LANDRICH HOLDING LIMITED 譽燊豐控股有限公司 （於開曼群島註冊成立的有限公司） 股份代號: 2132 2025 年 報 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 4 | | 管理層討論及分析 | 6 | | 董事會報告 | 10 | | 董事及高級管理層履歷詳情 | 25 | | 企業管治報告 | 29 | | 環境、社會及管治報告 | 42 | | 獨立核數師報告 | 64 | | 綜合損益及其他全面收益表 | 70 | | 綜合財務狀況表 | 71 | | 綜合權益變動表 | 73 | | 綜合現金流量表 | 74 | | 綜合財務報表附註 | 76 | | 財務概要 | 136 | 01 譽燊豐控股有限公司 目錄 公司資料 董事會 執行董事 徐繼光先生 （主席） 徐子揚先生 （行政總裁） 徐慧揚女士 獨立非執行董事 李殷傑先生 李建基先生 鄺炳文先生 董事委員會 審核委員會 李建基先生 （主席） 李殷傑先生 鄺炳文先生 薪酬委員會 李殷傑先生 （主席） 李建基先生 鄺炳文先生 徐繼光先生 提名委員會 鄺炳文先生 （主席） 李殷傑先生 李建基先生 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取的行動有任何疑問，應諮詢 閣下的持牌證券經紀或註冊 證券經紀、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有譽燊豐控股有限公司（「本公司」）之股份，應立即將本通函及隨 附的代表委任表格送交買主或承讓人，或經手買賣或轉讓的銀行、持牌證券經紀或其他代理商， 以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本通函的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 LANDRICH HOLDING LIMITED 譽燊豐控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：2132） 建議發行及購回股份之一般授權、 重選退任董事、續聘核數師、 建議修訂現有組織章程大綱及細則 以及 股東週年大會通告 本公司謹訂於二零二五年九月五日（星期五）下午三時正假座香港中環皇后大道中99號中環中 心12樓2室舉行股東週年大會（「股東週年大會」），召開大會之通告載於本通函第92至97頁。 本通函隨附於股東週年大會上使 ...

Financial Performance - For the fiscal year ending March 31, 2025, the total revenue was HKD 1,281,121,000, a decrease of 6.3% from HKD 1,366,939,000 in the previous year[3] - Gross profit for the same period was HKD 40,026,000, down 50.7% from HKD 81,085,000 year-on-year[3] - The net profit attributable to the owners of the company was HKD 13,255,000, representing a decline of 49.3% compared to HKD 26,149,000 in the prior year[3] - Basic earnings per share decreased to HKD 0.85 from HKD 1.67, reflecting a drop of 49.1%[3] - The company's revenue decreased by approximately HKD 85.8 million or 6.3% to about HKD 1,281.1 million for the year ending March 31, 2025, primarily due to reduced workload as several large-scale projects near completion[35] - Net profit for the year decreased by approximately HKD 12.8 million or 49.0% to about HKD 13.3 million, with net profit margins of approximately 1.0% and 1.9% for the years ending March 31, 2025, and 2024, respectively[41] Assets and Liabilities - Total assets increased to HKD 670,473,000 from HKD 647,622,000, marking a growth of 3.5%[4] - Cash and cash equivalents rose significantly to HKD 214,995,000 from HKD 131,386,000, an increase of 63.5%[4] - Trade receivables decreased to HKD 67,592,000 from HKD 95,270,000, a decline of 29.2%[4] - The company reported a significant increase in contract liabilities, rising to HKD 127,054,000 from HKD 73,984,000, an increase of 72.0%[4] - The total trade receivables decreased to HKD 67,592,000 in 2025 from HKD 95,270,000 in 2024, a reduction of 29.1%[25] - Contract liabilities increased to HKD 127,054,000 in 2025 from HKD 73,984,000 in 2024, reflecting an increase of 71.5%[26] Operational Highlights - The company primarily operates in the construction engineering sector, with all revenue derived from this segment[7] - The company has 27 ongoing construction projects with a total uncompleted contract value of approximately HKD 2,345.1 million as of March 31, 2025, compared to HKD 1,343.0 