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: 快意智能股份有限公司 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) | 08040 | 說明 | | | | | | | | | | | 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 | | 0.01 | HKD | | 100,000,000 | 本月底法定/ ...

[Company Information](index=12&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section details the company's board composition, committees, contact information, and service providers [Board and Committee Composition](index=12&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E5%A7%94%E5%93%A1%E6%9C%83%E7%B5%84%E6%88%90) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with audit, remuneration, and nomination committees. Board membership changes occurred during the year, including resignations of executive, non-executive, and independent non-executive directors - Executive Directors include Mr. Cheng Tsang Fu (Chairman and CEO), Ms. Liu Li Li, Mr. Tsui Kai Tai, Mr. Li Chi Wai. Mr. Jiang Han Xing was appointed on May 3, 2024, and resigned on July 8, 2024, and Ms. Lin Xiao Ling resigned on June 21, 2024[27](index=27&type=chunk) - Non-executive Director is Professor Leung Yiu Cheung, with Professor Leung Kwok Hei resigning on May 3, 2024[27](index=27&type=chunk) - Independent Non-executive Directors include Mr. Hui Chi Keung, Mr. Chiu Wai Hon, Ms. Cheung Kong Hung. Mr. Chow Kwok Kei resigned on February 1, 2025[27](index=27&type=chunk) - Mr. Chiu Wai Hon chairs the Audit Committee and Remuneration Committee, while Mr. Cheng Tsang Fu chairs the Nomination Committee[27](index=27&type=chunk) [Company Contact and Service Institutions](index=12&type=section&id=%E5%85%AC%E5%8F%B8%E8%81%AF%E7%B5%A1%E5%8F%8A%E6%9C%8D%E5%8B%99%E6%A9%9F%E6%A7%8B) Mr. Au Hok Man serves as Company Secretary, with the registered office in the Cayman Islands and principal place of business in Hong Kong Science Park. The independent auditor is Ascent Partners CPA Limited, legal counsel is Y.T. Hui, Chan & Co., and principal bankers include Hang Seng Bank Limited and Bank of Communications (Hong Kong) Limited - Mr. Au Hok Man is the Company Secretary, with Ms. Liu Li Li and Mr. Au Hok Man as authorized representatives, and Ms. Liu Li Li as compliance officer[27](index=27&type=chunk) - The registered office is in the Cayman Islands, and the headquarters and principal place of business in Hong Kong are located in Hong Kong Science Park[27](index=27&type=chunk)[28](index=28&type=chunk) - The independent auditor is Ascent Partners CPA Limited, and the legal counsel is Y.T. Hui, Chan & Co[28](index=28&type=chunk)[29](index=29&type=chunk) - Principal bankers include Hang Seng Bank Limited and Bank of Communications (Hong Kong) Limited[29](index=29&type=chunk) [Chairman's Statement](index=14&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) This section reviews the challenges and financial performance of the year, alongside the future outlook and strategic development of the nano-product business [Challenges and Performance Review](index=14&type=section&id=%E6%8C%91%E6%88%B0%E8%88%87%E6%A5%AD%E7%B8%BE%E5%9B%9E%E9%A1%A7) This year, the Group faced intense competition, rising material costs, labor shortages, and a slowdown in the Hong Kong property market. Consequently, the Group's revenue decreased by 10.7% year-on-year, gross profit significantly dropped by 88.6%, and losses widened - Hong Kong's decoration industry faces intense competition, with rising material costs, labor shortages, and project delays or postponements reducing construction industry profits[31](index=31&type=chunk) - High interest rates, weak investment sentiment, and a decline in new development projects led to a slowdown in Hong Kong's property market, reducing demand for renovation services[31](index=31&type=chunk) 2025 Fiscal Year vs. 2024 Fiscal Year Performance Comparison | Metric | 2025 Fiscal Year (HK$) | 2024 Fiscal Year (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 308,500,000 | 345,600,000 | -10.7% | | Gross Profit | 1,400,000 | 12,000,000 | -88.6% | | Loss attributable to owners | 26,400,000 | 14,500,000 | +82.1% | - The decrease in gross profit was primarily due to lower gross profit margins on certain large-scale decoration projects undertaken this year and cost overruns on several large renovation projects[32](index=32&type=chunk) [Future Outlook and Nano-Product Business Development](index=14&type=section&id=%E6%9C%AA%E4%BE%86%E5%B1%95%E6%9C%9B%E8%88%87%E7%B4%8D%E7%B1%B3%E7%94%A2%E5%93%81%E6%A5%AD%E5%8B%99%E7%99%BC%E5%B1%95) Despite market challenges, the Group remains cautiously optimistic for the coming year, aiming to enhance operational efficiency through strict cost control, quality improvement, and customer base expansion. Concurrently, the Group is actively developing its nano-product R&D and sales business, achieving significant market growth, and plans to launch innovative nano-products and smart air conditioning systems, leveraging photocatalytic nano-technology to empower traditional industries - The Group will maintain strict cost-saving measures, strengthen quality control procedures, and focus on project management, supplier partnerships, and human resource development to navigate the current environment and achieve sustainable growth[33](index=33&type=chunk) - The nano-product R&D and sales business is actively expanding, having developed nano anti-fouling DIY spray paint and several nano anti-rust lubricating sprays, and improved the nozzle device of the nano anti-fouling DIY spray paint, achieving a "nano-coating + rapid construction" model, increasing construction efficiency by **50%** and reducing paint costs by **30%**[34](index=34&type=chunk) - Nano-product market sales performance is strong, with a distribution network covering all of Hong Kong, signing over **15** distributors; the mainland China market experienced explosive growth, with overseas orders accounting for **65%**[34](index=34&type=chunk) - **Three major new products** will be launched in 2025-2026: nano glass cleaning liquid (**90-day self-cleaning**), nano comprehensive cleaning and sterilization agent (**99.9% sterilization rate**, long-lasting antibacterial), and smart air conditioning systems (**40% energy consumption reduction**, expected to be in production by 2026)[35](index=35&type=chunk)[36](index=36&type=chunk) - China Classification Society (CCS) scientific research certification was obtained in March last year, and the exclusive sales license for Nano-AM (Nano-Photocatalytic Anti-fouling Material) was renewed in June this year. Preparations are underway to obtain US (TSCA) and EU (REACH) environmental certifications to enter the global market[36](index=36&type=chunk)[38](index=38&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, capital management, and risk factors, along with its employee policies [Business Review and Outlook](index=17&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) The Group primarily provides decoration, renovation, and Nano-AM application services in Hong Kong. Clients for decoration and renovation services include property developers, main contractors, and property owners. For Nano-AM application services, the Group has secured an exclusive sales license and successfully expanded into marine maintenance and repair, with plans to broaden its application in the construction materials market - The Group is primarily engaged in providing decoration services, renovation services, and Nano-AM application services in Hong Kong[42](index=42&type=chunk) - Clients for decoration and renovation services include property developers, main contractors or direct contractors, and property owners or tenants[43](index=43&type=chunk) - This year, **four** large-scale decoration projects were awarded (last year: **eleven**), with a total contract value of approximately **HK$246.3 million** (last year: **HK$480.4 million**), contributing revenue of approximately **HK$37.7 million** (last year: **HK$148.3 million**)[44](index=44&type=chunk) - An exclusive sales license for Nano-Photocatalytic Anti-fouling Material (Nano-AM) was obtained in 2023, successfully expanding into marine maintenance and repair business, and exploring its application opportunities in the construction materials market[45](index=45&type=chunk) [Financial Review](index=18&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This year, the Group's total revenue was approximately HK$308.5 million, a 10.7% year-on-year decrease. Revenue from decoration works decreased by 6.3%, and renovation works decreased by 28.7%. Overall gross profit significantly decreased by 88.6% to approximately HK$1.4 million, mainly due to lower gross margins on large projects and cost overruns. The Group recorded a loss of approximately HK$26.4 million this year, an increase from last year's loss of HK$14.5 million Revenue by Operating Segment (HK$ thousand) | Operating Segment | 2025 | % | 2024 | % | | :--- | :--- | :--- | :--- | :--- | | Decoration Works | 239,837 | 77.7 | 255,786 | 74.0 | | Renovation Works | 61,183 | 19.9 | 85,776 | 24.8 | | Nano-AM Works | 4,652 | 1.5 | 4,068 | 1.2 | | Others | 2,830 | 0.9 | – | – | | **Total** | **308,502** | **100.0** | **345,630** | **100.0** | - Revenue from decoration works decreased by **6.3%**, mainly because most of the work for certain large projects was carried out in the previous fiscal year. Revenue from renovation works decreased by **28.7%**, mainly because most of the work for certain large projects was carried out in the previous fiscal year[49](index=49&type=chunk) Gross Profit and Gross Margin by Operating Segment | Operating Segment | 2025 Gross Profit (HK$ thousand) | 2025 Gross Margin (%) | 2024 Gross Profit (HK$ thousand) | 2024 Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Decoration Works | 4,018 | 1.7 | 10,516 | 4.1 | | Renovation Works | (3,721) | -6.1 | 39 | 0.0 | | Nano-AM Works | 940 | 20.2 | 1,432 | 35.2 | | Others | 128 | 4.5 | – | – | | **Total** | **1,365** | **0.4** | **11,987** | **3.5** | - Overall gross profit decreased by **88.6%** to approximately **HK$1.4 million**, primarily attributable to a decrease in gross profit from decoration works and renovation works, which decreased by **HK$6.5 million** and **HK$3.8 million** respectively[51](index=51&type=chunk) - The loss attributable to owners of the company and total comprehensive expense for the year was approximately **HK$26.4 million** (last year: **HK$14.5 million**), mainly due to the decrease in gross profit[59](index=59&type=chunk) [Liquidity and Capital Management](index=20&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E8%88%87%E8%B3%87%E6%9C%AC%E7%AE%A1%E7%90%86) As of March 31, 2025, the Group's total bank credit facilities increased to HK$37.5 million, but bank balances and cash decreased to HK$11.2 million. The current ratio decreased from 2.4 times to 1.8 times, and the gearing ratio decreased from 70.7% to 68.4%. Net proceeds from the placement were delayed in use due to cost-saving and efficiency-enhancing measures, with the remaining portion expected to be utilized by September 30, 2024 - As of March 31, 2025, the Group obtained credit facilities from banks of up to approximately **HK$37.5 million** (2024: **HK$30 million**)[60](index=60&type=chunk) - Bank balances and cash were approximately **HK$11.2 million** (2024: **HK$23.3 million**), with the decrease primarily due to net cash used in financing activities of approximately **HK$22.8 million**, partially offset by net cash generated from operating activities of approximately **HK$11.8 million**[61](index=61&type=chunk) Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 1.8 times | 2.4 times | | Gearing Ratio | 68.4% | 70.7% | - Net proceeds from the placement of approximately **HK$10.644 million**, originally planned for working capital by March 31, 2024, had an unused portion (**HK$1.971 million**) deferred for use until September 30, 2024, due to cost-saving and efficiency-enhancing measures[64](index=64&type=chunk)[65](index=65&type=chunk) [Risk Management and Employee Policy](index=22&type=section&id=%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86%E8%88%87%E5%83%B1%E5%93%A1%E6%94%BF%E7%AD%96) The Group's primary business is denominated in HKD, resulting in minimal foreign exchange risk. Financial management is prudent, with a healthy liquidity position. Assets pledged include investments in life insurance policies. Total performance guarantees increased to HK$22.204 million. There were no significant capital commitments, investment plans, or acquisitions/disposals of subsidiaries this year. The number of employees was 76, with labor costs of approximately HK$45 million, and remuneration policy references market terms, offering discretionary bonuses and an MPF scheme - The Group does not face significant foreign exchange risk, as most business transactions are denominated in HKD[67](index=67&type=chunk) - As of March 31, 2025, investments in life insurance policies with a fair value of **HK$3.7 million** were pledged as collateral for bank financing[68](index=68&type=chunk) Outstanding Performance Guarantees (HK$ thousand) | Source | 2025 | 2024 | | :--- | :--- | :--- | | Issued by banks | 22,204 | 10,380 | - As of March 31, 2025, the Group had a total of **76** employees (2024: **80** employees), with labor costs of approximately **HK$45 million** (2024: **HK$39.3 million**)[74](index=74&type=chunk) - Remuneration is determined by reference to market terms and individual employee performance, qualifications, and experience, with year-end discretionary bonuses and a Mandatory Provident Fund (MPF) scheme in addition to basic salaries[74](index=74&type=chunk) [Biographies of Directors and Senior Management](index=24&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) This section provides detailed biographies of the company's executive directors, non-executive directors, independent non-executive directors, and senior management team [Biographies of Executive Directors](index=24&type=section&id=%E5%9F%B7%E8%A1%8C%E8%91%A3%E4%BA%8B%E5%B1%A5%E6%AD%B7) Mr. Cheng Tsang Fu, a co-founder, serves as Chairman and CEO with over 33 years of experience in the decoration and renovation industry. Ms. Liu Li Li, also a co-founder, oversees human resources and administration with over 36 years of experience. Mr. Tsui Kai Tai is responsible for Nano-AM application services business development, having previously served as Chief Surveyor at the Planning Department. Mr. Li Chi Wai has over 21 years of experience in AI and big data, holding positions on various technology advisory committees and universities - Mr. Cheng Tsang Fu (**66 years old**) is a co-founder and controlling shareholder of the Group, appointed CEO and Executive Director on May 29, 2017, responsible for daily management, business development, and operational oversight, with over **33 years** of experience in the decoration and renovation industry[77](index=77&type=chunk) - Ms. Liu Li Li (**64 years old**) is a co-founder and controlling shareholder of the Group, re-designated as Executive Director and Compliance Officer on May 29, 2017, responsible for overseeing human resources and administrative matters, with over **36 years** of experience in administration and human resource management[77](index=77&type=chunk) - Mr. Tsui Kai Tai (**71 years old**) was appointed Executive Director on December 23, 2021, primarily responsible for the development of the Nano-AM application services business segment, and previously served as Chief Surveyor at the Hong Kong