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佈的內容概不負責， 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公佈全部或任何部 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。 NEW CONCEPTS HOLDINGS LIMITED 創 業 集 團（ 控 股 ）有 限 公 司 有關CLEAR INDUSTRY COMPANY LIMITED 已發行股本51%的和解協議 須予披露及關連交易的最新資料 茲提述本公司日期為2020年5月28日、2020年7月29日、2020年11月5日、2020年12 月1日、2021年5月7日及2023年11月23日的公佈（「該等公佈」）。除非文義另有指 明，否則本公佈所用的專有詞彙具有該等公佈所界定的相同涵義。 誠如日期為2023年11月23日之公告所載，賣方已根據和解協議將代價股份存入本公 司受託方所存置的證券戶口，而買方（本公司間接全資附屬公司）已於2023年11月23 日與受託方（本公司的獨立第三方）訂立代理協議（「代理協議」）。 延長和解協議項下的代價股份出售期 根據代理協議，受託方有義務（其中包括）於代理協議日期（或訂約各方書面協定的 ...

Financial Performance - Revenue for the six months ended September 30, 2024, increased to HK$362.3 million, up 18% from HK$307.1 million in the same period last year[10] - Gross profit decreased to HK$33.9 million, a decline of 17% compared to HK$40.8 million in the previous year[10] - Loss for the period amounted to HK$20.1 million, compared to a loss of HK$9.3 million in the same period last year, representing a 116% increase in losses[11] - Basic and diluted loss per share attributable to the owners of the Company was HK$0.92, compared to HK$0.42 in the previous year, reflecting a 119% increase in loss per share[11] - The Company reported a total comprehensive loss of HK$13.3 million for the period, compared to a loss of HK$30.6 million in the previous year[14] - Loss before tax for the six months ended 30 September 2024 was HK$52,552, compared to HK$56,594 for the same period in 2023, representing a decrease of 7.2%[68] Assets and Liabilities - Total non-current assets as of September 30, 2024, were HK$786.3 million, an increase from HK$752.7 million as of March 31, 2024[17] - Current assets increased to HK$414.7 million from HK$351.4 million, marking an increase of 18%[17] - Cash and cash equivalents rose to HK$53.4 million, up from HK$37.3 million, indicating a 43% increase[17] - Total current liabilities increased to HK$409,178,000 as of September 30, 2024, compared to HK$337,384,000 as of March 31, 2024, reflecting a growth of approximately 21.3%[19] - Net current assets decreased to HK$5,559,000 as of September 30, 2024, down from HK$14,007,000 as of March 31, 2024, indicating a decline of about 60.3%[19] - Total non-current liabilities rose to HK$337,861,000 as of September 30, 2024, from HK$300,206,000 as of March 31, 2024, representing an increase of approximately 12.5%[19] - Net assets decreased to HK$454,034,000 as of September 30, 2024, compared to HK$466,479,000 as of March 31, 2024, showing a reduction of about 2.7%[19] Revenue Segmentation - Revenue from construction works and environmental protection projects is segmented into foundation works, civil engineering, and environmental protection services, indicating diversified operational focus[31] - For the six months ended September 30, 2024, total revenue reached HK$362,293,000, a 17.98% increase from HK$307,098,000 in the same period of 2023[36] - Construction works generated revenue of HK$313,761,000, up 20.5% from HK$260,452,000 year-on-year[36] - Environmental protection segment revenue was HK$48,532,000, a slight increase of 4.0% compared to HK$46,646,000 in the previous year[36] Expenses and Income - Administrative expenses decreased to HK$49.5 million from HK$52.6 million, a reduction of 6%[10] - Other income and gains decreased to HK$3.1 million from HK$8.8 million, a decline of 65%[10] - Bank interest income increased to HK$70,000 from HK$58,000, while other income decreased significantly from HK$8,763,000 to HK$3,081,000[57] - Finance costs rose to HK$8,484,000, up from HK$6,371,000, primarily due to increased bank loan interest[60] - The company reported a total of HK$3,081,000 in other income, which included HK$1,262,000 from the disposal of property, plant, and equipment[57] - The company capitalized HK$12,146,000 in interest, which contributed to the reduction of finance costs[60] Strategic Focus and Future Outlook - The company is focused on expanding its environmental protection segment, which includes waste treatment and new energy materials in Mainland China, highlighting growth opportunities in this sector[31] - Future outlook includes continued expansion in construction and environmental sectors, with a focus on new energy materials and waste management technologies[36] Project and Capacity Updates - The Group had 9 projects in progress as of September 30, 2024, with an aggregate contract value of approximately HK$2,372.89 million, and all projects were reported to be on schedule[145][148]. - The Hefei Plant has a permitted capacity of 200 tons per day, which was fully utilized as of September 30, 2024[156][160]. - The Xuancheng Plant has a total planned capacity of 300 tons per day, with Phase 1 construction completed and trial commercial operation commenced in 1H2023[157][163]. - Xuancheng Plant's treatment volume increased to 132 tons per day by the end of September 2024[165] - Dunhua Plant has a planned capacity of 210 tons per day but has not commenced any business or construction due to ongoing land expropriation processes[169] - Guoyang Plant has a planned capacity of 126 tons per day, with the concession agreement signed in March 2022, but has not started any operations as of September 30, 2024[170] - Hanzhong Plant, an 80%-owned subsidiary, has yet to commence any business or construction, facing issues with concession arrangements with the municipal government[180] - Hancheng Plant was granted an exclusive concession right for a capacity of 20,000 tons per annum for 30 years, but construction has been pending since FY2020 due to design deficiencies and land issues[192] - Hancheng Plant's construction has been on hold since FY2020, with penalties imposed for occupying collective land, amounting to approximately RMB260,000[196]

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佈的內容概不負責， 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公佈全部或任何部 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。 (i) 於相應期間內，一次性確認宜興項目就投資激勵產生的其他投資收入約 4,700,000港元；及 (ii) 由於特定項目的進度延誤及新取得項目整體毛利率較低，本集團建築業務財務 業績減少，自相應期間溢利約5,100,000港元減少至本期間近盈虧平衡水平。 本公佈所載資料僅基於董事會對本集團本期間的未經審核綜合管理賬目所作的初步 評估及董事會目前可得的資料，而有關賬目及資料可能須於董事會進一步內部審閱 以及本公司的審核委員會審閱後再作調整。本集團本期間財務表現的詳情將載於本 公司的中期業績公佈。 NEW CONCEPTS HOLDINGS LIMITED 創 業 集 團（ 控 股 ）有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：2221） 內幕消息 盈利警告 本公佈由創業集團（控股）有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據 香港聯合交易所有限公司證券上市規則（「上市規則」） ...

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佈的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何 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。 創業集團（控股）有限公司（「本公司」）董事會（「董事會」）謹此宣佈，本公司將於2024 年11月20日（星期三）舉行董事會會議，藉以（其中包括）考慮及批准本公司及其附屬 公司截至2024年9月30日止六個月的中期業績，以及建議派發中期股息（如有）。 承董事會命 創業集團（控股）有限公司 主席兼執行董事 朱勇軍 NEW CONCEPTS HOLDINGS LIMITED 創 業 集 團（ 控 股 ）有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：2221） 董事會會議舉行日期 香港，2024年11月8日 於本公佈日期，執行董事為朱勇軍先生、潘軼旻先生及李錫勛先生；非執行董事為 林家匡先生；而獨立非執行董事為杜芸女士、羅俊超先生、唐嘉樂博士及蔡偉石先 生， 榮譽勳章，太平紳士 。 ...

