股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年9月30日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 正利控股有限公司 | | | 呈交日期: I. 法定/註冊股本變動 | 2025年10月2日 | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 03728 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD ...

公司法（經修訂）股份有限公司 正利控股有限公司 （於二零二五年九月二日舉行的股東大會上採納） （本公司組織章程細則應以英文為準，任何中文譯本不得更改或影響其解釋） 索引 經修訂及重列組織章程細則 | 主題 | 細則編號 | | --- | --- | | 表A | 1 | | 釋義 | 2 | | 股本 | 3 | | 更改股本 | 4–7 | | 股份權利 | 8–9 | | 更改權利 | 10–11 | | 股份 | 12–15 | | 股票 | 16–21 | | 留置權 | 22–24 | | 催繳股款 | 25–33 | | 沒收股份 | 34–42 | | 股東名冊 | 43–44 | | 記錄日期 | 45 | | 股份轉讓 | 46–51 | | 轉送股份 | 52–54 | | 無法聯絡的股東 | 55 | | 股東大會 | 56–58 | | 股東大會通告 | 59–60 | | 股東大會議程 | 61–65 | | 投票 | 66–74 | | 委任代表 | 75–80 | | 由代表行事的公司 | 81 | | 股東書面決議案 | 82 | | 董事會 | 83 | | 董事退任 | ...

Ching Lee Holdings Limited 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依賴該等內容而引致的任何損失承擔任何責任。 正 利 控 股 有 限 公 司 （股份代號：3728） （於開曼群島註冊成立之有限公司） 二零二五年九月二日舉行的股東週年大會投票結果 股東週年大會（「股東週年大會」）投票結果 正利控股有限公司（「本公司」）董事會（「董事會」）欣然宣佈，股東週年大會已於 二零二五年九月二日（星期二）上午十時正假座香港尖沙咀廣東道33號中港城1樓 6A號鋪舉行，且載於日期為二零二五年七月二十四日的股東週年大會通告的所提 呈決議案已於股東週年大會透過投票表決方式獲正式通過為普通決議案。 由於大部分票數均贊成上述各項決議案，所有決議案已獲正式通過為本公司普通 決議案及特別決議案。 於股東週年大會日期，本公司已發行1,013,000,000股每股0.01港元的股份，其為賦 予股東權利出席股東週年大會並可投票贊成或反對會上所提呈決議案的股份總數。 於股東週年大會上投票的本公司股 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年8月31日 | | | | 狀態: 新提交 | | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | 公司名稱: | 正利控股有限公司 | | | | | | 呈交日期: | 2025年9月1日 | | | | | | I. 法定/註冊股本變動 | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 (註1) | 是 | FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 03728 | 說明 | 普通股 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 ...

第 1 頁 共 10 頁 v 1.1.1 FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年7月31日 | | | | 狀態: 新提交 | | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | 公司名稱: | 正利控股有限公司 | | | | | | 呈交日期: | 2025年8月4日 | | | | | | I. 法定/註冊股本變動 | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 (註1) | 是 | | 證券代號 (如上市) | 03728 | 說明 | 普通股 | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | 100,000,0 ...

[Company Information](index=3&type=section&id=Company%20Information) This section details the composition of the Board of Directors and its committees, key personnel, independent auditor, and principal bankers, along with significant personnel changes during the reporting period - The report outlines the composition and chairpersons of the company's Board of Directors and its committees (Audit, Remuneration, Nomination), along with information on the company secretary, authorized representatives, independent auditor (BDO Limited), and principal bankers[3](index=3&type=chunk) - During the reporting period, several changes occurred in the Board and committee members, including Mr. Lui Yiu Wing's resignation as Executive Director, Ms. Ng Wah Ying's appointment as Executive Director, and Mr. Tong Hin Sum's re-designation from Independent Non-executive Director to Non-executive Director[3](index=3&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) The Chairman's Statement highlights the company's strong revenue growth in FY2025, driven by superstructure projects, and outlines strategic future directions including property leasing 2025 Financial Performance Summary | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | Approx. HK$1,281.4 million | Approx. HK$896.7 million | ▲ 42.9% | | **Basic Earnings Per Share** | Approx. HK$0.93 cents | Approx. HK$1.06 cents | ▼ 12.3% | - Revenue growth primarily resulted from an increase of approximately **HK$397.2 million** in superstructure construction works services revenue, partially offset by a decrease of approximately **HK$8.7 million** in repair, maintenance, alteration, and addition (RMAA) works services revenue[8](index=8&type=chunk) - Looking ahead, the Group is confident in the prospects of Hong Kong's economy and construction industry, continuing to focus on its three core businesses: substructure, superstructure, and RMAA engineering, while exploring public sector opportunities. Additionally, the Group has incorporated property leasing as a principal business and acquired a property for rental in November 2024[9](index=9&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's operational performance, financial position, liquidity, capital structure, human resources, and key risks and uncertainties [Business Review and Outlook](index=5&type=section&id=Business%20Review%20and%20Outlook) As a general contractor in Hong Kong, the Group's core businesses include substructure, superstructure, and RMAA engineering services, with total revenue growing 42.9% year-on-year to HK$1.281 billion in FY2025, primarily driven by strong growth in superstructure construction services, while also adding property leasing as a new principal business activity Revenue by Business Segment (Year Ended March 31) | Business Segment | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Growth/Decrease (%) | | :--- | :--- | :--- | :--- | | Substructure Construction Works Services | – | 3,813 | (100.0) | | Superstructure Construction Works Services | 1,278,389 | 881,143 | 45.1 | | RMAA Works Services | 3,033 | 11,733 | (74.1) | | **Total** | **1,281,422** | **896,689** | **42.9** | - Revenue from superstructure construction works services significantly increased by **45.1%** year-on-year, mainly due to an increase in new projects and greater revenue recognition from projects nearing completion during the year[15](index=15&type=chunk) - Revenue from both substructure construction works and RMAA works services experienced significant declines, primarily due to a reduction in the number of related projects during the year[14](index=14&type=chunk)[16](index=16&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) Despite a 42.9% year-on-year revenue increase, profit for the year attributable to owners decreased by 11.9% to HK$9.4 million, primarily due to a decline in gross profit margin from 8.5% to 6.8% and increased administrative expenses and impairment losses - Gross profit increased by **13.7%** year-on-year to **HK$87.0 million**, but the gross profit margin decreased from **8.5%** in the previous year to **6.8%**[18](index=18&type=chunk) - Administrative and other operating expenses increased by **17.8%** year-on-year to **HK$62.9 million**, mainly due to a non-recurring contract asset impairment loss of approximately **HK$5.1 million** and an increase in employee benefit expenses of approximately **HK$4.7 million**[20](index=20&type=chunk) - Net profit decreased by **11.9%** year-on-year to **HK$9.4 million**, primarily because the growth in gross profit was offset by increased employee benefit expenses and impairment losses on interests in associates[24](index=24&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=7&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, the Group maintained a sound financial position with a current ratio of 1.1, and its gearing ratio significantly improved from 130.8% to 97.4%, indicating reduced financial leverage, with no major changes to its capital structure since 2018 Key Financial Ratios | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Current Ratio** | Approx. 1.1 | Approx. 1.1 | | **Gearing Ratio** | Approx. 97.4% | Approx. 130.8% | - As of March 31, 2025, the Group's total assets were approximately **HK$633.1 million**, total liabilities approximately **HK$496.5 million**, and shareholders' equity approximately **HK$136.7 million**[25](index=25&type=chunk) - The Group's issued share capital is **HK$10,130,000**, comprising **1,013,000,000** ordinary shares of **HK$0.01** each[33](index=33&type=chunk) [Employees and Remuneration Policy](index=8&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group's total number of employees significantly increased to 251, with corresponding staff costs rising to HK$94.4 million, and the company offers competitive remuneration packages including salaries, bonuses, and share options Employee Data | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Total Employees** | 251 | 171 | | **Staff Costs** | Approx. HK$94.4 million | Approx. HK$77.9 million | [Key Risks and Uncertainties](index=9&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks stemming from the non-recurring nature of its projects, reliance on suppliers, potential legal disputes, project cost estimation variances, dependence on key management personnel, labor shortages, license renewals, and claims for construction defects - The Group identified eight major risks covering revenue sources, supply chain, legal disputes, cost control, talent, labor, qualification certification, and engineering quality[40](index=40&type=chunk) [Biographies of Directors and Senior Management](index=10&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section provides detailed professional backgrounds, qualifications, and experience for the company's executive, non-executive, and independent non-executive directors, as well as senior management and the company secretary - This chapter details the personal biographies, professional qualifications, industry