million in 2024, indicating a significant increase of 74.5%[30] - The company aims to deepen sustainable business development and create long-term value for shareholders through optimized construction business strategies and active bidding for projects[33] Cost Management - Direct costs decreased by approximately HKD 44.8 million or 3.5% to about HKD 1,241.1 million for the year ending March 31, 2025, driven by the corresponding decrease in revenue[36] - The company will continue to focus on cost control and enhancing operational efficiency in response to rising construction costs and competitive market conditions[32] Employee and Governance - As of March 31, 2025, the total employee cost was approximately HKD 242.3 million, an increase from approximately HKD 214.4 million for the previous year[55] - The company had 364 employees as of March 31, 2025, down from 412 employees the previous year[55] - The audit committee held three meetings during the year to review the company's interim and annual performance and internal control systems[59] - The company has fully complied with the corporate governance code as of March 31, 2025[58] Legal and Compliance - The company received a payment claim of approximately HKD 24.7 million related to a subcontracting agreement dated August 2023, which it disputes[52] - The company is seeking legal advice regarding the payment claim and intends to defend against it[52] - The company did not purchase, sell, or redeem any of its listed securities during the year ending March 31, 2025[56] - The company has adopted the standard code of conduct for directors' securities transactions and all directors have complied with it[57] - The external auditor confirmed that the financial statements for the year ending March 31, 2025, are consistent with the preliminary announcement[60] Dividends - The company did not declare or propose any dividends for the years ended March 31, 2025, and 2024[24] - The company did not recommend any final dividend for the year ending March 31, 2025, consistent with the previous year[54]

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 何部分內容而產生因倚賴該等內容而引致之任何損失承擔任何責任。 於二零二三年四月一日及二零二四年三月三十一日根據購股權計劃的計劃授權可 供授出的購股權總數為160,000,000份購股權。於二零二四年三月三十一日，根據購 股權計劃可供發行160,000,000股股份，約佔於年報日期已發行股份的10.0%（二零 二三年三月三十一日：160,000,000股股份）。於年報日期，購股權計劃的剩餘年期 約為五年。 有關股份獎勵計劃的資料 LANDRICH HOLDING LIMITED 譽燊豐控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：2132） 二零二四年年報之 補充公告 茲提述譽燊豐控股有限公司（「本公司」）截至二零二四年三月三十一日止年度的 年度報告（「年報」）。除另有說明者外，本公告所用詞彙與年報所界定者具有相同 涵義。 董事會謹此提供年報之補充資料以及有關本公司購股權計劃及股份獎勵計劃的最 新資料。 有關購股權計劃的資料 香港，二零二五年六月二十四日 ...

每经记者｜肖芮冬 每经编辑｜赵云 5 月 12 日，市场全天高开高走，创业板指领涨。截至收盘，沪指涨 0.82% ，深成指涨 1.72% ，创业板指涨 2.63% 。 板块方面，军工、轨交设备、机器人、消费电子等板块涨幅居前，农业、创新药、电力、代糖概念等板 块跌幅居前。 个股涨多跌少，全市场超 4100 只个股上涨。沪深两市全天成交额 1.31 万亿元，较上个交易日放量 1164 亿。 近期持续火热的军工板块，今天又是A股主角。 个股方面，市值2500多亿元的中航成飞（302132）低开高走，收盘20cm涨停，3天2板；全天成交额 97.39亿元，仅次于午后放量的东方财富（112.48亿元）；其早间的强势拉升，带动了多只军工股掀起涨 停潮。 | 类型代码 | 名称 | 涨跌幅 | 成交额 | 年初至今 | 周涨跌幅 跟踪指数名称 | | --- | --- | --- | --- | --- | --- | | 主 512710 | 军工龙头ETF | 5.53% | 15.30 Z | 4.68% | 5.85% 军工龙头 | | 主 512670 | 国防ETF | 5.05% | 5.30 Z | 7 ...