NT 創業集團(控股)有限公司 NEW CONCEPTS HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) ( 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ) Stock Code 股份代號：2221 2024 ANNUAL REPORT 年 報 CONTENTS 目錄 | --- | --- | --- | --- | |-------------------------------------------------------------------------------------------|-------|------------------------------------------------------------------|-------| | | | | | | Corporate Information 公司資料 | 2 | Consolidated Statement of Profit or Loss and | 89 | | Chairman's State ...

[ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024](index=2&type=section&id=ANNUAL%20RESULTS%20FOR%20THE%20YEAR%20ENDED%2031%20MARCH%202024) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20AND%20OTHER%20COMPREHENSIVE%20INCOME) For FY2024, revenue grew 15.2% to HKD 628.2 million, turning losses into profit with HKD 32.061 million profit for the year and HKD 0.18 cents basic and diluted EPS Key Consolidated Statement of Profit or Loss and Other Comprehensive Income Data for FY2024 | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 628,236 | 545,189 | | Cost of Sales | (567,145) | (491,625) | | Gross Profit | 61,091 | 53,564 | | Other Income and Gains, Net | 81,744 | 38,163 | | Profit/(Loss) Before Tax | 31,784 | (14,706) | | Income Tax Credit/(Expense) | 277 | (4,016) | | Profit/(Loss) for the Year | 32,061 | (18,722) | | Profit/(Loss) for the Year Attributable to Owners of the Company | 2,863 | (20,797) | | Non-controlling Interests | 29,198 | 2,075 | | Total Comprehensive Income for the Year | 5,984 | (35,258) | | Basic Earnings/(Loss) Per Share Attributable to Owners of the Company (HK cents) | 0.18 | (1.70) | | Diluted Earnings/(Loss) Per Share Attributable to Owners of the Company (HK cents) | 0.18 | (1.70) | [Consolidated Statement of Financial Position](index=4&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) As of March 31, 2024, total non-current assets rose to HKD 753 million, while current assets slightly decreased to HKD 351 million, and net assets increased to HKD 466 million Key Consolidated Statement of Financial Position Data for FY2024 | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 108,082 | 62,824 | | Investment Properties | 56,413 | 22,167 | | Operating Concessions | 251,660 | 246,519 | | Investments in Associates | 91,686 | — | | Total Non-current Assets | 752,678 | 659,099 | | **Current Assets** | | | | Inventories | 8,915 | 8,067 | | Trade and Retention Receivables | 110,960 | 92,431 | | Cash and Cash Equivalents | 37,321 | 134,540 | | Total Current Assets | 351,391 | 373,897 | | **Current Liabilities** | | | | Contract Liabilities | 9,430 | 716 | | Trade and Retention Payables | 147,532 | 118,506 | | Interest-bearing Bank and Other Borrowings | 54,008 | 65,533 | | Total Current Liabilities | 337,384 | 280,210 | | Net Current Assets | 14,007 | 93,687 | | **Non-current Liabilities** | | | | Amounts Due to Related Parties | 164,891 | 190,222 | | Interest-bearing Bank and Other Borrowings | 98,226 | 101,457 | | Total Non-current Liabilities | 300,206 | 346,782 | | **Equity** | | | | Net Assets | 466,479 | 406,004 | | Equity Attributable to Owners of the Company | 399,251 | 359,377 | | Non-controlling Interests | 67,228 | 46,627 | | Total Equity | 466,479 | 406,004 | [Notes to the Consolidated Financial Statements](index=6&type=section&id=NOTES%20TO%20THE%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides supplementary details on the Group's business, financial statement preparation, accounting policies, and key financial metrics [1. General Information](index=6&type=section&id=1.%20GENERAL%20INFORMATION) The company, incorporated in the Cayman Islands and listed on HKEX, primarily operates in construction and environmental protection - The company is a limited company incorporated in the Cayman Islands, with shares listed on the Main Board of the Hong Kong Stock Exchange[53](index=53&type=chunk)[54](index=54&type=chunk)[57](index=57&type=chunk) - The Group is primarily engaged in construction engineering and environmental protection businesses[43](index=43&type=chunk)[56](index=56&type=chunk) [2. Basis of Preparation](index=6&type=section&id=2.%20BASIS%20OF%20PREPARATION) Consolidated financial statements are prepared under HKFRSs and HK GAAP, using historical cost, except for fair-valued investment properties - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs), Hong Kong Generally Accepted Accounting Principles, and the disclosure requirements of the Hong Kong Companies Ordinance[55](index=55&type=chunk)[57](index=57&type=chunk) - The financial statements are prepared on a historical cost basis, except for investment properties which are measured at fair value[55](index=55&type=chunk)[57](index=57&type=chunk) [3. Changes in Accounting Policies and Disclosures](index=6&type=section&id=3.%20CHANGES%20IN%20ACCOUNTING%20POLICIES%20AND%20DISCLOSURES) The Group adopted new and revised HKFRSs, with HKAS 1 and HKFRS Practice Statement 2 amendments enhancing accounting policy disclosures - The Group has adopted new and revised Hong Kong Financial Reporting Standards, but other than amendments to HKAS 1 and HKFRS Practice Statement 2, these standards have no significant impact on the Group's results and financial position[58](index=58&type=chunk)[69](index=69&type=chunk)[88](index=88&type=chunk) - Amendments to HKAS 1 and HKFRS Practice Statement 2 aim to replace 'significant accounting policies' with 'material accounting policy information' and have removed certain immaterial accounting policy information[61](index=61&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[87](index=87&type=chunk)[89](index=89&type=chunk) [4. Revenue, Other Income and Gains, Net](index=7&type=section&id=4.%20REVENUE,%20OTHER%20INCOME%20AND%20GAINS,%20NET) FY2024 revenue of HKD 628 million was driven by construction and environmental businesses, with other income and gains significantly increasing to HKD 81.744 million FY2024 Revenue Composition | Revenue Source | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Construction Engineering | 511,281 | 438,227 | | Environmental Protection - New Energy Materials | 42,626 | — | | Environmental Protection - Operating Income | 56,987 | 46,226 | | Finance Income | 3,107 | 3,811 | | **Total Revenue** | **628,236** | **545,189** | | **Other Income and Gains, Net** | | | | Government Grants | 9,450 | 6,859 | | Gain from Capital Injection of Patent Technology | 52,946 | — | | Fair Value Change of Investment Properties | 5,594 | — | | **Total Other Income and Gains, Net** | **81,744** | **38,163** | - In FY2024, certain PRC subsidiaries received government grants for R&D activities, with the Yixing Project and Tianjin operations receiving investment incentives of **HKD 8.45 million** and **HKD 1 million**, respectively[96](index=96&type=chunk)[98](index=98&type=chunk) - A non-cash gain of **HKD 52.946 million** was generated from the capital injection of patent technology into associate Hantang Mingsheng[97](index=97&type=chunk)[99](index=99&type=chunk)[80](index=80&type=chunk)[82](index=82&type=chunk) FY2024 Revenue and Results by Segment | Segment | Revenue (Thousand HKD) | Segment Results (Thousand HKD) | | :--- | :--- | :--- | | Construction Engineering | 511,281 | (15,451) | | Environmental Protection - Kitchen Waste Treatment Related Business | 74,329 | 6,315 | | Environmental Protection - Development and Management of Environmental Protection Industrial Park | — | 13,849 | | Environmental Protection - New Energy Materials | 42,626 | 57,138 | | **Consolidated Total** | **628,236** | **61,851** | FY2024 Revenue by Customer Location | Region | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 15,150 | 32,606 | | Mainland China | 494,474 | 300,192 | | **Total** | **509,624** | **332,798** | FY2024 Major Customer Revenue Contribution | Customer | Business | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | :--- | | Customer B | Construction Engineering | 424,926 | 378,424 | | Customer A | Environmental Protection | — | 56,925 | | **Total** | | **424,926** | **435,349** | [5. Finance Costs](index=14&type=section&id=5.