Government Planning Department[78](index=78&type=chunk) - Mr. Li Chi Wai (**46 years old**) was appointed Executive Director on November 13, 2023, with over **21 years** of experience in the artificial intelligence and big data industry, and holds positions on various technology advisory committees, universities, and industry associations[79](index=79&type=chunk) [Biographies of Non-Executive and Independent Non-Executive Directors](index=25&type=section&id=%E9%9D%9E%E5%9F%B7%E8%A1%8C%E8%91%A3%E4%BA%8B%E5%8F%8A%E7%8D%A8%E7%AB%8B%E9%9D%9E%E5%9F%B7%E8%A1%8C%E8%91%A3%E4%BA%8B%E5%B1%A5%E6%AD%B7) Professor Leung Yiu Cheung serves as a Non-Executive Director with over 32 years of engineering experience, formerly Head of the Department of Mechanical Engineering at the University of Hong Kong. Independent Non-Executive Directors include Mr. Hui Chi Keung (a former distinguished gymnast with over 22 years of experience in producing and selling environmentally friendly renewable energy products), Mr. Chiu Wai Hon (with over 19 years of experience in Hong Kong's banking and finance sector), and Ms. Cheung Kong Hung (with over 31 years of experience as a practicing nurse in public health) - Professor Leung Yiu Cheung (**65 years old**) was appointed Non-Executive Director on December 23, 2021, with over **32 years** of engineering experience, and previously served as Head of the Department of Mechanical Engineering at the University of Hong Kong[80](index=80&type=chunk) - Mr. Hui Chi Keung (**62 years old**) was appointed Independent Non-Executive Director on November 4, 2022, a former World Gymnastics Champion and Olympic Silver Medalist, with over **22 years** of experience in the production and sales of environmentally friendly renewable energy products[82](index=82&type=chunk) - Mr. Chiu Wai Hon (**52 years old**) was appointed Independent Non-Executive Director on February 7, 2023, with over **19 years** of experience in Hong Kong's banking and finance sector, and serves as a director of Starlion Global Limited[82](index=82&type=chunk)[83](index=83&type=chunk) - Ms. Cheung Kong Hung (**56 years old**) was appointed Independent Non-Executive Director on February 1, 2024, with over **31 years** of experience as a practicing nurse in the public health sector[83](index=83&type=chunk) [Biographies of Senior Management](index=27&type=section&id=%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) Senior management includes Mr. Cheng Tsang Hin, Financial Controller (with a diploma in accounting and extensive financial management experience), Mr. Li King Yin, Contracts Manager (with over 20 years of experience in quantity surveying and project management), and Mr. Au Hok Man, Company Secretary and Assistant Financial Controller (with over 20 years of experience in accounting and auditing) - Mr. Cheng Tsang Hin (**78 years old**) joined the Group in May 2010 as Financial Controller, holding a diploma in accounting and extensive financial management experience[84](index=84&type=chunk) - Mr. Li King Yin (**48 years old**) joined the Group in January 2017 as Contracts Manager, with over **20 years** of experience in quantity surveying and project management[84](index=84&type=chunk) - Mr. Au Hok Man (**44 years old**) was appointed Company Secretary and Assistant Financial Controller on May 29, 2017, with over **20 years** of experience in accounting and auditing[85](index=85&type=chunk) [Directors' Report](index=28&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) This section provides an overview of the Group's business, environmental policies, relationships with key stakeholders, major risks, financial position, board governance, shareholding structure, and auditor changes [Business Overview and Environmental Policy](index=28&type=section&id=%E6%A5%AD%E5%8B%99%E6%A6%82%E8%A6%BD%E8%88%87%E7%92%B0%E5%A2%83%E6%94%BF%E7%AD%96) The Company's principal business is investment holding, with its subsidiaries primarily providing decoration, renovation, and Nano-AM application services. The Group is committed to environmental sustainability, implementing measures for efficient resource utilization, energy saving, and waste reduction, while continuously complying with relevant laws and regulations - The Company's principal business is investment holding, with subsidiaries primarily engaged in providing decoration services, renovation services, and Nano-AM application services[87](index=87&type=chunk) - The Group is committed to maintaining long-term environmental and community sustainability, adopting effective measures to achieve efficient resource utilization, energy saving, and waste reduction[89](index=89&type=chunk) - During the year, the Directors were not aware of any non-compliance with relevant laws and regulations that would have a material impact on the Group's current operations[91](index=91&type=chunk) [Relationships with Key Stakeholders](index=29&type=section&id=%E8%88%87%E4%B8%BB%E8%A6%81%E5%90%84%E6%96%B9%E7%9A%84%E9%97%9C%E4%BF%82) The Group's success relies on the support of its customers, suppliers, employees, and shareholders. It builds a strong reputation with customers, maintains close relationships with suppliers for efficient and high-quality project completion, values employee talent by offering competitive remuneration and development opportunities, and strives to maximize shareholder returns - Customers include property developers, main contractors or direct contractors, and property owners or tenants, with the Group having established a good reputation for quality services[93](index=93&type=chunk) - Maintaining good relationships with subcontractors and material suppliers is a key success factor to ensure efficient and high-quality project completion[94](index=94&type=chunk) - The Group values employee talent, providing a harmonious and professional working environment, competitive remuneration packages, effective performance appraisal mechanisms, and social gathering activities[95](index=95&type=chunk) - The primary objective is to maximize shareholder returns, focusing on developing core businesses to achieve sustainable profit growth, and distributing dividends to shareholders after considering business development needs and financial soundness[96](index=96&type=chunk) [Major Risks and Financial Position](index=30&type=section&id=%E4%B8%BB%E8%A6%81%E9%A2%A8%E9%9A%AA%E5%8F%8A%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81) The Group faces several business risks, including reliance on key customers, non-recurring nature of projects, dependence on management and subcontractors, cost overrun risks, shortage of skilled labor, and collection uncertainties. No dividend is recommended for the current year. There is a high concentration of major customers and suppliers, with the top five customers accounting for 63.6% of sales and the top five suppliers accounting for 27.5% of purchases - Major risks include reliance on several key customers, the non-recurring nature of decoration and renovation projects, reliance on Board members, senior management team, and project management personnel, reliance on subcontractors to complete projects, failure to accurately estimate time and control costs leading to overruns, shortage of skilled labor and increasing labor costs, and uncertainties in collection[99](index=99&type=chunk) - The Board does not recommend the payment of any dividend (2024: nil)[101](index=101&type=chunk) - As of March 31, 2025, the Company's distributable reserves were **zero**[107](index=107&type=chunk) Concentration of Major Customers and Suppliers | Category | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | Largest Supplier | 7.5% | 11.2% | | Top Five Suppliers Total | 27.5% | 32.4% | | Largest Customer | 18.6% | 14.3% | | Top Five Customers Total | 63.6% | 60.7% | [Board Governance and Shareholding Structure](index=32&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E7%AE%A1%E6%B2%BB%E8%88%87%E8%82%A1%E6%AC%8A%E7%B5%90%E6%A7%8B) Directors' service contracts range from one to three years, with rotation and re-election mechanisms. There were no equity-linked agreements, pre-emptive rights provisions, or purchases, sales, or redemptions of listed securities during the year. Directors' remuneration is determined by the Board with reference to the Remuneration Committee's recommendations. Directors and chief executives hold interests in the company's shares, with Mr. Cheng Tsang Fu and Ms. Liu Li Li jointly holding 43.50% through their controlled corporation, Advance Goal. Subsequent to the reporting period, Advance Goal sold a portion of its shares and is no longer a controlling shareholder. The Group has received confirmation from the controlling shareholders regarding their compliance with the non-competition undertaking - Executive Directors' service agreements have an initial term of **three years**, Non-Executive Directors' appointment letters have an initial term of **three years**, and Independent Non-Executive Directors' appointment letters have an initial term of **one year**[110](index=110&type=chunk) - In accordance with the Company's Articles of Association, one-third of the Directors must retire by rotation at each annual general meeting, with each Director retiring at least once every **three years**[110](index=110&type=chunk) - The Company did not enter into any equity-linked agreements during the year, nor were any in existence at the end of the year[104](index=104&type=chunk) - Directors' remuneration is determined by the Board with reference to the recommendations of the Remuneration Committee, the Directors' duties, responsibilities, and performance, and the Group's results[118](index=118&type=chunk) Interests of Directors and Chief Executives in the Company's Ordinary Shares and Related Shares (March 31, 2025) | Name | Capacity/Nature of Interest | Shareholding | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Cheng Tsang Fu | Interest in controlled corporation/Spouse's interest | 147,900,000 | 43.50% | | Ms. Liu Li Li | Interest in controlled corporation/Spouse's interest | 147,900,000 | 43.50% | | Mr. Tsui Kai Tai | Beneficial owner | 12,800,000 | 3.76% | | Professor Leung Yiu Cheung | Beneficial owner | 2,700,000 | 0.79% | | Ms. Cheung Kong Hung | Beneficial owner | 385,000 | 0.11% | - On April 11, 2025, Advance Goal sold **50 million** shares, representing approximately **14.71%** of the issued share capital, to Mr. Poon Chi Hung. Following the completion of the sale, Advance Goal, together with Mr. Cheng Tsang Wai, Mr. Cheng Tsang Fu, and Ms. Liu Li Li, are no longer controlling shareholders, Mr. Poon Chi Hung has become a substantial shareholder, and no shareholder meets the definition of a controlling shareholder under the GEM Listing Rules[128](index=128&type=chunk)[136](index=136&type=chunk) - The Group has received a confirmation letter from the controlling shareholders regarding their compliance with the terms of the non-competition undertaking during the year[135](index=135&type=chunk) [Auditor Change and Tax Information](index=40&type=section&id=%E6%A0%B8%E6%95%B8%E5%B8%AB%E8%AE%8A%E6%9B%B4%E8%88%87%E7%A8%85%E5%8B%99%E4%BF%A1%E6%81%AF) Zhongzheng Tianheng CPA Limited resigned as auditor due to a failure to agree on audit fees, effective April 7, 2025. Ascent Partners CPA Limited was appointed as the new auditor. Share trading and transfers in Hong Kong are subject to stamp duty and profits tax, while the Cayman Islands exempts stamp duty - Zhongzheng Tianheng CPA Limited resigned as auditor due to a failure to agree on audit fees, effective April 7, 2025[143](index=143&type=chunk) - Ascent Partners CPA Limited was appointed as the Company's auditor, effective April 7, 2025, and will retire at the upcoming annual general meeting and be eligible for re-appointment[143](index=143&type=chunk) - Share trading and transfers in Hong Kong are subject to Hong Kong stamp duty (**0.1%** for both buyer and seller) and a fixed duty of **HK$5.00**, and may also be subject to Hong Kong profits tax[140](index=140&type=chunk) - Under current Cayman Islands law, transfers of shares and other disposals by the Company are exempt from Cayman Islands stamp duty[141](index=141&type=chunk) [Corporate Governance Report](index=42&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) This section outlines the company's commitment to good corporate governance, board operations, committee functions, risk management, and communication with shareholders [Corporate Governance Practices and Board Operations](index=42&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E8%88%87%E8%91%A3%E4%BA%8B%E6%9C%83%E9%81%8B%E4%BD%9C) The company is committed to maintaining good corporate governance, adhering to the Corporate Governance Code in Appendix C1 of the GEM Listing Rules. The Board is responsible for overall management, strategy formulation, and corporate governance, delegating daily management authority to the management. The roles of Board Chairman and Chief Executive Officer are held by the same person, representing a deviation from Code Provision C.2.1, but the Board believes this arrangement enhances operational efficiency. The Board holds regular meetings and ensures directors receive sufficient information and training - The Company has adopted and complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules, ensuring business activities and decision-making processes are properly regulated[146](index=146&type=chunk) - The Board is responsible for overall management, strategic direction, and corporate governance, while management handles daily management and administrative matters[147](index=147&type=chunk) - The roles of Board Chairman and Chief Executive Officer are held by Mr. Cheng Tsang Fu, which deviates from Code Provision C.2.1, but the Board believes this arrangement enhances operational efficiency[154](index=154&type=chunk) - **Seven** Board meetings were held during the year, and the Board Chairman and Independent Non-Executive Directors held private meetings[156](index=156&type=chunk) - Each newly appointed Director receives formal induction training and continuously participates in professional development to update knowledge and skills[164](index=164&type=chunk) [Board Committee Functions and Policies](index=47&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83%E8%81%B7%E8%83%BD%E8%88%87%E6%94%BF%E7%AD%96) The company has an Audit Committee, Remuneration Committee, and Nomination Committee, each with clear terms of reference. The Audit Committee reviews financial statements, risk management, and internal controls. The Remuneration Committee formulates remuneration policies for directors and senior management. The Nomination Committee reviews board structure, identifies qualified director candidates, assesses independence, and has adopted a board diversity policy - The primary responsibilities of the Audit Committee are to provide recommendations on the appointment and removal of external auditors, review financial statements, and oversee risk management and internal control procedures[165](index=165&type=chunk) - The primary responsibilities of the Remuneration Committee are to provide recommendations to the Board on the overall remuneration policy and structure for Directors and senior management, and to ensure no Director determines their own remuneration[169](index=169&type=chunk) - The primary responsibilities of the Nomination Committee are to regularly review the Board's structure, size, and composition, identify qualified director