Core Viewpoint - Tiancheng Holdings (02110) has announced multiple agreements for the sale of properties and equipment, indicating a strategic move to liquidate assets and potentially optimize its portfolio [1] Group 1: Sale Agreements - On September 6, 2023, Tiancheng Holdings' subsidiary, Jiyu Construction Engineering Co., Ltd., entered into an agreement to sell Jiyu 3 for HKD 3.1 million [1] - On November 9, 2023, the company agreed to sell Jiyu 6 for HKD 2.2 million [1] - On February 2, 2024, the company will sell Jixing 3 for HKD 3.1 million [1] - On June 28, 2024, the company will sell Jixing 6 for HKD 3.5 million [1] - On December 15, 2024, the company will sell site equipment for HKD 6.5 million [1]

Core Viewpoint - Tiancheng Holdings (02110.HK) announced several agreements for the sale of properties and equipment, indicating a strategic move to divest certain assets and potentially streamline operations [1] Group 1: Sale Agreements - On September 6, 2023, the company agreed to sell Ji Yu 3 for HKD 3.1 million [1] - On November 9, 2023, the company will sell Ji Yu 6 for HKD 2.2 million [1] - On February 2, 2024, the company plans to sell Ji Xing 3 for HKD 3.1 million [1] - On June 28, 2024, the company will sell Ji Xing 6 for HKD 3.5 million [1] - On December 15, 2024, the company will sell site equipment for HKD 6.5 million [1]

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。 TIAN CHENG HOLDINGS LIMITED 天成控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2110） 須予披露交易 出售船隻及地盤設備 吉裕出售事項 董 事 會 宣 佈，於 二 零 二 三 年 九 月 六 日（聯 交 所 交 易 時 段 後），賣 方（本 公 司 間 接 全 資 附 屬 公 司，作 為 賣 方）與 志 星 建 築（作 為 買 方）訂 立 吉 裕3協 議，據 此， 賣方同意以代價3,100,000港元出售吉裕3。 董 事 會 進 一 步 宣 佈，於 二 零 二 三 年 十 一 月 九 日（聯 交 所 交 易 時 段 後），賣 方（本 公 司 間 接 全 資 附 屬 公 司，作 為 賣 方）與 志 星 建 築（作 為 買 方）訂 立 吉 裕6協 議， 據 此，賣 方 同 意 以 代 價2,200,000港元 ...

呈交日期: 2025年8月7日 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 重新提交 致：香港交易及結算所有限公司 公司名稱: 天成控股有限公司 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02110 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 300,000,000 | HKD | | 0.1 HKD | | 30,000,000 | | 增加 / 減少 (-) | | | 1,200,000,000 | | | HKD | | 120,000,000 | | 本月底結存 | | | 1,500,000,000 | HKD | | 0.1 HKD | | 150,000,000 | 本月 ...

[Supplemental Announcement Regarding Annual Report for the Year Ended May 31, 2024](index=1&type=section&id=%E6%9C%89%E9%97%9C%E6%88%AA%E8%87%B3%E4%BA%8C%E9%9B%B6%E4%BA%8C%E5%9B%9B%E5%B9%B4%E4%BA%94%E6%9C%88%E4%B8%89%E5%8D%81%E4%B8%80%E6%97%A5%E6%AD%A2%E5%B9%B4%E5%BA%A6%E5%B9%B4%E6%8A%A5%E4%B9%8B%E8%A3%9C%E5%85%85%E5%85%AC%E5%91%8A) This announcement provides supplementary disclosures for the annual report, primarily focusing on the share option scheme's status and compliance with HKEX Listing Rules [Purpose and Background of the Announcement](index=1&type=section&id=%E5%85%AC%E5%91%8A%E7%9B%AE%E7%9A%84) This announcement provides supplementary disclosures regarding the company's annual report for the year ended May 31, 2024 (the '2023/2024 Annual Report'), primarily concerning information related to the share option scheme, in accordance with the HKEX Listing Rules - This announcement provides supplementary information from Tiancheng Holdings Limited regarding its annual report for the year ended May 31, 2024[2](index=2&type=chunk) - The supplementary information is disclosed in accordance with the provisions of Listing Rules 17.07(2) and 17.09(3)[2](index=2&type=chunk) [Share Option Scheme](index=1&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The announcement details the status of the share option scheme, with **22,240,000** share options available for grant as of May 31, 2024, representing approximately **7.41%** of total issued shares on the report publication date Key Data of Share Option Scheme | Item | Quantity (shares)/Ratio (%) | | :--- | :--- | | Total Share Options Available for Grant at Beginning and End of Fiscal Year | 22,240,000 | | Percentage of Issued Shares on Scheme Adoption Date (Nov 13, 2020) | 10% | | Percentage of Issued Shares on Annual Report Publication Date (Sep 24, 2024) | Approx 7.41% | | Total Issued Shares on Annual Report Publication Date | 300,000,000 |