%20FINANCE%20COSTS) FY2024 total finance costs were HKD 17.14 million, with net finance costs of HKD 11.97 million after capitalizing interest FY2024 Finance Costs Analysis | Item | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Interest on Amounts Due to Related Parties | 5,205 | 5,519 | | Interest on Bank Loans, Overdrafts and Other Borrowings | 9,724 | 5,885 | | Interest on Convertible Bonds | 51 | 225 | | Interest Portion of Lease Liabilities | 810 | 247 | | Bond Interest | 1,350 | 917 | | Interest on Other Payables | — | 221 | | **Total** | **17,140** | **13,014** | | Less: Interest Capitalized | (5,170) | (2,193) | | **Net Finance Costs** | **11,970** | **10,821** | [6. Profit/(Loss) Before Tax](index=15&type=section&id=6.%20PROFIT%2F(LOSS)%20BEFORE%20TAX) FY2024 profit before tax was HKD 31.784 million, a significant improvement from FY2023's loss, with key costs including inventory, construction, and employee benefits FY2024 Major Expenses for Profit Before Tax | Item | 2024 (Thousand HKD) | | :--- | :--- | | Cost of Inventories Sold | 35,806 | | Construction Engineering Costs | 502,384 | | Kitchen Waste Treatment Service Costs | 9,692 | | Auditor's Remuneration | 1,857 | | Depreciation | 24,154 | | Amortization of Other Intangible Assets | 491 | | Amortization of Operating Concessions | 5,349 | | Expected Credit Losses on Financial and Contract Assets | 1,805 | | Employee Benefit Expenses (excluding directors' emoluments) | 127,113 | [7. Income Tax Credit/(Expense)](index=15&type=section&id=7.%20INCOME%20TAX%20CREDIT%2F(EXPENSE)) FY2024 saw an income tax credit of HKD 0.277 million, mainly from deferred tax, contrasting with FY2023's HKD 4.016 million expense FY2024 Income Tax Credit/(Expense) | Item | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Expense for the Year - PRC | (8) | (3,028) | | Deferred Tax | 285 | (988) | | **Total Income Tax Credit/(Expense) for the Year** | **277** | **(4,016)** | [8. Earnings/(Loss) Per Share Attributable to the Owners of the Company](index=16&type=section&id=8.%20EARNINGS%2F(LOSS)%20PER%20SHARE%20ATTRIBUTABLE%20TO%20THE%20OWNERS%20OF%20THE%20COMPANY) FY2024 basic and diluted EPS were HKD 0.18 cents, reversing FY2023's HKD 1.70 cents loss, with share options impacting diluted EPS FY2024 Earnings/(Loss) Per Share Data | Metric | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic Earnings/(Loss) Per Share | 0.18 | (1.70) | | Diluted Earnings/(Loss) Per Share | 0.18 | (1.70) | - For FY2024, the weighted average number of ordinary shares used for basic earnings per share was **1,558,890,364 shares**, and for diluted earnings per share was **1,563,075,845 shares**[174](index=174&type=chunk)[176](index=176&type=chunk) - Diluted loss was not presented for FY2023 as share options and convertible bonds had an anti-dilutive effect[158](index=158&type=chunk)[176](index=176&type=chunk) [9. Trade and Retention Receivables](index=17&type=section&id=9.%20TRADE%20AND%20RETENTION%20RECEIVABLES) As of March 31, 2024, net trade receivables were HKD 95.964 million and net retention receivables were HKD 26.018 million, with credit terms up to 90 days FY2024 Trade and Retention Receivables | Item | 2024 (Thousand HKD) | | :--- | :--- | | Trade Receivables | 98,954 | | Impairment | (2,990) | | **Net Trade Receivables** | **95,964** | | Retention Receivables | 26,664 | | Impairment | (646) | | **Net Retention Receivables** | **26,018** | | **Total** | **121,982** | | Portion classified as current assets | 110,960 | | Non-current portion | 11,022 | FY2024 Ageing Analysis of Trade Receivables (excluding retention receivables) | Ageing | 2024 (Thousand HKD) | | :--- | :--- | | Within 30 days | 60,269 | | 31 to 60 days | 12,056 | | 61 to 90 days | 12,234 | | Over 90 days | 11,405 | | **Total** | **95,964** | - The Group generally grants credit terms of no more than **90 days** to customers, with interim progress payment applications for construction contracts typically submitted monthly and settled within **1 month**[163](index=163&type=chunk)[179](index=179&type=chunk) [10. Trade and Retention Payables](index=18&type=section&id=10.%20TRADE%20AND%20RETENTION%20PAYABLES) As of March 31, 2024, trade payables were HKD 144 million and retention payables were HKD 15.629 million, with varying settlement periods FY2024 Trade and Retention Payables | Item | 2024 (Thousand HKD) | | :--- | :--- | | Trade Payables | 144,157 | | Retention Payables | 15,629 | | **Total** | **159,786** | | Portion classified as current liabilities | 147,532 | | Non-current portion | 12,254 | FY2024 Ageing Analysis of Trade Payables (excluding retention payables) | Ageing | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 38,595 | 25,794 | | 31 to 60 days | 19,889 | 24,345 | | 61 to 90 days | 15,046 | 6,625 | | Over 90 days | 70,627 | 52,034 | | **Total** | **144,157** | **108,798** | - Trade payables are non-interest bearing and generally settled within **30 to 180 days**, while retention payables are settled with subcontractors **1 to 2 years** after contract completion[167](index=167&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) This section reviews the Group's operating performance, financial position, and outlook across construction and environmental businesses, highlighting revenue growth, profit turnaround, and strategic focus [Business Review](index=19&type=section&id=BUSINESS%20REVIEW) The Group's construction revenue grew 16.7% to HKD 511.3 million with declining margins, while environmental revenue grew 9.3% to HKD 117 million - The Group primarily engages in construction engineering and environmental protection businesses, including foundation works, civil engineering, general building works, kitchen waste treatment, environmental industrial park development and management, and new energy materials[168](index=168&type=chunk)[208](index=208&type=chunk) [I Construction Business](index=19&type=section&id=I%20Construction%20Business) FY2024 construction revenue grew 16.7% to HKD 511.3 million, but gross margin declined to 4.0% due to project delays and lower new project margins - FY2024 construction segment revenue was approximately **HKD 511.3 million**, an increase of **16.7%** from FY2023, primarily due to an increase in the number of large-scale projects[189](index=189&type=chunk) - The overall gross margin for the construction business decreased to approximately **4.0%** (FY2023: 5.0%), mainly due to delays in specific projects and lower overall gross margins for newly awarded projects[189](index=189&type=chunk) - Approximately **86.4%** of revenue was derived from public foundation projects, with the Mei Tung Estate foundation project contributing approximately **HKD 424.9 million**[189](index=189&type=chunk) - In FY2024, **7 projects** were completed (FY2023: 4), and **7 new projects** were awarded (FY2023: 2), with a total contract value of approximately **HKD 313.8 million** (FY2023: HKD 957.3 million)[190](index=190&type=chunk)[211](index=211&type=chunk) - As of **March 31, 2024**, there were **5 ongoing projects** (FY2023: 2)[190](index=190&type=chunk)[211](index=211&type=chunk) [II Environmental Protection Business](index=21&type=section&id=II%20Environmental%20Protection%20Business) FY2024 environmental revenue grew 9.3% to HKD 117 million, with mixed performance in kitchen waste treatment, progress in eco-industrial parks, and new energy materials production - FY2024 environmental protection business revenue increased by approximately **9.3%** to approximately **HKD 117 million** (FY2023: approximately HKD 107 million)[215](index=215&type=chunk)[245](index=245&type=chunk) [1. Kitchen Waste Treatment Related Business](index=22&type=section&id=1.