,725 | N/A | 35,725 | | Customer IV | 23,973 | N/A | 23,973 | | Customer V | N/A | 188,047 | (188,047) | | Customer VI | N/A | 52,658 | (52,658) | [Revenue, Other Income and Gains](index=8&type=section&id=Revenue%2C%20Other%20Income%20and%20Gains) Revenue from continuing operations in FY2025, primarily from construction services, totaled **HK$173.4 million**, a significant **61.7%** decrease from **HK$452.3 million** in FY2024, with private sector construction service revenue notably declining while public sector revenue increased Revenue Source Analysis (Continuing Operations) | Revenue Source (Continuing Operations) | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Private Sector Construction Services | 81,048 | 425,448 | (344,400) | -80.9% | | Public Sector Construction Services | 92,340 | 26,815 | 65,525 | 244.4% | | **Total Revenue** | **173,388** | **452,263** | **(278,875)** | **-61.7%** | - Other income and gains primarily include interest income, rental income, government grants, and gains on disposal of property, plant and equipment, with the total decreasing from **HK$968 thousand** to **HK$730 thousand**[17](index=17&type=chunk) [Other Losses](index=9&type=section&id=Other%20Losses) Other losses from continuing operations in FY2025 were **HK$4.3 million**, a decrease from **HK$13.7 million** in FY2024, primarily due to impairment loss on contract assets and net loss on disposal of a subsidiary, with no impairment loss on trade receivables Other Losses Analysis (Continuing Operations) | Loss Item (Continuing Operations) | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Fair value loss on financial assets at fair value through profit or loss | – | 236 | (236) | | Impairment loss on trade receivables | – | 13,247 | (13,247) | | Impairment loss on contract assets | 2,617 | – | 2,617 | | Net loss on disposal of a subsidiary | 1,649 | – | 1,649 | | Loss on termination of lease | 17 | – | 17 | | Others | – | 187 | (187) | | **Total** | **4,283** | **13,670** | **(9,387)** | [Loss Before Income Tax](index=9&type=section&id=Loss%20Before%20Income%20Tax) Loss before income tax from continuing operations in FY2025 was **HK$99.5 million**, primarily influenced by depreciation, short-term lease expenses, auditor's remuneration, and employee benefit expenses, with employee benefit expenses significantly increasing Components of Loss Before Income Tax (Continuing Operations) | Expense Item (Continuing Operations) | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Depreciation | 2,153 | 6,625 | (4,472) | -67.5% | | Expenses relating to short-term leases | 5,118 | 614 | 4,504 | 733.6% | | Auditor's remuneration | 800 | 1,150 | (350) | -30.4% | | Employee benefit expenses (including directors' and chief executive's emoluments) | 43,019 | 30,203 | 12,816 | 42.4% | [Income Tax](index=10&type=section&id=Income%20Tax) The Group is exempt from income tax in the Cayman Islands and British Virgin Islands; Hong Kong profits tax is levied at **16.5%**, with a two-tiered rate for eligible subsidiaries, and Chinese subsidiaries are taxed at **25%**; income tax credit for FY2025 was **HK$0.2 million**, a significant decrease from **HK$1.4 million** in FY2024 - No income tax is payable in the Cayman Islands and British Virgin Islands[20](index=20&type=chunk) - Hong Kong profits tax rate is **16.5%**, with a two-tiered tax rate applicable to certain subsidiaries (first **HK$2 million** taxed at **8.25%**)[20](index=20&type=chunk) Income Tax Credit | Tax Credit | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total tax credit for the year | (156) | (1,367) | 1,211 | -88.6% | [Discontinued Operations](index=10&type=section&id=Discontinued%20Operations) The Group disposed of its securities trading and brokerage business (Titan Group) in December 2024, which is classified as a discontinued operation; loss from discontinued operations in FY2025 was **HK$2.7 million**, narrowing from **HK$3.3 million** in FY2024 - The Group disposed of Titan Hwaks Limited and its subsidiaries, which provided securities trading and brokerage services, in December 2024[22](index=22&type=chunk) Loss from Discontinued Operations | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss from trading and brokerage services | (2,694) | (3,252) | 558 | -17.2% | | Gain on disposal of trading and brokerage services | 35 | – | 35 | N/A | | **Total loss from discontinued operations** | **(2,659)** | **(3,252)** | **593** | **-18.2%** | - Revenue from discontinued operations decreased from **HK$531 thousand** in FY2023 to **HK$374 thousand** for the period from April 1, 2024, to December 9, 2024[24](index=24&type=chunk) [Dividends](index=11&type=section&id=Dividends) The Company neither paid nor proposed any dividends in FY2025 and FY2024, nor has it recommended any dividends since the end of the reporting period - The Company neither paid nor proposed any dividends for FY2025 and FY2024[25](index=25&type=chunk) [Loss Per Share](index=12&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share from continuing operations in FY2025 significantly widened to **9.9 HK cents** from **2.9 HK cents** in FY2024, while basic and diluted loss per share from discontinued operations was **0.27 HK cents** Loss Per Share | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Basic and diluted loss per share from continuing operations | (9.9) HK cents | (2.9) HK cents | (7.0) HK cents | | Basic and diluted loss per share from discontinued operations | (0.27) HK cents | (0.33) HK cents | 0.06 HK cents | - The Group had no ordinary shares with potential dilutive effects outstanding in either financial year[27](index=27&type=chunk) [Contract Assets](index=12&type=section&id=Contract%20Assets) As of March 31, 2025, total contract assets were **HK$86.8 million**, a decrease from **HK$94.4 million** in FY2024, with unbilled revenue increasing, retention receivables decreasing, and impairment losses significantly rising Components of Contract Assets | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Unbilled revenue | 24,177 | 19,519 | 4,658 | 23.9% | | Retention receivables | 65,462 | 75,129 | (9,667) | -12.9% | | Less: Impairment loss | (2,825) | (208) | (2,617) | 1258.2% | | **Total** | **86,814** | **94,440** | **(7,626)** | **-8.1%** | - Unbilled revenue refers to amounts for completed works not yet billed, pending client quality and quantity inspections for confirmation[29](index=29&type=chunk) - Retention receivables refer to amounts for completed works not yet recoverable, which become due only after client satisfaction with service quality[29](index=29&type=chunk) [Trade Receivables](index=13&type=section&id=Trade%20Receivables) As of March 31, 2025, total trade receivables were **HK$5.9 million**, a significant decrease from **HK$26.5 million** in FY2024, with construction service receivables notably declining and securities brokerage commission receivables becoming zero due to business termination Components of Trade Receivables | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Construction services | 19,854 | 39,738 | (19,884) | -50.0% | | Securities brokerage commissions from cash clients | – | 732 | (732) | -100.0% | | Less: