CONTENTS目錄 Corporate Information 公司資料 Chairman's Statement 主席報告 Management Discussion and Analysis 管理層討論與分析 Biographical Details of Directors and Senior Management 董事及高級管理層履歷詳情 Corporate Governance Report 企業管治報告 Environmental, Social and Governance Report 環境、社會及管治報告 Directors' Report 董事會報告 2 4 6 18 23 40 99 | 114 | Independent Auditor's Report | | --- | --- | | | 獨立核數師報告 | | 121 | Consolidated Statement of Profit or Loss and | | | Other Comprehensive Income | | | 綜合損益及其他全面收益表 | | 123 | Consolidated Statemen ...

Financial Performance - Revenue for the six months ended September 30, 2024, was HK$179,187,000, an increase from HK$156,658,000 in the same period of 2023, representing a growth of approximately 14.4%[17] - Gross profit for the period was HK$48,564,000, compared to HK$46,665,000 in the previous year, indicating a year-on-year increase of about 4.1%[17] - Profit for the period attributable to owners of the Company was HK$10,531,000, down from HK$22,163,000 in the prior year, reflecting a decrease of approximately 52.5%[17] - Basic earnings per share decreased to 1.05 HK cents from 2.22 HK cents, a decline of about 52.8% year-on-year[17] - Total comprehensive income for the period was HK$16,993,000, down from HK$25,618,000 in the same period last year, a decrease of approximately 33.9%[17] Expenses and Costs - Administrative expenses for the period were HK$30,322,000, slightly up from HK$31,504,000 in the previous year, showing a decrease of about 3.8%[17] - The cost of revenue rose by approximately 18.8%, from HK$109,993,000 for the corresponding period last year to HK$130,623,000 for the Period[139] - Finance costs decreased from HK$481,000 to HK$422,000, attributed to gradual repayments of bank borrowings[154] Taxation - For the six months ended 30 September 2024, the Group reported a current period Hong Kong profits tax of HK$1,802,000, a decrease of 5.2% from HK$1,900,000 in the same period of 2023[39] - The total tax expense for the six months ended September 30, 2024 was HK$2,388,000, a slight decrease of 1.4% compared to HK$2,421,000 in 2023[39] - Income tax expenses for the period were HK$2,388,000, with an effective tax rate of approximately 12.3%[185] Investments and Acquisitions - The Group acquired property, plant, and equipment amounting to HK$3,110,000, a significant increase from HK$1,472,000 in the previous six months, aimed at expanding vessel capacity for chartering services[43] - A total consideration of HK$23,800,000 was paid to acquire an additional 34% equity interest in YLTK, with HK$11,900,000 paid in cash and the remaining balance settled by a promissory note[43] - The vendors of YLTK guaranteed that the audited net profits attributable to the owners for the financial years ending March 31, 2024, 2025, and 2026 will not be less than HK$70,000,000[43] Financial Position - The Group's bank and other borrowings and lease liabilities were HK$4,342,000 as of September 30, 2024, secured by equipment with a carrying value of HK$4,363,000[53] - The Group reported net current assets of HK$136,739,000 as of September 30, 2024, an increase from HK$128,305,000 as of March 31, 2024[121] - The current ratio improved from approximately 2.0 as of March 31, 2024, to approximately 2.3 as of September 30, 2024[121] - The gearing ratio decreased to 2.7% as of September 30, 2024, down from 7.3% as of March 31, 2024, primarily due to the repayment of a promissory note[121] Revenue Sources - Revenue for the six months ended September 30, 2024, primarily from vessel chartering and related services, ship management, and marine construction services[192] - The Group's revenue from related party transactions includes vessel chartering and related services, contributing to overall financial performance[114] - The Group's operating segments include (i) vessel chartering and related services, (ii) ship management services, and (iii) marine construction services[192] Operational Strategy - The Company continues to explore opportunities for market expansion and new strategies to enhance operational efficiency[11] - The Group expects a gradual decrease in demand for vessel chartering services due to the completion of several major long-term contracts[148] - The Group will continue to invest in its vessel fleet and seek other opportunities to capture business growth[149] - The Group has secured subcontract marine construction agreements with a total contract sum of approximately HK$540 million, providing stable revenue until March 2027[151] Shareholder Information - The Company’s directors, Wen Tsz Kit Bondy and Chan Sau Ling Amy, each hold a 55.94% shareholding interest in the company through a controlled corporation[88] - As of September 30, 2024, there were no other interests or short positions disclosed by directors or chief executives in the company’s shares or debentures[93] Other Financial Metrics - The average trade receivables turnover days slightly decreased from approximately 67.9 days to 67.7 days[120] - The Group's trade and other receivables increased from HK$71,380,000 as of 31 March 2024 to HK$82,373,000 as of 30 September 2024[186] - The company reported a total of 28,783,000 HKD in trade payables as of September 30, 2024, down from 35,882,000 HKD as of March 31, 2024, indicating a decrease of approximately 19.7%[99]