%20Kitchen%20waste%20treatment%20related%20business) FY2024 kitchen waste treatment revenue decreased to HKD 74.3 million due to reduced construction income, with varied progress across different projects - FY2024 kitchen waste treatment revenue was approximately **HKD 74.3 million** (FY2023: approximately HKD 107 million), mainly due to reduced construction revenue from the Xuancheng project[218](index=218&type=chunk)[199](index=199&type=chunk) - Kitchen waste treatment revenue includes construction revenue and operating revenue (including government grants and byproduct sales) from BOT projects[197](index=197&type=chunk)[220](index=220&type=chunk) [(i) Hefei Plant](index=22&type=section&id=(i)%20Hefei%20Plant) The Hefei project became wholly-owned on March 31, 2024, achieving its planned 200 tonnes per day processing capacity in March - The Hefei project became wholly-owned by the Group on **March 31, 2024**, having previously been **60%** owned by the Group[8](index=8&type=chunk)[226](index=226&type=chunk) - The Hefei project operates under a BOT model, with a planned processing capacity of **200 tonnes per day**, which was achieved in **March 2024**[198](index=198&type=chunk)[409](index=409&type=chunk)[410](index=410&type=chunk)[248](index=248&type=chunk) [(ii) Xuancheng Plant](index=23&type=section&id=(ii)%20Xuancheng%20Plant) The Xuancheng project, a wholly-owned subsidiary, has a 300 tonnes per day planned capacity, with trial commercial operation approved in March 2024 - The Xuancheng project is a wholly-owned subsidiary of the Group, with a total planned processing capacity of **300 tonnes per day**, to be constructed in two phases, under a **30-year** concession period[202](index=202&type=chunk)[225](index=225&type=chunk) - In **March 2024**, the Xuancheng project's processing volume gradually increased to **100 tonnes per day** and was approved for trial commercial operation[203](index=203&type=chunk)[224](index=224&type=chunk)[227](index=227&type=chunk) - Phase 1 of the Xuancheng project was substantially completed during the year ended **March 31, 2023**[249](index=249&type=chunk)[251](index=251&type=chunk) [(iii) Dunhua Plant](index=24&type=section&id=(iii)%20Dunhua%20Plant) The Dunhua project, with a 210 tonnes per day planned capacity and 30-year concession, has not commenced operations due to land acquisition - The Dunhua project has a planned processing capacity of **210 tonnes per day** and has been granted a **30-year** exclusive concession (BOT model)[230](index=230&type=chunk)[232](index=232&type=chunk)[254](index=254&type=chunk)[256](index=256&type=chunk) - As of **March 31, 2024**, the Dunhua project has not commenced any business or construction due to the municipal government's land acquisition work[232](index=232&type=chunk)[254](index=254&type=chunk) [(iv) Guoyang Plant](index=24&type=section&id=(iv)%20Guoyang%20Plant) The Guoyang project, with a 126 tonnes per day planned capacity and 25-year concession, obtained land use rights but has not commenced operations - The Guoyang project has a planned processing capacity of **126 tonnes per day** and a **25-year** concession period, with the concession agreement signed in **March 2022**[233](index=233&type=chunk)[255](index=255&type=chunk)[257](index=257&type=chunk) - Land use rights for construction were obtained during the year, but as of the announcement date, no business or construction has commenced[234](index=234&type=chunk)[261](index=261&type=chunk) [(v) Hanzhong Plant](index=25&type=section&id=(v)%20Hanzhong%20Plant) The Hanzhong project, an 80% owned subsidiary, is still negotiating concession and site selection with the government, with no operations commenced - The Hanzhong project, an **80%** owned subsidiary of the Group, has been negotiating concession arrangements and site selection with the Hanzhong Municipal Government since its establishment[237](index=237&type=chunk)[239](index=239&type=chunk) - As of the announcement date, relevant departments including Hanzhong Municipal Development and Reform Commission, Urban Investment, and Urban Management Bureau have not reached a consensus on the above matters[16](index=16&type=chunk)[238](index=238&type=chunk) - As of **March 31, 2024**, the Hanzhong project has not commenced any business or construction[9](index=9&type=chunk)[240](index=240&type=chunk) - In FY2023, the Urban Management Bureau of a district under the Hanzhong Municipal Government unilaterally signed a concession arrangement with another enterprise to handle kitchen waste in that district[260](index=260&type=chunk)[263](index=263&type=chunk) [(vi) Hancheng Plant](index=26&type=section&id=(vi)%20Hancheng%20Plant) The Hancheng project's construction is pending since FY2020 due to design and land issues, with an impairment loss of RMB 1.797 million recognized - The Hancheng project's construction has been pending since **FY2020** due to wastewater treatment system design flaws and land occupation issues[242](index=242&type=chunk)[266](index=266&type=chunk) - The Group has submitted the matter to the Shaanxi Provincial People's Congress Standing Committee and Provincial People's Government for prompt resolution[295](index=295&type=chunk) - As of **March 31, 2024**, an impairment loss of approximately **RMB 1.797 million** (approximately HKD 1.797 million) was recognized[11](index=11&type=chunk)[270](index=270&type=chunk) - The Group reached an understanding with Hancheng Supply and Marketing Cooperative and proposed to terminate the development of the Hancheng project, with liquidation arrangements pending audit completion[268](index=268&type=chunk)[269](index=269&type=chunk) [2. Development and Management of Environmental Protection Industrial Park](index=28&type=section&id=2.%20Development%20and%20management%20of%20environmental%20protection%20industrial%20park) The Yixing Project commenced construction with a RMB 100 million syndicated loan, while the Xi'an project's land bid and Group's capital injection are pending [1 Yixing Project](index=28&type=section&id=1%20Yixing%20Plant) The Yixing Project, a wholly-owned subsidiary, commenced construction of its V-MEMD technology base with a USD 160 million investment and RMB 100 million loan - The Yixing Project invests in a multi-effect membrane distillation (V-MEMD) technology production and R&D base, with a total investment of approximately **USD 160 million**, to be carried out in **3 phases**, with Phase 1 investment of approximately **USD 40 million**[274](index=274&type=chunk)[302](index=302&type=chunk) - Formal construction permits were obtained and construction commenced during the year. A **RMB 100 million** syndicated loan was secured in **February 2024**[273](index=273&type=chunk)[276](index=276&type=chunk) - The Yixing Project is primarily for leasing purposes, and its land use rights are classified as investment properties[301](index=301&type=chunk)[303](index=303&type=chunk) [2 Xi'an Project](index=29&type=section&id=2%20Xi'an%20Plant) The Group established Yisheng Zhihui (62.5% owned) with USD 10 million registered capital to bid for a Xi'an land plot, but the bid and Group's capital injection are pending - The Group, with two other investors, established Yisheng Zhihui with a registered capital of **USD 10 million** (approximately **HKD 77.9 million**), where the Group holds **62.5%** equity[13](index=13&type=chunk)[305](index=305&type=chunk) - Yisheng Zhihui's main businesses include sales, manufacturing, and R&D of environmental protection equipment, park management services, and it plans to bid for a land plot in Xi'an National High-tech Industrial Development Zone[279](index=279&type=chunk)[281](index=281&type=chunk) - As of **March 31, 2024**, the land plot has not yet been publicly tendered, and the Group has not made any capital injection into Yisheng Zhihui[280](index=280&type=chunk)[282](index=282&type=chunk) - If Yisheng Zhihui successfully bids for the land plot, other investors may choose to exercise their call options, potentially reducing the Group's equity interest to **33.34%**[306](index=306&type=chunk)[308](index=308&type=chunk) [3. New Energy Materials](index=30&type=section&id=3.