| 截至月份: | 2025年7月31日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 天成控股有限公司 | | | 呈交日期: | 2025年8月4日 | | | I. 法定/註冊股本變動 | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02110 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 300,000,000 | HKD | | 0.1 | HKD | | 30,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 300,000,000 | HKD | | 0.1 | HKD | | 30,000, ...

行业估值方面，建筑行业市盈率（TTM）平均值为10.64倍，行业中值-0.21倍。天成控股市盈率-0.87 倍，行业排名第205位；其他HPC HOLDINGS（01742.HK）为0.93倍、浦江国际（02060.HK）为1.01 倍、饮食天王环球（08619.HK）为1.09倍、靛蓝星（08373.HK）为1.58倍、艾硕控股（08341.HK）为 2.37倍。 7月23日，截至港股收盘，恒生指数上涨1.62%，报25538.07点。天成控股（02110.HK）收报0.125港元/ 股，上涨17.92%，成交量177万股，成交额21.76万港元，振幅20.75%。 最近一个月来，天成控股累计涨幅9.28%，今年来累计跌幅8.62%，跑输恒生指数25.27%的涨幅。 财务数据显示，截至2024年11月30日，天成控股实现营业总收入9987.27万元，同比减少12.5%；归母净 利润-1149.17万元，同比增长37.88%；毛利率-5.56%，资产负债率36.52%。 机构评级方面，目前暂无机构对该股做出投资评级建议。 本文源自：金融界 作者：行情君 资料显示，天成控股有限公司的间接全资附属公司吉裕建筑工程 ...