Impairment loss | (13,934) | (13,934) | – | 0.0% | | **Total** | **5,920** | **26,536** | **(20,616)** | **-77.7%** | - Trade receivables aging analysis shows **HK$2,005 thousand** were within 30 days in FY2025, whereas all receivables were within 30 days in FY2024[31](index=31&type=chunk) [Trade Payables](index=14&type=section&id=Trade%20Payables) As of March 31, 2025, total trade payables were **HK$25.8 million**, a decrease from **HK$44.1 million** in FY2024, with construction service payables increasing while securities brokerage-related payables became zero due to business termination Components of Trade Payables | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Construction services | 25,818 | 18,639 | 7,179 | 38.5% | | Securities brokerage commissions from cash clients | – | 24,692 | (24,692) | -100.0% | | Securities from HKSCC | – | 728 | (728) | -100.0% | | **Total** | **25,818** | **44,059** | **(18,241)** | **-41.4%** | - Trade payables aging analysis shows payables over 90 days significantly increased from **HK$460 thousand** in FY2024 to **HK$16,129 thousand** in FY2025[31](index=31&type=chunk) [Share Capital](index=15&type=section&id=Share%20Capital) As of March 31, 2025, the Company's authorized share capital was **2,000,000,000** ordinary shares of **HK$0.01** each, totaling **HK$20,000 thousand**, with issued and fully paid share capital of **1,000,000,000** shares, totaling **HK$10,000 thousand**, remaining unchanged from the previous year Share Capital Details | Share Capital Type | Number of Shares | Par Value (HK$ Thousand) | | :--- | :--- | :--- | | Authorized Share Capital (Ordinary shares of HK$0.01 each) | 2,000,000,000 | 20,000 | | Issued and Fully Paid Share Capital (Ordinary shares of HK$0.01 each) | 1,000,000,000 | 10,000 | [Management Discussion and Analysis of Financial Condition and Operating Results](index=16&type=section&id=Management%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Operating%20Results) [Financial Summary](index=16&type=section&id=Financial%20Summary) In FY2025, revenue from continuing operations significantly decreased by **61.7%** to **HK$173.4 million**, gross profit turned into a gross loss of **HK$47.1 million**, loss attributable to owners of the parent expanded to **HK$101.9 million**, basic loss per share was **10.2 HK cents**, and the Board recommended no final dividend - Revenue from continuing operations in FY2025 was approximately **HK$173.4 million**, a year-on-year decrease of **61.7%**[36](index=36&type=chunk) - Continuing operations recorded a gross loss of approximately **HK$47.1 million** in FY2025, compared to a gross profit of approximately **HK$18.1 million** in FY2024[36](index=36&type=chunk) - Loss attributable to owners of the parent in FY2025 was approximately **HK$101.9 million**, a significant increase from the **HK$32.3 million** loss in FY2024[36](index=36&type=chunk) - The Board recommended not to declare any final dividend for FY2025[36](index=36&type=chunk) [Business Review](index=16&type=section&id=Business%20Review) The Group primarily provides formwork engineering services in Hong Kong, with revenue from this business in FY2025 at approximately **HK$173.4 million**, a **61.7%** year-on-year decrease, mainly due to intense market competition leading to fewer successful bids and lower contract values, and gross profit turning into a gross loss primarily due to increased subcontracting costs - Revenue from formwork engineering services in FY2025 was approximately **HK$173.4 million**, a **61.7%** decrease compared to FY2024[35](index=35&type=chunk) - The decrease in revenue was primarily attributable to intense market competition, resulting in fewer successful bids and lower awarded contract values[35](index=35&type=chunk) - A gross loss of approximately **HK$47.1 million** was recorded in FY2025, mainly due to increased additional subcontracting costs[35](index=35&type=chunk) [Business Outlook](index=17&type=section&id=Business%20Outlook) The Group has divested its trading and brokerage business to concentrate resources on core construction operations; going forward, it will focus on smart buildings and construction digitalization, strengthen technological innovation and R&D, and explore business diversification opportunities, particularly in areas integrating advanced electronic components and smart infrastructure, to achieve sustainable development - The Group has completed the disposal of its trading and brokerage business, focusing resources on its core construction business[37](index=37&type=chunk) - The Board anticipates smart buildings and construction digitalization to be major industry trends, and the Group will actively apply technologies such as IoT, drone security, and smart energy management[37](index=37&type=chunk) - The Group will leverage the resources of its new controlling shareholder to explore business diversification opportunities, especially in areas integrating advanced electronic components with smart infrastructure[37](index=37&type=chunk) - As of March 31, 2025, the Group had **4** outstanding projects with an original contract value of approximately **HK$341.1 million**[38](index=38&type=chunk) [Financial Review](index=17&type=section&id=Financial%20Review) This section provides a detailed review of FY2025 financial performance, including a significant revenue decrease, gross profit turning into gross loss, increased administrative expenses due to higher bonuses, and changes in other losses and income tax credit, ultimately leading to a substantial expansion of loss attributable to owners of the parent [Revenue](index=17&type=section&id=Revenue_Financial_Review) Revenue Change | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 173,388 | 452,263 | (278,875) | -61.7% | [Gross (Loss)/Profit and Gross (Loss)/Profit Margin](index=18&type=section&id=Gross%20(Loss)%2FProfit%20and%20Gross%20(Loss)%2FProfit%20Margin) Gross (Loss)/Profit and Gross (Loss)/Profit Margin | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Gross (Loss)/Profit (HK$ Thousand) | (47,137) | 18,051 | (65,188) | | Gross (Loss)/Profit Margin | (27.2%) | 4.0% | (31.2) percentage points | - The gross loss was mainly due to increased additional subcontracting costs[41](index=41&type=chunk) [Other Income and Gains](index=18&type=section&id=Other%20Income%20and%20Gains_Financial_Review) Change in Other Income and Gains | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other income and gains | 730 | 968 | (238) | -24.6% | [Administrative Expenses](index=18&type=section&id=Administrative%20Expenses) Change in Administrative Expenses | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Administrative expenses | 48,833 | 35,505 | 13,328 | 37.5% | - The increase in administrative expenses was primarily attributable to an increase of approximately **HK$22.0 million** in discretionary bonuses paid to employees[43](index=43&type=chunk) [Other Losses](index=18&type=section&id=Other%20Losses_Financial_Review) Change in Other Losses | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other losses | 4,283 | 13,670 | (9,387) | -68.7% | - Other losses in FY2025 were mainly attributable