Financial Performance - The company's net profit attributable to owners decreased by 52.5% from HKD 22,163,000 to HKD 10,531,000 for the six months ended September 30, 2024[2]. - Basic earnings per share for the period were approximately HKD 1.05, down from HKD 2.22 for the same period last year[4]. - Total revenue for the six months ended September 30, 2024, was HKD 179,187,000, an increase from HKD 156,658,000 in the previous year, representing a growth of 14.3%[4]. - Gross profit for the period was HKD 48,564,000, compared to HKD 46,665,000 in the previous year, indicating a slight increase of 4.1%[4]. - The company reported a decrease in other income and gains, which fell from HKD 13,378,000 to HKD 2,760,000, a decline of 79.4%[4]. - The company reported a pre-tax profit of HKD 19,383,000 for the six months ended September 30, 2024[26]. - Revenue from maritime construction services significantly increased to HKD 89,923,000, up 35.6% from HKD 66,356,000 in the previous year[36]. - The company's attributable profit decreased by approximately 52.5% from HKD 22,163,000 to HKD 10,531,000, with basic earnings per share dropping from HKD 2.22 to HKD 1.05[84]. Revenue Breakdown - For the six months ended September 30, 2024, the total revenue was HKD 179,187,000, with external revenue from ship leasing and related services at HKD 75,995,000, ship management services at HKD 13,269,000, and maritime construction services at HKD 89,923,000[26]. - For the six months ended September 30, 2023, the total revenue was HKD 156,658,000, with external revenue from ship leasing and related services at HKD 77,189,000, ship management services at HKD 13,113,000, and maritime construction services at HKD 66,356,000[28]. - The segment profit for ship leasing and related services was HKD 25,414,000, for ship management services was HKD 6,918,000, and for maritime construction services was HKD 15,179,000, totaling HKD 47,511,000[26]. - The segment profit for ship leasing and related services was HKD 30,008,000, for ship management services was HKD 6,875,000, and for maritime construction services was HKD 9,703,000, totaling HKD 46,751,000[28]. Assets and Liabilities - The company's total assets as of September 30, 2024, were HKD 418,946,000, down from HKD 442,882,000 as of March 31, 2024[9]. - Current assets decreased from HKD 259,827,000 to HKD 243,358,000, a decline of 6.4%[9]. - Trade receivables increased to HKD 74,093,000 as of September 30, 2024, up from HKD 62,847,000 as of March 31, 2024, representing a growth of approximately 17.7%[56]. - The provision for credit losses on trade receivables rose to HKD 2,510,000, compared to HKD 1,501,000 in the previous period[56]. - Trade payables decreased to HKD 28,783,000 as of September 30, 2024, down from HKD 35,882,000 as of March 31, 2024, indicating a reduction of approximately 20%[59]. - The total amount of trade and other payables was HKD 41,359,000 as of September 30, 2024, down from HKD 56,102,000[59]. Acquisition Activities - The company acquired an additional 34% stake in Runli (Addendum) Marine Engineering Co., Ltd., increasing its ownership to 51%[20]. - The acquisition of an additional 34% stake in Run Li Tin Kee was completed for a total consideration of HKD 23,800,000, with HKD 11,900,000 paid in cash[48]. - The company confirmed the fair value of identifiable assets and liabilities acquired during the acquisition, with adjustments to reflect new information impacting the measurement of the acquisition date amounts[20]. - The acquisition resulted in a goodwill of HKD 25,400,000 and identifiable intangible assets of HKD 11,321,000[53]. - The total cash outflow from the acquisition amounted to HKD 16,821,000, including transaction costs of HKD 947,000[53]. - The company issued HKD 11,900,000 in promissory notes as part of the acquisition, with an interest rate of 5.0%[63]. - The sellers guaranteed that the audited net profit attributable to the owners of Runli Tianji for the fiscal years ending March 31, 2024, 2025, and 2026 will not be less than HKD 70 million; if there is a shortfall, the sellers will pay 17% of each shortfall within 30 days after the financial statements are published[91]. Dividends and Shareholder Returns - The company did not recommend the payment of an interim dividend for the period[2]. - The company declared an interim dividend of HKD 0.01 per share, totaling HKD 10,000,000, compared to HKD 18,000,000 in the previous year[44]. - The company will not declare an interim dividend for the period[86]. Financial Ratios and Performance Metrics - The net current assets increased from HKD 128,305,000 to HKD 136,739,000, with the current ratio improving from approximately 2.0 to 2.3[88]. - The debt-to-equity ratio decreased from 7.3% to 2.7%, primarily due to the repayment of promissory notes[88]. - The company's effective tax rate for the period was based on a two-tier system, with a rate of 8.25% for the first HKD 2,000,000 of taxable profits and 16.5% for profits exceeding that amount[41]. Corporate Governance and Compliance - The board of directors has confirmed compliance with the corporate governance code, except for the provision that the roles of chairman and CEO should be separated[101]. - The audit committee has reviewed the interim results announcement and financial statements, ensuring effective internal controls and risk management systems[104]. - The company maintains sufficient public float as required by the listing rules[105]. Future Outlook and Strategy - The company is actively seeking new business opportunities to diversify and expand its operations, focusing on maritime-related services and construction[49]. - The management maintains a cautious yet optimistic outlook for revenue and profit growth in the maritime leasing and related services, ship management, and maritime construction sectors[72]. - The company expects to continue monitoring trends that may impact its financial performance in the future[67].