experience, and appointments in other listed companies or public organizations for the company's executive directors, non-executive directors, independent non-executive directors, senior management, and company secretary[41](index=41&type=chunk)[46](index=46&type=chunk)[48](index=48&type=chunk)[55](index=55&type=chunk)[64](index=64&type=chunk) [Corporate Governance Report](index=18&type=section&id=Corporate%20Governance%20Report) This report details the company's adherence to corporate governance principles, the structure and functions of its Board and committees, risk management framework, and mechanisms for shareholder communication [Corporate Governance Practices](index=18&type=section&id=Corporate%20Governance%20Practices) During the reporting period, the company complied with the principles and code provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Ng Choi Wah (a deviation from Code Provision C.2.1), which the Board believes benefits the Group's stable leadership and efficient decision-making - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Ng Choi Wah, an arrangement the Board believes is in the Group's best interest for stable and consistent leadership[74](index=74&type=chunk) [Board of Directors and Committees](index=18&type=section&id=Board%20of%20Directors%20and%20Committees) The Board of Directors, comprising executive, non-executive, and independent non-executive directors, is responsible for formulating business strategies and overseeing management, supported by Audit, Remuneration, and Nomination Committees, all of which maintained good attendance records during the reporting period - The Board has established Audit, Remuneration, and Nomination Committees to oversee specific areas, each with clear written terms of reference[90](index=90&type=chunk) Meeting Attendance Record During the Year | Committee | Total Meetings | Attendance Rate | | :--- | :--- | :--- | | Board | 5 | 98%* | | Audit Committee | 3 | 100% | | Nomination Committee | 3 | 100% | | Remuneration Committee | 3 | 100% | *Note: Average attendance rate calculated based on original data. [Risk Management and Internal Control](index=24&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for establishing, maintaining, and reviewing the Group's internal control and risk assessment systems, which it deemed adequate and effective during the reporting year, having adopted a three-line risk management approach and implemented whistleblowing and anti-corruption policies to strengthen internal controls - The Group adopts a three-line risk management approach: the first line involves departmental staff identifying risks, the second line consists of independent oversight by management, and the third line involves continuous review by the Audit Committee with assistance from external professional firms[110](index=110&type=chunk) - The Group has adopted whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on bribery and corruption[107](index=107&type=chunk)[108](index=108&type=chunk) [Shareholders' Rights and Communication](index=25&type=section&id=Shareholders'%20Rights%20and%20Communication) The company outlines the procedures and rights for shareholders to convene extraordinary general meetings and has established various communication channels, including annual general meetings, annual reports, and its website, to ensure timely and effective engagement with shareholders and investors - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to request the Board to convene an extraordinary general meeting[117](index=117&type=chunk) [Environmental, Social and Governance Report](index=28&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the Group's commitment to sustainable development, its ESG governance framework, environmental performance metrics, and social initiatives including employee welfare, supply chain management, and community engagement [ESG Governance and Strategy](index=28&type=section&id=ESG%20Governance%20and%20Strategy) The Group is committed to sustainable development, establishing a top-down governance structure overseen by the Board and an ESG Committee, and through materiality assessment, identified key ESG issues such as customer privacy, occupational health and safety, and anti-corruption, around which it will continuously improve - The Group has established an Environmental, Social and Governance (ESG) Committee, chaired by Executive Director Mr. Lam Ka Fai, to assist the Board in ESG governance[147](index=147&type=chunk) - Through materiality assessment, key issues identified include: customer privacy, occupational health and safety, anti-corruption, customer satisfaction, economic performance, compliance operations, and corporate governance[156](index=156&type=chunk) [A. Environment](index=38&type=section&id=A.%20Environment) The Group is committed to environmental protection, implementing an ISO 14001 environmental management system; during the reporting period, total greenhouse gas emissions increased due to business expansion, but total atmospheric pollutant emissions and energy consumption intensity both decreased, with the Group setting targets to maintain or reduce emissions and resource use intensity Key Environmental Performance Indicators | Indicator | FY2024/25 | FY2023/24 | Change | | :--- | :--- | :--- | :--- | | **Total GHG Emissions (tonnes)** | 799 | 573.0 | ▲ 39% | | **GHG Emissions Intensity (tonnes/HK$ million revenue)** | 0.6 | 0.6 | - | | **Total Air Pollutant Emissions (kg)** | 15,836.6 | 22,146.3 | ▼ 28% | | **Total Non-hazardous Waste (tonnes)** | 14,570.6 | 10,540.7 | ▲ 38% | | **Total Water Consumption (cubic meters)** | 15,356.0 | 9,208.0 | ▲ 67% | | **Total Electricity Consumption (MWh)** | 1,186.4 | 718.0 | ▲ 65% | - The Group has identified physical risks (e.g., extreme weather) and transition risks (e.g., policy and regulatory updates) arising from climate change and has developed corresponding risk response measures[186](index=186&type=chunk)[187](index=187&type=chunk) [B. Social](index=48&type=section&id=B.%20Social) The Group considers employees a key asset, with staff increasing to 251, and places high importance on occupational health and safety, noting an increase in work injury cases but no fatalities; in supply chain management, it collaborates with 726 approved suppliers and promotes their social responsibility, while actively fulfilling its own social responsibilities with annual donations of HK$1.6 million - As of March 31, 2025, the Group had **251** employees, with **74%** male and **26%** female[190](index=190&type=chunk)[191](index=191&type=chunk) - During the reporting period, there were **14** work injury cases, resulting in **728** lost workdays, with no fatal cases; the Group aims to reduce the accident frequency to below **0.45** cases per 100,000 man-hours[197](index=197&type=chunk)[198](index=198&type=chunk) - The Group collaborates with **726** approved suppliers and subcontractors, with the majority (**705**) based in Hong Kong[205](index=205&type=chunk) - During the reporting year, the Group donated a total of **HK$1.6 million** to various organizations, and **43** employees participated in community services, totaling **215** hours[220](index=220&type=chunk) [Directors' Report](index=58&type=section&id=Directors'%20Report) This report covers the Group's financial results, dividend policy, principal activities, directors' and chief executive's interests in shares, share option scheme, and concentration of major customers and suppliers [Results, Dividends and Principal Activities](index=58&type=section&id=Results%2C%20Dividends%20and%20Principal%20Activities) This report outlines the Group's principal activities as a general contractor providing construction engineering services in Hong Kong, with the Board not recommending any final dividend for the year ended March 31, 2025, and charitable donations totaling approximately HK$1.8 million during the year - The Board does not recommend the payment of any final dividend for the year ended March 31, 2025[232](index=232&type=chunk) - During the year, the Group made charitable and other donations of approximately **HK$1.8 million**[228](index=228&type=chunk) [Directors' Interests and Share Option Scheme](index=60&type=section&id=Directors'%20Interests%20and%20Share%20Option%20Scheme) The report discloses the interests of directors and chief executives in the company's shares, with Chairman Mr. Ng Choi Wah holding approximately 72.73% equity, and regarding the share option scheme, 9,000,000 options were forfeited during the year, leaving 23,500,000 unexercised options at year-end Major Directors' Long Positions in the Company's Shares (as at March 31, 2025) | Director Name | Capacity | Total Amount | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Ng Choi Wah | Executive Director | 736,800,000 | 72.73% | - As of March 31, 2025, the company had **23,500,000** unexercised share options under the share option scheme, with an exercise price of **HK$0.40** per share; during the year, **9,000,000** share options were forfeited, and no