Market Overview - The market experienced fluctuations on May 9, with the ChiNext Index leading the decline. The Shanghai Composite Index fell by 0.3%, the Shenzhen Component Index by 0.69%, and the ChiNext Index by 0.87% [1] - Over 4,000 stocks declined, with total trading volume in the Shanghai and Shenzhen markets at 1.19 trillion yuan, a decrease of 101.4 billion yuan from the previous trading day [1] Sector Performance - Dividend stocks and certain consumer themes showed strength, while technology growth styles weakened [3] - The banking sector performed well, with the banking ETF reaching a historical high and all 42 constituent stocks in the sector showing gains [4] - The dividend index rose by 0.61% but is down 4.68% year-to-date [5] Monetary Policy Impact - The People's Bank of China announced a 0.5% reduction in the reserve requirement ratio, injecting approximately 1 trillion yuan into the market, and a 0.1% decrease in policy interest rates [8] - Analysts from China Galaxy Securities noted that macro policy remains unchanged, with expansionary domestic demand policies creating business opportunities for banks [9] Investment Strategy - The market is expected to remain in a structural phase, with a focus on low-volatility dividend stocks as a defensive base and domestic demand recovery as an offensive strategy [15] - The military industry is highlighted as a sector with strong potential, driven by macroeconomic stability and ongoing themes in low-altitude economy, commercial aerospace, and military intelligence [14]

Financial Performance - The group's revenue increased by approximately HKD 89.0 million or about 16.0% to approximately HKD 644.5 million for the six months ended September 30, 2024, compared to HKD 555.5 million for the same period in 2023[13]. - Gross profit decreased by approximately HKD 36.6 million or about 75.9% to approximately HKD 11.6 million, with the gross profit margin dropping from approximately 8.7% to about 1.8%[15]. - The total comprehensive income for the six months ended September 30, 2024, was approximately HKD 2.4 million, representing a decrease of about 86.4% from approximately HKD 17.6 million for the same period in 2023[19]. - The net profit for the period was HKD 2,350,000, a decline of 87% from HKD 17,633,000 in the prior year[76]. - Basic earnings per share decreased to HKD 0.15 from HKD 1.13, representing a drop of approximately 87%[76]. - The company reported a decrease in trade receivables to HKD 41,753,000 from HKD 95,270,000, a decline of about 56%[78]. - Profit before tax for the six months ending September 30, 2024, is reported at HKD 2,350,000, compared to HKD 17,633,000 for the same period in 2023, indicating a significant decrease[110]. Assets and Liabilities - Total assets as of September 30, 2024, were HKD 625,681,000, down from HKD 647,622,000 as of March 31, 2024[78]. - Current liabilities decreased to HKD 306,425,000 from HKD 330,456,000, indicating a reduction of about 7%[78]. - The company’s total equity increased to HKD 317,457,000 from HKD 315,031,000, showing a slight growth of approximately 1%[80]. - Trade payables as of September 30, 2024, were HKD 31,097,000, down from HKD 75,829,000 as of March 31, 2024, indicating a reduction of approximately 59%[134]. - The group's accrued expenses and other payables totaled HKD 63,778,000 as of September 30, 2024, compared to HKD 97,343,000 as of March 31, 2024, reflecting a decrease of around 34%[134]. - The group’s contract liabilities increased to HKD 116,363,000 as of September 30, 2024, from HKD 73,984,000 as of March 31, 2024[125]. Cash Flow - The net cash generated from operating activities for the six months ended September 30, 2024, was HKD 34,614,000, compared to HKD 22,848,000 for the same period in 2023, representing a 51.5% increase[88]. - The net cash used in investing activities for the six months ended September 30, 2024, was HKD 5,483,000, a decrease from cash generated of HKD 3,172,000 in 2023[88]. - The net cash used in financing activities for the six months ended September 30, 2024, was HKD 2,207,000, compared to HKD 14,782,000 in 2023, reflecting a reduction of 85.1%[88]. - The net increase in cash and cash equivalents for the six months ended September 30, 2024, was HKD 26,924,000, compared to HKD 11,238,000 in 2023, marking a 139.5% increase[88]. - Cash and cash equivalents increased to HKD 156,505,000 from HKD 131,386,000, reflecting a growth of approximately 19%[78]. Employee and Administrative Costs - Administrative and other operating expenses increased by