candidates, assess the independence of Independent Non-Executive Directors, and provide recommendations on the appointment or re-appointment of Directors[171](index=171&type=chunk) - The Nomination Policy outlines criteria and procedures for nominating and appointing Directors, including integrity, professional qualifications, diversity factors, and independence[175](index=175&type=chunk)[176](index=176&type=chunk) - The Board Diversity Policy considers various factors such as gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service to enhance Board effectiveness[184](index=184&type=chunk) [Accountability, Risk Management, and Shareholder Communication](index=52&type=section&id=%E5%95%8F%E8%B2%AC%E3%80%81%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86%E8%88%87%E8%82%A1%E6%9D%B1%E6%BA%9D%E9%80%9A) The Board is responsible for financial reporting and has reviewed the effectiveness of risk management and internal control systems. The Group has a disclosure policy to manage inside information. The Board delegates certain responsibilities to various Board committees and management. The controlling shareholders have confirmed compliance with the non-competition undertaking. The Group is committed to effective communication with shareholders and investors, publishing information on its website and answering questions at annual general meetings, while also having a dividend policy to balance growth and returns - The Board is responsible for preparing true and fair consolidated financial statements and has reviewed the effectiveness of risk management and internal control systems, deeming them effective and adequate[188](index=188&type=chunk)[192](index=192&type=chunk)[198](index=198&type=chunk) External Auditor's Remuneration (HK$ thousand) | Service Type | 2025 | 2024 | | :--- | :--- | :--- | | Audit Services | 400 | 530 | - The Group has adopted and implemented a disclosure policy aimed at providing guidance to Directors and senior management on handling confidential information and monitoring information disclosure, ensuring timely dissemination of inside information[199](index=199&type=chunk) - The controlling shareholders have confirmed compliance with the non-competition undertaking during the year[202](index=202&type=chunk) - Shareholders can request to convene extraordinary general meetings or propose resolutions in writing, and can send inquiries to the Board/Company Secretary via mail or the company website[208](index=208&type=chunk)[209](index=209&type=chunk)[211](index=211&type=chunk) - The Company has adopted a dividend policy aimed at maintaining sufficient cash reserves when recommending or declaring dividends to meet liquidity requirements, future growth, and shareholder value[212](index=212&type=chunk) - The Company is committed to maintaining effective communication with shareholders and potential investors, publishing all company information on its website, and meeting with shareholders at annual general meetings[214](index=214&type=chunk) [Environmental, Social and Governance Report](index=59&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) This report outlines the Group's environmental, social, and governance performance for the year ended March 31, 2025, aiming for sustainable development. The Board is fully responsible for ESG strategy and reporting, leading management through policy formulation, implementation oversight, and performance monitoring. The Group actively communicates with stakeholders and conducts materiality assessments to identify key ESG issues [Report Overview and Governance Approach](index=59&type=section&id=%E5%A0%B1%E5%91%8A%E6%A6%82%E8%A6%BD%E8%88%87%E7%AE%A1%E6%B2%BB%E6%96%B9%E9%87%9D) This Environmental, Social and Governance Report outlines the Group's ESG performance for the year ended March 31, 2025, aiming for sustainable development. The Board is fully responsible for ESG strategy and reporting, leading management through policy formulation, implementation oversight, and performance monitoring. The Group actively communicates with stakeholders and conducts materiality assessments to identify key ESG issues - This Environmental, Social and Governance Report is prepared in accordance with the Environmental, Social and Governance Reporting Guide in Appendix C2 of the GEM Listing Rules of the Stock Exchange[217](index=217&type=chunk) - The Board is fully responsible for the Group's environmental, social, and governance strategy and reporting, and ensures the establishment of appropriate and effective ESG risk management and internal control systems[222](index=222&type=chunk) - The Group actively collaborates with stakeholders, communicating through announcements, general meetings, employee appraisals, internal emails, the company website, and industry events[224](index=224&type=chunk)[225](index=225&type=chunk) - A materiality assessment has been conducted to identify ESG issues crucial to stakeholders and the Group's business, and appropriate and effective management policies and internal control systems have been established[227](index=227&type=chunk)[231](index=231&type=chunk) [Environmental Performance](index=62&type=section&id=%E7%92%B0%E5%A2%83%E7%B8%BE%E6%95%88) The Group's core business has a minor environmental impact, with primary emissions being greenhouse gases from office electricity consumption and vehicle gasoline consumption. Total greenhouse gas emissions for the year were approximately 138.9 tons, or 2.0 tons per employee. The Group implements energy-saving measures, promotes low-carbon office practices, and complies with environmental regulations. Energy consumption for gasoline and electricity is relatively low, and water consumption is negligible - The Group's business operations primarily rely on electronic communication and the use of electronic equipment, and do not involve any manufacturing or production processes, thus generating no significant emissions, water pollution, or waste (except for greenhouse gas emissions)[233](index=233&type=chunk) Summary of Greenhouse Gas Emissions Performance (tons) | Greenhouse Gas Emission Scope | 2025 Total | 2025 Intensity (tons/employee) | 2024 Total | 2024 Intensity (tons/employee) | | :--- | :--- | :--- | :--- | :--- | | Direct Greenhouse Gas Emissions (Scope 1) – Gasoline Consumption | 29.7 | 0.4 | 32.1 | 0.4 | | Indirect Greenhouse Gas Emissions (Scope 2) – Electricity Consumption | 47.7 | 0.7 | 48.1 | 0.6 | | Other Indirect Greenhouse Gas Emissions (Scope 3) – Business Air Travel | 61.5 | 0.9 | 32.3 | 0.4 | | **Total Greenhouse Gas Emissions** | **138.9** | **2.0** | **112.5** | **1.4** | - The Group has implemented energy-saving measures, such as optimizing office air conditioning temperature settings, using energy-efficient products, turning off lights in unused areas, and powering down idle electronic products[233](index=233&type=chunk) - No significant non-compliance with laws and regulations concerning exhaust gas and greenhouse gas emissions, wastewater discharge into water sources and soil, and hazardous and non-hazardous waste emissions was found during the year[235](index=235&type=chunk) Energy Consumption (2025 vs. 2024) | Energy Category | 2025 Quantity | 2025 Unit | 2025 Intensity (Unit per employee) | 2024 Quantity | 2024 Unit | 2024 Intensity (Unit per employee) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Gasoline | 10,975 | liters | 156.8 | 11,847 | liters | 153.9 | | Electricity | 75,788 | kWh | 1,082.7 | 76,385 | kWh | 992.0 | - The Group's business has a minor impact on the environment and natural resources, and it continuously monitors and enhances control measures to mitigate impacts. Climate change affects the construction industry, and the Group is committed to reducing greenhouse gas emissions, non-hazardous waste, and energy consumption, and provides guidance to employees on addressing these issues[243](index=243&type=chunk)[244](index=244&type=chunk) [Social Performance](index=66&type=section&id=%E7%A4%BE%E6%9C%83%E7%B8%BE%E6%95%88) The Group considers employees its most valuable asset, fully complying with Hong Kong labor regulations, providing competitive compensation and benefits, and training. The total number of employees is 70, with a turnover rate of approximately 6.1%. The Group highly values workplace health and safety and strictly prohibits child or forced labor. In supply chain management, the Group has a supplier selection policy and evaluates performance in terms of quality, pricing, reliability, social, and environmental awareness. The Group emphasizes service quality and safety, and has an anti-corruption policy and whistleblowing mechanism. Additionally, the Group actively participates in community investment, encouraging employee involvement in charitable and volunteer activities - The Group fully complies with Hong Kong statutory requirements, including the Companies Ordinance, Employment Ordinance, Minimum Wage Ordinance, Personal Data (Privacy) Ordinance, etc[246](index=246&type=chunk) Employee Statistics (March 31, 2025) | Category | Number | | :--- | :--- | | By Gender: | | | Male | 47 | | Female | 23 | | **Total** | **70** | | By Age: | | | Under 30 | 9 | | 30-50 | 41 | | Over 50 | 20 | | **Total** | **70** | | By Employment Type: | | | Permanent Staff | 70 | | Part-time/Contract Staff | 0 | | **Total** | **70** | - As of the year ended March 31, 2025, the employee turnover rate was approximately **6.1%**[247](index=247&type=chunk) - The Group employs safety specialists to conduct regular training for employees and subcontractors, ensuring compliance with workplace safety policies and the Occupational Safety and Health Ordinance[248](index=248&type=chunk) - The Group strictly prohibits the employment of child or forced labor, ensuring no such situations exist in the workplace through careful recruitment and regular reviews[252](index=252&type=chunk) - The Group has a supplier selection policy, using evaluation forms to review new suppliers and continuously assess the performance of existing suppliers, with evaluation areas including work quality, pricing, reliability, social, and environmental awareness[253](index=253&type=chunk) - The Group has a project quality and safety inspection system to ensure service quality and safety, and complies with relevant laws and regulations[256](index=256&type=chunk) - The employee handbook and related policies stipulate that employees shall not solicit or accept benefits or bribes from business partners, and a whistleblowing mechanism is in place to encourage employees to report misconduct[257](index=257&type=chunk) - The Group encourages employees to participate in charitable and volunteer activities and will consider making donations to charitable organizations and participating in more community projects from time to time[258](index=258&type=chunk)[259](index=259&type=chunk) [Independent Auditor's Report](index=71&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) This section presents the independent auditor's opinion on the consolidated financial statements, key audit matters, and the responsibilities of both directors and auditors [Audit Opinion and Basis](index=71&type=section&id=%E5%AF%A9%E6%A0%B8%E6%84%8F%E8%A6%8B%E8%88%87%E5%9F%BA%E7%A4%8E) Independent auditor Ascent Partners CPA Limited believes that the consolidated financial statements truly and fairly reflect the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and properly compiled with the disclosure requirements of the Hong Kong Companies Ordinance. The audit was conducted in accordance with Hong Kong Standards on Auditing and maintained independence in compliance with the Code of Ethics for Professional Accountants - The consolidated financial statements truly and fairly reflect the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended, prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and properly compiled with the disclosure requirements of the Hong Kong Companies Ordinance[261](index=261&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants and maintained independence in compliance with the Code of Ethics for Professional Accountants[262](index=262&type=chunk) [Key Audit Matters](index=71&type=section&id=%E9%97%9C%E9%8D%B5%E5%AF%A9%E6%A0%B8%E4%BA%8B%E9%A0%85) The auditor identified two key audit matters: the recognition of contract revenue, contract assets, and contract liabilities, and the impairment losses on trade receivables and contract assets. These matters are significant due to their importance to the consolidated financial statements and the judgments and estimates required by management in determining outcomes and impairment estimates - Key audit matters include the recognition of contract revenue, contract assets, and contract liabilities, and impairment losses on trade receivables and contract assets[263](index=263&type=chunk)[265](index=265&type=chunk)[267](index=267&type=chunk) - The recognition of contract revenue, contract assets, and contract liabilities is considered a key audit matter due to its significance to the consolidated financial statements and the judgments and estimates management must make in determining the outcome of each decoration and renovation project and its percentage of completion[265](index=265&type=chunk) - The impairment assessment of trade receivables and contract assets is considered a key audit matter due to its significance to the consolidated financial statements and the extent of estimates made by management[267](index=267&type=chunk) [Responsibilities of Directors and Auditor](index=74&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%A0%B8%E6%95%B8%E5%B8%AB%E8%B2%AC%E4%BB%BB) Directors are responsible for preparing true and fair consolidated financial statements, implementing necessary internal controls, and assessing the Group's ability to continue as a going concern. The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, exercising professional judgment and skepticism throughout the audit, evaluating the reasonableness of accounting policies, estimates, and disclosures, and concluding on the appropriateness of the going concern basis of accounting - Directors are responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, and for implementing necessary internal controls[270](index=270&type=chunk) - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[272](index=272&type=chunk) - The auditor exercises professional judgment and maintains professional skepticism throughout the audit, identifying and assessing risks of material misstatement, understanding internal controls, evaluating the appropriateness of accounting policies and estimates, and concluding on the appropriateness of the going concern basis of accounting[273](index=273&type=chunk)[274](index=274&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=77&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the year ended March 31, 2025, the Group's revenue was HK$308.5 million, and gross profit was HK$1.365 million. The loss before tax for the year was HK$26.803 million, an increase from last year's loss of HK$14.547 million. The loss for the year attributable to owners of the company was HK$26.419 million, with basic loss per share of 7.77 HK cents Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 308,502 | 345,630 | | Cost of services | (307,137) | (333,643) | | Gross profit | 1,365 | 11,987 | | Other income and (losses)/gains, net | (32) | 32 | | Impairment losses | (6,292) | (5,015) | | Administrative expenses | (20,049) | (19,147) | | Finance costs | (1,795) | (2,404) | | Loss before