to an impairment loss on contract assets of approximately **HK$2.6 million** and a net loss on disposal of a subsidiary of approximately **HK$1.7 million**[44](index=44&type=chunk) [Finance Costs](index=18&type=section&id=Finance%20Costs) Change in Finance Costs | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Finance costs | 12 | 51 | (39) | -76.5% | [Income Tax](index=18&type=section&id=Income%20Tax_Financial_Review) Change in Income Tax Credit | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Income tax credit | 156 | 1,367 | (1,211) | -88.6% | [Discontinued Operations](index=19&type=section&id=Discontinued%20Operations_Financial_Review) - The Group disposed of Titan Group (securities trading and brokerage business) in FY2025[47](index=47&type=chunk) Change in Loss from Discontinued Operations | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss from discontinued operations | (2,694) | (3,252) | 558 | -17.2% | [Loss Attributable to Owners of the Parent](index=19&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Parent) Change in Loss Attributable to Owners of the Parent | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to owners of the parent | (101,900) | (32,300) | (69,600) | 215.5% | [Final Dividend](index=19&type=section&id=Final%20Dividend) - The Board recommended not to declare any final dividend for FY2025[49](index=49&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's working capital primarily derives from cash generated from operations, bank borrowings, and new share issues; as of March 31, 2025, cash and cash equivalents significantly decreased to **HK$9.7 million**, with net current assets and total assets less current liabilities also notably declining - The primary sources of working capital are cash generated from operations, bank borrowings, and new share issues[50](index=50&type=chunk) Liquidity and Financial Resources | Metric | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 9,700 | 98,100 | (88,400) | -90.1% | | Net current assets | 105,300 | 173,800 | (68,500) | -39.4% | | Total assets less current liabilities | 105,600 | 184,100 | (78,500) | -42.6% | [Contingent Liabilities](index=19&type=section&id=Contingent%20Liabilities) As of March 31, 2025, the Group had no significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities[51](index=51&type=chunk) [Capital Commitments](index=19&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group had no contracted but unprovided capital commitments for the acquisition of property, plant and equipment, compared to **HK$1.1 million** in FY2024 Change in Capital Commitments | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Contracted but unprovided capital commitments (acquisition of property, plant and equipment) | – | 1,100 | (1,100) | -100.0% | [Funding and Treasury Policies](index=20&type=section&id=Funding%20and%20Treasury%20Policies) The Group maintains prudent funding and treasury policies, holding surplus funds as cash deposits with licensed banks, and the Board closely monitors liquidity to meet funding requirements - The Group maintains prudent funding and treasury policies, holding surplus funds as cash deposits with licensed banks[53](index=53&type=chunk) - The Board closely monitors the liquidity position to ensure funding requirements are met[53](index=53&type=chunk) [Foreign Exchange Risk](index=20&type=section&id=Foreign%20Exchange%20Risk) The Group does not undertake significant foreign exchange risk as almost all its transactions are denominated in Hong Kong Dollars, and management will consider hedging significant foreign currency exposures when appropriate - The Group does not undertake significant foreign exchange risk as almost all its transactions are denominated in Hong Kong Dollars[54](index=54&type=chunk) [Capital Gearing Ratio](index=20&type=section&id=Capital%20Gearing%20Ratio) As of March 31, 2025, the Group's capital gearing ratio was zero, consistent with FY2024 Capital Gearing Ratio | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Capital gearing ratio | Zero | Zero | [Segment Information](index=20&type=section&id=Segment%20Information) The Group's segment information is disclosed in Note 5 to the consolidated financial statements - Segment information is disclosed in Note 5 to the consolidated financial statements[56](index=56&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries and Associates](index=20&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) In FY2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates - In FY2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates[57](index=57&type=chunk) [Material Investments Held](index=20&type=section&id=Material%20Investments%20Held) In FY2025, the Group did not hold any material investments - In FY2025, the Group did not hold any material investments[58](index=58&type=chunk) [Future Plans for Material Investments and Capital Assets](index=20&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) In FY2025, the Group had no future plans for material investments and capital assets - In FY2025, the Group had no future plans for material investments and capital assets[59](index=59&type=chunk) [Employees and Remuneration Policies](index=21&type=section&id=Employees%20and%20Remuneration%20Policies) As of March 31, 2025, the Group employed **31** staff in Hong Kong, a decrease from the previous year; remuneration packages include salaries, bonuses, and other cash allowances, determined by qualifications, position, and seniority, with all full-time employees enrolled in the Mandatory Provident Fund Scheme Number of Employees | Metric | As of March 31, 2025 | As of March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees (Hong Kong) | 31 | 37 | (6) | - Remuneration packages include salaries, bonuses, and other cash allowances, determined based on qualifications, position, and seniority[60](index=60&type=chunk) - All full-time employees are enrolled in the Mandatory Provident Fund Scheme[60](index=60&type=chunk) [Competing Interests](index=21&type=section&id=Competing%20Interests) In FY2025, no Directors, controlling shareholders, or their associates had any interests in businesses competing with the Group's business or any other conflicts of interest - In FY2025, no Directors, controlling shareholders, or their associates had any interests in businesses competing with the Group's business or any other conflicts of interest[61](index=61&type=chunk) [Standard Code for Securities Transactions by Directors](index=21&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for Directors' securities transactions and has established strict employee guidelines; all Directors confirmed compliance with the Standard Code - The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for Directors' securities transactions[62](index=62&type=chunk) - All Directors confirmed compliance with the Standard Code for FY2025 and up to the date of this announcement[62](index=62&type=chunk) [Sufficiency of Public Float](index=22&type=section&id=Sufficiency%20of%20Public%20Float) The Directors confirmed that the Company maintained a sufficient public float of its shares in accordance with the Listing Rules