approximately HKD 1.5 million to approximately HKD 15.9 million, primarily due to increased employee costs[17]. - The total employee cost for the six months ended September 30, 2024, was approximately HKD 111.9 million, compared to HKD 93.7 million for the same period in 2023, reflecting a significant increase[35]. - The group had 461 employees as of September 30, 2024, an increase from 400 employees as of September 30, 2023[35]. - For the six months ended September 30, 2024, the total compensation for key management personnel was HKD 6,300,000, a decrease of 37.5% compared to HKD 10,160,000 for the same period in 2023[150]. Investments and Financial Resources - The group confirmed that it has sufficient financial resources to meet its obligations in the foreseeable future[22]. - The group had no significant investments or acquisitions planned as of September 30, 2024[26]. - The group invested approximately HKD 10,127,000 in property, plant, and equipment, an increase from HKD 4,651,000 in the same period last year[116]. - The group had no capital expenditures contracted but not provided for in the financial statements as of September 30, 2024, compared to HKD 3,337,000 as of March 31, 2024[141]. Corporate Governance - The company has fully complied with the corporate governance code as of September 30, 2024[70]. - The audit committee was established on September 21, 2020, and is chaired by an independent non-executive director[71]. - The company has appointed an external service provider for company secretary services, ensuring compliance with corporate governance standards[70]. Share Incentive Plans - The stock option plan was conditionally adopted on September 21, 2020, aimed at attracting and retaining qualified personnel[50]. - The total number of stock options that can be granted under the stock option plan is 160,000,000 as of April 1, 2024, and no options were granted, exercised, or canceled in the six months ending September 30, 2024[56]. - The share award plan was conditionally adopted on November 22, 2021, to recognize employee contributions and attract suitable talent for further development[57]. - The share incentive plan commenced on November 22, 2021, and has approximately seven years remaining until termination[59]. - The maximum number of shares that can be awarded under the share incentive plan is capped at 1% of the company's issued shares, with the board unable to exceed 10% of the issued shares for any awards[60]. - The total number of shares authorized for award under the share incentive plan as of April 1, 2024, and September 30, 2024, is 151,440,000 shares each[62]. - The number of unexercised share options under the share incentive plan decreased to 1,112,000 as of September 30, 2024, from 2,058,000 as of September 30, 2023[140]. - No shares were purchased under the share incentive plan during the six months ended September 30, 2024, and no awards were granted[62]. Market and Industry Outlook - The construction industry in Hong Kong is showing signs of recovery, with overall demand for construction projects increasing compared to the previous year[12]. - The group will continue to implement effective cost control measures in response to the challenging business environment and rising construction costs[12].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 644,489,000, an increase of 16% compared to HKD 555,510,000 for the same period in 2023[19] - Gross profit decreased to HKD 11,596,000 from HKD 48,248,000, reflecting a significant decline in profitability[1] - Profit before tax decreased to HKD 4,418,000 from HKD 23,156,000, showing a decline of approximately 81% year-on-year[1] - Net profit for the period was HKD 2,350,000, down from HKD 17,633,000, representing an 87% decrease[1] - Basic earnings per share were HKD 0.15, a significant drop from HKD 1.13 in the same period last year[1] - The total comprehensive income for the six months ended September 30, 2024, was approximately HKD 2.4 million, representing a decrease of about 86.4% compared to HKD 17.6 million for the same period in 2023[52] Income and Expenses - Other income for the period was HKD 9,180,000, compared to a loss of HKD 10,020,000 in the previous year, indicating a recovery in this area[20] - Employee costs for the six months ended September 30, 2024, totaled approximately HKD 111.9 million, an increase from approximately HKD 93.7 million for the same period in 2023[59] - The company reported a depreciation expense of 5,446 thousand HKD for property, plant, and equipment for the six months ended September 