tax | (26,803) | (14,547) | | Loss for the year | (26,803) | (14,547) | | Loss for the year attributable to owners of the company | (26,419) | (14,545) | | Basic loss per share (HK cents) | (7.77) | (4.28) | - Total loss and comprehensive expense for the year was **HK$26.794 million**, of which **HK$26.41 million** was attributable to owners of the company[278](index=278&type=chunk) [Consolidated Statement of Financial Position](index=78&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total assets were HK$134.7 million, a decrease from HK$168.7 million last year. Net current assets decreased from HK$93.482 million to HK$55.251 million. Total liabilities were HK$91.931 million, and total equity was HK$42.724 million, with equity attributable to owners of the company being HK$41.768 million Summary of Consolidated Statement of Financial Position (HK$ thousand) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 10,773 | 8,692 | | Current assets | 123,882 | 159,960 | | Current liabilities | (68,631) | (66,478) | | Net current assets | 55,251 | 93,482 | | Total assets less current liabilities | 66,024 | 102,174 | | Non-current liabilities | (23,300) | (33,822) | | Net assets | 42,724 | 68,352 | | Total equity | 42,724 | 68,352 | | Equity attributable to owners of the company | 41,768 | 68,178 | - The decrease in net current assets was primarily due to a decrease in trade receivables and a decrease in cash and cash equivalents[61](index=61&type=chunk) [Consolidated Statement of Changes in Equity](index=79&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the year ended March 31, 2025, equity attributable to owners of the company decreased from HK$68.178 million at the beginning of the year to HK$41.768 million at year-end, primarily due to a loss for the year of HK$26.419 million. Non-controlling interests increased, but total equity still showed a downward trend Summary of Consolidated Statement of Changes in Equity (HK$ thousand) | Item | As at April 1, 2024 | Loss for the year | Exchange differences | Contribution from non-controlling interests | Disposal of subsidiaries | As at March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 3,400 | – | – | – | – | 3,400 | | Share premium | 58,541 | – | – | – | – | 58,541 | | Capital reserve | 10,010 | – | – | – | – | 10,010 | | Exchange reserve | – | – | 9 | – | – | 9 | | Retained profits/(accumulated losses) | (3,773) | (26,419) | – | – | – | (30,192) | | **Sub-total attributable to owners of the company** | **68,178** | **(26,419)** | **9** | **–** | **–** | **41,768** | | Non-controlling interests | 174 | (384) | – | 1,380 | (214) | 956 | | **Total** | **68,352** | **(26,803)** | **9** | **1,380** | **(214)** | **42,724** | - The loss for the year attributable to owners of the company was **HK$26.419 million**, leading to a further expansion of retained profits (accumulated losses)[284](index=284&type=chunk) - Non-controlling interests contributed **HK$1.38 million** to subsidiaries, partially offsetting the impact of losses and disposal of subsidiaries[284](index=284&type=chunk) [Consolidated Statement of Cash Flows](index=80&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the year ended March 31, 2025, net cash generated from operating activities was HK$11.8 million, a significant improvement from net cash used in operating activities of HK$27.462 million last year. Net cash used in investing activities was HK$1.077 million. Net cash used in financing activities was HK$22.836 million, resulting in a net decrease in cash and cash equivalents of HK$12.113 million, with bank balances and cash at year-end being HK$11.195 million Summary of Consolidated Statement of Cash Flows (HK$ thousand) | Activity Type | 2025 | 2024 | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 11,800 | (27,462) | | Net cash (used in)/generated from investing activities | (1,077) | 4,647 | | Net cash (used in)/generated from financing activities | (22,836) | 19,763 | | Net decrease in cash and cash equivalents | (12,113) | (3,052) | | Cash and cash equivalents at beginning of year | 23,274 | 26,326 | | Cash and cash equivalents at end of year | 11,195 | 23,274 | - Cash flow from operating activities turned from a net outflow last year to a net inflow, mainly due to a decrease in trade and other receivables, a decrease in contract assets, and an increase in contract liabilities[286](index=286&type=chunk) - Cash outflow from financing activities primarily included repayment of borrowings from the ultimate controlling company, borrowings from directors of the company, bank loans, and lease liabilities[287](index=287&type=chunk) [Notes to the Consolidated Financial Statements](index=82&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes on the Group's general information, basis of preparation, application and changes in accounting standards, significant accounting policies, key sources of estimation uncertainty, revenue and segment information, other financial data, and details of assets and liabilities [General Information and Basis of Preparation](index=82&type=section&id=%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99%E8%88%87%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) Smart Living Technology Holdings Limited is incorporated in the Cayman Islands, listed on GEM, with its principal business being investment holding, and its subsidiaries providing decoration, renovation, and Nano-AM application services. The consolidated financial statements are prepared on a historical cost basis, using the going concern basis of accounting, and presented in HKD - The Company is incorporated in the Cayman Islands, listed on GEM of The Stock Exchange of Hong Kong Limited, with its principal business being investment holding[288](index=288&type=chunk)[289](index=289&type=chunk) - The Group is principally engaged in providing decoration services, renovation services, and Nano-AM application services in Hong Kong[289](index=289&type=chunk) - The consolidated financial statements have been prepared on a historical cost basis, using the going concern basis of accounting, and are presented in HKD[291](index=291&type=chunk)[292](index=292&type=chunk)[294](index=294&type=chunk) [Application and Changes in Accounting Standards](index=83&type=section&id=%E6%9C%83%E8%A8%88%E6%BA%96%E5%89%87%E6%87%89%E7%94%A8%E8%88%87%E8%AE%8A%E5%8B%95) This year, the Group first applied several revised Hong Kong Financial Reporting Standards, including lease liabilities for sale and leaseback transactions, classification of liabilities as current or non-current, and non-current liabilities with covenants. These revisions had no significant impact on this year's financial position and performance. HKFRS 18 Presentation and Disclosure in Financial Statements, effective in future periods, is expected to affect the presentation and disclosure of the statement of profit or loss - This year, several revised Hong Kong Financial Reporting Standards were first applied, including amendments to HKFRS 16, HKAS 1, and HKAS 7 and HKFRS 7[295](index=295&type=chunk) - The application of the 2020 amendments and 2022 amendments (regarding classification of liabilities as current or non-current) will not result in reclassification of the Group's liabilities[298](index=298&type=chunk) - HKFRS 18 Presentation and Disclosure in Financial Statements will be effective for annual periods beginning on or after January 1, 2027, and is expected to affect the presentation and disclosure of the statement of profit or loss in future financial statements[301](index=301&type=chunk)[302](index=302&type=chunk) [Significant Accounting Policies](index=86&type=section&id=%E9%87%8D%E5%A4%A7%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) This section details the Group's accounting policies for consolidation, revenue recognition (including over time and at a point in time), contract assets/liabilities, cash and cash equivalents, inventories, leases (as lessee), foreign currency translation, government grants, retirement benefit costs, short-term employee benefits, taxation, property, plant and equipment, impairment, borrowing costs, and provisions - The consolidated financial statements incorporate the financial statements of the Company and entities controlled by its subsidiaries, with control based on power, variable returns, and the ability to affect those returns[303](index=303&type=chunk)[304](index=304&type=chunk) - Revenue is recognized when performance obligations are satisfied, i.e., when "control" of goods or services is transferred to the customer, which can be recognized over time or at a point in time[306](index=306&type=chunk)[308](index=308&type=chunk) - Contract assets represent the Group's right to consideration for goods or services transferred (not yet unconditional), and contract liabilities represent the Group's obligation to transfer goods or services to a customer for which consideration has been received[311](index=311&type=chunk)[312](index=312&type=chunk) - As a lessee, the Group applies recognition exemptions for short-term leases and leases of low-value assets, and recognizes right-of-use assets and lease liabilities[318](index=318&type=chunk)[319](index=319&type=chunk)[324](index=324&type=chunk) - Financial assets are classified as measured at fair value (through other comprehensive income or profit or loss) and at amortized cost; financial liabilities are classified as measured at amortized cost[348](index=348&type=chunk)[351](index=351&type=chunk) [Key Sources of Estimation Uncertainty](index=98&type=section&id=%E4%BC%B0%E8%A8%88%E4%B8%8D%E7%A2%BA%E5%AE%9A%E5%9B%A0%E7%B4%A0%E7%9A%84%E4%B8%BB%E8%A6%81%E4%BE%86%E6%BA%90) The primary sources of estimation uncertainty faced by the Group in preparing financial statements include revenue recognition for construction contracts and impairment of trade and other receivables and contract assets. Revenue recognition involves judgment on total project revenue and percentage of completion, while impairment assessment is based on historical default rates, overdue status, financial capability, and forward-looking information - Revenue recognition for construction contracts involves management's estimation of total project revenue and judgment of the percentage of completion of construction contracts, where actual outcomes may be higher or lower than estimates, affecting recognized revenue and profit/loss[357](index=357&type=chunk) - Impairment assessment of trade and other receivables and contract assets is based on a lifetime expected credit loss provision under a simplified approach, considering historical default rates, overdue status, financial capability, and forward-looking information, and is subject to changes in estimates[359](index=359&type=chunk) Carrying Amounts of Trade Receivables, Other Receivables, and Contract Assets (HK$ thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 28,181 | 43,382 | | Other receivables | 165 | 1 | | Contract assets | 81,662 | 91,651 | [Revenue and Segment Information](index=100&type=section&id=%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's revenue primarily derives from decoration works, renovation works, and Nano-AM works. Total revenue for the year was HK$308.5 million, with the Hong Kong market contributing HK$305.7 million and the China market contributing HK$2.83 million. Revenue recognition is mainly over time. The Group divides its business into four reportable operating segments: decoration works, renovation works, Nano-AM works, and others. The top five customers accounted for 63.6% of sales this year Revenue Disaggregated by Major Product or Service Line (HK$ thousand) | Product/Service Line | 2025 | 2024 | | :--- | :--- | :--- | | Decoration Works | 239,837 | 255,786 | | Renovation Works | 61,183 | 85,776 | | Nano-AM and Maintenance Services | 2,761 | 2,390 | | Maintenance Services | 1,891 | 1,678 | | Others | 2,830 | – | | **Total** | **308,502** | **345,630** | Revenue Disaggregated by Geographical Market (HK$ thousand) | Geographical Market | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 305,672 | 345,630 | | People's Republic of China | 2,830 | – | | **Total** | **308,502** | **345,630** | - Regarding timing of revenue recognition, revenue recognized over time accounted for **HK$302.9 million**, and revenue recognized at a point in time accounted for **HK$5.591 million**[361](index=361&type=chunk) - The Group's reportable and operating segments include decoration works, renovation works, Nano-AM works, and others (R&D, manufacturing, and sales of environmental air purifiers)[364](index=364&type=chunk) Revenue Contribution from Major Customers (HK$ thousand) | Customer | Operating Segment | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Customer A | Decoration Works | 57,306 | 38,166 | | Customer B | Decoration and Renovation Works | 40,966 | 49,383 | | Customer C | Decoration and Renovation Works | 41,487 | 43,228 | | Customer D | Decoration and Renovation Works | 36,318 | 44,610 | [Other Financial Data](index=106&type=section&id=%E5%85%B6%E4%BB%96%E8%B2%A1%E5%8B%99%E6%95%B8%E6%93%9A) This year, other income and net losses amounted to a HK$32 thousand loss, and finance costs were HK$1.795 million. Loss before tax was HK$26.803 million, with zero income tax expense. Total labor costs were HK$44.972 million, including directors' emoluments of HK$4.048 million. The total remuneration for the five highest-paid employees (non-directors) was HK$4.534 million. No dividend is recommended for the year, and basic loss per share was 7.77 HK cents Other Income and (Losses)/Gains, Net (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Bank interest income | 99 | 232 | | Miscellaneous income | 45 | 24 | | Fair value gain on financial assets at fair value through profit or loss | 24 | 16 | | Gain on early termination of lease | 6 | – | | Loss on disposal of property, plant and equipment | – | (227) | | Loss on disposal of a subsidiary | (172) | – | | Net exchange loss | (34) | (13) | | **Total** | **(32)** | **32** | Finance Costs (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest on amounts due to ultimate controlling company | 600 | 765 | | Interest on bank and other borrowings | 1,052 | 1,467 | | Interest on lease liabilities | 143 | 172 | | **Total** | **1,795** | **2,404** | Total Labor Costs (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Directors' emoluments | 4,048 | 3,664 | | Other labor costs | 40,924 | 35,644 | | **Total** | **44,972** | **39,308** | - Income tax expense for the year was **zero**, with unused tax losses of approximately **HK$40.132 million** available to offset future profits[375](index=375&type=chunk)[376](index=376&type=chunk) - The total remuneration for the **five** highest-paid employees (non-directors) for the year was **HK$4.534 million**[382](index=382&type=chunk) - The Directors do not recommend the payment of a dividend for the year ended March 31, 2025[383](index=383&type=chunk) - Basic loss per share attributable to owners of the Company was **7.77 HK cents** (2024: **4.28 HK cents**)[384](index=384&type=chunk) [Details of Assets and Liabilities](index=113&type=section&id=%E8%B3%87%E7%94%A2%E8%88%87%E8%B2%A0%E5%82%B5%E8%A9%B3%E6%83%85) This section details the carrying amounts and changes in the Group's property, plant and equipment, right-of-use assets, financial assets at fair value through profit or loss, inventories, trade and other receivables, contract assets/liabilities, bank balances and cash, trade and other payables, amounts due to ultimate controlling company, bank and other borrowings, lease liabilities, and other non-current liabilities Carrying Amounts of Property, Plant and Equipment (HK$ thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Furniture and fixtures | 368 | 382 | | Decoration | 89 | 104 | | Machinery | 160 | – | | Motor vehicles | 1,573 | 1,545 | | **Total** | **2,190** | **2,031** | - The carrying amount of right-of-use assets was **HK$4.764 million** (2024: **HK$2.944 million**), primarily representing rights to leased properties[386](index=386&type=chunk)[387](index=387&type=chunk) - Financial assets at fair value through profit or lo