options were granted or exercised[265](index=265&type=chunk)[275](index=275&type=chunk) [Major Customers and Suppliers](index=64&type=section&id=Major%20Customers%20and%20Suppliers) The Group exhibits high customer and supplier concentration, with the largest customer accounting for 24.8% of total revenue and the top five customers collectively representing 68.4%, while the largest supplier accounts for 20.1% of total purchases and the top five suppliers collectively represent 56.2% Customer and Supplier Concentration | Category | Percentage | | :--- | :--- | | **Largest Customer** | 24.8% | | **Five Largest Customers Combined** | 68.4% | | **Largest Supplier** | 20.1% | | **Five Largest Suppliers Combined** | 56.2% | [Independent Auditor's Report](index=68&type=section&id=Independent%20Auditor's%20Report) The Independent Auditor's Report confirms the fair presentation of the consolidated financial statements and highlights key audit matters such as revenue recognition for construction contracts and impairment assessment of receivables - The auditor, BDO Limited, believes that the consolidated financial statements fairly and truly reflect the Group's consolidated financial position as of March 31, 2025, and its financial performance for the year then ended, and have been properly prepared[282](index=282&type=chunk) - Key audit matters include: - **Revenue recognition for construction contracts**: due to its materiality to the financial statements and significant management estimates involved[286](index=286&type=chunk) - **Impairment assessment of trade and other receivables and contract assets**: due to its significance and the substantial judgment and estimation uncertainty involved in the assessment process[290](index=290&type=chunk) [Consolidated Financial Statements](index=74&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance, financial position, and cash flows for the reporting period, accompanied by detailed explanatory notes on accounting policies and specific line items [Consolidated Statement of Comprehensive Income](index=74&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was HK$1.281 billion, a 42.9% year-on-year increase; however, profit for the year decreased from HK$10.7 million to HK$9.4 million due to increased cost of revenue and administrative expenses Consolidated Statement of Comprehensive Income Summary | Indicator (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 1,281,422 | 896,689 | | **Gross Profit** | 87,049 | 76,582 | | **Profit Before Income Tax** | 12,027 | 13,501 | | **Profit for the Year** | 9,423 | 10,692 | [Consolidated Statement of Financial Position](index=75&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets increased to HK$633 million, and net assets (total equity) rose to HK$137 million, with net current assets remaining stable and investment properties increasing by HK$7.69 million within non-current assets Consolidated Statement of Financial Position Summary | Indicator (HK$ thousand) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Total Non-current Assets** | 78,659 | 72,208 | | **Total Current Assets** | 554,486 | 508,654 | | **Total Current Liabilities** | 494,971 | 452,406 | | **Net Assets** | 136,681 | 127,008 | [Consolidated Statement of Cash Flows](index=78&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, cash from operating activities turned from a net outflow to a net inflow of HK$40.4 million, investing activities generated a net inflow of HK$13.5 million primarily from the release of pledged bank deposits, and financing activities resulted in a net outflow of HK$46.8 million mainly for bank loan repayments, increasing cash and cash equivalents to HK$50.1 million at year-end Consolidated Statement of Cash Flows Summary | Indicator (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash From/(Used In) Operating Activities** | 40,393 | (28,572) | | **Net Cash From Investing Activities** | 13,516 | 717 | | **Net Cash (Used In)/From Financing Activities** | (46,804) | 13,861 | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | 7,105 | (13,994) | | **Cash and Cash Equivalents at End of Year** | 50,111 | 43,006 | [Notes to the Consolidated Financial Statements](index=80&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes to the financial statements, including key accounting policies adopted, significant accounting judgments and estimates, breakdowns of various items such as revenue, property, financial instruments, and borrowings, as well as related party transactions and risk management policies - The notes provide detailed explanations of key accounting policies, including revenue recognition, impairment of financial instruments, and lease accounting[318](index=318&type=chunk)[322](index=322&type=chunk)[336](index=336&type=chunk)[346](index=346&type=chunk) - The notes disclose detailed information on segment reporting, directors' remuneration, related party transactions, guarantees, and litigation[368](index=368&type=chunk)[379](index=379&type=chunk)[425](index=425&type=chunk)[428](index=428&type=chunk)[430](index=430&type=chunk) [Financial Summary](index=133&type=section&id=Financial%20Summary) This section provides a five-year overview of the Group's key financial performance indicators, including revenue, profit before income tax, and net assets, for comparative analysis Five-Year Financial Summary | Indicator (HK$ thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 1,281,422 | 896,689 | 708,782 | 536,502 | 908,809 | | **Profit/(Loss) Before Income Tax** | 12,027 | 13,501 | 14,191 | (20,823) | 12,806 | | **Net Assets** | 136,681 | 127,008 | 116,295 | 104,736 | 125,936 |

Annual Results Announcement [Consolidated Statement of Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the company's revenue significantly increased by 42.9% to HK$1,281.4 million, but gross profit margin declined, with profit for the year decreasing by 11.9% to HK$9.4 million and basic and diluted earnings per share at 0.93 HK cents. Consolidated Statement of Comprehensive Income Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,281,422 | 896,689 | 42.9% | | Cost of revenue | (1,194,373) | (820,107) | 45.6% | | Gross profit | 87,049 | 76,582 | 13.7% | | Other income and gains or losses | 2,210 | 1,629 | 35.7% | | Administrative and other operating expenses | (62,945) | (53,384) | 17.9% | | Net expected credit losses on financial assets | (788) | (200) | 294.0% | | Impairment loss on interests in an associate | (1,498) | – | N/A | | Finance costs | (12,033) | (11,648) | 3.3% | | Share of results of an associate | 32 | 522 | (93.9%) | | Profit before income tax | 12,027 | 13,501 | (10.9%) | | Income tax | (2,604) | (2,809) | (7.3%) | | Profit for the year | 9,423 | 10,692 | (11.9%) | | Total comprehensive income for the year | 9,673 | 10,713 | (9.7%) | | Basic and diluted earnings per share (HK cents) | 0.93 | 1.06 | (12.4%) | [Consolidated Statement of Financial Position](index=2&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets increased to HK$633.1 million, with current assets at HK$554.5 million; current liabilities rose to HK$495.0 million, but net current assets still grew, and total equity increased to HK$136.7 million. Consolidated Statement of Financial Position Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Total non-current assets | 78,659 | 72,208 | 8.9% | | Total current assets | 554,486 | 508,654 | 9.0% | | **Liabilities** | | | | | Total current liabilities | 494,971 | 452,406 | 9.4% | | Total non-current liabilities | 1,493 | 1,448 | 3.1% | | **Equity** | | | | | Total equity | 136,681 | 127,008 | 7.6% | | Net current assets | 59,515 | 56,248 | 5.8% | [Notes to the Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. General Information](index=4&type=section&id=1.%20General%20Information) Zhenli Holdings Limited, incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange, primarily provides construction, consultancy engineering, and project management services in Hong Kong, and holds properties for rental purposes, with JT Glory Limited as its ultimate parent company. - The company's principal activities are construction and consultancy engineering, project management services in Hong Kong, and property leasing - The company was incorporated in the Cayman Islands on November 16, 2015, and its shares are listed on the Main Board of the Stock Exchange [2. Changes in Accounting Policies](index=4&type=section&id=2.%20Changes%20in%20Accounting%20Policies) The Group has adopted several revised Hong Kong Financial Reporting Standards effective for the current accounting period, which have not had a significant impact on current or prior period results or financial position, while new and revised standards issued but not yet effective, particularly HKFRS 18, are expected to significantly affect financial statement presentation and disclosure. [2.(a) Adoption of Revised Hong Kong Financial Reporting Standards](index=4&type=section&id=2.