throughout FY2025 and up to the date of this announcement - The Directors confirmed that the Company maintained a sufficient public float of its shares in accordance with the Listing Rules[63](index=63&type=chunk) [Corporate Governance Practices](index=22&type=section&id=Corporate%20Governance%20Practices) The Company is committed to maintaining high corporate governance standards and has adopted the Corporate Governance Code in Appendix C1 of the Listing Rules; except for the Chairman and Chief Executive Officer being the same person, the Company has complied with the Code provisions, and the Board considers this deviation appropriate under current circumstances but will review it regularly - The Company has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[64](index=64&type=chunk) - There is one deviation: the roles of Chairman and Chief Executive Officer are combined and held by Mr. Wang Jianfeng[65](index=65&type=chunk) - The Board believes this arrangement facilitates business strategy execution and decision-making efficiency and will review it regularly[65](index=65&type=chunk) [Audit Committee](index=23&type=section&id=Audit%20Committee) The Audit Committee, established on June 8, 2019, comprises three independent non-executive directors responsible for reviewing financial reporting, internal controls, risk management, and overseeing the audit process, and has reviewed and approved the FY2025 consolidated financial results - The Audit Committee comprises three independent non-executive directors, with Mr. Wang Wenxing as Chairman[66](index=66&type=chunk) - Its primary responsibilities include reviewing the financial reporting process, internal controls, risk management systems, and overseeing the audit process[66](index=66&type=chunk) - The Audit Committee has approved and reviewed the Group's consolidated financial results for FY2025[66](index=66&type=chunk) [Scope of Work of BDO Limited ("BDO")](index=23&type=section&id=Scope%20of%20Work%20of%20BDO%20Limited%20(%22BDO%22)) BDO Limited has agreed that the consolidated statement of financial position, statement of profit or loss, and notes figures in this announcement are consistent with its audited FY2025 consolidated financial statements, but its work does not constitute an assurance engagement, thus no assurance is provided for this announcement - BDO has agreed that the financial figures contained in this announcement are consistent with its audited consolidated financial statements for FY2025[68](index=68&type=chunk) - BDO's work does not constitute an assurance engagement, and therefore no assurance is provided for this announcement[68](index=68&type=chunk) [Purchase, Sale or Redemption of the Company’s Listed Securities](index=24&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%E2%80%99s%20Listed%20Securities) In FY2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - In FY2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[69](index=69&type=chunk) [Share Option Scheme](index=24&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on June 8, 2019, allowing for a maximum grant of **100,000,000** shares; as of the announcement date, no share options have been granted under this scheme - The Company adopted a share option scheme on June 8, 2019[70](index=70&type=chunk) - The maximum number of unexercised shares involved in share options that may be granted under the scheme is **100,000,000** shares[70](index=70&type=chunk) - As of the announcement date, the Company has not granted any share options under the scheme[71](index=71&type=chunk) [Changes in Controlling Shareholder and Offer](index=24&type=section&id=Changes%20in%20Controlling%20Shareholder%20and%20Offer) On March 20, 2025, Glory Era International Trading Limited (ultimately owned by Ms. Zeng Jingwen and Ms. Tang Jingjing) acquired **75%** of the Company's issued share capital, becoming the controlling shareholder, which triggered a mandatory unconditional cash offer under Rule 26.1 of the Hong Kong Code on Takeovers and Mergers at **HK$0.08** per share - On March 20, 2025, Glory Era International Trading Limited acquired **75%** of the Company's issued share capital, becoming the controlling shareholder[72](index=72&type=chunk) - This acquisition triggered a mandatory unconditional cash offer at an offer price of **HK$0.08** per share[73](index=73&type=chunk) - The offeror and parties acting in concert with it held interests in **750,000,000** shares, representing **75%** of the Company's total issued share capital[73](index=73&type=chunk) [Annual General Meeting](index=25&type=section&id=Annual%20General%20Meeting) As of the announcement date, the Company has not yet determined the date of the 2025 Annual General Meeting and related share transfer arrangements, and further announcements will be published in due course - The Company has not yet determined the date of the 2025 Annual General Meeting and related share transfer arrangements[75](index=75&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=25&type=section&id=Publication%20of%20Annual%20Results%20Announcement%20and%20Annual%20Report) This announcement has been published on the HKEXnews website and the Company's website; the annual report for the year ended March 31, 2025, will be available on these websites and dispatched to shareholders in due course - This announcement has been published on the HKEXnews website (www.hkexnews.hk) and the Company's website (www.kshgl.hk)[76](index=76&type=chunk) - The annual report will be available on the aforementioned websites and dispatched to shareholders in due course[76](index=76&type=chunk) [Events After Reporting Period](index=25&type=section&id=Events%20After%20Reporting%20Period) Except as disclosed in this announcement, no significant events have occurred after March 31, 2025, and up to the date of this announcement - Except as disclosed in this announcement, no significant events have occurred after the reporting period[77](index=77&type=chunk) [Acknowledgement](index=25&type=section&id=Acknowledgement) The Board expresses its sincere gratitude to management, staff, shareholders, clients, subcontractors, suppliers, and business partners for their support in the Group's development - The Board expresses its sincere gratitude to management, staff, shareholders, clients, subcontractors, suppliers, and business partners[78](index=78&type=chunk) [Board Composition](index=25&type=section&id=Board%20Composition) As of the announcement date, the Company's Board of Directors comprises a Chairman and Chief Executive Officer (Executive Director), three Non-executive Directors, and three Independent Non-executive Directors - The Board of Directors comprises Mr. Wang Jianfeng (Chairman, Chief Executive Officer, and Executive Director), three Non-executive Directors, and three Independent Non-executive Directors[80](index=80&type=chunk)