Financial Highlights [Financial Highlights Summary](index=2&type=section&id=Financial_Highlights_Summary) For the year ended March 31, 2025, the company's financial performance significantly declined, with total revenue decreasing by 10.7%, gross profit sharply down by 88.3%, and loss attributable to owners expanding by 81.6% to HKD 26.4 million, resulting in a loss per share of 7.77 HK cents | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 308.5 million | HKD 345.6 million | -10.7% | | Gross Profit | HKD 1.4 million | HKD 12.0 million | -88.3% | | Loss Attributable to Owners | HKD 26.4 million | HKD 14.5 million | +81.6% | | Loss Per Share | 7.77 HK cents | 4.28 HK cents | +81.5% | Consolidated Financial Statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated_P%26L) During the reporting period, the company's revenue was HKD 308.5 million, a 10.7% year-on-year decrease, with gross profit at only HKD 1.365 million due to high service costs, a sharp 88.6% drop, leading to an expanded loss attributable to owners of HKD 26.419 million from HKD 14.545 million in the prior year | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 308,502 | 345,630 | | Gross Profit | 1,365 | 11,987 | | Impairment Loss on Trade Receivables | (6,226) | 922 | | Loss Before Tax | (26,803) | (14,547) | | Loss for the Year Attributable to Owners of the Company | (26,419) | (14,545) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated_Balance_Sheet) As of March 31, 2025, the company's total assets decreased by 16.4% to HKD 134.7 million, with net assets significantly declining by 37.5% to HKD 42.724 million from HKD 68.352 million, and net current assets reducing from HKD 93.482 million to HKD 55.251 million, indicating weakened financial position and liquidity | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | **Assets** | | | | Current Assets | 123,882 | 159,960 | | Non-current Assets | 10,773 | 8,692 | | **Total Assets** | **134,655** | **168,652** | | **Liabilities and Equity** | | | | Current Liabilities | 68,631 | 66,478 | | Non-current Liabilities | 23,300 | 33,822 | | **Total Liabilities** | **91,931** | **100,300** | | **Net Assets** | **42,724** | **68,352** | [Summary of Notes to Financial Statements](index=6&type=section&id=Notes_to_Financial_Statements) The notes detail the company's accounting policies, revenue composition, and performance by business segment, highlighting a significant decline in gross margin for decoration works, increased impairment provisions for trade receivables, and the board's recommendation against dividend distribution - The company primarily engages in Hong Kong's decoration, renovation, and Nano-AM application services[12](index=12&type=chunk) - The directors do not recommend the payment of a dividend for the year ended March 31, 2025[38](index=38&type=chunk) [Note 4: Revenue and Segment Information](index=9&type=section&id=Note_4_Revenue_and_Segment_Information) Total revenue for FY2025 was HKD 308.5 million, almost entirely from Hong Kong, with decoration works contributing 77.7% but its segment profit significantly dropping from HKD 10.516 million to HKD 4.018 million, while renovation works turned to a loss of HKD 3.721 million, and new "other" business (environmental air purifiers) contributed minor revenue Revenue by Business Segment (HKD thousands) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Decoration Works | 239,837 | 255,786 | | Renovation Works | 61,183 | 85,776 | | Nano-AM Works | 4,652 | 4,068 | | Others | 2,830 | – | Profit/(Loss) by Business Segment (HKD thousands) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Decoration Works | 4,018 | 10,516 | | Renovation Works | (3,721) | 39 | | Nano-AM Works | 940 | 1,432 | | Others | 128 | – | [Note 10: Trade and Other Receivables](index=16&type=section&id=Note_10_Trade_and_Other_Receivables) Net trade receivables decreased from HKD 43.382 million to HKD 28.181 million, but credit loss allowance surged from HKD 0.918 million to HKD 7.144 million, reflecting a significant increase in collection risk, with overdue receivables over 90 days rising from HKD 0.619 million to HKD 4.658 million Trade Receivables and Credit Loss Allowance (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Gross Trade Receivables | 35,325 | 44,300 | | Less: Credit Loss Allowance | (7,144) | (918) | | **Net Trade Receivables** | **28,181** | **43,382** | - Trade receivables overdue for more than 90 days significantly increased from **HKD 0.619 million** to **HKD 4.658 million**[42](index=42&type=chunk) [Note 11: Contract Assets and Contract Liabilities](index=18&type=section&id=Note_11_Contract_Assets_Liabilities) Contract assets (primarily unbilled work in progress) slightly decreased from HKD 91.651 million to HKD 81.662 million, while contract liabilities (mainly customer advances) doubled from HKD 13.738 million to HKD 27.386 million, primarily due to increased upfront deposits for decoration and renovation projects Changes in Contract Assets and Liabilities (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Contract Assets | 81,662 | 91,651 | | Contract Liabilities | 27,386 | 13,738 | Management Discussion and Analysis [Business Review and Outlook](index=22&type=section&id=Business_Review_and_Outlook) The Group's core business involves decoration, renovation, and Nano-AM application services in Hong Kong, with a significant decrease in the number and total contract value of new large projects awarded this year, while the company plans to expand into high-end decoration and renovation markets and leverage its exclusive Nano-AM material license for maritime maintenance and building materials to diversify revenue - The number of large decoration projects awarded this year decreased significantly to **four projects** with a total contract value of approximately **HKD 246 million**, down from eleven projects totaling HKD 480 million last year[59](index=59&type=chunk) - The company obtained an exclusive sales license for Nano-AM materials in 2023, successfully expanding into maritime maintenance, and plans to extend its application to the building materials market in the future[60](index=60&type=chunk)[61](index=61&type=chunk) [Financial Review](index=23&type=section&id=Financial_Review) This year's revenue decreased by 10.7% primarily because most large decoration and renovation projects were completed in the previous fiscal year, while the gross profit margin sharply declined from 3.5% to 0.4% due to lower margins on new projects and cost overruns, with increased impairment losses on trade receivables and decreased finance costs, ultimately expanding the loss attributable to owners to HKD 26.4 million [Revenue Analysis](index=23&type=section&id=Revenue_Analysis) Total revenue decreased by 10.7% to HKD 308.5 million, with decoration works revenue down 6.3% and renovation works revenue down 28.7%, primarily because most of the revenue from large projects in Wong Chuk Hang and Causeway Bay was recognized in the previous fiscal year - Decoration works revenue decreased primarily because most of the large decoration projects were carried out in the previous fiscal year, leading to reduced revenue recognition in the current year[64](index=64&type=chunk) - Renovation works revenue decreased primarily because most of the large renovation projects were carried out in the previous fiscal year, leading to reduced revenue recognition in the current year[64](index=64&type=chunk) [Gross Profit Analysis](index=24&type=section&id=Gross_Profit_Analysis) Overall gross profit decreased by 88.6% to HKD 1.4 million, with the gross profit margin falling from 3.5% to just 0.4%, as decoration works gross margin dropped from 4.1% to 1.7% due to lower margins on new projects, and renovation works turned to a gross loss of HKD 3.721 million primarily due to cost overruns on several large projects Gross Profit and Gross Profit Margin by Business Segment | Business Segment | 2025 Gross Profit (HKD thousands) | 2025 Gross Profit Margin (%) | 2024 Gross Profit (HKD thousands) | 2024 Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Decoration Works | 4,018 | 1.7 | 10,516 | 4.1 | | Renovation Works | (3,721) | -6.1 | 39 | 0.0 | | Nano-AM Works | 940 | 20.2 | 1,432 | 35.2 | | **Total** | **1,365** | **0.4** | **11,987** | **3.5** | - The decrease in gross profit is primarily attributable to: 1) lower gross profit margins on new decoration projects; 2) cost overruns on several large renovation projects[68](index=68&type=chunk) [Expenses and Costs Analysis](index=25&type=section&id=Expenses_and_Costs_Analysis) Combined impairment losses on trade receivables, other receivables, and contract assets increased by 25.5% to HKD 6.3 million this year, while administrative expenses slightly rose by 4.7% to HKD 20 million, and finance costs decreased by 25.3% to HKD 1.8 million due to reduced interest on bank and related party loans - Impairment losses on trade receivables, other receivables, and contract assets increased by approximately **25.5%** to **HKD 6.3 million**[70](index=70&type=chunk) - Administrative expenses increased by approximately **4.7%** to **HKD 20 million**[71](index=71&type=chunk) - Finance costs decreased by approximately **25.3%** to **HKD 1.8 million**, primarily due to reduced interest on bank borrowings and related party loans[72](index=72&type=chunk) [Liquidity, Financial Resources, and Risk Management](index=26&type=section&id=Liquidity_and_Capital_Resources) As of the period end, the company's bank balances and cash significantly decreased from HKD 23.3 million to HKD 11.2 million, with the current ratio falling from 2.4 times to 1.8 times and the gearing ratio slightly decreasing to 68.4%, while the company believes it has sufficient liquidity and no significant foreign exchange risk, and proceeds from the 2022 placing were fully utilized this year Key Financial Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Bank Balances and Cash | HKD 11.2 million | HKD 23.3 million | | Current Ratio | Approx. 1.8 times | Approx. 2.4 times | | Gearing Ratio | Approx. 68.4% | 70.7% | - The net proceeds of approximately **HKD 10.644 million** from the 2022 placing, originally planned for utilization by March 31, 2024, were extended to September 30, 2024, and have been fully utilized during the current year[78](index=78&type=chunk)[79](index=79&type=chunk) - The Group's majority of business transactions are denominated in Hong Kong Dollars, thus it does not face significant foreign exchange risk and has not adopted a foreign currency hedging policy[80](index=80&type=chunk) [Employees and Post-Reporting Period Events](index=29&type=section&id=Employees_and_Post-Reporting_Period_Events) As of March 31, 2025, the Group had 73 employees, a decrease of 7 from the previous year, with total annual staff costs approximately HKD 45 million, and no significant events occurred between the reporting period end and the announcement date - As of March 31, 2025, the Group had **73 employees** (2024: 80 employees), with annual staff costs (including directors' emoluments) of approximately **HKD 45 million**[89](index=89&type=chunk) - The directors confirm that no significant disclosable events occurred after the reporting period up to the date of this announcement[90](index=90&type=chunk) Corporate Governance and Other Information [Corporate Governance](index=29&type=section&id=Corporate_Governance) The company is committed to maintaining good corporate governance, largely complying with the GEM Listing Rules' Corporate Governance Code during the reporting period, with one deviation where the Chairman and Chief Executive Officer roles are held by the same person (Mr. Cheng Tsang Fu), which the board believes facilitates business strategy execution and operational efficiency, and will seek to re-comply when appropriate - The company deviates from Corporate Governance Code provision C.2.1, where the roles of Chairman and Chief Executive Officer are held by the same person (Mr. Cheng Tsang Fu)[92](index=92&type=chunk)[93](index=93&type=chunk) - The Board believes this deviation facilitates the execution of the Group's business strategies and enhances operational efficiency, with adequate oversight provided by the Board, which includes three independent non-executive directors[93](index=93&type=chunk) [Shareholder Information](index=31&type=section&id=Shareholder_Information) The report discloses shareholdings of directors and substantial shareholders, with Advance Goal being the controlling shareholder holding 43.50% of shares as of March 31, 2025, but notably, a significant equity change occurred post-reporting period on April 11, 2025, where Advance Goal sold 14.71% of its shares to Mr. Poon Chi Hung, ceasing to be the controlling shareholder, and the company now has no controlling shareholder - As of March 31, 2025, Advance Goal held **147,900,000 shares**, representing **43.50%** of the company's total share capital, making it the controlling shareholder[95](index=95&type=chunk)[98](index=98&type=chunk) - Post-reporting period event: On April 11, 2025, after Advance Goal sold **50,000,000 shares**, its shareholding decreased, and it ceased to be the controlling shareholder, resulting in the company having no controlling shareholder as defined by the GEM Listing Rules[96](index=96&type=chunk)[99](index=99&type=chunk) [Other Disclosures](index=34&type=section&id=Other_Disclosures) The Board does not recommend any dividend payment for the year ended March 31, 2025, the financial figures in this preliminary announcement have been agreed with the company's auditor, and the company plans to hold its Annual General Meeting on September 10, 2025 - The Board does not recommend the payment of a final dividend[106](index=106&type=chunk) - The company's Annual General Meeting will be held on **September 10, 2025**[105](index=105&type=chunk) - The financial figures in this preliminary results announcement have been agreed with the auditor against the audited consolidated financial statements, but do not constitute a full audit service[104](index=104&type=chunk)