(a)%20Adoption%20of%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group has adopted several revised HKFRSs issued by the HKICPA, including amendments related to liability classification, lease liabilities in sale and leaseback transactions, and supplier finance arrangements, none of which had a significant impact on the Group's results or financial position for the current or prior periods. - Adopted revised standards include HKAS 1 (Amendments) regarding classification of liabilities, HKFRS 16 (Amendments) regarding lease liabilities in a sale and leaseback, and others - These revised standards have not had a significant impact on the Group's results or financial position for the current or prior periods [2.(b) New and Revised Hong Kong Financial Reporting Standards Issued But Not Yet Effective](index=5&type=section&id=2.(b)%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards%20Issued%20But%20Not%20Yet%20Effective) The report lists several new and revised HKFRSs issued but not yet effective, with HKFRS 18 "Presentation and Disclosure in Financial Statements" expected to significantly impact the presentation and disclosure of certain items in the consolidated financial statements, though not affecting recognition and measurement. - HKFRS 18 "Presentation and Disclosure in Financial Statements" is expected to significantly impact the presentation and disclosure of certain items in the consolidated financial statements, including classification and subtotals in the statement of profit or loss, aggregation/disaggregation of information, labeling, and disclosure of management-defined performance measures [8](index=8&type=chunk) - Other new and revised standards issued but not yet effective are not expected to have a significant impact on the consolidated financial statements after initial assessment [9](index=9&type=chunk) [3. Segment Reporting](index=6&type=section&id=3.%20Segment%20Reporting) The Group's primary business segment is providing construction, consultancy engineering, and project management services in Hong Kong; management reviews operating results from a project perspective and does not provide detailed business segment information, but discloses revenue from major customers. [Information about Major Customers](index=6&type=section&id=Information%20about%20Major%20Customers) For the year ended March 31, 2025, the Group had three major customers whose revenue accounted for 10% or more of total revenue: Customer I (HK$317,283 thousand), Customer II (HK$213,633 thousand), and Customer III (HK$134,306 thousand), which differ from the major customers in 2024. Major Customer Revenue Contribution | Major Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer I | 317,283 | N/A | | Customer II | 213,633 | N/A | | Customer III | 134,306 | N/A | | Customer IV | N/A | 124,155 | | Customer V | N/A | 121,230 | | Customer VI | N/A | 91,215 | - In 2025, three customers contributed over 10% of total revenue, and these major customers differed from those in 2024 [12](index=12&type=chunk) [4. Revenue](index=6&type=section&id=4.%20Revenue) The Group's total revenue for the year ended March 31, 2025, was HK$1,281.4 million, a 42.9% increase year-on-year, primarily driven by a significant 45.1% growth in superstructure building works services revenue, while substructure building works and RMAA works services revenue decreased. Revenue from Contracts with Customers by Major Service | Major Service | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Substructure building works services | – | 3,813 | (100.0%) | | Superstructure building works services | 1,278,389 | 881,143 | 45.1% | | Repair, maintenance, alteration and addition services (RMAA) | 3,033 | 11,733 | (74.1%) | | **Total Revenue** | **1,281,422** | **896,689** | **42.9%** | [5. Other Income and Gains or Losses](index=7&type=section&id=5.%20Other%20Income%20and%20Gains%20or%20Losses) For the year ended March 31, 2025, total other income and gains or losses amounted to HK$2.21 million, a 35.7% increase year-on-year, mainly from higher bank interest income and industry association grants, partially offset by an expanded fair value loss on financial assets at fair value through profit or loss and reduced dividend income. Other Income and Gains or Losses Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 1,211 | 527 | 129.8% | | Grants from industry associations for construction works | 1,333 | 1,247 | 6.9% | | Sales of scrap materials | 339 | 895 | (62.1%) | | Gain on early termination of lease | 15 | – | N/A | | Dividend income from financial assets at FVTPL | – | 805 | (100.0%) | | Government grants – Employment Support Scheme | – | 123 | (100.0%) | | Fair value change of financial assets at FVTPL | (1,214) | (2,545) | (52.3%) | | Others | 526 | 577 | (8.8%) | | **Total** | **2,210** | **1,629** | **35.7%** | [6. Profit Before Income Tax](index=8&type=section&id=6.%20Profit%20Before%20Income%20Tax) For the year ended March 31, 2025, profit before income tax was HK$12.03 million, a 10.9% decrease year-on-year, primarily due to increased employee benefit expenses, higher depreciation, and a non-recurring write-off of contract assets of approximately HK$5.1 million. Profit Before Income Tax Components | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Auditor's remuneration | 1,280 | 1,280 | 0.0% | | Depreciation | 4,371 | 3,748 | 16.6% | | Employee benefit expenses | 94,383 | 77,868 | 21.2% | | Short-term lease expenses | 36,267 | 29,156 | 24.4% | | Write-off of contract assets | 5,130 | – | N/A | [7. Finance Costs](index=8&type=section&id=7.%20Finance%20Costs) For the year ended March 31, 2025, finance costs were HK$12.03 million, a 3.3% increase year-on-year, mainly due to higher interest on bank borrowings reflecting an increase in average bank borrowings. Finance Costs Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 11,794 | 11,343 | 4.0% | | Interest on lease liabilities | 239 | 305 | (21.7%) | | **Total** | **12,033** | **11,648** | **3.3%** | [8. Income Tax](index=9&type=section&id=8.%20Income%20Tax) For the year ended March 31, 2025, income tax expense was HK$2.60 million, a 7.3% decrease year-on-year, with Hong Kong profits tax rate remaining at 16.5%, though a two-tiered tax rate applies to certain qualifying entities. Income Tax Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current tax – Hong Kong profits tax | 2,603 | 2,673 | (2.6%) | | Current tax – Over-provision in prior years | (51) | (86) | (40.7%) | | Deferred tax | 52 | 222 | (76.6%) | | **Total** | **2,604** | **2,809** | **(7.3%)** | - The Hong Kong profits tax rate is **16.5%**, with a two-tiered tax rate of **8.25%** for assessable profits up to HK$2 million applicable to certain qualifying entities [16](index=16&type=chunk)[17](index=17&type=chunk) [9. Dividends](index=9&type=section&id=9.%20Dividends) The Board did not declare any interim dividends during the year and does not recommend the payment of any final dividends for the years ended March 31, 2025, and 2024. - The Board did not declare any interim dividends during the year [18](index=18&type=chunk) - The Board does not recommend the payment of any final dividends for the years ended March 31, 2025, and 2024 [18](index=18&type=chunk) [10. Earnings Per Share](index=9&type=section&id=10.%20Earnings%20Per%20Share) For the year ended March 31, 2025, basic and diluted earnings per share were 0.93 HK cents, a 12.3% decrease from 1.06 HK cents in the prior year, calculated based on a weighted average of 1,013,000,000 ordinary shares, with no dilutive effect from share options as their exercise price was higher than the average market price. Earnings Per Share Calculation Basis | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the purpose of calculating basic and diluted EPS (HK$ thousand) | 9,423 | 10,692 | (11.9%) | | Weighted average number of ordinary shares | 1,013,000,000 | 1,013,000,000 | 0.0% | | Basic and diluted earnings per share (HK cents) | 0.93 | 1.06 | (12.3%) | - No dilutive effect from share options was assumed in the calculation of diluted earnings per share as their exercise price was higher than the average market price of the shares [20](index=20&type=chunk) [11. Trade and Other Receivables](index=10&type=section&id=11.%20Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade and other receivables significantly increased by 54.8% to HK$121.1 million, with trade receivables growing by 76.6% to HK$79.4 million and prepayments by 18.5% to HK$33.2 million, alongside an increase in expected credit losses. Trade and Other Receivables Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of expected credit losses) | 79,387 | 44,947 | 76.6% | | Other deposits, performance bond deposits, dividend receivables and other receivables (net of expected credit losses) | 11,082 | 5,498 | 101.6% | | Prepayments | 33,159 | 27,983 | 18.5% | | Total deposits under non-current assets | (2,530) | (223) | 1034.5% | | **Total** | **121,098** | **78,205** | **54.8%** | Ageing Analysis of Trade Receivables | Ageing Analysis of Trade Receivables | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 64,053 | 44,947 | | 31 to 60 days | 6,200 | – | | 61 to 90 days | 4,462 | – | | 91 to 180 days | – | – | | 181 to 365 days | 4,672 | – | | **Total** | **79,387** | **44,947** | [12. Trade and Other Payables](index=12&type=section&id=12.