Financial Performance - Revenue for the six months ended 30 November 2024 was approximately HK$108.1 million, a decrease of 12.5% from HK$123.6 million for the same period in 2023[15] - Loss attributable to equity shareholders for the six months ended 30 November 2024 was HK$12.4 million, an improvement from a loss of HK$20.0 million in the prior period[15] - Loss per share for the six months ended 30 November 2024 was HK4.4 cents, compared to HK8.4 cents for the same period in 2023[15] - The Group recorded a gross loss of approximately HK$8.8 million from marine construction works, a 38.9% decrease compared to a gross loss of approximately HK$14.4 million in the prior period[21] - The Group incurred a gross loss of HK$6.01 million, improving from a gross loss of HK$13.01 million in the previous year[84] - Loss from operations decreased to HK$12.72 million, compared to HK$20.44 million for the same period in 2023, indicating a reduction of 37.8%[84] - The net loss for the period was HK$12.44 million, down from HK$20.03 million in the prior year, reflecting a 37.6% improvement[84] - The basic and diluted loss per share was 4.4 HK cents, compared to 8.4 HK cents for the same period in 2023[84] Revenue Breakdown - Revenue from marine construction works during the Period was approximately HK$85.0 million, representing a decrease of approximately 25.6% from HK$114.2 million in the corresponding prior period[20] - Revenue from marine construction works decreased by approximately 25.6% to about HK$85.0 million, down from approximately HK$114.2 million in the same period last year, primarily due to a reduction in the number of large projects[22] - Revenue from other civil engineering works increased to approximately HK$16.7 million, up from approximately HK$5.4 million in the prior period, attributed to progress on the Three-runway system project at Chek Lap Kok Airport[27] - Revenue from vessel chartering services increased by approximately 52.5% to HK$6.1 million compared to HK$4.0 million in the prior period, with a gross profit margin improvement from 19.1% to 30.4%[38] - Revenue from health and wellness services generated HK$330,000 during the period, compared to nil in the prior period, with a gross profit margin of approximately 15.3%[40] Project and Contract Information - The Group was awarded four marine construction projects during the Period, maintaining four projects in progress as of 30 November 2024[20] - The total contract sum for two marine construction projects awarded in the previous year was approximately HK$261.4 million[16] - The Group undertook 10 projects with an aggregate initial contract sum of approximately HK$398.2 million, five of which were completed during the period[32] - As of November 30, 2024, the Group had five ongoing projects with an aggregate initial contract sum of approximately HK$310.2 million[32] - The Group received a variation order worth approximately HK$32.8 million from the 3RS project during the period[27] Challenges and Management Strategies - The Group anticipates continued challenges in marine construction operations due to fierce market competition and elevated technical requirements[17] - The management team aims to leverage expertise to enhance resilience and profitability amid market volatility[17] - The reconstruction of piers faced significant delays due to weather conditions and occupation of working areas by other vessels, impacting revenue generation[24] - The Group's vessels were unable to access designated areas for reconstruction works from June to August 2024, leading to incurred overhead costs without corresponding revenue[24] Financial Position and Equity - Cash and bank balances as of 30 November 2024 were approximately HK$29.6 million, up from approximately HK$25.8 million as of 31 May 2024[52] - The Group issued 33,120,000 new shares on 20 September 2024, raising approximately HK$3.3 million, representing 12.41% of the existing issued share capital prior to the placing[53] - Total equity as of November 30, 2024, was HK$64,721,000, down from HK$73,904,000, representing a decrease of 12.4%[87] - The company raised HK$3,312,000 from the placing of new shares under a general mandate during the period[93] - The company reported a foreign exchange translation reserve of HK$85,000 as of November 30, 2024, compared to HK$42,000 at the beginning of the period[89] Staff and Administrative Expenses - The Group employed 106 staff as of 30 November 2024, with total staff costs amounting to approximately HK$28.9 million, up from HK$25.8 million in the previous period[66] - General and administrative expenses rose to approximately HK$8.0 million from approximately HK$7.7 million in the prior period[45] - Directors' emoluments for the six months ended 30 November 2024 were HK$1,357,000, down from HK$1,746,000 for the same period in 2023, a decrease of about 22.3%[160] Share Options and Corporate Governance - The Group granted share options for up to 22,240,000 ordinary shares at an exercise price of HK$0.107 per share, representing 10% of the shares in issue as of the adoption date[78] - The 2020 Share Option Scheme was terminated during an extraordinary general meeting held on November 22, 2024[176] - The 2024 Share Option Scheme was approved on November 22, 2024, and aims to attract and retain high-caliber personnel[183] - The company complied with the Corporate Governance Code during the reporting period[161] - Following Mr. Luo's resignation, the Audit Committee, Remuneration Committee, and Nomination Committee also fell below the minimum required number of members[164] Compliance and Regulatory Matters - The Group has not applied any new standards or interpretations that are not yet effective for the current accounting period[108] - The results for the six months ended 30 November 2024 have not been audited but have been reviewed by the Audit Committee[106] - The company reported no material contingent liabilities as of 30 November 2024[157] - The company has not reported any significant changes in its business strategy or market expansion plans during this period[186]