Business Operations - The Group acquired a 34% equity interest in Yun Lee (Tim Kee) Marine Construction Limited, completed in May 2023, which is expected to drive future revenue and profit growth [9]. - The Group operates a fleet comprising 57 self-owned vessels and charters additional vessels from third-party suppliers to meet service demands [18]. - The Group provided vessel chartering services primarily to marine construction contractors for major projects, including the Three-Runway System project at Hong Kong International Airport [20]. - The Group has over 20 years of operating history in maritime services, focusing on vessel chartering, ship management, and marine construction [18]. - The Group's services include time charter, voyage charter, crew provision, maritime consultation, and vessel repair and maintenance [18]. - The Group's marine construction services are mainly provided to contractors for marine construction projects in Hong Kong [18]. Financial Performance - The Group's total revenue increased by approximately 39.5%, from HK$239,876,000 for the year ended 31 March 2023 to HK$334,604,000 for the year ended 31 March 2024 [28]. - The cost of revenue increased by approximately 58.8%, from HK$154,424,000 for the year ended 31 March 2023 to HK$245,194,000 for the year ended 31 March 2024 [31]. - The Group's gross profit increased by approximately 4.6%, from HK$85,452,000 for the year ended 31 March 2023 to HK$89,410,000 for the year ended 31 March 2024 [34]. - The gross profit margin decreased by approximately 8.9 percentage points from approximately 35.6% for the year ended 31 March 2023 to approximately 26.7% for the year ended 31 March 2024 [34]. - Other income decreased by approximately 43.7%, from HK$4,734,000 for the year ended 31 March 2023 to HK$2,667,000 for the year ended 31 March 2024 [35]. - Other gains increased from other losses of HK$534,000 for the year ended 31 March 2023 to other gains of HK$11,203,000 for the year ended 31 March 2024 [36]. - Administrative expenses increased by approximately 57.9%, from HK$43,338,000 for the year ended 31 March 2023 to HK$68,413,000 for the year ended 31 March 2024 [42]. - Finance costs increased from HK$60,000 for the year ended 31 March 2023 to HK$824,000 for the year ended 31 March 2024 [43]. - Profit attributable to owners of the Company decreased by approximately 12.3%, from HK$36,011,000 for the year ended 31 March 2023 to HK$31,584,000 for the year ended 31 March 2024 [49]. - Basic earnings per share decreased from approximately HK3.60 cents for the year ended 31 March 2023 to approximately HK3.16 cents for the year ended 31 March 2024 [49]. Investments and Acquisitions - The Group acquired an additional 34% equity interest in YLTK for a total consideration of HK$23,800,000, increasing its ownership to 51% [71]. - The company acquired an additional 34% stake in Run Li Tian Ji for a total price of HK$23,800,000, with an upfront payment of HK$11,900,000 and the remaining amount settled via a promissory note at an interest rate of 5% [75]. - The sellers guaranteed that the audited net profit attributable to Run Li Tian Ji will not be less than HK$70,000,000 for the fiscal years ending March 31, 2024, 2025, and 2026, with a commitment to cover any shortfall [75]. - As of May 2, 2023, the company holds a 51% stake in Run Li Tian Ji, which has become a non-wholly owned subsidiary [75]. Financial Position and Ratios - Trade and other receivables increased by approximately 40.5%, from HK$51,128,000 as at 31 March 2023 to HK$71,837,000 as at 31 March 2024 [51]. - The Group's current ratio decreased from approximately 5.1 as at 31 March 2023 to approximately 2.0 as at 31 March 2024 [58]. - Gearing ratio was approximately 7.23% as at 31 March 2024, compared to nil as at 31 March 2023 [59]. - Capital expenditure for the year ended 31 March 2024 was HK$2,748,000, a significant decrease from HK$32,778,000 in the previous year [65]. - As of March 31, 2024, the company had bank and other borrowings and lease liabilities of HK$5,470,000 secured by equipment with a carrying value of HK$5,457,000 [78]. - There were no significant contingent liabilities reported as of March 31, 2024 [76]. - The company has no other material pledges of assets as of March 31, 2024 [79]. Corporate Governance - The Company has adopted the principles and code provisions of the Corporate Governance Code and has complied with it for the year ended 31 March 2024, except for provision A.2.1 regarding the separation of roles of chairman and chief executive officer [123]. - The Board consists of five directors, including two executive directors and three independent non-executive directors, ensuring a strong independence element in its composition [128]. - The Company engaged an independent internal control adviser to review its procedures, systems, and controls, and has adopted recommended internal control improvement measures [119]. - The Company has confirmed compliance with the Model Code for Securities Transactions by Directors for the year ended 31 March 2024, with no incidents of non-compliance reported [125]. - The Company has a strong commitment to high corporate governance standards to safeguard shareholder interests and enhance corporate value [119]. - The Company has adopted a "Board Diversity Policy" to enhance performance quality and the Nomination Committee is responsible for monitoring its implementation [176]. - The Board has established three committees: Audit, Remuneration, and Nomination, each with specific written terms of reference [165]. Risk Management - The Audit Committee is tasked with overseeing the Group's financial reporting system, risk management, and internal control systems [169]. - The Board concluded that the Group's risk