%20Trade%20and%20Other%20Payables) As of March 31, 2025, total trade and other payables increased by 29.0% to HK$354.4 million, with trade payables growing by 29.8% to HK$257.2 million and retention money by 29.5% to HK$77.1 million, while the credit period for suppliers and subcontractors is generally 30 to 60 days. Trade and Other Payables Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 257,181 | 198,064 | 29.8% | | Retention money | 77,094 | 59,528 | 29.5% | | Other payables, accruals and deposits received | 20,119 | 17,021 | 18.2% | | Provision for long service payments (current portion) | – | 18 | N/A | | **Total** | **354,394** | **274,631** | **29.0%** | Ageing Analysis of Trade Payables | Ageing Analysis of Trade Payables | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 182,670 | 112,281 | | 31 to 60 days | 21,105 | 46,397 | | 61 to 90 days | 27,512 | 16,411 | | 91 to 180 days | 18,494 | 15,305 | | 181 to 365 days | 2,346 | 496 | | Over 365 days | 5,054 | 7,174 | | **Total** | **257,181** | **198,064** | [13. Share Capital](index=12&type=section&id=13.%20Share%20Capital) As of March 31, 2025, the company's authorized share capital was HK$100,000 thousand, and its issued and fully paid share capital was HK$10,130 thousand, comprising 1,013,000,000 ordinary shares of HK$0.01 each, remaining unchanged from the prior year. Share Capital Structure | Ordinary shares of HK$0.01 each | Number | HK$ thousand | | :--- | :--- | :--- | | Authorized | | | | At April 1, 2023, March 31, 2024, April 1, 2024 and March 31, 2025 | 10,000,000,000 | 100,000 | | Issued and fully paid | | | | At April 1, 2023, March 31, 2024, April 1, 2024 and March 31, 2025 | 1,013,000,000 | 10,130 | [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=13&type=section&id=Business%20Review%20and%20Prospects) The Group, a main contractor in Hong Kong, primarily provides substructure, superstructure building works, and RMAA services; for FY2025, total revenue grew 42.9% to HK$1,281.4 million, driven by new superstructure projects, and the Group also acquired property for rental income. - The Group primarily engages in substructure, superstructure building works, and repair, maintenance, alteration and addition (RMAA) works services [25](index=25&type=chunk) - The Group acquired a property for rental purposes in November 2024, with expected monthly rental income of **HK$25,000** to be recognized in FY2026 [25](index=25&type=chunk) Revenue by Service Type | Service Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Substructure building works services | – | 3,813 | (100.0%) | | Superstructure building works services | 1,278,389 | 881,143 | 45.1% | | RMAA works services | 3,033 | 11,733 | (74.1%) | | **Total Revenue** | **1,281,422** | **896,689** | **42.9%** | [(i) Substructure Building Works Services](index=13&type=section&id=(i)%20Substructure%20Building%20Works%20Services) For the year ended March 31, 2025, revenue from this segment was approximately zero, a decrease of HK$3.8 million from the prior year, primarily due to no projects undertaken during the year. - Substructure building works services revenue for FY2025 was zero, a year-on-year decrease of **HK$3.8 million**, mainly due to no new projects [27](index=27&type=chunk) [(ii) Superstructure Building Works Services](index=13&type=section&id=(ii)%20Superstructure%20Building%20Works%20Services) For the year ended March 31, 2025, revenue from this segment was approximately HK$1,278.4 million, an increase of HK$397.2 million or 45.1% from the prior year, driven by an increased number of new projects and higher revenue recognition from projects nearing completion. - Superstructure building works services revenue for FY2025 increased to **HK$1,278.4 million**, a year-on-year growth of **45.1%**, primarily due to an increased number of new projects and higher revenue recognition from projects nearing completion [28](index=28&type=chunk) [(iii) RMAA Works Services](index=14&type=section&id=(iii)%20RMAA%20Works%20Services) For the year ended March 31, 2025, revenue from this segment was approximately HK$3.0 million, a decrease of HK$8.7 million or 74.1% from the prior year, mainly due to a reduction in the number of projects undertaken. - RMAA works services revenue for FY2025 decreased to **HK$3.0 million**, a year-on-year reduction of **74.1%**, primarily due to a decrease in the number of projects undertaken [29](index=29&type=chunk) [Financial Review](index=14&type=section&id=Financial%20Review) This section provides a detailed analysis of the Group's key financial metrics for the year ended March 31, 2025, including changes in revenue, gross profit, other income, operating expenses, finance costs, income tax, and net profit, along with their primary drivers. [Revenue](index=14&type=section&id=Revenue) The Group's revenue for the year ended March 31, 2025, was HK$1,281.4 million, a 42.9% year-on-year increase, primarily driven by a HK$397.2 million increase in superstructure building works services revenue, partially offset by an HK$8.7 million decrease in RMAA works services revenue. - FY2025 revenue reached **HK$1,281.4 million**, a year-on-year increase of **42.9%** [30](index=30&type=chunk) - Revenue growth was primarily driven by a **HK$397.2 million** contribution from superstructure building works services, partially offset by an **HK$8.7 million** decrease in RMAA works services [30](index=30&type=chunk) [Gross Profit and Gross Margin](index=14&type=section&id=Gross%20Profit%20and%20Gross%20Margin) The Group's gross profit increased from HK$76.6 million in FY2024 to HK$87.0 million in FY2025, a 13.7% increase; however, the gross margin decreased from 8.5% to 6.8%, mainly due to an increased number of new projects. Gross Profit and Gross Margin Changes | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 87,049 | 76,582 | 13.7% | | Gross margin | 6.8% | 8.5% | (1.7 percentage points) | - The decrease in gross margin was primarily due to an increased number of projects commenced during the year ended March 31, 2025 [31](index=31&type=chunk) [Other Income and Gains or Losses](index=14&type=section&id=Other%20Income%20and%20Gains%20or%20Losses) Other income and gains or losses increased by 35.7% from HK$1.6 million in FY2024 to HK$2.2 million in FY2025, mainly due to increased fair value changes of financial assets at fair value through profit or loss and bank interest income, partially offset by reduced dividend income. - Other income and gains or losses increased by **35.7%** to **HK$2.2 million** [32](index=32&type=chunk) - The increase was primarily driven by higher fair value changes of financial assets at fair value through profit or loss and bank interest income, partially offset by reduced dividend income [32](index=32&type=chunk) [Administrative and Other Operating Expenses](index=14&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) Administrative and other operating expenses increased by 17.8% from HK$53.4 million in FY2024 to HK$62.9 million in FY2025, primarily due to a non-recurring write-off of contract assets of approximately HK$5.1 million and an increase in employee benefit expenses of approximately HK$4.7 million due to a higher headcount. - Administrative and other operating expenses increased by **17.8%** to **HK$62.9 million** [33](index=33&type=chunk) - The increase was primarily due to a non-recurring write-off of contract assets of approximately **HK$5.1 million** and an increase in employee benefit expenses of approximately **HK$4.7 million** [33](index=33&type=chunk) [Finance Costs](index=15&type=section&id=Finance%20Costs) Finance costs increased by 3.3% from HK$11.6 million in FY2024 to HK$12.0 million in FY2025, mainly due to an increase in average bank borrowings. - Finance costs increased by **3.3%** to **HK$12.0 million**, primarily due to an increase in average bank borrowings [34](index=34&type=chunk) [Income Tax](index=15&type=section&id=Income%20Tax) Income tax decreased by 7.3% from HK$2.8 million in FY2024 to HK$2.6 million in FY2025. - Income tax expense decreased by **7.3%** to **HK$2.6 million** [35](index=35&type=chunk) [Profit for the Year Attributable to Owners of the Company](index=15&type=section&id=Profit%20for%20the%20Year%20Attributable%20to%20Owners%20of%20the%20Company) Profit for the year attributable to owners of the company decreased by 11.9% from HK$10.7 million in FY2024 to HK$9.4 million in FY2025, primarily because the increase in gross profit was offset by higher employee benefit expenses and an impairment loss on interests in an associate. - Profit for the year attributable to owners of the company decreased by **11.9%** to **HK$9.4 million** [36](index=36&type=chunk) - The decrease in net profit was primarily due to the increase in gross profit being offset by higher employee benefit expenses and an impairment loss on interests in an associate [36](index=36&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's