%20New%20energy%20materials) The Group is expanding into new energy materials, with Shenzhen Huamingsheng commencing production and Hantang Mingsheng formed via patent technology injection [(i) Shenzhen Huamingsheng — 51% Owned Non-wholly Owned Subsidiary](index=30&type=section&id=(i)%20Shenzhen%20Huamingsheng) Shenzhen Huamingsheng (51% owned) commenced trial production of graphite-based anode materials in June 2023, generating HKD 42.6 million revenue in FY2024 - The Group and Shanghai Bakus established Shenzhen Huamingsheng with a registered capital of **RMB 68.6 million**, where the Group holds **51%** equity, making it a non-wholly owned subsidiary[287](index=287&type=chunk)[312](index=312&type=chunk) - Shenzhen Huamingsheng's main business includes the production of graphite-based anode materials, with a planned annual output of **2,000 tonnes**[287](index=287&type=chunk)[312](index=312&type=chunk)[340](index=340&type=chunk) - The Group has made a full cash capital injection, while Shanghai Bakus completed its capital injection by contributing patent technology[314](index=314&type=chunk)[341](index=341&type=chunk) - Shenzhen Huamingsheng commenced trial production in **June 2023**, generating approximately **HKD 42.6 million** in revenue in FY2024 (FY2023: approximately HKD 1.97 million)[316](index=316&type=chunk) [(ii) Hantang Mingsheng — 30% Owned Associate](index=32&type=section&id=(ii)%20Hantang%20Mingsheng) Shenzhen Huamingsheng (30% owned) established associate Hantang Mingsheng with RMB 350 million registered capital, injecting RMB 105 million in patent technology for a HKD 52.9 million non-cash gain - Shenzhen Huamingsheng and Hantang Senyuan established associate Hantang Mingsheng with a registered capital of **RMB 350 million** (approximately **HKD 381.3 million**), where Shenzhen Huamingsheng holds **30%** equity[320](index=320&type=chunk)[345](index=345&type=chunk) - Shenzhen Huamingsheng injected **RMB 105 million** in patent technology into Hantang Mingsheng, generating a non-cash gain of approximately **HKD 52.9 million**[322](index=322&type=chunk)[326](index=326&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk) - As of **March 31, 2024**, Hantang Mingsheng was in its establishment phase and not yet operational[325](index=325&type=chunk)[353](index=353&type=chunk) [Financial Review](index=39&type=section&id=FINANCIAL%20REVIEW) FY2024 revenue grew 15.2% to HKD 628.2 million, achieving a profit turnaround, with increased other income and administrative expenses, while liquidity decreased and gearing improved - FY2024 Group revenue increased by approximately **15.2%** to approximately **HKD 628.2 million**, primarily due to increases in construction and environmental protection businesses[473](index=473&type=chunk)[476](index=476&type=chunk) - Profit for the year attributable to owners of the company was approximately **HKD 2.9 million**, compared to a loss of approximately **HKD 20.8 million** in the previous year[457](index=457&type=chunk)[461](index=461&type=chunk) - Basic and diluted earnings per share were both **HKD 0.18 cents**, reversing last year's loss per share of **HKD 1.70 cents**[458](index=458&type=chunk)[462](index=462&type=chunk)[474](index=474&type=chunk)[477](index=477&type=chunk) [Results of the Group](index=39&type=section&id=Results%20of%20the%20Group) FY2024 Group revenue grew 15.2% to HKD 628.2 million, achieving a profit of HKD 2.9 million attributable to owners, with EPS of HKD 0.18 cents - FY2024 Group revenue increased by approximately **15.2%** to approximately **HKD 628.2 million**, primarily due to increases in construction and environmental protection businesses[473](index=473&type=chunk)[476](index=476&type=chunk) - Profit for the year attributable to owners of the company was approximately **HKD 2.9 million**, compared to a loss of approximately **HKD 20.8 million** in the previous year[457](index=457&type=chunk)[461](index=461&type=chunk) - Basic and diluted earnings per share were both **HKD 0.18 cents**, reversing last year's loss per share of **HKD 1.70 cents**[458](index=458&type=chunk)[462](index=462&type=chunk)[474](index=474&type=chunk)[477](index=477&type=chunk) [Other Income and Gains, Net](index=39&type=section&id=Other%20income%20and%20gains,%20net) Other income and gains, net, significantly increased from HKD 38.2 million in FY2023 to HKD 81.7 million in FY2024, driven by patent technology gains and government grants - Other income and gains, net, increased from approximately **HKD 38.2 million** to **HKD 81.7 million**[459](index=459&type=chunk)[462](index=462&type=chunk) - Key contributions were from: (i) a gain of approximately **HKD 52.9 million** from capital injection of patent technology into Hantang Mingsheng; (ii) fair value changes of approximately **HKD 5.6 million** for the Yixing Project; and (iii) government grants of approximately **HKD 8.5 million** and **HKD 1 million** as investment incentives for the Yixing Project and Tianjin operations[459](index=459&type=chunk)[462](index=462&type=chunk) [Administrative Expenses](index=40&type=section&id=Administrative%20expenses) Administrative expenses slightly increased by 6% to HKD 97.2 million in FY2024, primarily due to Shenzhen Huamingsheng's full-year expenses and increased share option costs - Administrative expenses slightly increased by **6%** from approximately **HKD 91.7 million** in FY2023 to **HKD 97.2 million** in FY2024[506](index=506&type=chunk) - The increase was mainly due to: (i) full-year expenses for Shenzhen Huamingsheng in FY2024 (only 4 months in FY2023); and (ii) an increase in share option expenses of approximately **HKD 10 million** (FY2023: HKD 2.3 million), recognized together with share options granted in **August 2023**[506](index=506&type=chunk) [Finance Costs](index=40&type=section&id=Finance%20costs) Group finance costs increased by 10.6% to HKD 12 million in FY2024, despite lower borrowing, as the Yixing Project's RMB 100 million loan had minimal drawdown - Group finance costs increased by approximately **10.6%** from approximately **HKD 10.8 million** in FY2023 to approximately **HKD 12 million** in FY2024, despite a decrease in the Group's overall borrowing levels[506](index=506&type=chunk) - The Yixing Project secured a **RMB 100 million** syndicated loan in **February 2024**, but the actual drawdown as of **March 31, 2024**, was minimal, thus not incurring significant finance costs for the year[506](index=506&type=chunk) [Liquidity and Financial Resources](index=40&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2024, bank balances and cash decreased to HKD 37.3 million, total interest-bearing borrowings were HKD 199.3 million, and the current ratio declined to 1.04 - As of **March 31, 2024**, bank balances and cash were approximately **HKD 37.3 million** (FY2023: approximately HKD 134.5 million)[506](index=506&type=chunk) - Total interest-bearing borrowings were approximately **HKD 199.3 million** (FY2023: approximately HKD 203 million)[506](index=506&type=chunk) - The current ratio was approximately **1.04** (FY2023: approximately 1.33)[506](index=506&type=chunk) - The Group will continue to monitor and assess liquidity by seeking new financing resources and/or reasonably controlling project outflows and progress[506](index=506&type=chunk) - The Group's borrowings and bank balances are primarily denominated in HKD and RMB, potentially exposing it to significant foreign currency exchange rate fluctuation risks[466](index=466&type=chunk)[506](index=506&type=chunk) [Gearing Ratio](index=41&type=section&id=Gearing%20ratio) As of March 31, 2024, the gearing ratio was approximately 118.4%, a decrease from 121.5% in FY2023, due to increased shareholder equity - As of **March 31, 2024**, the gearing ratio was approximately **118.4%** (FY2023: approximately 121.5%)[412](index=412&type=chunk)[465](index=465&type=chunk) - The decrease in the gearing ratio was primarily due to an increase in the Group's overall equity attributable to shareholders