management and internal control systems are effective and adequate, with ongoing assessments conducted by the Audit Committee and senior management [186]. - The Company has implemented a risk management strategy that includes risk elimination, risk mitigation, and risk retention to address various risks [197]. - The Group's risk governance structure includes clear responsibilities for the Board, Audit Committee, and senior management in managing risks [189]. - The risk management process includes annual risk reporting by senior management, with independent external consultants assessing risks and discussing solutions for material internal control defects [194]. Management and Personnel - The management team has over 20 years of experience in the maritime services industry, with key executives involved in the overall management and business development of the group [84][88]. - Mr. Ng Simon has over 24 years of experience in the financial industry, focusing on corporate finance advisory and fundraising [99]. - Mr. Cheung Tai Kee has over 30 years of experience in the marine industry, responsible for overall management of ship management services [102]. - Mr. Chow Wai Ming has over 20 years of experience in the maritime services industry, managing vessel chartering and related services [104]. - Mr. Lo Kwun Kit joined the Group as financial controller and company secretary on October 30, 2023, with over 10 years of relevant experience [109]. - Mr. Mui Yuk Wah resigned as financial controller and company secretary on October 30, 2023, after joining the Group in 2018 [114]. Dividend Policy - The Company has adopted a Dividend Policy to declare and distribute dividends to shareholders, allowing them to share in the Company's profits while retaining adequate reserves for future growth [150]. - Future dividend payments will be determined based on factors such as the Company's capital structure, financial performance, cash flow, and prevailing market conditions [154]. - The Board reserves the right to decide on major policy matters, strategies, and financial information, with daily operations managed under the supervision of the Chairman, Mr. Wen Tsz Kit Bondy [156]. - The Company’s dividend policy will be reviewed periodically by the Board, and dividends declared at the shareholders' meeting cannot exceed the amount recommended by the Board [160].

Financial Performance - The company's net profit attributable to owners decreased by 12.3% from approximately HKD 36,011,000 for the year ended March 31, 2023, to approximately HKD 31,584,000 for the year ended March 31, 2024[3]. - Basic earnings per share for the year ended March 31, 2024, was approximately HKD 3.16, down from HKD 3.60 for the previous year[3]. - The group recorded a pre-tax profit of HKD 34,631,000 for the fiscal year ending March 31, 2024, compared to HKD 49,070,000 for the fiscal year ending March 31, 2023[26]. - The company reported a net loss attributable to non-controlling interests of HKD 2,048,000 for the year ended March 31, 2024, compared to a profit of HKD 5,444,000 in the previous year[5]. - The annual profit attributable to the company's owners decreased to HKD 31,584,000 in 2024 from HKD 36,011,000 in 2023, a decline of about 12.5%[36]. - Profit attributable to owners decreased by approximately 12.3% from HKD 36,011,000 to HKD 31,584,000, with basic earnings per share dropping from approximately HKD 3.60 to HKD 3.16[62]. Revenue and Growth - Total revenue for the year ended March 31, 2024, was HKD 334,604,000, an increase from HKD 239,876,000 in the previous year, representing a growth of approximately 39.5%[4]. - For the fiscal year ending March 31, 2024, total revenue reached HKD 334,604,000, with external revenue from ship leasing and related services at HKD 145,475,000, ship management services at HKD 26,379,000, and maritime construction services at HKD 162,750,000[24]. - Total revenue increased by approximately 39.5% from HKD 239,876,000 for the year ended March 31, 2023, to HKD 334,604,000 for the year ended March 31, 2024[52]. Expenses and Costs - Administrative expenses rose to HKD 68,413,000 for the year ended March 31, 2024, compared to HKD 43,338,000 in the previous year, indicating an increase of approximately 57.9%[4]. - Other income decreased from HKD 4,734,000 in the fiscal year ending March 31, 2023, to HKD 2,667,000 in the fiscal year ending March 31, 2024, primarily due to the absence of government subsidies[30]. - Financing costs rose from HKD 60,000 to HKD 824,000, attributed to interest expenses from new lease liabilities and increased bank borrowings[59]. - Revenue cost rose by approximately 58.8% from HKD 154,424,000 to HKD 245,194,000 during the same period[53]. - Gross profit for the year ended March 31, 2024, was HKD 89,410,000, compared to HKD 85,452,000 for the previous year, reflecting a slight increase of approximately 3.4%[4]. - Gross profit increased by approximately 4.6% from HKD 85,452,000 to HKD 89,410,000, while gross margin decreased by about 8.9 percentage points to approximately 26.7%[54]. Dividends - The board proposed a final dividend of HKD 0.01 per share for the year ended March 31, 2024, totaling HKD 10,000,000, compared to HKD 18,000,000 for the previous year[3]. - The company confirmed a dividend of HKD 10,000,000 for the year ending March 31, 2024, down from HKD 18,000,000 in 2023, reflecting a reduction of approximately 44.4%[35]. - Proposed final dividend per share decreased from HKD 1.8 to HKD 1.0, totaling HKD 10,000,000 for the year[63]. Assets and Liabilities - The company's total assets as of March 31, 2024, were HKD 311,360,000, compared to HKD 301,482,000 as of March 31, 2023, showing a growth of approximately 3.0%[7]. - The net current assets decreased from HKD 157,985,000 