Company Overview - Kingstone Holdings Group Limited is a subcontractor in the construction industry, primarily providing formwork services to both public and private institutions in Hong Kong [2] - The company has over 25 years of history in the construction industry, initially focusing on structural steel-related works before shifting its focus to formwork since 1998 [2] - Kingstone's clients include major contractors in the Hong Kong construction sector, with project owners from both the private and public sectors, including government and statutory bodies [2] Financial Performance - As of September 30, 2024, Kingstone Holdings reported total revenue of 93.1522 million HKD, a year-on-year decrease of 59.42% [1] - The company recorded a net profit attributable to shareholders of -56.397 million HKD, representing a year-on-year decline of 2512.32% [1] - The gross profit margin stood at -26.76%, with a debt-to-asset ratio of 31.39% [1] Market Performance - On May 7, the Hang Seng Index rose by 0.13%, closing at 22,691.88 points, while Kingstone Holdings' stock price increased by 22.41% to 0.355 HKD per share, with a trading volume of 6.705 million shares and a turnover of 2.1778 million HKD [1] - Over the past month, Kingstone Holdings has seen a cumulative increase of 130.16%, and a year-to-date increase of 308.45%, outperforming the Hang Seng Index by 12.97% [1] Industry Valuation - The average price-to-earnings (P/E) ratio for the construction industry (TTM) is 7.42 times, with a median of 1.58 times [1] - Kingstone Holdings has a P/E ratio of -3.14 times, ranking 174th in the industry [1] - Comparatively, other companies in the industry have P/E ratios such as Pujiang International at 1.01 times, China Pipe Industry at 1.53 times, and others ranging from 1.54 to 1.58 times [1]

Revenue and Financial Performance - Revenue decreased by 59.4% from HKD 254.6 million in the six months ended September 30, 2023, to HKD 103.3 million in the six months ended September 30, 2024, primarily due to reduced successful bids and lower contract values amid intense market competition[5] - Revenue decreased by HKD 151.3 million from HKD 254.6 million in the six months ended September 30, 2023, to HKD 103.3 million in the six months ended September 30, 2024[27] - Revenue for the six months ended September 30, 2024, was HK$103.3 million, a significant decrease from HK$254.6 million in the same period last year, representing a 59.4% decline[59] - Revenue from external customers for the six months ended September 30, 2023, was HK$254,563 thousand, with HK$254,358 thousand from external customers and HK$205 thousand from other sources[100] - Revenue from construction services for the six months ended September 30, 2024, was HK$102,963 thousand, a significant decrease from HK$254,358 thousand in the same period in 2023[114] - Revenue from external customers for the construction services segment was HKD 102.963 million, while the trading and brokerage segment generated HKD 334 thousand in revenue, totaling HKD 103.297 million for the six months ended September 30, 2024[97] - Revenue from major clients in the construction services segment for the six months ended September 30, 2024, included HK$52,854 thousand from Client III and HK$15,269 thousand from Client IV[108] Gross Profit and Loss - Gross loss of HKD 27.6 million in the six months ended September 30, 2024, compared to a gross profit of HKD 15.4 million in the same period last year, with a gross loss margin of 26.8%[6] - Gross loss for the period was HK$27.6 million, compared to a gross profit of HK$15.4 million in the previous year[59] - The company's gross margin is under pressure due to competitive pricing in bidding and quoting processes[28] Net Loss and Profit - Net loss attributable to owners of the parent company was HKD 62.5 million, compared to HKD 2.4 million in the same period last year[15] - Net loss for the period was HK$62.5 million, a substantial increase from the net loss of HK$2.4 million in the same period last year[59] - The company's total loss before tax for the six months ended September 30, 2024, was HKD 62.539 million, including unallocated corporate expenses of HKD 4.218 million and financing costs of HKD 34 thousand[97] - Pre-tax loss for the six months ended September 30, 2024, was HK$1,753 thousand for property, plant, and equipment depreciation, compared to HK$2,896 thousand in the same period in 2023[120] Cash and Cash Equivalents - Cash and cash equivalents decreased to HKD 24.4 million as of September 30, 2024, from HKD 98.1 million as of March 31, 2024[17] - Cash and cash equivalents dropped to HK$24.4 million as of September 30, 2024, from HK$98.1 million as of March 31, 2024[61] - Cash and cash equivalents decreased to HK$27,087 thousand as of September 30, 2024, from HK$122,854 thousand as of March 31, 2024[137] - The company's cash and cash equivalents decreased to 24,401 thousand HKD as of September 30, 2024, from 98,139 thousand HKD as of March 31, 2024[160] Administrative and Employee Expenses - Administrative expenses increased by HKD 24.1 million to HKD 35.3 million, primarily due to a HKD 21.7 million increase in discretionary bonuses for employees[10] - Employee benefit expenses (excluding directors and top executives) increased significantly to HK$30,963 thousand for wages and salaries in 2024, up from HK$6,893 thousand in 2023[120] - The company maintains a competitive compensation policy to attract and retain talent, including salary, bonuses, and cash allowances[33] Other Income and Gains - Other income and gains decreased by 86.5% from HKD 3.0 million to HKD 0.4 million, mainly due to zero realized gains from financial assets at fair value through profit or loss[7] - Interest income for the six months ended September 30, 2024, was HK$109 thousand, compared to HK$177 thousand in the same period in 2023[114] - Government grants for the six months ended September 30, 2024, were HK$93 thousand, down from HK$192 thousand in the same period in 2023[114] - The company recorded a gain of HK$21,000 from early termination of lease agreements in the six months ended September 30, 2024[126] Assets and Liabilities - Total assets decreased to HK$121.5 million as of September 30, 2024, from HK$184.1 million as of March 31, 2024[61] - Total assets as of September 30, 2024, were HK$176,806 thousand, a decrease from HK$265,365 thousand as of March 31, 2024[105] - Total liabilities as of September 30, 2024, were HK$55,502 thousand, down from HK$81,522 thousand as of March 31, 2024[105] - Financial assets decreased to 65,478 thousand HKD as of September 30, 2024, from 158,785 thousand HKD as of March 31, 2024[160] - Financial liabilities decreased to 55,314 thousand HKD as of September 30, 2024, from 81,334 thousand HKD as of March 31, 2024[162] - Trade receivables increased to 30,055 thousand HKD as of September 30, 2024, from 26,536 thousand HKD as of March 31, 2024[160] - Trade payables and retention payables totaled HK$27,889 thousand as of September 30, 2024, with trade payables from construction services at HK$20,420 thousand[139] - Trade payables within 30 days decreased to 21,801 thousand HKD as of September 30, 2024, compared to 43,499 thousand HKD as of March 31, 2024[142] - Total trade payables decreased to 23,087 thousand HKD as of September 30, 2024, from 44,059 thousand HKD as of March 31, 2024[142] Capital and Share Information - Capital commitments for the acquisition of property, plant, and equipment