total assets were approximately HK$633.1 million, and its current ratio remained stable at approximately 1.1. - As of March 31, 2025, the Group's total assets were approximately **HK$633.1 million** [37](index=37&type=chunk) - The Group's current ratio remained stable at approximately **1.1** as of March 31, 2025, and March 31, 2024 [37](index=37&type=chunk) [Gearing Ratio](index=15&type=section&id=Gearing%20Ratio) As of March 31, 2025, the Group's gearing ratio was approximately 97.4%, a significant decrease from 130.8% as of March 31, 2024, indicating an improvement in financial leverage. Gearing Ratio | Indicator | March 31, 2025 | March 31, 2024 | Change (percentage points) | | :--- | :--- | :--- | :--- | | Gearing ratio | 97.4% | 130.8% | (33.4) | [Contingent Liabilities](index=15&type=section&id=Contingent%20Liabilities) As of March 31, 2025, the Group had no significant contingent liabilities. - As of March 31, 2025, the Group had no significant contingent liabilities [39](index=39&type=chunk) [Commitments](index=15&type=section&id=Commitments) As of March 31, 2025, the Group had no significant capital commitments. - As of March 31, 2025, the Group had no significant capital commitments [40](index=40&type=chunk) [Pledge of Group's Assets](index=15&type=section&id=Pledge%20of%20Group's%20Assets) Assets with a carrying value of approximately HK$84.7 million have been pledged as security for the Group's bank facilities. - Assets with a carrying value of approximately **HK$84.7 million** have been pledged as security for the Group's bank facilities [41](index=41&type=chunk) [Segment Information](index=16&type=section&id=Segment%20Information) The Group's presented segment information, primarily related to construction, consultancy engineering, and project management services in Hong Kong, has been disclosed in Note 3 to these annual results. - The Group's presented segment information has been disclosed in Note 3 to these annual results [42](index=42&type=chunk) [Foreign Exchange Risk](index=16&type=section&id=Foreign%20Exchange%20Risk) For the year ended March 31, 2025, the Group was not exposed to foreign exchange risk as its bank borrowings are denominated in Hong Kong dollars. - For the year ended March 31, 2025, the Group was not exposed to foreign exchange risk [43](index=43&type=chunk) [Treasury Policy](index=16&type=section&id=Treasury%20Policy) The Group adopts a prudent financial management approach to maintain a healthy liquidity position, with current bank borrowings primarily based on floating interest rates and denominated in Hong Kong dollars, thus posing no significant foreign exchange rate fluctuation risk. - The Group adopts a prudent financial management approach to maintain a healthy liquidity position [44](index=44&type=chunk) - Bank borrowings are denominated in Hong Kong dollars and primarily based on floating interest rates, posing no significant foreign exchange rate fluctuation risk [44](index=44&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) The company's shares were transferred from GEM to the Main Board of the Stock Exchange on September 18, 2017; as of March 31, 2025, the issued share capital was HK$10,130,000, comprising 1,013,000,000 ordinary shares, with no other changes since the allotment of consideration shares on May 10, 2018. - The company's shares were transferred from GEM to the Main Board of the Stock Exchange on **September 18, 2017** [45](index=45&type=chunk) - As of March 31, 2025, the issued share capital was **HK$10,130,000**, comprising **1,013,000,000** ordinary shares, with no other changes since May 10, 2018 [45](index=45&type=chunk) [Future Plans for Material Investments and Capital Assets](index=16&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) For the year ended March 31, 2025, the Group had no plans involving material investments or capital assets. - For the year ended March 31, 2025, the Group had no plans involving material investments or capital assets [46](index=46&type=chunk) [Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies](index=16&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies) For the year ended March 31, 2025, the company had no material investments, acquisitions, or disposals of subsidiaries and affiliated companies. - For the year ended March 31, 2025, the company had no material investments, acquisitions, or disposals of subsidiaries and affiliated companies [47](index=47&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group employed 251 staff, an increase of 80 from the prior year, with staff costs of approximately HK$94.4 million, up 21.2% year-on-year; remuneration packages include salaries, bonuses, and various benefits, subject to annual review for competitiveness. Employee Headcount and Costs | Indicator | March 31, 2025 | March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of employees | 251 | 171 | 80 (46.8%) | | Staff costs (HK$ thousand) | 94,400 | 77,900 | 16,500 (21.2%) | - Employee remuneration packages include salaries, bonuses, examination leave, retirement benefits, work injury insurance, medical insurance, and are subject to annual review for salary adjustments and promotions [49](index=49&type=chunk) [Material Investments Held](index=17&type=section&id=Material%20Investments%20Held) For the year ended March 31, 2025, the Group held no material investments other than investments in subsidiaries and an associate. - For the year ended March 31, 2025, the Group held no material investments other than investments in subsidiaries and an associate [50](index=50&type=chunk) [Events After the Reporting Period](index=17&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events occurred after the reporting period. - No significant events occurred after the reporting period [51](index=51&type=chunk) [Key Risks and Uncertainties](index=17&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces various operational and financial risks, including reliance on non-recurring project revenue, supplier shortages or quality issues, potential construction/labor disputes, deviations in project cost estimates, dependence on Board members and senior management, labor shortages and increased costs, risks of non-renewal of registrations and certifications, and claims arising from construction defects. - Revenue is primarily derived from non-recurring projects, and a significant reduction in project volume would impact operations and financial performance [52](index=52&type=chunk) - Reliance on suppliers for construction materials means any shortages, delays, or quality deterioration could have an adverse impact [52](index=52&type=chunk) - Potential involvement in construction and/or labor disputes and legal proceedings could lead to significant legal liabilities [52](index=52&type=chunk) - Project tender prices are based on estimated time and costs, which may deviate from actuals, leading to adverse impacts [52](index=52&type=chunk) - Dependence on Board members and senior management means their departure could adversely affect operations and financial performance [52](index=52&type=chunk) - Construction is labor-intensive, and labor shortages, industrial actions, or significant increases in labor costs would have an adverse impact [57](index=57&type=chunk) - Expiry, withdrawal, revocation, downgrade, and/or non-renewal of registrations and certifications would adversely affect operations and financial performance [57](index=57&type=chunk) - Construction defects could lead to claims, resulting in additional costs or retention money deductions [57](index=57&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=18&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities. - For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities [53](index=53&type=chunk) [Dividends](index=18&type=section&id=Dividends) The Board did not declare any interim dividends during the year and does not recommend the declaration of any final dividends for the year ended March 31, 2025. - The Board did not declare any interim dividends during the year [54](index=54&type=chunk) - The Board does not recommend the declaration of any final dividends for the year ended March 31, 2025 [54](index=54&type=chunk) [Standard Code for Securities Transactions](index=18&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, and all directors have confirmed compliance with its required standards. - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules [55](index=55&type=chunk) - All directors have confirmed compliance with the required standards set out in the Model Code [55](index=55&type=chunk) [Audit Committee](index=18&type=section&id=Audit%20Committee) The company has established an Audit Committee in accordance with the Corporate Governance Code in Appendix C1 of the Listing Rules, which has reviewed the Group's consolidated financial statements for the year ended March 31, 2025, and found them to comply with applicable accounting standards and Listing Rules, with adequate disclosure. - The company has established an Audit Committee in