in the previous year to HKD 128,305,000, a decline of approximately 18.9%[7]. - The company's total equity increased slightly from HKD 284,202,000 in the previous year to HKD 289,244,000, representing a growth of approximately 1.5%[8]. - Trade payables rose to HKD 35,882,000 in 2024 from HKD 16,509,000 in 2023, indicating a significant increase of approximately 117.5%[43]. - Trade receivables from third parties increased to HKD 62,847,000 in 2024 from HKD 43,825,000 in 2023, marking an increase of about 43.5%[39]. - The company reported a decrease in deferred tax expenses from HKD 3,214,000 in 2023 to HKD 680,000 in 2024, a reduction of about 78.8%[33]. Investments and Acquisitions - The company acquired an additional 34% stake in a subsidiary for a total consideration of HKD 23,800,000, with an upfront cash payment of HKD 11,900,000[38]. - The company completed the acquisition of an additional 34% stake in Run Li Tin Kee for a total consideration of HKD 23,800,000, with HKD 11,900,000 paid in cash and the remaining balance settled via promissory notes at an interest rate of 5%[71]. - The sellers guaranteed that the audited net profit attributable to the owners of Run Li Tin Kee for the fiscal years ending March 31, 2024, 2025, and 2026 would not be less than HKD 70,000,000; if there is a shortfall, the sellers will pay 17% of each shortfall within 30 days after the financial statements are published[71]. Corporate Governance and Compliance - The company has adopted the corporate governance code and has complied with it since its listing, except for the provision that the roles of Chairman and CEO should not be held by the same person[79]. - The audit committee, composed of three independent non-executive directors, has reviewed the annual financial performance announcement and the consolidated financial statements for the year ending March 31, 2024[86]. Shareholder Information - The company will suspend the transfer of shares from August 21, 2024, to August 27, 2024, inclusive[88]. - Shareholders listed on August 27, 2024, will have the right to attend the annual general meeting[88]. - A proposed final dividend will be subject to approval at the annual general meeting[88]. - The company will suspend share transfer registration for one day on September 5, 2024, to determine eligibility for the proposed final dividend[88]. - All share transfer documents must be submitted by 4:30 PM on September 4, 2024, to qualify for the final dividend[88]. - The annual report for the year ending March 31, 2024, will be published on the Stock Exchange and the company's website[90]. - The board of directors includes two executive directors and three independent non-executive directors[92].

Revenue and Profitability - The Group's total revenue increased by approximately 19.1%, from HK$131,550,000 in the corresponding period last year to HK$156,658,000 for the Period[14]. - Gross profit increased by approximately 3.7%, from HK$44,990,000 for the corresponding period last year to HK$46,665,000 for the Period[16]. - Profit attributable to owners of the Company rose by approximately 27.5% from HK$18,084,000 to HK$23,064,000, with basic earnings per share increasing from approximately HK1.81 cents to HK2.31 cents[32]. - Profit before taxation rose to HK$29,135,000, an increase of 17.3% from HK$24,851,000 in the previous year[130]. - Profit and total comprehensive income for the period was HK$26,519,000, up 26.5% from HK$20,998,000 in 2022[130]. Cost and Expenses - The cost of revenue rose by approximately 27.1%, from HK$86,560,000 for the corresponding period last year to HK$109,993,000 for the Period[15]. - The gross profit margin decreased by approximately 4.4 percentage points, from approximately 34.2% to approximately 29.8% for the Period[16]. - Administrative expenses surged by approximately 43.2% from HK$21,180,000 to HK$30,325,000, mainly due to increased staff costs and business development expenses[23]. - Finance costs increased significantly from HK$50,000 to HK$729,000, attributed to new lease interest expenses and increased interest from borrowings after acquisitions[24]. Business Operations and Future Outlook - The Group expects demand for vessel chartering and related services to gradually diminish due to the completion of several high-profile marine construction projects[9]. - Management anticipates stable revenue and profits from the ship management and marine construction business going forward[10]. - The Group will continue to invest in its vessel fleet and explore other opportunities to capture business prospects[9]. - The Group's marine construction services are primarily provided to contractors for significant marine infrastructure projects in Hong Kong[8]. Financial Position - The Group's net current assets decreased from HK$157,985,000 to HK$122,251,000, with the current ratio declining from approximately 5.1 to 2.0[39]. - The gearing ratio as of September 30, 2023, was 7.3%, compared to nil as of March 31, 2023[40]. - Non-current assets as of September 30, 2023, totaled HK$193,313,000, an increase from HK$143,497,000 as of March 31, 2023[131]. - Total equity as of September 30, 2023, was HK$291,126,000, up from HK$284,202,000 as of March 31, 2023[133]. Shareholding and Corporate Governance - As of September 30, 2023, Wen Tsz Kit Bondy and Chan Sau Ling Amy each hold 558,858,750 shares, representing 55.89% of the company's shareholding[88]. - The company has independent non-executive directors responsible for providing independent judgment on strategy, performance, resources, and conduct standards[82]. - The company has adopted the Corporate Governance Code and complied with it during the period, except for the separation of the roles of chairman and CEO[118]. - The company aims to