30, 2024, compared to 5,604 thousand HKD for the same period in 2023[24] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 625,681,000, down from HKD 647,622,000 as of March 31, 2024[10] - Current liabilities decreased to HKD 306,425,000 from HKD 330,456,000, indicating improved liquidity management[8] - Trade receivables as of September 30, 2024, amounted to 42,766 thousand HKD, significantly down from 96,283 thousand HKD as of March 31, 2024[30] - The company’s contract assets, net of loss allowance, were 335,481 thousand HKD as of September 30, 2024, slightly down from 336,169 thousand HKD as of March 31, 2024[33] - Contract liabilities increased to 116,363 thousand HKD as of September 30, 2024, compared to 73,984 thousand HKD as of March 31, 2024[33] - The group’s current assets net value was approximately HKD 296.6 million, with bank balances and cash amounting to approximately HKD 156.5 million as of September 30, 2024[54] - The group’s total liabilities, including interest-bearing bank overdrafts, were approximately HKD 20.2 million as of September 30, 2024[56] Corporate Governance - The company did not declare an interim dividend for the six months ended September 30, 2024, compared to no dividend declared for the same period in 2023[28] - The company has adopted the corporate governance code and has fully complied with it during the six months ending September 30, 2024[63] - All directors have fully complied with the standards set out in the code of conduct for securities transactions as of September 30, 2024[62] - The audit committee, established on September 21, 2020, consists of independent non-executive directors and has reviewed the financial statements for the six months ending September 30, 2024[66] - The unaudited condensed consolidated financial statements for the six months ending September 30, 2024, were reviewed by the audit committee and deemed to comply with applicable accounting standards[66] Business Operations - The company continues to focus on construction contracts, with all revenue generated from external clients in Hong Kong[19] - The company’s expected revenue from construction services recognized during the six months ended September 30, 2024, was approximately 55,894 thousand HKD, down from 101,734 thousand HKD as of March 31, 2024[38] - As of September 30, 2024, the group had 27 construction projects with a total uncompleted contract value of approximately HKD 1,871.0 million[44] - The group plans to continue focusing on project progress and effective cost control measures in response to the challenging business environment[45] Financial Transactions - The company did not purchase, sell, or redeem any of its listed securities during the six months ending September 30, 2024[61] - The group’s trade payables decreased from approximately HKD 75.8 million as of March 31, 2024, to approximately HKD 31.1 million as of September 30, 2024[39] - The group’s accrued expenses and other payables decreased from approximately HKD 97.3 million to approximately HKD 63.8 million during the same period[39]

Employee and Workforce - The total number of employees increased to 412 as of March 31, 2024, compared to 356 employees as of March 31, 2023, reflecting a growth of approximately 15.7%[11] - The total employee cost for the year ended March 31, 2024, was approximately HKD 214.4 million, up from approximately HKD 180.5 million for the year ended March 31, 2023, indicating an increase of about 18.7%[11] - The company has implemented a share option scheme to attract and retain qualified personnel and incentivize performance[51] - The share award plan was conditionally adopted on November 22, 2021, to recognize employee contributions and attract suitable talent for further development[62] - The total number of unvested shares under the share award plan as of March 31, 2024, is 1,946,000[67] - The group maintains good relationships with employees, customers, suppliers, and subcontractors, with no significant disputes reported as of March 31, 2024[173] - The group has implemented policies to ensure competitive compensation and benefits for employees, contributing to operational success[173] Financial Performance - For the fiscal year ending March 31, 2024, the group recorded total revenue of approximately HKD 1,366.9 million, an increase of about 42.9% compared to HKD 956.5 million for the fiscal year ending March 31, 2023[56] - The group's gross profit increased by approximately 13.3% to about HKD 81.1 million, compared to approximately HKD 71.6 million for the previous fiscal