during the year[464](index=464&type=chunk)[508](index=508&type=chunk) - The gearing ratio is calculated by dividing payables arising from non-ordinary course of business (excluding loans from related companies/directors/shareholders) by the total equity attributable to owners of the company for each year[483](index=483&type=chunk)[507](index=507&type=chunk) [Pledge of Assets](index=41&type=section&id=Pledge%20of%20assets) As of March 31, 2024, the Group pledged HKD 6.464 million in property, plant and equipment, HKD 56.413 million in investment properties, and other assets for financing - As of **March 31, 2024**, the Group had pledged approximately **HKD 6.464 million** in property, plant and equipment (FY2023: approximately HKD 35.255 million) and approximately **HKD 56.413 million** in investment properties (FY2023: nil)[466](index=466&type=chunk) - Trade receivables and concession arrangements were also pledged as collateral for the Group's facilities[466](index=466&type=chunk) - The Group also pledged equity interests in subsidiaries as security for certain facilities[466](index=466&type=chunk) [Fund-raising Activities in the Past 12 Months](index=42&type=section&id=Fund-raising%20activities%20in%20the%20past%2012%20months) From September to October 2023, the Group raised HKD 40.45 million via convertible bonds and new shares, allocated for equipment, anode material development, and working capital Fund-raising Activities in the Past 12 Months | Announcement Date | Fund-raising Activity | Net Proceeds | Intended Use of Proceeds | Actual Use of Proceeds (as of March 31, 2023) | | :--- | :--- | :--- | :--- | :--- | | September 13, October 5 and October 31, 2023 | Initial issuance of convertible bonds with an aggregate principal amount of approximately HKD 29.99 million, and issuance of 57,636,000 new shares at HKD 0.53 per share. The share subscription was completed on October 5, 2023. The convertible bonds were reduced to approximately HKD 20 million, and a termination deed was entered into on October 31, 2023. Convertible bonds with a principal amount of approximately HKD 10 million were converted into shares in November 2023, and the remaining outstanding balance was fully redeemed. | Approximately HKD 40.45 million | (i) Approximately HKD 30 million for the development of graphene-based anode materials and potential construction of production facilities; (ii) Approximately HKD 10.45 million for general working capital. | (i) Except for approximately HKD 6.5 million used for related equipment and facility procurement, the remaining net proceeds are expected to be used in the year ending March 31, 2025; (ii) Fully used for intended purposes; (iii) Approximately HKD 10 million used for early redemption of the principal of convertible bonds. | [Capital Commitments](index=42&type=section&id=Capital%20commitments) As of March 31, 2024, the Group's capital commitments for projects significantly increased to HKD 126 million from HKD 1.7 million in FY2023 - As of **March 31, 2024**, the Group's capital commitments for projects in the ordinary course of business were approximately **HKD 126 million** (FY2023: HKD 1.7 million)[416](index=416&type=chunk)[512](index=512&type=chunk) [Human Resources Management](index=43&type=section&id=Human%20resources%20management) As of March 31, 2024, the Group had 363 employees, with total staff costs of HKD 134.4 million, and remuneration based on market practice and performance - As of **March 31, 2024**, the Group had **363 employees** (including directors), an increase from **309** in FY2023[418](index=418&type=chunk)[494](index=494&type=chunk) - Total staff costs (including directors' emoluments) for FY2024 were approximately **HKD 134.4 million**, an increase from **HKD 102 million** in FY2023[418](index=418&type=chunk)[494](index=494&type=chunk) - Remuneration is determined with reference to market practice, individual performance, qualifications, and experience, with retirement benefits, casualty insurance, and share options provided[418](index=418&type=chunk)[422](index=422&type=chunk)[515](index=515&type=chunk) [Significant Investments Held](index=43&type=section&id=Significant%20investments%20held) In FY2024, the Group held no significant equity investments and undertook no major acquisitions or disposals of subsidiaries or associates - In **FY2024**, the Group did not hold any significant equity investments in other companies[419](index=419&type=chunk)[495](index=495&type=chunk) - Except as disclosed in this announcement, the Group did not undertake any significant acquisitions or disposals of subsidiaries and associates[492](index=492&type=chunk)[518](index=518&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=43&type=section&id=Purchase,%20sale%20or%20redemption%20of%20the%20Company's%20listed%20securities) In FY2024, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - In **FY2024**, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[421](index=421&type=chunk)[497](index=497&type=chunk) [Contingent Liabilities](index=43&type=section&id=Contingent%20liabilities) As of March 31, 2024, outstanding performance guarantees for construction contracts increased to approximately HKD 44.6 million - As of **March 31, 2024**, the Group's outstanding performance guarantees for construction contracts amounted to approximately **HKD 44.6 million** (FY2023: approximately HKD 36.9 million)[424](index=424&type=chunk)[516](index=516&type=chunk) [Outlook](index=38&type=section&id=Outlook) The Group maintains cautious optimism for the Hong Kong foundation industry and a bright outlook for new energy materials, focusing on technology, quality, and carbon asset development - The Hong Kong construction industry faces challenges of intense competition and rising material and labor costs, impacting profitability[404](index=404&type=chunk)[469](index=469&type=chunk) - The directors remain cautiously optimistic about the prospects of the foundation industry in Hong Kong, driven by long-term housing development[404](index=404&type=chunk)[469](index=469&type=chunk) - The anode material industry is highly competitive, with new suppliers continuously entering the market and raw material prices declining[4](index=4&type=chunk)[451](index=451&type=chunk) - With increasing environmental awareness, energy efficiency, and risk factors, global demand for new energy continues to rise, presenting a bright overall industry outlook[379](index=379&type=chunk)[468](index=468&type=chunk) - The Group will strengthen technology, enhance product quality, actively expand into new energy materials, and explore internal carbon asset development[379](index=379&type=chunk)[408](index=408&type=chunk)[452](index=452&type=chunk)[468](index=468&type=chunk) [Other On-going Matters](index=34&type=section&id=Other%20on-going%20matters) This section details two ongoing matters: Clear Industry's equity return and cash refund are largely complete, and Vimab's acquisition agreement issues are under negotiation [1. Clear Industry](index=34&type=section&id=1.%20Clear%20Industry) Clear Industry's equity return and RMB 36 million cash refund are largely complete, with RMB 0.14 million in fines recovered, and only consideration shares pending sale - The Group has returned all equity in Clear Industry and recovered a **RMB 36 million** cash refund in accordance with the settlement agreement[331](index=331&type=chunk)[357](index=357&type=chunk) - During the year, the People's Court ruled in favor of the Group, and approximately **RMB 0.14 million** in fines has been received[331](index=331&type=chunk)[357](index=357&type=chunk) - The consideration shares have not yet been sold, and the Group intends to sell them when market prices reach optimal levels[334](index=334&type=chunk)[386](index=386&type=chunk) - Except for the consideration shares yet to be sold, the ongoing matters concerning Clear Industry should be considered concluded[361](index=361&type=chunk)[387](index=387&type=chunk) [2. Vimab Holding AB ("Vimab")](index=36&type=section&id=2.