enhance transparency and accountability through its corporate governance framework[117]. Segment Information - The Group's revenue is derived from vessel chartering, ship management services, and newly added marine construction services[162]. - Revenue from vessel chartering and related services decreased to HK$77,189,000, down 34.9% from HK$118,600,000 in the previous year[186]. - Revenue from marine construction services was HK$66,356,000, with no revenue reported for this segment in the same period last year[186]. - Segment profit for vessel chartering was HK$30,047,000, while ship management services generated a profit of HK$6,875,000, and marine construction services contributed HK$9,578,000[170]. Cash Flow and Investments - For the six months ended September 30, 2023, net cash used in operating activities was HK$14,649,000, a significant decrease from HK$100,879,000 in the same period of 2022[139]. - The net cash from investing activities was HK$30,324,000, compared to a cash outflow of HK$81,287,000 in the previous year[139]. - The company paid dividends of HK$18,000,000, a decrease from HK$20,000,000 in the previous year[139]. - The planned use of the remaining net proceeds includes HK$22 million for setting up a shipyard in Hong Kong, expected to be fully utilized by 2024[114].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容 而引致的任何損失承擔任何責任。 Yun Lee Marine Group Holdings Limited 潤 利 海 事 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：2682） 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 中 期 業 績 公 告 摘要 ‧ 本公司擁有人應佔期內純利由截至二零二二年九月三十日止六個月 18,084,000港元增加27.5%至截至二零二三年九月三十日止六個月23,064,000 港元。 ‧ 截至二零二三年九月三十日止六個月每股基本盈利約為2.31港仙（二零二二 年：1.81港仙）。 ...

Financial Performance - The Group's total revenue decreased by approximately 34.1%, from approximately HK$364,005,000 for the year ended 31 March 2022 to approximately HK$239,876,000 for the year ended 31 March 2023[30]. - Revenue from vessel chartering and related services decreased by approximately 36.8%, from approximately HK$338,265,000 to approximately HK$213,924,000 during the same period[30]. - The Group's cost of revenue decreased by approximately 43.0%, from approximately HK$270,695,000 to approximately HK$154,424,000[31]. - Gross profit decreased by approximately 8.4%, from approximately HK$93,310,000 to approximately HK$85,452,000, while gross profit margin increased by approximately 10.0 percentage points to approximately 35.6%[35]. - Other income increased by approximately 5.56 times, from approximately HK$851,000 to approximately HK$4,734,000, including government grants of HK$2,790,000 related to COVID-19 subsidies[36]. - Administrative expenses increased by approximately 6.6%, from approximately HK$40,666,000 to approximately HK$43,338,000, mainly due to increased business development expenses[41]. - The Group's profit attributable to owners decreased by approximately 11.7%, from approximately HK$40,803,000 for the year ended 31 March 2022 to approximately HK$36,011,000 for the year ended 31 March 2023[49]. - Basic earnings per share decreased from approximately HK4.08 cents for the year ended 31 March 2022 to approximately HK3.60 cents for the year ended 31 March 2023[52]. - The Group recorded a loss of approximately HK$1,047,000 from associates for the year ended 31 March 2023, compared to a profit of HK$2,231,000 for the year ended 31 March 2022[50]. - The Group's income tax expense was approximately HK$7,615,000 for the year ended 31 March 2023, with an effective tax rate of approximately 15.5%[51]. Investments and Acquisitions - The Group acquired a 34% equity interest in Yun Lee (Tim Kee) Marine Construction Limited, completed in May 2023, which is expected to drive future revenue and profit growth[13]. - The Group acquired an additional 34% equity interest in YLTK for a total consideration of HK$23,800,000, completed on 2 May 2023[69]. - The company entered into a purchase agreement to acquire an additional 34% stake in Run Li Tian Ji for a total consideration of HKD 23,800,000[80]. - The company will pay HKD 11,900,000 in cash and the remaining HKD 11,900,000 will be settled via promissory notes with an annual interest rate of 5%[80]. - The sellers guarantee that the audited net profit attributable to owners of Run Li Tian Ji will not be less than HKD 70,000,000 for the fiscal years ending March 31, 2024, 2025, and 2026[80]. - If the profit falls short, the sellers will pay 17% of the shortfall within 30 days after the audited financial statements are published[80]. - Prior to the acquisition, the company held a 17% stake in Run Li Tian Ji, classified as an associate company[80]. - After the completion of the acquisition on May 2, 2023, the company holds a 51% stake in Run Li Tian Ji, which has become a non-wholly owned subsidiary[80]. - The initial accounting method for the business combination is not yet complete, and the company is awaiting final financial information post-completion and valuation[80]. Corporate Governance - The Group has adopted the Corporate Governance Code as the basis for its governance practices, ensuring transparency and accountability[109]. - The Group is committed to high corporate governance standards, which are essential for safeguarding shareholder interests and enhancing corporate value[111]. - The Company has complied with the CG Code for the year ended 31 March 2023, except for provision A.2.1, which requires separation of the roles of chairman and chief executive officer[113]. - The Board consists of five directors, including two executive directors and three independent non-executive directors, ensuring a strong independence element[118]. - The Company complied with the requirements of having at least three independent non-executive directors after the appointment of Mr. Ng