remained at HKD 1.1 million as of September 30, 2024[20] - The company's issued and fully paid share capital remained unchanged at 1,000,000,000 shares, with a nominal value of 10,000 HKD as of both September 30, 2024, and March 31, 2024[143] - The company's share option plan allows for the issuance of up to 100,000,000 shares, representing 10.0% of the issued shares at the time of listing[50] - No share options were granted, exercised, canceled, or lapsed during the six months ended September 30, 2024[52] - No share options were granted under the share option plan from the adoption date until the approval of the interim financial statements[150] - The company's share option plan allows for the issuance of up to 100,000,000 shares, representing 10% of the issued share capital at the listing date[146] Dividends and Financial Statements - No interim dividend was declared for the six months ended September 30, 2024[16] - The company did not declare any interim dividend for the six months ended September 30, 2024, and 2023[124] - The company's financial statements are prepared in accordance with Hong Kong Accounting Standard 34 (HKAS 34) and the applicable disclosure requirements of the Hong Kong Stock Exchange Listing Rules[86] - The company's financial statements are unaudited but have been reviewed by the company's audit committee[88] - The company's audit committee reviewed and confirmed the unaudited condensed consolidated financial statements for the six months ended September 30, 2024[40] - The company's accounting policies applied in the interim financial statements are consistent with those applied in the 2024 annual financial statements, with no significant changes[92] - The company adopted new and revised Hong Kong Financial Reporting Standards (HKFRS) effective from April 1, 2024, including amendments to HKFRS 16, HKAS 1, and HKAS 7, which did not result in significant changes to accounting policies or financial impact[93] Business Segments - The company identified two reportable segments: construction services and trading & brokerage, which are managed separately due to differing business strategies[96] - The construction services segment reported a segment loss of HKD 56.798 million, and the trading and brokerage segment reported a loss of HKD 1.490 million, resulting in a total segment loss of HKD 58.288 million for the six months ended September 30, 2024[97] - Segment profit for the six months ended September 30, 2023, was HK$1,330 thousand, with a segment loss of HK$1,354 thousand in the trading and brokerage segment[100] Company Strategy and Market Position - The company is exploring opportunities to expand its customer base and market share, including potential business opportunities outside Hong Kong[28] - The company is considering expanding its core business geographically to enhance future growth and diversify revenue sources[28] - The company changed its name from "Silver Tide Holdings Limited" to "King's Stone Holdings Group Limited" effective August 26, 2024[53] - The new company name is intended to provide a fresh corporate image and identity[54] Subsidiaries and Investments - The company's main subsidiaries include Hefa Xuying Engineering Limited, which is engaged in construction services, and Huanghe Securities Limited, which is involved in securities trading and brokerage[84] - The company did not make any significant acquisitions, disposals, or investments during the reporting period[30][31][32] - The company acquired assets worth HK$300,000 in the six months ended September 30, 2024, a decrease from HK$928,000 in the same period in 2023[126] Shareholder Information - Central Force Premium Group Limited holds 750,000,000 shares, representing 75.0% of the company's equity[45] - Regal Loyalty Limited, controlled by Mr. Wang Jianfeng, holds 750,000,000 shares, representing 75.0% of the company's equity[42][45] - Ms. Xu Fang, spouse of Mr. Wang Jianfeng, is deemed to have an interest in 750,000,000 shares, representing 75.0% of the company's equity[45] Financial Assets and Liabilities - The company's financial assets and liabilities are measured at fair value using market-observable inputs and are classified into three levels based on the observability of the inputs[163] - Cash and cash equivalents, trade receivables, contract assets, receivables from ultimate holding company, prepayments, other receivables, trade payables, retention payables, other payables, and accruals are not measured at fair value due to their short-term nature, with their carrying amounts approximating fair value[166] Other Financial Information - The company's equity attributable to owners of the parent decreased to HK$121.3 million as of September 30, 2024, from HK$183.8 million as of March 31, 2024[73] - The company's total reserves decreased to HK$111.3 million as of September 30, 2024, from HK$173.8 million as of March 31, 2024[72] - Net cash used in operating activities was HK$73.0 million for the six months ended September 30, 2024, compared to net cash generated from operating activities of HK$6.9 million in the same period last year[78] - The effective tax rate for Chinese subsidiaries is 25% under the Enterprise Income Tax Law[123] - Contract assets as of September 30, 2024, included unbilled revenue of HK$24,056 thousand and retention receivables of HK$76,358 thousand, with a total of HK$100,206 thousand after impairment[129] - Trade receivables aged within 30 days amounted to HK$21,592 thousand as of September 30, 2024, down from HK$26,536 thousand as of March 31, 2024[134] - The company did not purchase, sell, or redeem any listed securities during the six months ended September 30, 2024[47] - No significant events occurred after the reporting period[167]

Financial Performance - Parent company owner's total comprehensive loss amounted to HK$62.539 million, compared to HK$2.394 million in the same period last year[2] - Revenue decreased to HK$103.297 million from HK$254.563 million year-over-year, with a gross loss of HK$27.640 million compared to a gross profit of HK$15.382 million in 2023[2] - Revenue from construction services decreased to HKD 102.96 million in the six months ended September 30, 2024, compared to HKD 254.36 million in the same period last year[19] - Revenue from trading and brokerage services increased to HKD 334,000 in the six months ended September 30, 2024, compared to HKD 205,000 in the same period last year[19] - Total revenue for the group decreased to HKD 103.30 million in the six months ended September 30, 2024, compared to HKD 254.56 million in the same period last year[19] - Segment loss for construction services was HKD 56.80 million in the six months ended September 30, 2024, compared to a segment profit of HKD 2.68 million in the same period last year[19] - Segment loss for trading and brokerage services was HKD 1.49 million in the six months ended September 30, 2024, compared to a segment loss of HKD 1.35 million in the same period last year[19] - Total segment loss for the group was HKD 58.29 million in the six months ended September 30, 2024, compared to a segment profit of HKD 1.33 million in the same period last year[19] - Loss