Revenue and Profitability - Revenue for the six months ended September 30, 2024, was approximately HKD 172.6 million, an increase of 12.5% compared to HKD 153.5 million in the same period last year[10] - Total revenue for the six months ended September 30, 2024, increased by 12.5% to HKD 172.6 million from HKD 153.5 million in the same period last year[44][47] - Revenue from Hong Kong increased by 12.0% to HKD 171.962 million from HKD 153.492 million in the same period last year[51] - Revenue from renovation engineering decreased to HKD 28.7 million, a 15.1% decline compared to HKD 33.8 million in the same period last year[44][47] - Revenue from renovation and refurbishment services increased by 20.3% to HKD 141.6 million, driven by large-scale projects in Tin Shui Wai, The Peak, Sai Wan, and Jordan[121] - Refurbishment service revenue decreased by 15.1% to HKD 28.7 million due to reduced contributions from projects in Tsuen Wan, Causeway Bay, and The Peak[121] - Nano-AM application service revenue was HKD 1.64 million, accounting for 1.0% of total revenue, with a gross profit margin of 22.7%[120][123] - Total revenue increased by 12.5% to HKD 172.6 million, with renovation services contributing 82.0% of total revenue[120] - Gross profit for the period was HKD 5.2 million, down from HKD 5.9 million in the previous year[13] - Gross profit decreased by 12.4% to HKD 5.2 million, primarily due to reduced revenue from refurbishment services[123] - The company reported a pre-tax loss of HKD 6.676 million for the six months ended September 30, 2024, compared to a pre-tax loss of HKD 3.281 million in the same period last year[41][47] - Loss for the period increased by 103.5% to HKD 6.7 million, up from HKD 3.3 million in the previous year[10] - Basic loss per share was 1.87 HK cents, compared to 0.96 HK cents in the same period last year[10] - The company's basic loss per share increased to HKD 6.342 million from HKD 3.276 million in the same period last year[64] - The company reported a net loss of HKD 6.7 million, compared to a loss of HKD 3.3 million in the previous period[130] Assets and Liabilities - Total assets minus current liabilities stood at HKD 78.0 million as of September 30, 2024, compared to HKD 102.2 million as of March 31, 2024[22] - Net current assets decreased to HKD 69.0 million from HKD 93.5 million as of March 31, 2024[22] - Non-current liabilities decreased to HKD 15.1 million from HKD 33.8 million as of March 31, 2024[22] - Total equity decreased to HKD 62.96 million from HKD 68.35 million as of March 31, 2024[22] - Total equity decreased from HKD 82,850 thousand as of April 1, 2023, to HKD 62,956 thousand as of September 30, 2024, primarily due to a period loss of HKD 6,342 thousand and other comprehensive expenses of HKD 37 thousand[25] - The company's total liabilities and equity decreased by HKD 19,894 thousand from April 1, 2023, to September 30, 2024[25] - Total property, plant, and equipment increased to 4,044 thousand HKD as of March 31, 2024, up from 2,611 thousand HKD on April 1, 2023, with significant additions in vehicles (1,288 thousand HKD) and furniture (321 thousand HKD)[67] - Accumulated depreciation for property, plant, and equipment reached 2,013 thousand HKD by March 31, 2024, with annual depreciation rates ranging from 10% to 30% depending on the asset type[67] - Right-of-use assets increased to 6,253 thousand HKD by March 31, 2024, with additions of 1,089 thousand HKD and a total depreciation of 3,309 thousand HKD[70][72] - Trade receivables totaled 49,865 thousand HKD as of September 30, 2024, with 49,865 thousand HKD overdue but not impaired, including 17,383 thousand HKD over 90 days past due[82][84] - Contract assets decreased to 61,765 thousand HKD by September 30, 2024, from 91,651 thousand HKD on March 31, 2024, primarily related to completed but unbilled construction projects[84][85] - Raw material inventory increased significantly to 1,470 thousand HKD as of September 30, 2024, compared to 657 thousand HKD on March 31, 2024[81] - Life insurance contracts held at fair value remained stable at 3,678 thousand HKD as of September 30, 2024, with a guaranteed cash value of 470,000 USD[77][78] - Receivables from non-controlling interests decreased to 24,207 thousand HKD as of September 30, 2024, from 34,854 thousand HKD on March 31, 2024[89][90] - Trade payables decreased from HKD 28,787 thousand to HKD 17,560 thousand, a decline of 39%[91] - Contract liabilities increased from HKD 13,738 thousand to HKD 25,174 thousand, an increase of 83%[93] - Amounts due to the ultimate holding company decreased from HKD 13,900 thousand to HKD 4,000 thousand, a reduction of 71%[94] - Bank and other borrowings decreased from HKD 34,409 thousand to HKD 23,326 thousand, a decline of 32%[96] - Lease liabilities decreased from HKD 3,040 thousand to HKD 2,753 thousand, a reduction of 9%[101] - The company's retained earnings turned negative, with a cumulative loss of HKD 10,115 thousand as of September 30, 2024, compared to a positive balance of HKD 7,496 thousand as of September 30, 2023[25] - Non-controlling interests increased by HKD 1,380 thousand due to capital injection into a subsidiary[25] - The capital-debt ratio improved to 43.4% as of September 30, 2024, down from 70.7% as of March 31, 2024[133] - Bank balance and cash as of September 30, 2024, was approximately HKD 19.3 million (March 31, 2024: HKD 23.3 million), with a liquidity ratio of 2.1 (March 31, 2024: 2.4)[140] - Life insurance policy investments with a fair value of HKD 3.7 million were pledged as collateral for bank financing[146] Cash Flow - The company reported a net cash inflow from operating activities of HKD 19,653 thousand for the six months ended September 30, 2024, compared to a net cash outflow of HKD 19,097 thousand for the same period in 2023[27] - Contract assets decreased by HKD 29,886 thousand, contributing significantly to the positive cash flow from operating activities in 2024[27] - The company experienced a net cash outflow of HKD 22,592 thousand from financing activities, mainly due to repayments of loans and lease liabilities[30] - Cash and cash equivalents decreased by HKD 4,024 thousand, ending at HKD 19,291 thousand as of September 30, 2024[30] - The company's operating cash flow before working capital changes improved to a negative HKD 3,564 thousand in 2024 from a negative HKD 1,683 thousand in 2023[27] - The company's cash flow from investing activities resulted in a net outflow of HKD 1,085 thousand, primarily due to the purchase of plant and equipment[30] - Total lease cash outflows for the six months ended September 30, 2024, amounted to 1,485 thousand HKD, compared to 1,190 thousand HKD for the same period in 2023[76] Share Capital and Equity - The company's issued share capital remained unchanged at HKD 3.4 million, with 340 million ordinary shares issued, each with a par value of HKD 0.01[141] - Net proceeds from the share placement in August 2022 amounted to approximately HKD 10.644 million, intended solely for working capital purposes[142] - As of September 30, 2024, HKD 1.971 million of the placement proceeds remained unused, with the timeline for utilization extended due to macroeconomic uncertainties[143][144] - The company issued and fully paid ordinary shares with a nominal value of HKD 0.01 each, totaling HKD 3,400 thousand[102] - Advance Goal holds 147,900,000 shares, representing 43.50% of the company's equity[159][163] - Zheng Zengfu and Liao Lili each hold 147,900,000 shares through controlled entities, representing 43.50% of the company's equity[159][163] - Xu Qitai holds 12,800,000 shares, representing 3.76% of the company's equity[159] - Liang Yaozhang holds 2,500,000 shares, representing 0.74% of the company's equity[159] - Zhang Jianghong holds 385,000 shares, representing 0.11% of the company's equity[159] - Chen Yisong holds 53,030,000 shares, representing 15.60% of the company's equity[163] - No other individuals hold 5% or more of the company's equity as of September 30, 2024[166] - The company did not purchase, sell, or redeem any of its listed securities during the period[168] - No directors or major shareholders have interests in businesses that compete with the company[169] - The company's share option plan became effective on February 14, 2018, and will last for ten years, after which no further options will be granted or offered[172] - As of September 30, 2024, there were no unexercised, granted, canceled, exercised, or expired share options[173] - The company's articles of association or Cayman Islands law do not include provisions for pre-emptive rights, requiring the company to offer new shares to existing shareholders proportionally[174] Expenses and Costs - The company's interest income decreased to HKD 88,000 from HKD 149,000 in the same period last year[44][47] - The company's financing costs increased to HKD 2.024 million from HKD 1.770 million in the same period last year[56] - The company's total labor costs increased to HKD 22.104 million from HKD 17.141 million in the same period last year[58] - Administrative expenses increased by 17.9% to HKD 10.6 million, mainly due to higher labor costs and depreciation expenses[127] - Financing costs surged by 226.0% to HKD 1.2 million, driven by increased interest on loans from related parties[128] - Total labor costs for the period amounted to HKD 22.1 million, up from HKD 17.1 million in the previous period, with 81 employees as of September 30, 2024 (March 31, 2024: 80 employees)[152] - The company's directors received interest on loans amounting to HKD 631 thousand[110] Corporate Governance and Compliance - The company deviates from corporate governance code C.2.1, with the Chairman also serving as the CEO, citing operational efficiency and strategic execution benefits[154][156] - No significant contingent liabilities, capital commitments, or major acquisitions or disposals of subsidiaries, associates, or joint ventures were reported as of September 30, 2024[147][148][151] - The company has no other significant investment or capital asset plans as of September 30, 2024[150] - The Audit Committee, established on January 19, 2018, consists of four independent non-executive directors and is responsible for reviewing financial statements and overseeing risk management and internal control procedures[175] - The company's unaudited condensed consolidated financial statements for the period were reviewed by the Audit Committee, which confirmed compliance with applicable accounting standards, GEM Listing Rules, and statutory requirements[175] Other Financial Information - The company sold a 51% stake in Best Housing Limited for a nominal cash consideration of HKD 1[106] - The company has unused bank credit facilities totaling HKD 30,000 thousand as of September 30, 2024[98] - The company holds minimal foreign currency-denominated financial assets, with HKD 524,000 in foreign currencies (March 31, 2024: HKD 362,000), and no significant foreign exchange risk[145] - The company secured two large-scale projects with a total contract value of HKD 97.9 million, contributing HKD 5.9 million in revenue[115]

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 172.6 million, an increase of about 12.5% compared to HKD 153.5 million for the same period in 2023[5]. - The loss for the period increased to approximately HKD 6.7 million, representing a 103.5% increase from the loss of HKD 3.3 million in the previous period[5]. - The basic loss per share for the period was approximately HKD 1.87, compared to HKD 0.96 in the previous period[7]. - The group's gross profit was HKD 5.2 million, down from HKD 5.9 million in the previous period[9]. - Administrative expenses increased to HKD 10.6 million from HKD 8.99 million in the previous period[9]. - The company reported a pre-tax loss of HKD (6,676,000) for the six months ended September 30, 2024, compared to a pre-tax loss of HKD (3,281,000) for the same period in 2023[43][45]. - The overall gross profit decreased by approximately 12.4% from about HKD 5.9 million to approximately HKD 5.2 million, mainly due to reduced revenue[140]. - The company recorded a loss of approximately HKD 6.7 million for the period, compared to a loss of HKD 3.3 million in the previous period[147]. Assets and Liabilities - The total assets less current liabilities as of September 30, 2024, were HKD 78.05 million, down from HKD 102.17 million as of March 31, 2024[22]. - The net assets attributable to the owners of the company were HKD 61.87 million, a decrease from HKD 68.18 million as of March 31, 2024[22]. - The company's total liabilities decreased from HKD 34,854 million as of March 31, 2024, to HKD 24,207 million as of September 30, 2024, indicating a reduction of about 30%[103]. - The carrying value of inventory increased to HKD 1,470 million as of September 30, 2024, from HKD 657 million on March 31, 2024, reflecting a growth of about 124%[97]. - The company's total trade payables decreased from HKD 28,787 million as of March 31, 2024, to HKD 17,560 million as of September 30, 2024, indicating a decline of approximately 39%[103]. Cash Flow and Financing - The group's cash and cash equivalents were HKD 19.29 million, down from HKD 23.27 million as of March 31, 2024[20]. - The operating cash flow before changes in working capital for the six months ended September 30, 2024, was a net outflow of HKD 3,564,000, worsening from a net outflow of HKD 1,683,000 in the prior year[27]. - Financing activities resulted in a net cash outflow of HKD 22,592,000 for the six months ended September 30, 2024, compared to a net inflow of HKD 13,003,000 in the same period of 2023, indicating a shift in financing strategy[29]. - The company reported a significant increase in financing costs, which rose to HKD 1,193,000 for the six months ended September 30, 2024, compared to HKD 366,000 in the previous year, indicating higher borrowing costs[27]. Revenue Segmentation - Revenue from renovation projects was approximately HKD 141.6 million, up about 20.3% from HKD 117.7 million, primarily due to several large renovation projects contributing approximately HKD 30.0 million[134]. - Revenue from renovation engineering decreased by approximately 15.1% to about HKD 28.7 million, down from HKD 33.8 million, due to most projects being completed in the previous fiscal year[137]. - The segment profit for renovation services was HKD 4,974,000, while the segment loss for renovation engineering was HKD (61,000), resulting in a total segment profit of HKD 5,196,000[43]. Dividends and Shareholder Information - The company did not recommend the payment of an interim dividend for the period[6]. - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[54]. - As of September 30, 2024, the company's directors and key executives hold a total of 147,900,000 shares, representing 43.50% of the company's ordinary shares[172]. - Zheng Zengfu and Liao Lili each hold 147,900,000 shares, accounting for 43.50% of the total shares, indicating a significant concentration of ownership[172]. Employee and Labor Costs - The total labor costs for the six months ended September 30, 2024, amounted to HKD 22,104,000, an increase from HKD 17,141,000 in the same period of 2023[52]. - The group had 81 employees as of September 30, 2024, compared to 80 employees as of March 31, 2024[166]. Strategic Focus and Future Plans - The company is focusing on expanding its renovation and Nano-AM application services, which are expected to drive future revenue growth[39]. - The company plans to continue investing in new technologies and market expansion to enhance its competitive position in the industry[39]. - The company has secured a license for Nano-AM, an eco-friendly anti-pollution material, which is expected to expand revenue sources in the construction materials market[129]. Compliance and Governance - The company confirms compliance with the securities trading code adopted for directors, aligning with GEM listing rules[170]. - All directors have confirmed adherence to the company's securities trading code throughout the reporting period[170]. - The audit committee was established on January 19, 2018, consisting of four independent non-executive directors, responsible for reviewing financial statements and overseeing risk management[188].