accordance with the Corporate Governance Code in Appendix C1 of the Listing Rules [56](index=56&type=chunk) - The Audit Committee has reviewed the consolidated financial statements and found them to comply with applicable accounting standards and Listing Rules, with adequate disclosure [56](index=56&type=chunk) [Corporate Governance Practices](index=19&type=section&id=Corporate%20Governance%20Practices) Mr. Ng Choi Wah serves as both Chairman and Chief Executive Officer, which deviates from Code Provision C.2.1 of the Corporate Governance Code; however, the Board believes this arrangement benefits efficient decision-making and business development given Mr. Ng's experience and the Group's stage of development, with some responsibilities delegated to other executive directors, and otherwise, the company has complied with the principles and code provisions of the Corporate Governance Code. - The roles of Chairman and Chief Executive Officer, held by Mr. Ng Choi Wah, are not segregated, which does not comply with Code Provision C.2.1 of the Corporate Governance Code [58](index=58&type=chunk) - The Board believes this arrangement benefits the Group's business development and efficient decision-making, and Mr. Ng has delegated some responsibilities to other executive directors [58](index=58&type=chunk) - Except for the aforementioned deviation, the company has complied with the principles and code provisions of the Corporate Governance Code [58](index=58&type=chunk) [Scope of Work of BDO Limited](index=19&type=section&id=Scope%20of%20Work%20of%20BDO%20Limited) The figures in the Group's consolidated financial statements for the year ended March 31, 2025, have been agreed with the auditor, BDO Limited, but their work does not constitute an assurance engagement, thus no assurance has been provided on the preliminary announcement. - The auditor has agreed the consolidated financial statement figures, but their work does not constitute an assurance engagement [59](index=59&type=chunk) [Publication of Annual Results and Despatch of Annual Report](index=20&type=section&id=Publication%20of%20Annual%20Results%20and%20Despatch%20of%20Annual%20Report) This annual results announcement has been published on the Stock Exchange website and the company's website, and the annual report containing all information required by the Listing Rules will be despatched to shareholders and published on the aforementioned websites in due course. - The annual results announcement has been published on the Stock Exchange website and the company's website [60](index=60&type=chunk) - The annual report, containing all information required by the Listing Rules, will be despatched to shareholders and published on the aforementioned websites in due course [60](index=60&type=chunk)

Group 1 - The Hang Seng Index closed at 23,157.97 points, down 0.57% on June 2 [1] - Zhengli Holdings (03728.HK) closed at HKD 0.036 per share, up 16.13%, with a trading volume of 380,000 shares and a turnover of HKD 13,500 [1] - Over the past month, Zhengli Holdings has seen a cumulative increase of 3.33%, but a year-to-date decline of 24.39%, underperforming the Hang Seng Index by 16.1% [1] Group 2 - For the fiscal year ending September 30, 2024, Zhengli Holdings reported total revenue of HKD 517 million, a year-on-year increase of 28.8% [1] - The net profit attributable to shareholders was HKD 3.3952 million, reflecting a year-on-year growth of 10.02% [1] - The company's gross profit margin stands at 6.87%, with a debt-to-asset ratio of 79.25% [1] Group 3 - Currently, there are no institutional investment ratings for Zhengli Holdings [2] - The average price-to-earnings (P/E) ratio for the construction industry (TTM) is 8.82 times, with a median of 1.6 times [2] - Zhengli Holdings has a P/E ratio of 2.85 times, ranking 10th in the industry [2] Group 4 - Zhengli Holdings is a listed company on the Hong Kong Stock Exchange (stock code: 3728) and has been operating since 1998 [2] - The company provides a range of services including substructure construction, superstructure construction, maintenance, renovation, and extension works [2] - Zhengli Holdings boasts an experienced management team with extensive knowledge in construction and project management [2]

Financial Performance - Total revenue increased by approximately HKD 128.2 million or 28.8% to HKD 573.2 million for the six months ended September 30, 2024, compared to HKD 445.0 million for the same period in 2023[10]. - Net profit for the six months ended September 30, 2024, was approximately HKD 3.8 million, an increase of about HKD 0.4 million or 10.0% from HKD 3.4 million in the same period of 2023[18]. - Basic and diluted earnings per share for the six months ended September 30, 2024, were HKD 0.37, compared to HKD 0.34 for the same period in 2023[18]. - The group recorded a gross profit of HKD 39.4 million for the six months ended September 30, 2024, compared to HKD 35.0 million in the same period of 2023[21]. - Gross profit rose by approximately HKD 4.4 million or 12.6% to about HKD 394 million for the six months ended September 30, 2024, compared to HKD 35 million for the same period in 2023[67]. Revenue and Growth Drivers - The increase in revenue was mainly driven by a significant rise in superstructure construction services, offset by a decrease in RMAA services and substructure construction services[66]. - The total revenue for the six months ended September 30, 2024, was HKD 573,152,000, compared to HKD 444,981,000 for the same period in 2023, reflecting a growth of approximately 28.8%[44]. Cash Flow and Financial Position - The net cash used in operating activities for the six months ended September 30, 2024, was HKD (20,248,000), an improvement from HKD (32,537,000) in the same period of 2023[33]. - The company reported a net cash increase of HKD 20,901,000 for the six months ended September 30, 2024, compared to a decrease of HKD (19,328,000) in the same period of 2023[33]. - The financing activities generated a net cash inflow of HKD 15,916,000 for the six months ended September 30, 2024, compared to HKD 13,265,000 in the same period of 2023, showing an increase of approximately 19.9%[33]. - The company’s cash and cash equivalents increased to HKD 63,907,000 as of September 30, 2024, from HKD 37,672,000 in the same period of 2023, reflecting a growth of approximately 69.5%[33]. Assets and Liabilities - Current assets totaled HKD 559.2 million as of September 30, 2024, compared to HKD 508.7 million as of March 31, 2024[24]. - As of September 30, 2024, the total assets of the group were approximately HKD 630.3 million, with total liabilities and shareholders' equity amounting to HKD 499.5 million and HKD 130.8 million, respectively[74]. - The company’s total non-current liabilities decreased to HKD 1,020,000 as of September 30, 2024, from HKD 1,448,000 as of March 31, 2024, a reduction of approximately 29.6%[27]. - The capital-to-debt ratio as of September 30, 2024, was approximately 143.9%, an increase from 130.8% as of March 31, 2024, based on total interest-bearing debt of approximately HKD 188.2 million[75]. Dividends and Share Capital - The group does not recommend the payment of an interim dividend for the six months ended September 30, 2024[18]. - The company did not declare an interim dividend for the six months ended September 30, 2024, consistent with the same period in 2023[51]. - The issued share capital of the company was HKD 10,130,000, with a total of 1,013,000,000 shares issued as of September 30, 2024[81]. Operational Focus and Strategy - The group will continue to focus on its core business, including substructure and superstructure construction services, as well as repair, maintenance, alteration, and addition (RMAA) services[11]. - The group aims to enhance its influence in the industry and seek favorable returns for shareholders[11]. - The company will continue to focus on its core business areas, including substructure construction, superstructure construction, and RMAA services, while exploring opportunities from public sector projects[63]. Employee and Governance - The group employed a total of 186 employees as of September 30, 2024, with employee costs amounting to approximately HKD 51.7 million for the six months ended September 30, 2024, compared to HKD 44.5 million for the same period in 2023[88]. - The company has complied with the principles and provisions of the corporate governance code during the reporting period[114]. - The audit committee currently consists of three independent non-executive directors, including Dr. Wai Wing Hong, Mr. Tong Hin Sum, and Mr. Chow Kam Wing, with Mr. Chow serving as the chairman[137]. Risk and Commitments - The group had no significant capital commitments or major investments planned[83]. - The group had no significant acquisitions or disposals of subsidiaries or associates during the six months ended September 30, 2024[84]. - There were no significant contingent liabilities as of September 30, 2024[85]. - The group had no foreign exchange risk as of September 30, 2024[80].