year[56] - The group recorded a net profit of approximately HKD 26.1 million, a decrease of about 20.4% from HKD 32.8 million for the fiscal year ending March 31, 2023[56] - The company's profit for the year decreased by approximately HKD 6.7 million or 20.4% to about HKD 26.1 million for the year ending March 31, 2024, compared to approximately HKD 32.8 million for the year ending March 31, 2023[114] - The net profit margin for the years ending March 31, 2024, and March 31, 2023, was approximately 1.9% and 3.4%, respectively[114] Dividend Policy - The board of directors did not recommend any final dividend for the year ended March 31, 2024, consistent with the previous year[10] - The company has adopted a general dividend policy, which considers various factors including actual and expected financial performance and operational funding requirements[24] - The board considers the overall business conditions and strategies when making decisions regarding dividend payments and financial performance[27] - The company has the discretion to review and amend its dividend policy at any time, and there is no legal obligation to pay dividends at any specific amount[35] - The board does not recommend the payment of any final dividend for the fiscal year ending March 31, 2024, consistent with no final dividend declared for the previous year[37] Business Operations - The company operates in a single business segment, providing construction engineering services, with no geographical segment information presented as of March 31, 2024[8] - The company continues to focus on civil engineering projects, which include road and drainage works as well as site formation works, with no significant changes in business nature during the year[23] - The largest customer accounted for approximately 39.0% of total revenue for the year ended March 31, 2024, compared to 35.9% for the previous year[81] - The group has not made any significant investments or acquisitions in subsidiaries, associates, or joint ventures as of March 31, 2024[158] - The group continues to maintain a strong and prudent cash management policy to seize future growth opportunities[160] Risk Management and Compliance - The board is aware of several risks and uncertainties that may affect the company's operations, although specific risks were not detailed in the report[12] - The company has complied with relevant laws and regulations, with no significant violations reported for the year ending March 31, 2024[147] - The independent auditor for the financial statements for the year ending March 31, 2024, was Guo Wei CPA Limited, with a resolution to reappoint them at the upcoming annual general meeting[146] - The board of directors has confirmed the independence of all independent non-executive directors[145] Capital Structure and Financial Position - As of March 31, 2024, the total equity attributable to the owners of the company was approximately HKD 315.0 million, an increase from HKD 288.7 million as of March 31, 2023[139] - The total debt of the group, including interest-bearing bank loans and overdrafts, was approximately HKD 19.6 million, down from HKD 28.0 million as of March 31, 2023[139] - The group's debt-to-equity ratio as of March 31, 2024, was approximately 6.2%, a decrease from 9.7% as of March 31, 2023[162] - The company confirmed that it has sufficient financial resources to meet its obligations in the foreseeable future[139] - There were no significant contingent liabilities as of March 31, 2024, consistent with the previous year[141] Corporate Governance - The board of directors has ensured compliance with the corporate governance code and has maintained a high level of corporate governance practices as of the report date[176] - The independent non-executive directors constitute more than one-third of the board, ensuring a balance of experience and skills relevant to the group's operations[194] - The group has purchased liability insurance for directors and senior management to cover potential legal liabilities arising from their duties[192]

8 12. 貿易及其他應付款項 10 所得稅開支 資本開支 以下為合約資產及合約負債之分析： 13. 於二零二四年三月三十一日，本集團手頭上有27個建築項目，總未完成合約價值 約1,343.0百萬港元。於二零二三年三月三十一日，本集團手頭上有31個建築項目， 總未完成合約價值約1,657.0百萬港元。鑒於手頭項目，預計未來幾年建造工程的業 績將保持穩定。 於二零二四年三月三十一日，本集團擁有流動資產淨值約297.8百萬港元（二零 二三年三月三十一日：約264.1百萬港元）以及銀行結餘及現金約131.4百萬港元（二 零二三年三月三十一日：約160.1百萬港元），均以港元計值。 於二零二四年三月三十一日，本集團並無任何抵押予銀行以擔保本集團若干銀行 融資的銀行存款（二零二三年三月三十一日：約3.4百萬港元）。 庫務政策 除上文所披露者外，董事會並不知悉任何其他於二零二四年三月三十一日後及直 至本公告日期進行而須作出披露的重大事項。 末期業績 綜合財務狀況表 2 權益總額 315,031 288,661 1. 一般資料及編製基準 綜合財務報表之編製基準 綜上所述，年內溢利由截至二零二三年三月三十一日止年度的約32. ...