%20Vimab%20Holding%20AB%20(%22Vimab%22)) The lock-up condition for Vimab acquisition consideration shares cannot be lifted due to Vimab's subsidiary status change and indeterminable EBITDA, with negotiations ongoing - The lock-up condition for **19,488,428** consideration shares in the Vimab acquisition agreement cannot be lifted because Vimab is no longer a subsidiary and audited EBITDA cannot be determined[365](index=365&type=chunk)[368](index=368&type=chunk)[390](index=390&type=chunk)[393](index=393&type=chunk) - Seller A has been liquidated, and its interest in the locked-up shares has been transferred to Seller B, who is now the sole beneficial owner of all locked-up shares[369](index=369&type=chunk)[391](index=391&type=chunk) - The Group is negotiating with Seller B to resolve this issue[369](index=369&type=chunk)[391](index=391&type=chunk) [Significant Event After the Reporting Period](index=37&type=section&id=Significant%20Event%20after%20the%20reporting%20period) Post-reporting period, Yisheng Zhihui's voluntary liquidation is pending, and the Group acquired 60% of Shanxi Tianhe for RMB 0.5 million for animal disposal business - Subsequent to the reporting period, Yisheng Zhihui's shareholders resolved to proceed with voluntary liquidation of Yisheng Zhihui, which is pending completion[397](index=397&type=chunk)[400](index=400&type=chunk) - The liquidation of Yisheng Zhihui is not expected to have a significant impact on the Group, and the Group's liabilities under the joint venture agreement will be fully discharged[372](index=372&type=chunk)[375](index=375&type=chunk) - In **February 2024**, the Group acquired a **60%** equity interest in Shanxi Tianhe for **RMB 0.5 million**, which will engage in the harmless disposal of diseased livestock and poultry, with the transfer registration completed in **May 2024**[1](index=1&type=chunk)[373](index=373&type=chunk)[376](index=376&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk)[401](index=401&type=chunk) [Corporate Governance Practices](index=44&type=section&id=CORPORATE%20GOVERNANCE%20PRACTICES) The company adopted the Model Code and a compliance manual, with the Board confirming FY2024 compliance with the Corporate Governance Code, and the Audit Committee recommending annual results approval and auditor re-appointment - The company has adopted the Model Code in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance[429](index=429&type=chunk)[449](index=449&type=chunk)[499](index=499&type=chunk)[525](index=525&type=chunk)[538](index=538&type=chunk) - The company has adopted a compliance manual, which includes provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules[428](index=428&type=chunk)[539](index=539&type=chunk) - The Board believes the company has complied with the provisions of the Corporate Governance Code in **FY2024**[430](index=430&type=chunk)[524](index=524&type=chunk) - The Audit Committee has reviewed and recommended the Board to approve the annual results, and recommended the re-appointment of BDO Limited as auditors[444](index=444&type=chunk)[504](index=504&type=chunk)[543](index=543&type=chunk) [Final Dividend](index=44&type=section&id=FINAL%20DIVIDEND) The Board does not recommend paying a final dividend for FY2024 to shareholders - The Board does not recommend paying a final dividend for **FY2024** to shareholders (FY2023: nil)[442](index=442&type=chunk)[501](index=501&type=chunk)[526](index=526&type=chunk) [Annual General Meeting and Other Information](index=46&type=section&id=ANNUAL%20GENERAL%20MEETING) The Annual General Meeting is scheduled for August 16, 2024, with share transfer suspension from August 13-16, and the annual report will be published online - The company will hold its Annual General Meeting on **Friday, August 16, 2024**[447](index=447&type=chunk)[547](index=547&type=chunk) - Share transfer registration will be suspended from **Tuesday, August 13, 2024**, to **Friday, August 16, 2024**[435](index=435&type=chunk)[533](index=533&type=chunk)[546](index=546&type=chunk) - The annual report and results announcement will be published on the Stock Exchange website and the company's website in due course[446](index=446&type=chunk)[448](index=448&type=chunk)[532](index=532&type=chunk)[548](index=548&type=chunk) - As of the announcement date, the executive directors are Mr. Zhu Yongjun, Mr. Pan Yimin, and Mr. Li Xixun; the non-executive directors are Mr. Lam Ka Hong and Dr. Ge Xiaolin; and the independent non-executive directors are Ms. Du Yun, Mr. Law Chun Chiu, Dr. Tong Ka Lok, and Mr. Choi Wai Shek[450](index=450&type=chunk)[550](index=550&type=chunk)

Financial Performance - The Group recorded consolidated revenue of HK$307.1 million for the six months ended September 30, 2023, representing a 6.1% increase from HK$289.5 million in the same period of 2022[23]. - Gross profit increased to HK$40.8 million, a significant rise of 58.2% compared to HK$25.8 million in 1H2022, resulting in a gross profit margin increase from 4.1% to 9.6%[23][27]. - Loss attributable to the owners of the Company was HK$6.4 million, a 51.6% improvement from a loss of HK$13.3 million in 1H2022[23]. - Losses per share improved to HK(0.42) cents from HK(1.06) cents in the previous year, reflecting a 60.4% reduction in losses[23]. - The Group's overall performance was positively impacted by projects with higher gross profit margins undertaken during the period[27]. - The Group's revenue increased by approximately 6.1% to about HKD 307.1 million for the six months ended September 30, 2023, compared to HKD 289.5 million for the same period in 2022, driven by growth in construction business despite a decline in environmental business[171]. - Loss attributable to owners of the Company decreased to approximately HK$6,443,000 from approximately HK$13,319,000 in the corresponding period[183]. - Basic loss per share improved to 0.42 HK cents from 1.06 HK cents in the previous year[190]. Business Segments - The construction business generated revenue of approximately HK$260.5 million, marking a 13.4% increase from HK$229.8 million in 1H2022, attributed to a higher number of sizable projects undertaken[24][25]. - Revenue from the Environmental Protection Business decreased by approximately 21.9% to HK$46.6 million, down from HK$59.7 million in 1H2022[30]. - Revenue from kitchen waste treatment related business amounted to HK$38.1 million, a decrease from HK$59.7 million in the previous year, primarily due to reduced construction revenue from the Xuancheng Plant[30]. - The Group's environmental protection business portfolio is expanding into graphene technology and modified graphite anode materials[105]. - The Group is considering expanding its environmental business portfolio to include new energy materials in response to the Chinese government's promotion of renewable energy applications[141]. Project Updates - As of September 30, 2023, the Group had 4 projects in progress with an aggregate contract value of approximately HK$1,080.7 million, all on schedule[37]. - The Group's ongoing projects include Mount Parker Road, Mei Tung Estate, Lamma Pipe Pile, and Hospital Road, all focused on foundation works[40]. - The Hefei Plant's capacity is around 200 tons per day, and the Group completed the acquisition of the remaining 40% equity interests for RMB38.5 million (approximately HK$43.75 million) during the period, making it wholly-owned[42][50]. - Xuancheng Plant has a planned capacity of 300 tons per day and was granted permission to commence trial commercial operations, with treatment volume gradually increasing to 70 tons per day by the end of September 2023[43][64]. - Dunhua Plant has a planned capacity of 210 tons per day but has not commenced any business or construction as of September 30, 2023, due to ongoing land expropriation processes[54][67]. - Guoyang Plant has a planned capacity of 126 tons per day, and the Group obtained land use rights for construction as of September 30, 