before tax for the group was HKD 62.54 million in the six months ended September 30, 2024, compared to a loss before tax of HKD 1.95 million in the same period last year[19] - Revenue from private sector construction services decreased to HKD 94.97 million in the six months ended September 30, 2024, compared to HKD 241.93 million in the same period last year[33] - Revenue decreased by 59.4% from HKD 254.6 million in the six months ended September 30, 2023, to HKD 103.3 million in the six months ended September 30, 2024, primarily due to reduced successful bids and lower contract values amid intense market competition[61] - Gross loss for the six months ended September 30, 2024, was approximately HKD 27.6 million, compared to a gross profit of HKD 15.4 million for the same period in 2023, with a gross loss margin of 26.8% versus a gross profit margin of 6.0% in 2023[64] - Revenue from the construction segment decreased by HKD 151.4 million due to reduced successful bids and lower contract values, contributing to the gross loss[64] - Other income and gains decreased by approximately 86.5%, from HKD 3.0 million in 2023 to HKD 0.4 million in 2024, primarily due to a reduction in realized gains from financial assets at fair value[64] - Administrative expenses increased by HKD 24.1 million, from HKD 11.1 million in 2023 to HKD 35.3 million in 2024, mainly due to discretionary bonuses for employees[65] - The company recorded a net loss attributable to owners of the parent of approximately HKD 62.5 million for the six months ended September 30, 2024, compared to a net loss of HKD 2.4 million in the same period in 2023[70] - The company's revenue decreased by HKD 151.3 million, from HKD 254.6 million in 2023 to HKD 103.3 million in 2024, primarily due to reduced template services and trading and brokerage services[81] Assets and Liabilities - Total non-current assets decreased to HK$8.370 million from HK$10.353 million as of September 30, 2024[4] - Total current assets decreased to HK$168.436 million from HK$255.012 million as of September 30, 2024[4] - Total current liabilities decreased to HK$55.314 million from HK$81.235 million as of September 30, 2024[4] - Net current assets decreased to HK$113.122 million from HK$173.777 million as of September 30, 2024[4] - Total equity decreased to HK$121.304 million from HK$183.843 million as of September 30, 2024[4] - Total assets for the group decreased to HKD 176.81 million as of September 30, 2024, compared to HKD 265.37 million as of March 31, 2024[25] - Total liabilities for the group decreased to HKD 55.50 million as of September 30, 2024, compared to HKD 81.52 million as of March 31, 2024[25] - Contract assets increased from HKD 94.44 million as of March 31, 2024, to HKD 100.206 million as of September 30, 2024, driven by unbilled revenue and retention receivables[51] - Trade receivables aged within 30 days decreased from HKD 26.536 million as of March 31, 2024, to HKD 21.592 million as of September 30, 2024[55] - Trade payables decreased from HKD 44.059 million as of March 31, 2024, to HKD 23.087 million as of September 30, 2024, with a significant reduction in payables from securities customers[55] - Cash and cash equivalents decreased to HKD 24.4 million as of September 30, 2024, from HKD 98.1 million as of March 31, 2024[73] Business Operations - The company's main business includes construction services and securities trading and brokerage, with subsidiaries such as Hop Fat Yuk Ying Engineering Limited and Wong Ho Securities Limited[6][7] - The company plans to expand its customer base and market share, while exploring potential business opportunities outside of Hong Kong to enhance future growth and diversify revenue sources[82] - The company employed 34 employees in Hong Kong as of September 30, 2024, a decrease from 37 employees as of March 31, 2024[85] - The company did not make any significant acquisitions or disposals of subsidiaries or associates during the reporting period[87] - The company did not hold any significant investments during the reporting period[88] - The company did not have any other significant investment or capital asset plans during the reporting period[89] - The company and its subsidiaries did not purchase, sell, or redeem any listed securities during the six months ended September 30, 2024[99] - The company's share option plan allows for the issuance of up to 100,000,000 shares, representing 10% of the issued shares as of the listing date[102] - No share options were granted, exercised, lapsed, or expired during the six months ended September 30, 2024, and no options were outstanding under the share option plan[104] - Significant events affecting the group since September 30, 2024, are detailed in the "Business Review" and "Future Prospects" sections of the "Management Discussion and Analysis"[109] Financial Statements and Compliance - The unaudited condensed interim financial statements were prepared in accordance with Hong Kong Accounting Standards and were authorized for issue on November 26, 2024[9] - The company's audit committee reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2024, and found them to be in compliance with applicable accounting standards and listing rules[98] - The interim report for the six months ended September 30, 2024, containing all information required by the listing rules, will be published on the company's website and the Stock Exchange website, and sent to shareholders in due course[108] Expenses and Costs - Financing costs decreased from HKD 58,000 in 2023 to HKD 34,000 in 2024, with bank overdraft interest dropping from HKD 3,000 to HKD 2,000 and lease liability interest decreasing from HKD 55,000 to HKD 32,000[41] - Employee benefit expenses (excluding directors and top executives) increased significantly, with wages and salaries rising from HKD 6.893 million in 2023 to HKD 30.963 million in 2024[41] - Property, plant, and equipment depreciation decreased from HKD 2.896 million in 2023 to HKD 1.753 million in 2024, while right-of-use asset depreciation increased slightly from HKD 400,000 to HKD 419,000[41] Dividends and Investments - No interim dividend was recommended for the six months ended September 30, 2024, and September 30, 2023[47] - The company acquired assets worth HKD 300,000 in the six months ended September 30, 2024, compared to HKD 928,000 in the same period in 2023[49] - The company recorded a gain of HKD 21,000 from early lease termination in the six months ended September 30, 2024[49] Corporate Governance and Board of Directors - The board of directors as of the announcement date includes Executive Director Wang Jianfeng (Chairman and CEO), Non-Executive Directors Cai Huihui, Liu Jingna, and Ruan Dongdong, and Independent Non-Executive Directors Wang Wenxing, An Wenlong, and Wu Cuilan[110] Corporate Name Change - The company has changed its English name from "SILVER TIDE HOLDINGS LIMITED" to "King's Stone Holdings Group Limited" and its Chinese name from "銀濤控股有限公司" to "金石控股集團有限公司", effective from August 26, 2024[105] - The new company name is expected to provide a fresh corporate image and identity[107]