Financial Performance - The Group's revenue for the six months ended 30 November 2024 was approximately HK$108.1 million, a decrease from approximately HK$123.6 million for the same period in 2023, representing a decline of about 12.1%[14] - Loss attributable to equity shareholders for the six months ended 30 November 2024 was HK$12.4 million, improved from a loss of HK$20.0 million for the same period in 2023, indicating a reduction of approximately 38%[14] - Loss per share for the six months ended 30 November 2024 was HK4.4 cents, compared to HK8.4 cents for the same period in 2023, reflecting a decrease of approximately 47.6%[14] - The Group recorded revenue from marine construction works of approximately HK$85.0 million, representing a decrease of approximately 25.6% compared to HK$114.2 million in the prior period[19] - The gross loss from marine construction works was approximately HK$8.8 million, a 38.9% decrease from a gross loss of approximately HK$14.4 million in the corresponding prior period[20] - Revenue from other civil engineering works amounted to approximately HK$16.7 million, an increase from approximately HK$5.4 million in the prior period, primarily due to the progress of the Three-runway system project at Chek Lap Kok Airport[26] - The Group's loss before taxation was HK$12,783,000, a significant improvement from HK$20,537,000 in the previous year[83] - The company reported a loss of HK$12,443,000 for the six months ended November 30, 2024, compared to a loss of HK$20,029,000 for the same period in 2023, reflecting an improvement of approximately 37.9%[88] Dividends and Share Capital - The Board does not recommend any interim dividend for the six months ended 30 November 2024[14] - The company issued 33,120,000 new shares on 20 September 2024, raising approximately HK$3.3 million[52] - No interim dividend was declared for the period, consistent with the prior period[53] - The company increased its authorized ordinary share capital by 1,200,000,000 shares, approved at the AGM on 22 November 2024[155] - The issued and fully paid ordinary shares increased from 266,880,000 to 300,000,000 shares following the allotment of 33,120,000 shares on 12 September 2024[155] Project and Operational Updates - The Group has maintained its position as the main contractor for two marine construction projects with a combined contract sum of approximately HK$261.4 million awarded in the previous year[15] - The Group undertook 10 projects with an aggregate initial contract sum of approximately HK$398.2 million, of which five projects were completed during the period[31] - As of 30 November 2024, the Group had five ongoing projects with an aggregate initial contract sum of approximately HK$310.2 million[31] - The completion of one significant project was delayed due to the persistent occupation of working areas by other vessels, impacting revenue generation[23] - The challenges faced during pier reconstruction, including adverse weather conditions, have led to increased costs and resource utilization issues[20] Business Diversification and Strategy - To mitigate risks, the Group has launched a new health and wellness services segment to diversify its business portfolio and enhance resilience against market volatility[16] - The Group's management has launched a new wellness service division to diversify income sources and reduce reliance on marine construction projects[17] - The Group aims to enhance its resilience and profitability amid market volatility through strategic expansion into new service areas[17] Financial Position and Cash Flow - Cash and bank balances as of 30 November 2024 were approximately HK$29.6 million, up from HK$25.8 million as of 31 May 2024[51] - Non-current liabilities decreased to approximately HK$5.9 million from HK$6.7 million as of 31 May 2024[51] - Total assets decreased to HK$102,868,000 from HK$117,465,000 as of May 31, 2024, representing a decline of approximately 12.4%[86] - Net current assets as of November 30, 2024, were HK$36,332,000, down from HK$39,050,000 as of May 31, 2024, indicating a decrease of about 6.9%[86] - Cash and cash equivalents at the end of the period were HK$29,599,000, a decrease from HK$47,784,000 at the end of the same period in 2023, representing a decline of about 38.0%[92] - The company generated net cash of HK$3,758,000 from investing activities for the six months ended November 30, 2024, compared to HK$5,318,000 for the same period in 2023, a decrease of approximately 29.3%[92] Governance and Compliance - The company has complied with the provisions set out in the Corporate Governance Code during the reporting period[160] - The total number of independent non-executive Directors was reduced to two after Mr. Luo Sheng's resignation on August 1, 2024, which is less than the required three under Rule 3.10 of the Listing Rules[161] - The number of members in the Audit Committee, Remuneration Committee, and Nomination Committee also fell to two, below the minimum required under Rule 3.21 of the Listing Rules[163] - Mr. Hu Ziyu was appointed as an independent non-executive Director on October 18, 2024, bringing the Company back into compliance with Rules 3.10 and 3.21[165] Employee and Share Option Information - The Group's total staff costs for the period amounted to approximately HK$28.9 million, up from HK$25.8 million for the six months ended 30 November 2023, representing an increase of 12%[65] - Directors' emoluments for the six months ended 30 November 2024 amounted to HK$1,357,000, a decrease from HK$1,746,000 in the same period of 2023, reflecting a reduction of approximately 22%[159] - A total of 22,240,000 share options were granted on September 16, 2024, representing 10% of the shares in issue as of the 2020 Adoption Date[171] - The 2020 Share Option Scheme was terminated during an extraordinary general meeting held on November 22, 2024[175] - The 2024 Share Option Scheme was approved on November 22, 2024, and aims to attract and retain high-caliber personnel for the group[182]