2023, but has not yet started any business or construction[56][65]. - The Group's Hanzhong Plant has not commenced any business or construction as of September 30, 2023, while negotiations with the municipal government are ongoing[59][60]. - The Xuancheng Plant's construction was completed in two phases, with the first phase finished by March 31, 2023[49]. - The Group's total planned capacity across its projects reflects a significant commitment to increasing operational capabilities in waste management[43][50]. - The construction of the Yixing Plant has commenced following the acquisition of a formal construction permit, with the land use right classified as investment properties[138]. Financial Position - Total assets decreased by approximately 3.9% to approximately HK$993.0 million from approximately HK$1,033.0 million as of 31 March 2023[193]. - Bank balances and cash decreased to approximately HK$114.9 million from approximately HK$134.5 million as of 31 March 2023[193]. - Total interest-bearing loans decreased to approximately HK$189.2 million from approximately HK$203.0 million as of 31 March 2023[194]. - Administrative expenses decreased from approximately HK$56.6 million to HK$52.6 million, primarily due to a decrease in exchange loss[195]. - Finance costs increased from approximately HK$5.8 million to HK$6.4 million due to an increase in the Group's overall borrowing level[196]. - Other income and gains decreased from approximately HK$27.1 million to HK$8.8 million, mainly due to reduced machinery rental income[198]. Future Outlook - The management remains optimistic about future growth opportunities in both construction and environmental protection sectors despite the challenges faced in the Environmental Protection Business[30]. - The Group aims to strengthen internal management to improve operational and profit quality amidst challenges in the kitchen waste project sector[169]. - The future growth of kitchen waste processing projects is expected to be concentrated in third and fourth-tier cities and some rural areas, driven by national advocacy and industry development[174]. - The Group remains optimistic about the construction industry in Hong Kong due to increased land supply for housing developments[182].

內 文 Hong Kong Exchanges and Clearing Limited and The 香港交易及結算所有限公司及香港聯合交易所有限公 Stock Exchange of Hong Kong Limited take no 司對本公佈的內容概不負責，對其準確性或完整性亦不 responsibility for the contents of this announcement, 發表任何聲明，並明確表示，概不對因本公佈全部或任 make no representation as to its accuracy or 何部分內容而產生或因倚賴該等內容而引致的任何損 跟 completeness and expressly disclaim any liability 失承擔任何責任。 whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 年 之 報 後 NEW CONCEPTS HOLDINGS ...

Business Expansion and Strategic Focus - The Group entered the anode material sector through a joint venture, targeting applications in power batteries, energy storage, and portable electronic products, with expectations for significant growth driven by domestic policy and demand [18][29]. - The Group anticipates that the anode material business will become a driving force for development, supported by strong domestic demand for energy solutions [18][29]. - The Group will continue to optimize management and innovation in response to intensified competition in the environmental protection industry in mainland China, shifting focus from expansion to quality [21][28]. - The Group's strategic focus includes enhancing operational management and innovation to adapt to the evolving national environmental protection market [21][28]. - The Group aims to enhance its market presence through these new facilities and technologies [163]. Financial Performance - Overall demand has not fully recovered due to global economic stagnation, inflation, and interest rate hikes, impacting performance in the first quarter of 2023 [12][16]. - The financial position remains complex, with the need for continued adaptation to market changes and economic conditions [16][12]. - Revenue for the year ended March 31, 2023, was HK$545,189,000, a decrease of 16.7% from HK$654,851,000 in 2022 [75]. - Gross profit for the same period was HK$53,564,000, down 35.3% from HK$82,799,000 in the previous year [75]. - The company reported a loss before tax of HK$14,706,000 compared to a profit of HK$29,169,000 in 2022 [75]. - The net loss for the year was HK$18,722,000, contrasting with a profit of HK$17,085,000 in the prior year [75]. - Basic and diluted loss per share was HK$1.60, compared to earnings of HK$0.53 per share in 2022 [75]. - Total comprehensive loss for the year amounted to HK$35,258,000, a decrease from a total comprehensive income of HK$22,595,000 in 2022 [97]. - Loss attributable to owners of the Company amounted to approximately HK$20.8 million in FY2023, compared to a profit of approximately HK$2.1 million in the prior year [174]. Asset Management and Liabilities - As of March 31, 2023, the aggregate carrying amount of operating concessions after impairment was HK$246,519,000, representing approximately 24% of the Group's total assets [41]. - The aggregate carrying amount of trade and retention receivables, deposits, and other receivables was HK$446,883,000, which accounted for approximately 43% of the Group's total assets as of March 31, 2023 [43]. - The accumulated losses as of March 31, 2023, were HK$525,070,000, a slight improvement from HK$504,533,000 in the previous year [103]. - The company assessed impairment of trade and retention receivables, which included significant estimates based on customer creditworthiness and historical write-off experiences [65]. Operational Developments - The construction of the Hanzhong Plant, an 80%-owned subsidiary, is yet to commence as of March 31, 2023, pending negotiations with the municipal government [31]. - The construction of Hancheng Plant has been pending since FY2020 due to design deficiencies and administrative penalties, with no agreement reached for modifications [139]. - The Group completed a total of 4 projects in FY2023, down from 6 projects in FY2022, and secured 2 new projects with an aggregated contract value of approximately HK$957.3 million [153]. - The Group's revenue from the Xuancheng Plant is still under trial operation as of the report date [161]. - The Group is focused on expanding its capacity through new projects like Xuancheng, Dunhua, and Guoyang Plants [163]. Shareholder Engagement and Corporate Governance - The Company is scheduled to hold its Annual General Meeting on August 15, 2023, where key committee members will address shareholder questions [38]. - The Company emphasizes the importance of assessing the economic performance of each cash-generating unit for impairment indicators [42]. - The Company is committed to complying with the Cayman Islands Companies Law regarding dividend declarations and payments [59]. - The company communicated with the Audit Committee regarding significant audit findings and compliance with independence requirements [74]. Market Conditions and Future Outlook - The overall market environment remains challenging, with ongoing adjustments required to navigate economic uncertainties [12][16]. - The construction industry in Hong Kong faces challenges due to rising material costs from global inflation, but the Group remains conservatively optimistic about long-term demand due to government land supply policies [174]. - The National Development and Reform Commission's "14th Five-Year Plan" aims for new energy storage to enter large-scale development by 2025, which is expected to drive strong demand for anode materials [174].

內 文 Hong Kong Exchanges and Clearing Limited and The 香港交易及結算所有限公司及香港聯合交易所有限公 Stock Exchange of Hong Kong Limited take no 司對本公佈之內容概不負責，對其準確性或完整性亦不 responsibility for the contents of this announcement, 發表任何聲明，並明確表示，概不對因本公佈全部或任 make no representation as to its accuracy or 何部分內容而產生或因倚賴該等內容而引致之任何損 跟 completeness and expressly disclaim any liability 失承擔任何責任。 whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 年 之 報 後 NEW CONCEPTS HOLDINGS ...