Financial Performance - The revenue for the fiscal year 2023/24 was approximately HKD 452.7 million, an increase of about HKD 80.6 million or 21.7% compared to HKD 372.1 million for the fiscal year 2022/23[6] - The gross profit for the fiscal year 2023/24 was approximately HKD 18.3 million, down from HKD 41.5 million in the fiscal year 2022/23[9] - The loss attributable to equity holders of the parent company for the fiscal year 2023/24 was approximately HKD 32.3 million, compared to a profit of HKD 5.0 million in the fiscal year 2022/23[9] - Other income and gains decreased from approximately HKD 13.0 million in the fiscal year 2022/23 to about HKD 1.2 million in the fiscal year 2023/24, a decline of approximately 90.8%[22] - Administrative expenses increased by approximately 40.1%, from HKD 27.7 million in the fiscal year 2022/23 to HKD 38.8 million in the fiscal year 2023/24[33] - The impairment loss on trade receivables increased to HKD 13.2 million in the fiscal year 2023/24, compared to HKD 0.7 million in the fiscal year 2022/23[23] - The company recorded other losses of approximately HKD 14.0 million in the fiscal year 2023/24, compared to HKD 15.0 million in the fiscal year 2022/23[23] - The revenue contribution from trading and brokerage services was HKD 0.4 million for the fiscal year 2023/24[6] - For the fiscal year 2023/2024, the loss attributable to the company's owners was approximately HKD 32.3 million, compared to a profit of approximately HKD 5.0 million for the fiscal year 2022/2023[42] - The gross profit margin decreased to 4.0% in the fiscal year 2023/2024 from 11.1% in the fiscal year 2022/2023[199] Assets and Liabilities - As of March 31, 2024, cash and cash equivalents amounted to approximately HKD 98.1 million, an increase from approximately HKD 52.2 million as of March 31, 2023[36] - The net current assets as of March 31, 2024, were approximately HKD 173.8 million, down from approximately HKD 202.7 million as of March 31, 2023[36] - The total assets less current liabilities as of March 31, 2024, were approximately HKD 184.1 million, compared to approximately HKD 216.6 million as of March 31, 2023[36] - The group had capital commitments of HKD 1.1 million for the acquisition of properties, plants, and equipment as of March 31, 2024, with no such commitments reported as of March 31, 2023[37] - The capital-to-debt ratio as of March 31, 2024, was zero, indicating no bank or other borrowings as a percentage of total equity[46] - The company reported no bank borrowings during the fiscal year 2023/2024[115] Employment and Operations - The group employed 37 employees as of March 31, 2024, a decrease from 48 employees as of March 31, 2023[51] - The company has established a procurement management center to optimize its supply chain and enhance operational efficiency[83] - The company plans to enhance labor deployment and resource planning to mitigate operational risks due to potential project delays[103] - The company maintains a list of approved subcontractors and regularly reviews it to ensure adequate labor supply[105] Governance and Compliance - The company has adopted the principles and code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[165] - The company believes that effective corporate governance is crucial for maintaining shareholder and stakeholder trust[165] - The board is aware of compliance with relevant laws and regulations, with no significant violations reported during the fiscal year[107] - The board includes independent non-executive directors with diverse backgrounds in finance and management, enhancing governance and oversight[75][79][88] Business Strategy and Market Outlook - The company is focused on expanding its market presence and enhancing its service offerings in the construction and securities sectors[93] - The company aims to enhance its technological innovation and R&D capabilities, focusing on smart building and construction digitalization technologies to improve construction efficiency and quality[197] - The company plans to diversify its business development, particularly focusing on opportunities related to people's livelihoods, to establish a solid foundation for sustainable operations[197] - The company believes that the simulated construction market has significant development potential and will actively adapt to market changes and technological advancements[197] - The company will seek a second growth curve in business development to ensure sustainable operations and deliver substantial results to shareholders[197] Shareholder Information - The board does not recommend the payment of a final dividend for the fiscal year 2023/2024[102] - The maximum number of unexercised shares involved in the stock option plan is capped at 10% of the company's issued share capital at the time of listing, equivalent to 100,000,000 shares[120] - The stock options granted to eligible participants are limited to a maximum of 1% of the company's issued shares at any time within a twelve-month period[120] - The stock options exercise price is determined by the board but cannot be lower than the higher of the closing price on the grant date or the average closing price over the five trading days preceding the offer date[129] - The stock options granted to major shareholders or independent non-executive directors exceeding 0.1% of the issued shares or valued over HKD 5 million require prior approval from shareholders at a general meeting[128] Risks and Challenges - The group acknowledges various risks and uncertainties that may impact its operations and market performance[98] - The group reported significant fluctuations in operating performance due to factors such as political and economic environment, competition levels, and the quality and timeliness of subcontractor services[98] - The construction industry in Hong Kong benefits from strong housing demand and government infrastructure projects, but may face risks from policy changes and unforeseen events[105] Auditor and Financial Oversight - The company has appointed a new auditor, Guo Wei CPA Limited, following the resignation of its previous auditor on August 23, 2023[161] - The company’s financial operations are overseen by a finance director with over 12 years of experience in auditing and accounting[166] - The group regularly prepares aging analyses to better understand the financial status of its customers to mitigate cash flow pressures[167] Customer and Supplier Relationships - The company's five largest customers accounted for approximately 97.5% of total revenue, with the largest single customer representing 39.6%[146] - The group’s top five suppliers accounted for approximately 56.5% of total purchases in the fiscal year 2023/24, with the largest single supplier contributing 21.1%[151] - The group maintained good relationships with its employees, suppliers, customers, and other stakeholders, with no substantial disputes reported in the fiscal year 2023/24[169] Environmental Commitment - The company is committed to minimizing its environmental impact and has established an environmental management policy[111] - The company will publish its Environmental, Social, and Governance report by July 31, 2024[106]