Revenue Performance - Revenue for the year ended May 31, 2024, was approximately HKD 223.3 million, an increase of about 12.8% compared to HKD 198.0 million in the previous fiscal year[1] - Revenue from the maritime construction segment was approximately HKD 186.4 million, a significant increase of 209.8% from HKD 60.2 million in the previous fiscal year[1] - Revenue from the civil engineering segment decreased by 91.1% to approximately HKD 10.8 million, down from HKD 122.1 million in the previous fiscal year[1] - Revenue from the vessel leasing services segment increased by 36.2% to approximately HKD 21.5 million, compared to HKD 15.8 million in the previous fiscal year[1] - Total revenue for the group reached HKD 223,331,000 in 2024, compared to HKD 198,025,000 in 2023, marking an increase of 12.8%[11] - Revenue from maritime construction increased significantly to HKD 186,432,000 in 2024 from HKD 60,184,000 in 2023, representing a growth of 209%[11] - Revenue from ship leasing services generated revenue of HKD 21,470,000 in 2024, up from HKD 15,763,000 in 2023, reflecting a growth of 36.3%[11] - Revenue from external customers in Hong Kong was HKD 218,706 thousand, up from HKD 198,025 thousand, reflecting a growth of 10.4%[17] - Revenue from external customers in China was HKD 4,625 thousand, with no revenue reported in the previous year[17] Financial Losses and Improvements - The company reported a net loss attributable to owners of approximately HKD 44.1 million, an improvement from a net loss of HKD 87.1 million in the previous fiscal year[1] - Basic and diluted loss per share for the year was approximately HKD 17.42, compared to HKD 39.14 in the previous fiscal year[3] - The group reported a net loss of approximately HKD 44,136,000 and negative operating cash flow of HKD 26,696,000 for the year ending May 31, 2024[9] - The group experienced a gross loss of HKD 31,864,000 for the year ending May 31, 2024, compared to a gross loss of HKD 62,337,000 in 2023, indicating an improvement[14] - The comprehensive loss before tax was HKD (45,890) thousand, significantly reduced from HKD (88,915) thousand, indicating a decrease of approximately 48.3%[16] - The group incurred a gross loss of approximately HKD 32.8 million in maritime construction, an improvement from a gross loss of HKD 42.3 million in the prior year[36] - The group incurred a gross loss of approximately HKD 9.3 million in other civil engineering, an improvement from a gross loss of about HKD 22.5 million in the previous year[37] - The company reported a basic loss per share of HKD (44,136) thousand, an improvement from HKD (87,050) thousand in the previous year[23] Assets and Liabilities - Total assets less current liabilities amounted to HKD 80.649 million, down from HKD 116.904 million in the previous fiscal year[4] - The company’s cash and cash equivalents were approximately HKD 25.822 million, a decrease from HKD 33.687 million in the previous fiscal year[4] - Trade receivables increased to HKD 24,460 thousand from HKD 4,164 thousand, showing a substantial rise of 485.5%[27] - As of May 31, 2024, the group's trade receivables balance includes overdue accounts totaling HKD 5,310,000, compared to approximately HKD 1,577,000 in 2023[29] - For the year ending May 31, 2024, trade payables amounted to HKD 25,106,000, a significant increase from HKD 7,824,000 in 2023[30] Operational Strategies and Future Plans - The group plans to implement strategies to enhance cash flow, including efforts to recover trade receivables and control administrative costs[9] - The group is considering fundraising activities, such as share placements, to strengthen its capitalization[9] - The group has ongoing maritime construction projects, with five projects currently in progress as of May 31, 2024[36] - The group was awarded contracts totaling approximately HKD 261.4 million in the previous year, maintaining its status as a main contractor for two maritime construction projects[35] Corporate Governance and Compliance - The company has committed to maintaining high standards of corporate governance and has complied with the corporate governance code during the year[58] - The board will seek to appoint replacements to meet the minimum number of independent non-executive directors required by listing rules[59] - The company did not engage in any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year[51] - There have been no significant events after the reporting period up to the date of this announcement[62] Other Income and Expenses - Other income increased to approximately HKD 4.734 million from HKD 2.464 million in the previous fiscal year[2] - Other income increased from approximately HKD 2.5 million to about HKD 4.7 million, primarily due to the sale of four vessels[41] - General and administrative expenses rose by approximately 14.0% to about HKD 16.5 million, up from HKD 14.5 million in the previous year[42] - The total employee cost for the year was approximately HKD 53.4 million, an increase from HKD 36.4 million in the previous year[48] Shareholder Information - The company did not declare or recommend any dividends for the reporting periods[26] - The group has issued and fully paid 266,880,000 shares as of May 31, 2024, following a share consolidation[31] - A share consolidation was approved on October 31, 2023, merging every ten existing shares into one share with a par value of HKD 0.1[53] - The net proceeds from the share placement on September 20, 2023, amounted to approximately HKD 11.6 million, which will be used for general working capital[52] - The net proceeds from the initial public offering were approximately HKD 84.0 million, fully utilized by May 31, 2023[54] New Business Ventures - The company successfully established a new business segment in wellness services, driven by increasing demand for disease prevention and treatment in China[51]