Simon on 12 May 2023[127]. - All directors confirmed compliance with the Securities Dealing Code for the year ended 31 March 2023, with no incidents of non-compliance reported[115]. - The Board regularly reviews the contributions required from each director to ensure sufficient time is spent on their responsibilities[117]. - The attendance record for Board meetings shows that all directors actively participated, with Mr. Wen Tsz Kit Bondy attending 7 out of 7 meetings[123]. - The Company has received written annual confirmations of independence from all independent non-executive directors, affirming their compliance with independence guidelines[129]. - The Board's composition includes one director with appropriate professional qualifications or expertise in accounting or related financial management[128]. - The independent non-executive directors are appointed for a specific term of three years, subject to renewal after the expiry of the current term[133]. - The Board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of the Company's affairs[148]. - The Audit Committee held three meetings during the year ended 31 March 2023 to discuss audit planning and review annual financial results[151]. - The Company has complied with the Listing Rules regarding the appointment of independent non-executive directors, ensuring at least three members on the Board and Audit Committee[131]. - The Board is collectively responsible for directing and supervising the Company's affairs, including overseeing operational and financial performance[135]. - All directors have received training regarding their duties and responsibilities, relevant laws, and regulations applicable to their roles[144]. - The Board reserves decision-making for major matters including policy, strategies, budgets, and financial information[145]. - The independent non-executive directors ensure high standards of regulatory reporting and provide independent judgment on corporate actions[136]. - The Company encourages directors to participate in continuous professional development to refresh their knowledge and skills[143]. - The Articles of Association require that one-third of the directors retire by rotation at each annual general meeting[134]. Risk Management and Internal Control - The Group's risk governance structure includes the Board overseeing management in the design, implementation, and monitoring of risk management and internal control systems[174]. - The Audit Committee is responsible for overseeing the Group's risk management and internal control systems, ensuring effectiveness at least annually[176]. - Senior management is tasked with designing and maintaining effective risk management systems, identifying and mitigating risks in daily operations[177]. - The Company has developed a risk management process to evaluate significant risks and address material internal control defects, with annual reporting responsibilities assigned to senior management[178]. - Risks are evaluated based on their potential impact on financial results and the probability of occurrence, guiding the Company's risk management strategies[182]. - The Board concluded that the Group's risk management and internal control systems are effective and adequate, with ongoing assessments based on recommendations from the audit committee and senior management[171]. - The Company will review the need for an internal audit function at least annually, considering the size and nature of its business[170]. - The Company does not have an internal audit department and has engaged an independent professional internal control consulting firm to review its internal control system and report findings to the Audit Committee[170]. Shareholder Rights and Communication - Shareholders' rights are safeguarded by proposing separate resolutions for substantial issues at general meetings, with voting conducted by poll[197]. - An extraordinary general meeting can be convened upon requisition by shareholders holding at least 10% of the paid-up capital, to address specified business[198]. - The Company does not have provisions for shareholders to move new resolutions at general meetings, but they can request a meeting to propose resolutions[199]. - The Company Secretary has completed not less than 15 hours of relevant professional training during the year ended March 31, 2023[190]. - Shareholders may submit written inquiries to the Board of the Company[200]. - The Company typically does not address verbal or anonymous inquiries[200]. Management and Team Experience - The Group's financial controller and company secretary, Mr. Mui Yuk Wah, has over 15 years of experience in auditing and accounting, indicating strong financial oversight capabilities[104]. - The Group's senior management includes Mr. Cheung Tai Kee, who has over 30 years of experience in the marine industry, enhancing the Group's operational expertise[99]. - The Group's senior manager, Mr. Chow Wai Ming, has over 20 years of experience in the maritime services industry, contributing to the Group's service management[103]. - Mr. Wen Tsz Kit Bondy has over 20 years of experience in the maritime industry and has been instrumental in the Group's growth and business expansion since November 1994[125]. - The Group's management team has a diverse background, with members holding various certifications and qualifications relevant to the maritime and financial sectors[106].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容 而引致的任何損失承擔任何責任。 Yun Lee Marine Group Holdings Limited 潤 利 海 事 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：2682） 截 至 二 零 二 三 年 三 月 三 十 一 日 止 年 度 全 年 業 績 公 告 摘要 ‧ 本公司擁有人應佔年內純利由截至二零二二年三月三十一日止年度 40,803,000港元減少11.7%至截至二零二三年三月三十一日止年度約 36,011,000港元。 ‧ 截至二零二三年三月三十一日止年度每股基本盈利約為3.60港仙（二零二二 年：4.08港仙）。 ...