Financial Performance - Total revenue for the year ended March 31, 2024, was HKD 4,896,689, an increase from HKD 708,782 in the previous year[2] - Gross profit for the same period was HKD 76,582, compared to HKD 71,345 in the previous year, reflecting a growth of approximately 7.5%[2] - Net profit for the year was HKD 10,692, down from HKD 11,559, indicating a decrease of about 7.5%[2] - Basic earnings per share decreased to HKD 1.06 from HKD 1.14, a decline of approximately 7%[2] - The company reported a total comprehensive income of HKD 10,713 for the year, down from HKD 11,559, reflecting a decrease of about 7.4%[2] - The company reported a total revenue of HKD 71,345 thousand for the fiscal year ending March 31, 2023, after adjustments[15] - The operating profit before tax was HKD 14,191 thousand, reflecting a decrease of HKD 367 thousand compared to previous reporting[15] - The net profit for the year was HKD 11,559 thousand, down by HKD 259 thousand from prior figures[15] - Basic and diluted earnings per share were reported at HKD 1.14, a decrease of HKD 0.03[15] - Total revenue for the year ended March 31, 2024, was HKD 10,713 million, representing a 67% increase compared to HKD 10,780 million in the previous year[18] - Gross profit was HKD 76,582 million, slightly down by 0.08% from HKD 76,642 million year-over-year[18] - Operating profit before tax was HKD 13,501 million, a decrease of 0.74% from HKD 13,602 million in the previous year[18] - Net profit for the year was HKD 10,692 million, down by 0.82% from HKD 10,780 million year-over-year[18] Assets and Liabilities - Total assets as of March 31, 2024, were HKD 128,456, compared to HKD 118,676 in the previous year, showing an increase of about 8.5%[3] - Current liabilities decreased to HKD 452,406 from HKD 463,843, a reduction of approximately 2.9%[3] - The total non-current liabilities amounted to HKD 2,381 million, a decrease from HKD 1,448 million in the previous period[4] - The total equity increased to HKD 127,008 million from HKD 116,295 million, reflecting a growth of approximately 9.8%[4] - The company reported a capital reserve of HKD 116,878 million, up from HKD 106,165 million, indicating a growth of about 10.6%[4] - The company’s cash and cash equivalents decreased to HKD 43,006 from HKD 57,000, a decline of approximately 24.6%[3] - Trade and other receivables decreased to HKD 78,205 from HKD 94,334, indicating a reduction of about 17%[3] - The company’s long-term service fund provisions are reported at HKD 717 million, compared to HKD 655 million previously[4] - The total lease liabilities are reported at HKD 1,726 million, reflecting a strategic approach to managing liabilities[4] Accounting Standards and Policies - The company has adopted new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial performance or position during the reporting period[7] - The implementation of HKFRS 17 has not had any significant impact on the consolidated financial statements of the group[9] - The company adjusted its accounting policy in line with the Hong Kong Institute of Certified Public Accountants' guidelines, impacting the long-term service liabilities[14] - The company is preparing for the transition to new accounting guidelines effective from May 1, 2025, which will impact the treatment of mandatory contributions under the MPF scheme[11] Market and Business Strategy - The company is focused on providing construction and consultancy engineering services in Hong Kong, with a commitment to project management[6] - The company plans to continue focusing on expanding its construction and consulting services within Hong Kong, leveraging its existing client base and exploring new project opportunities[24] - The company's market strategy includes expanding its construction services in both residential and commercial sectors[43] Client Contributions and Revenue Sources - Major clients contributing over 10% of total revenue included Client I with HKD 124,155,000, Client II with HKD 121,230,000, and Client III with HKD 91,215,000[25] - The revenue from construction and consulting engineering services in Hong Kong for the year 2024 was HKD 896,689,000, compared to HKD 708,782,000 in 2023, representing an increase of approximately 26.5%[26] - The revenue from maintenance, repair, and renovation services was HKD 11,733,000 in 2024, compared to HKD 71,388,000 in 2023, indicating a decline of approximately 83.6%[26] - The revenue from the superstructure construction services segment was approximately HKD 881.1 million, an increase of about HKD 266.6 million compared to HKD 614.6 million in the previous year, primarily due to new projects and significant progress in existing projects[47] - The revenue from RMAA services was approximately HKD 11.7 million, a decrease of about HKD 59.7 million compared to HKD 71.4 million, primarily due to smaller project sizes compared to the previous year[48] Employee and Operational Costs - Employee costs for the year ended March 31, 2024, amounted to approximately HKD 77.9 million, compared to approximately HKD 60.0 million for the year ended March 31, 2023[69] - Administrative and other operating expenses increased to approximately HKD 53.4 million, up by about HKD 0.8 million or 1.4% from HKD 52.6 million, mainly due to increased employee benefits expenses[52] - As of March 31, 2024, the company employed a total of 171 employees, an increase from 143 employees as of March 31, 2023[69] Share Capital and Dividends - The company's issued share capital as of March 31, 2024, was HKD 10,130,000, with a total of 1,013,000,000 ordinary shares issued, each with a par value of HKD 0.01[66] - The company did not declare any interim dividends during the year and does not recommend any final dividends for the years ending March 31, 2024, and March 31, 2023[33] - The company has not recognized any potential dilution from stock options as the exercise price exceeds the average market price of the shares[34] Compliance and Governance - The company is currently led by Mr. Wu Caihua, who serves as both Chairman and CEO, a decision made to ensure stable and effective leadership during a rapid development phase[80] - The company has adhered to the corporate governance principles and rules as stipulated in the listing rules, ensuring compliance up to March 31, 2024[81] - The audit committee reviewed the consolidated financial statements for the year ended March 31, 2024, confirming compliance with applicable accounting standards[77] Miscellaneous - There were no significant investments or capital asset plans as of March 31, 2024[67] - There were no significant acquisitions or disposals of subsidiaries or associates during the year ended March 31, 2024[68] - The company maintains a prudent treasury policy, ensuring a healthy liquidity position throughout the year[65] - There were no significant events after the reporting period[72] - The annual performance announcement will be published on the Hong Kong Stock Exchange website and the company's website, with all relevant information to be sent to shareholders at an appropriate time[83]