香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市 的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經 過審慎周詳的考慮後方作出投資決定。 由 於GEM上 市 公 司 普 遍 為 中 小 型 公 司，在GEM買賣的證券可能會較於聯交所主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 報 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 報 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。 本報告載有遵照聯交所GEM證 券 上 市 規 則（「GEM上 市 規 則」）提 供 的 詳 情，旨 在 提 供 關 於 快意智能股份有限公司（「本公司」）及其附屬公司（統稱為「本集團」）的資料，本公司董事（「董 事」）就 此 共 同 及 個 ...

於編製截至2024年3月31日 止 年 度 綜 合 財 務 報 表 時，本 集 團 已 首 次 應 用 以 下 香 港 會 計 師 公 會頒佈的新訂及經修訂香港財務報告準則： 33,822 2,062 資產淨值 68,352 82,850 – 1 – – 4 – 2024年 2023年 附 註 千港元 千港元 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 依 賴該等內容而引致的任何損失承擔任何責任。 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM的特色 本公告載有遵照聯交所GEM證 券 上 市 規 則（「GEM上市規則」）提 供 的 詳 情，旨 在 提 供 關 於 快 意 智 能 股 份 有 限 公 司（「本公司」）及 其 附 屬 公 司（統 稱 為「本集團」）的 資 料，本 公 司 董 事（「董 事」）就 此 共 同 及 個 別 地 承 擔 全 部 責 任。董 事 經 作 出 一 切 合 理 查 詢 ...

[Company Information and Disclaimer](index=1&type=section&id=Company%20Information%20and%20Disclaimer) This section provides an overview of Coolpoint Innonism Holding Limited, its listing on GEM, and associated investment risks [Company Overview](index=1&type=section&id=Company%20Overview) Coolpoint Innonism Holding Limited is a Cayman Islands-registered company listed on the Hong Kong Stock Exchange GEM with stock code 8040 - Company name: Coolpoint Innonism Holding Limited[2](index=2&type=chunk) - Registered in: Cayman Islands[2](index=2&type=chunk) - Listed on: Hong Kong Stock Exchange GEM, stock code: **8040**[2](index=2&type=chunk) [GEM Listing Characteristics and Risk Warnings](index=1&type=section&id=GEM%20Listing%20Characteristics%20and%20Risk%20Warnings) The GEM market targets small and medium-sized companies, carrying higher investment risks that investors should carefully consider - The GEM market is positioned for small and medium-sized companies, entailing higher investment risks[2](index=2&type=chunk) - GEM securities may be subject to significant market volatility and do not guarantee high liquidity[2](index=2&type=chunk) [Financial Highlights](index=2&type=section&id=Financial%20Highlights) The Group experienced significant revenue growth in FY2024, but gross profit substantially declined, turning from profit to loss with expanded loss per share, mainly due to increased service costs and reduced government subsidies 2024 Financial Highlights vs. 2023 Financial Highlights | Indicator | FY2024 (HK$ Thousand) | FY2023 (HK$ Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 345,600 | 260,500 | +32.7% | | Gross Profit | 12,000 | 21,700 | -44.7% | | (Loss)/Profit and Total Comprehensive (Expense)/Income Attributable to Owners of the Company | (14,500) | 1,200 | Turned from profit to loss | | (Loss)/Earnings Per Share | (4.28) HK Cents | 0.36 HK Cents | Turned from profit to loss | [Financial Results](index=3&type=section&id=Financial%20Results) This section details the Group's financial performance, including the consolidated statement of profit or loss and other comprehensive income, and the consolidated statement of financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2024, the Group's revenue grew by 32.7% to HK$345,630 thousand, but a significant increase in cost of services led to a 44.7% decline in gross profit, resulting in a loss attributable to owners of the company of HK$14,545 thousand Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 345,630 | 260,473 | +32.7% Growth | | Cost of Services | (333,643) | (238,783) | Increased | | Gross Profit | 11,987 | 21,690 | -44.7% Decrease | | Other Income and Gains/(Losses), Net | 32 | 1,455 | Significantly Decreased | | Reversal/(Provision) for Impairment Loss on Trade Receivables | 922 | (1,432) | Turned from provision to reversal | | Reversal/(Provision) for Impairment Loss on Other Receivables | (1,075) | (231) | Increased provision | | Reversal/(Provision) for Impairment Loss on Contract Assets | (4,862) | (1,027) | Increased provision | | Administrative Expenses | (19,147) | (18,610) | Increased | | Finance Costs | (2,404) | (576) | +317.4% Increase | | (Loss)/Profit Before Tax | (14,547) | 1,269 | Turned from profit to loss | | Income Tax Expense | – | (101) | Decreased | | (Loss)/Profit and Total Comprehensive (Expense)/Income for the Year | (14,547) | 1,168 | Turned from profit to loss | | (Loss)/Profit and Total Comprehensive (Expense)/Income Attributable to Owners of the Company for the Year | (14,545) | 1,188 | Turned from profit to loss | | Basic (Loss)/Earnings Per Share (HK Cents) | (4.28) | 0.36 | Turned from earnings to loss | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets less current liabilities increased, but net assets and equity attributable to owners of the company both decreased, primarily due to a significant rise in non-current liabilities Key Data from Consolidated Statement of Financial Position | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | Property, Plant and Equipment | 2,031 | 1,146 | Increased | | Right-of-use Assets | 2,944 | 3,588 | Decreased | | Financial Assets at Fair Value Through Profit or Loss | 3,678 | 3,675 | Slightly Increased | | **Current Assets** | | | | | Inventories | 657 | 163 | Increased | | Trade and Other Receivables | 43,383 | 14,021 | Significantly Increased | | Contract Assets | 91,651 | 88,338 | Increased | | Bank Balances and Cash | 23,274 | 26,326 | Decreased | | **Current Liabilities** | | | | | Trade and Other Payables | 34,854 | 20,380 | Increased | | Contract Liabilities | 13,738 | 12,263 | Increased | | Bank and Other Borrowings | 7,409 | 13,000 | Decreased | | Net Current Assets | 93,482 | 76,503 | Increased | | **Non-current Liabilities** | | | | | Bank and Other Borrowings | 27,000 | – | Significantly Increased | | Net Assets | 68,352 | 82,850 | Decreased | | Equity Attributable to Owners of the Company | 68,178 | 82,723 | Decreased | [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes on the Group's financial statements, covering general information, basis of preparation, adoption of new accounting standards, and specific financial line items [General Information](index=6&type=section&id=General%20Information) The Company was incorporated in the Cayman Islands on March 8, 2017, and listed on GEM on February 14, 2018, primarily providing renovation and Nano-AM application services in Hong Kong - The Company was incorporated on March 8, 2017, and listed on GEM on February 14, 2018[12](index=12&type=chunk) - The Group's principal activities are renovation services and Nano-AM application services in Hong Kong[13](index=13&type=chunk) - The ultimate holding company is Advance Goal Group Limited, held by Mr. Cheng Tsang Fu, Ms. Liu Li Li, and former director Mr. Cheng Tsang Wai[13](index=13&type=chunk) [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, primarily on a historical cost basis, with certain financial instruments measured at fair value - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[15](index=15&type=chunk) - The statements are primarily prepared on a historical cost basis, with certain financial instruments measured at fair value at the end of the reporting period[15](index=15&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=7&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) Several new and revised HKFRSs were first applied this year, including amendments related to insurance contracts, accounting estimates, deferred tax, and accounting policy disclosures, which had no material impact on the Group's financial position or performance - Hong Kong Financial Reporting Standard 17, amendments to Hong Kong Accounting Standard 8, Hong Kong Accounting Standard 12, and amendments to Hong Kong Accounting Standard 1 and Hong Kong Financial Reporting Standards Practice Statement 2 were first applied this year[17](index=17&type=chunk) - The application of new and revised standards had no material impact on the Group's financial position and performance for the current and prior years[17](index=17&type=chunk) - The accounting impact of the abolition of the MPF offsetting mechanism against long service payments in Hong Kong has been retrospectively applied, but its effect on long service liabilities is minimal[24](index=24&type=chunk)[25](index=25&type=chunk) [Standards and Amendments to Existing Standards Effective in the Current Year](index=7&type=section&id=Standards%20and%20Amendments%20to%20Existing%20Standards%20Effective%20in%20the%20Current%20Year) Mandatory standards effective this year include HKFRS 17 (Insurance Contracts), HKAS 8 (Definition of Accounting Estimates), HKAS 12 (Deferred Tax), and HKAS 1 & HKFRS Practice Statement 2 (Disclosure of Accounting Policies), which had no material financial impact but may affect disclosures - Amendments to HKAS 8 “Definition of Accounting Estimates” clarified the distinction between changes in accounting estimates, changes in accounting policies, and error corrections, with no impact on the consolidated financial statements[18](index=18&type=chunk)[19](index=19&type=chunk) - Amendments to HKAS 1 and HKFRS Practice Statement 2 “Disclosure of Accounting Policies” changed “significant accounting policies” to “material accounting policy information” and clarified materiality judgments, potentially affecting accounting policy disclosures[20](index=20&type=chunk)[22](index=22&type=chunk) - The guidance on the abolition of the MPF offsetting mechanism against long service payments in Hong Kong has been retrospectively implemented, but its impact on long service liabilities is negligible[24](index=24&type=chunk)[25](index=25&type=chunk) [Issued but Not Yet Effective Hong Kong Financial Reporting Standards](index=8&type=section&id=Issued%20but%20Not%20Yet%20Effective%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group has not early adopted several issued but not yet effective HKFRSs, including amendments related to asset sales between an investor and its associate or joint venture, sale and leaseback, classification of liabilities, and supplier finance arrangements, which are not expected to have a material impact - The Group has not early adopted amendments to HKFRS 10 and HKAS 28, HKFRS 16, HKAS 1, HKAS 7 and HKFRS 7, and HKAS 21[26](index=26&type=chunk) - Amendments to HKAS 1 “Classification of Liabilities as Current or Non-current” and “Non-current Liabilities with Covenants” will be effective for annual periods beginning on or after January 1, 2024, and are not expected to result in reclassification of the Group’s liabilities[29](index=29&type=chunk)[30](index=30&type=chunk) [Revenue and Segment Information](index=10&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from renovation, refurbishment, and Nano-AM projects, with total revenue growing by 32.7% in FY2024, but overall gross profit declined by 44.7% due to cost overruns and lower margins - The Group's principal operating segments include renovation, refurbishment, and Nano-AM projects[34](index=34&type=chunk)[35](index=35&type=chunk) Revenue and Gross Profit by Segment (HK$ Thousand) | Segment | 2024 Revenue | 2023 Revenue | Revenue Change | 2024 Gross Profit | 2023 Gross Profit | Gross Profit Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Renovation Projects | 255,786 | 172,991 | +47.9% | 10,516 | 11,698 | -10.28% | | Refurbishment Projects | 85,776 | 83,010 | +3.3% | 39 | 8,279 | -99.53% | | Nano-AM Projects | 4,068 | 4,472 | -9.03% | 1,432 | 1,713 | -16.40% | | **Total** | **345,630** | **260,473** | **+32.7%** | **11,987** | **21,690** | **-44.7%** | - Gross profit for refurbishment projects significantly decreased due to cost overruns on several large projects during the year[85](index=85&type=chunk) - Gross profit for renovation projects decreased primarily due to lower gross profit margins on several large renovation projects undertaken during the year[85](index=85&type=chunk) [Segment Revenue and Results](index=10&type=section&id=Segment%20Revenue%20and%20Results) In FY2024, the Group's total revenue was HK$345,630 thousand, a 32.7% increase year-on-year, with renovation projects contributing the largest share of revenue and profit, while refurbishment projects recorded a loss FY2024 Segment Revenue and Profit/(Loss) | Segment | Revenue (HK$ Thousand) | % of Total | Profit/(Loss) (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Renovation Projects | 255,786 | 74.0 | 10,835 | | Refurbishment Projects | 85,776 | 24.8 | (4,220) | | Nano-AM Projects | 4,068 | 1.2 | 1,432 | | **Total** | **345,630** | **100.0** | **8,047** | - Segment revenue refers to revenue from external customers, with no inter-segment sales in the current year[38](index=38&type=chunk) [Other Segment Information](index=12&type=section&id=Other%20Segment%20Information) In FY2024, the Group's total capital expenditure was HK$3,393 thousand, depreciation expense was HK$2,895 thousand, and total impairment losses were HK$5,015 thousand, mainly from increased impairment losses on contract assets FY2024 Other Segment Information | Indicator | Amount (HK$ Thousand) | | :--- | :--- | | Total Capital Expenditure | 3,393 | | Total Depreciation Expense | 2,895 | | Impairment Loss (Reversed)/Recognized on Trade Receivables | (922) | | Impairment Loss Recognized on Contract Assets | 4,862 | | Impairment Loss Recognized on Other Receivables (Unallocated) | 1,075 | | Total Impairment Losses | 5,015 | - The Group's revenue and all non-current assets are derived from Hong Kong[43](index=43&type=chunk) [Other Income and