Financial Performance - For the six months ended September 30, 2022, the Group's total revenue decreased by 9.6% to approximately HK$131,550,000 from approximately HK$145,531,000 in the corresponding period last year [12]. - The Group's gross profit increased by approximately 42.3% to approximately HK$44,990,000, with a gross profit margin increase of approximately 12.5 percentage points to 34.2% [14]. - The Group's profit attributable to owners increased by approximately 38.8%, from approximately HK$13,033,000 for the corresponding period last year to approximately HK$18,084,000 for the Period [24]. - Basic earnings per share attributable to owners increased from approximately HK1.30 cents for the corresponding period last year to approximately HK1.81 cents for the Period [24]. - Total comprehensive income for the period was HK$20,998,000, an increase of 28.5% from HK$16,405,000 in the same period last year [96]. - Profit before taxation for the period was HK$24,851,000, up 33.4% from HK$18,618,000 in the prior year [96]. - The company reported a significant increase in revenue, with a year-on-year growth of 15% in the latest quarter [39]. - The company provided a positive outlook for the next quarter, projecting a revenue growth of 10% to 12% [39]. Revenue Sources - For the six months ended September 30, 2022, total revenue was HK$131,550,000, with vessel chartering and related services contributing HK$118,600,000 and ship management services contributing HK$12,950,000 [130]. - Revenue from vessel chartering and related services for the six months ended 30 September 2022 was HK$118,600,000, a decrease of 9.5% from HK$132,598,000 in 2021 [141]. - Revenue from ship management services for the same period was HK$12,950,000, slightly increased from HK$12,933,000 in 2021 [141]. Expenses and Costs - The Group's cost of revenue decreased by approximately 24.0% to approximately HK$86,560,000 from approximately HK$113,924,000 in the previous year, mainly due to reduced vessel chartering expenses [13]. - Administrative expenses increased by approximately 22.8% to approximately HK$21,180,000, primarily due to higher staff costs and business development expenses [20]. - Finance costs increased from approximately HK$35,000 to approximately HK$50,000, attributed to the recognition of lease liability interest [20]. - The company aims to reduce operational costs by 15% through improved logistics and supply chain management [39]. Assets and Liabilities - The Group's trade and other receivables decreased from approximately HK$133,861,000 as at 31 March 2022 to approximately HK$52,519,000 as at 30 September 2022 [26]. - The Group's trade receivables turnover days increased from approximately 103.2 days for the year ended 31 March 2022 to approximately 129.6 days for the Period [26]. - As at 30 September 2022, the Group had net current assets of approximately HK$144,113,000, with a current ratio increase from approximately 3.66 to approximately 3.81 [26]. - The Group's gearing ratio was nil as at 30 September 2022, indicating no non-trade debts [26]. - Current assets decreased to HK$195,421,000 from HK$215,437,000, a decline of 9.3% [98]. - Total equity attributable to owners of the Company was HK$233,461,000, slightly down from HK$235,377,000, a decrease of 0.8% [101]. Shareholder Information - As of September 30, 2022, Mr. Wen Tsz Kit Bondy and Ms. Chan Sau Ling Amy each hold a 55.89% shareholding interest in the Company through Kitling (BVI), which owns 558,858,750 shares [53][56][59]. - The entire issued share capital of Kitling (BVI) is owned 70% by Mr. Wen and 30% by Ms. Chan, making them both deemed interested in the shares held by Kitling (BVI) [56][59]. - The Company has adopted a Share Option Scheme to motivate and retain eligible participants, which includes employees, directors, and other contributors to the Group [63][64]. Corporate Governance - The Company is committed to high corporate governance standards and has complied with the Corporate Governance Code during the six months ended September 30, 2022, except for the separation of roles of chairman and CEO [84]. - The Board currently consists of two executive Directors and three independent non-executive Directors, ensuring a strong element of independence [84]. Future Outlook and Investments - The Group expects steady demand for vessel chartering services due to ongoing marine infrastructure projects in Hong Kong, which are anticipated to contribute to future revenue [9]. - The Group plans to continue investing in its vessel fleet to capture business opportunities arising from these projects [9]. - The planned use of the remaining net proceeds includes setting up a shipyard in Hong Kong, with an expected expenditure of HK$22 million in 2023 [78]. Dividends - The Board does not recommend the payment of interim dividend for the Period [26]. - Dividends paid during the period amounted to HK$20,000,000, up from HK$13,000,000 in the same period last year, marking a 54% increase [112]. - The final dividend declared and paid during the interim period amounted to HK$20,000,000, compared to HK$13,000,000 in the previous year, reflecting a 53.8% increase [154].