Gains/(Losses), Net](index=14&type=section&id=Other%20Income%20and%20Gains%2F(Losses)%2C%20Net) The Group's other income and gains, net, significantly decreased from HK$1,455 thousand in 2023 to HK$32 thousand in 2024, primarily due to reduced government subsidies Other Income and Gains/(Losses), Net Comparison | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Bank interest income | 232 | 133 | | Miscellaneous income | 24 | 15 | | Fair value change in financial assets at fair value through profit or loss | 16 | (204) | | Government grants from "Employment Support Scheme" | – | 1,490 | | Government grants from "Distance Business Programme" | – | 23 | | Loss on disposal of property, plant and equipment | (227) | – | | Net exchange loss | (13) | (2) | | **Total** | **32** | **1,455** | - Other income and gains, net, decreased by approximately **HK$1,423 thousand**, mainly due to a reduction in government subsidies of approximately **HK$1,513 thousand**[87](index=87&type=chunk) [Finance Costs](index=14&type=section&id=Finance%20Costs) The Group's finance costs significantly increased by 317.4% to HK$2,404 thousand in FY2024, primarily due to increased interest on amounts due to the ultimate holding company and bank and other borrowings Finance Costs Comparison | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on amount due to ultimate holding company | 765 | – | | Interest on bank and other borrowings | 1,467 | 396 | | Interest on lease liabilities | 172 | 180 | | **Total** | **2,404** | **576** | - Finance costs increased by approximately **317.4%**, mainly due to an increase in interest from related party loans of approximately **HK$1,700 thousand**[90](index=90&type=chunk) [(Loss)/Profit Before Tax](index=15&type=section&id=(Loss)%2FProfit%20Before%20Tax) The Group recorded a loss before tax of HK$14,547 thousand in FY2024, compared to a profit of HK$1,269 thousand in FY2023, primarily due to decreased gross profit, reduced other income, increased impairment losses, and higher finance costs (Loss)/Profit Before Tax Related Deductions | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Total directors' emoluments | 3,664 | 5,537 | | Total other staff costs | 35,644 | 31,540 | | **Total Staff Costs** | **39,308** | **37,077** | | Auditor's remuneration | 530 | 530 | | Depreciation of property, plant and equipment | 571 | 459 | | Depreciation of right-of-use assets | 2,324 | 2,382 | [Income Tax Expense](index=16&type=section&id=Income%20Tax%20Expense) The Group had no income tax expense in FY2024, compared to HK$101 thousand in FY2023, and has unutilised tax losses of approximately HK$21,457 thousand available for offset against future profits, for which no deferred tax asset was recognised Income Tax Expense Comparison | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Hong Kong Profits Tax – Current year provision | – | 101 | - The Group has unutilised tax losses of approximately **HK$21,457 thousand** (2023: HK$7,448 thousand) that can be carried forward indefinitely, but no deferred tax asset was recognised[49](index=49&type=chunk) [Dividends](index=16&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividends for FY2024, consistent with FY2023 - The Board of Directors does not recommend the payment of any dividends for the current year (2023: nil)[50](index=50&type=chunk) [(Loss)/Earnings Per Share](index=16&type=section&id=(Loss)%2FEarnings%20Per%20Share) The Group's basic loss per share was **4.28 HK Cents** in FY2024, compared to earnings per share of **0.36 HK Cents** in FY2023, primarily due to the loss attributable to owners of the company for the year (Loss)/Earnings Per Share Comparison | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | (Loss)/Profit for the year attributable to owners of the Company (HK$ Thousand) | (14,545) | 1,188 | | Weighted average number of ordinary shares in issue for the year (Thousand shares) | 340,000 | 333,260 | | Basic (Loss)/Earnings Per Share (HK Cents) | (4.28) | 0.36 | - Diluted loss/earnings per share is not presented as there are no potential ordinary shares in issue[51](index=51&type=chunk) [Trade and Other Receivables](index=17&type=section&id=Trade%20and%20Other%20Receivables) The Group's total trade and other receivables significantly increased from HK$14,021 thousand in 2023 to HK$43,383 thousand in 2024, with a decrease in impairment provision for trade receivables but an increase for other receivables Trade and Other Receivables Comparison | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Total trade receivables | 44,300 | 14,785 | | Less: Impairment loss recognised | (918) | (1,840) | | Trade receivables net of impairment loss | 43,382 | 12,945 | | Total other receivables | 1 | 1,554 | | Less: Impairment loss recognised | – | (478) | | Other receivables net of impairment loss | 1 | 1,076 | | **Total Trade and Other Receivables** | **43,383** | **14,021** | Ageing Analysis of Overdue but Not Impaired Trade Receivables | Ageing | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 33,331 | 9,724 | | 31 to 60 days | 5,087 | 914 | | 61 to 90 days | 4,345 | – | | Over 90 days | 619 | 2,307 | | **Total** | **43,382** | **12,945** | - Impairment loss provision for trade receivables decreased from **HK$1,840 thousand** at the beginning of the year to **HK$918 thousand** at year-end, with a reversal of **HK$922 thousand** during the year[56](index=56&type=chunk) - Impairment loss provision for other receivables decreased from **HK$478 thousand** at the beginning of the year to **HK$0 thousand** at year-end, with **HK$1,075 thousand** impairment loss recognised and **HK$1,553 thousand** of written-off other receivables during the year[59](index=59&type=chunk) [Contract Assets / Contract Liabilities](index=19&type=section&id=Contract%20Assets%20%2F%20Contract%20Liabilities) The Group's total contract assets slightly increased, but recognised impairment losses significantly decreased, while contract liabilities also increased, mainly from renovation projects Contract Assets and Contract Liabilities Comparison | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | **Contract Assets** | | | | Renovation Projects | 76,027 | 67,330 | | Refurbishment Projects | 17,322 | 25,028 | | Subtotal | 93,349 | 92,358 | | Less: Impairment loss recognised | (1,698) | (4,020) | | **Net Contract Assets** | **91,651** | **88,338** | | **Contract Liabilities** | | | | Renovation Projects | 8,765 | 7,262 | | Refurbishment Projects | 4,538 | 4,747 | | Nano-AM Projects | 435 | 254 | | **Total Contract Liabilities** | **13,738** | **12,263** | - Contract assets primarily relate to the right to consideration for completed but unbilled work, which are reclassified as trade receivables when the right becomes unconditional[59](index=59&type=chunk) - Retention money held by customers is included in contract assets, with approximately **HK$18,959 thousand** expected to be recovered after 12 months[61](index=61&type=chunk) - Impairment loss provision for contract assets decreased from **HK$4,020 thousand** at the beginning of the year to **HK$1,698 thousand** at year-end, with **HK$4,862 thousand** impairment loss recognised and **HK$7,184 thousand** of written-off contract assets during the year[63](index=63&type=chunk) - Revenue recognised in the current year related to contract liabilities brought forward was **HK$11,426 thousand**, mainly from renovation and refurbishment projects[67](index=67&type=chunk) [Trade and Other Payables](index=22&type=section&id=Trade%20and%20Other%20Payables) The Group's total trade and other payables increased from HK$20,380 thousand in 2023 to HK$34,854 thousand in 2024, mainly due to increases in trade payables, accrued interest on amounts due to the ultimate holding company, and accrued interest on loans from the Company's directors Trade and Other Payables Comparison | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 28,787 | 16,754 | | Accrued interest on amount due to ultimate holding company | 286 | – | | Accrued interest on loans from directors of the Company | 743 | – | | Other accruals and payables | 5,038 | 3,626 | | **Total** | **34,854** | **20,380** | Ageing Analysis of Trade Payables | Ageing | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | 1–30 days | 20,149 | 16,528 | | 31–60 days | 7,575 | 25 | | 61–90 days | 1,036 | 25 | | Over 90 days | 27 | 176 | | **Total** | **28,787** | **16,754** | [Share Capital](index=22&type=section&id=Share%20Capital) As of March 31, 2024, the Company's issued share capital was HK$3,400 thousand, comprising 340,000 thousand ordinary shares with a par value of HK$0.01 each, consistent with the previous year Share Capital Details | Item | Number of Shares (Thousand shares) | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorised share capital (Ordinary shares of HK$0.01 each) | 10,000,000 | 100,000 | | Issued and fully paid share capital (as at March 31, 2024) | 340,000 | 3,400 | [Management Discussion and Analysis](index=23&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, capital structure, and future outlook [Business Review and Outlook](index=23&type=section&id=Business%20Review%20and%20Outlook) The Group primarily provides renovation, refurbishment, and Nano-AM application services in Hong Kong, securing major projects in FY2024 and expanding Nano-AM into marine maintenance, with plans to further develop high-end markets and Nano-AM applications - The Group is principally engaged in providing renovation services, refurbishment services, and Nano-AM application services in Hong Kong[72](index=72&type=chunk) - In FY2024, the Group was awarded **11 major projects** (9 renovation, 2 refurbishment) with a total contract sum of approximately **HK$480,400 thousand**, contributing approximately **HK$148,300 thousand** in revenue[74](index=74&type=chunk) - The Group holds an exclusive sales license for Nano-AM (nanophotocatalytic anti-fouling material), successfully expanding into marine maintenance and planning to apply it to renovation and refurbishment projects to diversify revenue streams[75](index=75&type=chunk)[77](index=77&type=chunk) - Looking ahead, the Board believes demand for high-end renovation and refurbishment services will remain strong, and the Group will continue to explore this market[77](index=77&type=chunk) [Renovation and Refurbishment Services](index=23&type=section&id=Renovation%20and%20Refurbishment%20Services) The Group's renovation and refurbishment services cater to property developers, main contractors, and property owners/tenants in the private sector, managing project execution and defect rectification - Clients include property developers, main contractors/direct contractors, and property owners/tenants[73](index=73&type=chunk) - Services cover interior renovation and refurbishment for residential apartments, show flats, clubhouses, sales offices, common areas, offices, shopping malls, and shops in Hong Kong[73](index=73&type=chunk) - The Group is responsible for overall project execution, including planning, coordination, monitoring, supervision, and defect rectification during the warranty period[73](index=73&type=chunk) [Nano-AM Application Services](index=23&type=section&id=Nano-AM%20Application%20Services) The Group holds an exclusive sales license for Nano-AM, an eco-friendly nanophotocatalytic anti-fouling material, successfully applying it to marine maintenance and planning to integrate it into renovation and refurbishment projects to expand revenue - The Group holds an exclusive sales license for Nano-AM (nanophotocatalytic anti-fouling material), used for surface disinfection and protective coatings[75](index=75&type=chunk) - Successfully expanded into marine maintenance and maintenance business, and exploring other application opportunities for Nano-AM in the construction materials market[77](index=77&type=chunk) [Outlook](index=24&type=section&id=Outlook) The Board anticipates strong demand for high-end renovation and refurbishment services, and the Group will continue to explore this market while actively developing the significant potential of Nano-AM applications - The Board believes demand for high-end renovation and refurbishment services will remain strong, and the Group will continue to explore this market[77](index=77&type=chunk) - Nano-AM applications have significant development potential and will bring new revenue growth points for the Group[77](index=77&type=chunk) [Financial Review](index=24&type=section&id=Financial%20Review) The Group's FY2024 revenue grew by 32.7%, driven by renovation projects, but gross profit significantly declined by 44.7% due to refurbishment project cost overruns and lower renovation margins, leading to a net loss for the year - The Group's revenue primarily derives from renovation services, refurbishment services, and Nano-AM application services[78](index=78&type=chunk) - Overall gross profit decreased by **44.7%** from **HK$21,700 thousand** in 2023 to **HK$12,000 thousand** in 2024[85](index=85&type=chunk) - The loss attributable to owners of the Company for the current year was approximately **HK$14,500 thousand**, compared to a profit of approximately **HK$1,200 thousand** last year[92](index=92&type=chunk) [Revenue](index=24&type=section&id=Revenue) Total revenue in FY2024 was approximately HK$345,600 thousand, a 32.7% year-on-year increase, with renovation project revenue growing by 47.9% to HK$255,800 thousand, driven by large projects Revenue by Operating Segment | Segment | 2024 (HK$ Thousand) | 2024 (%) | 2023 (HK$ Thousand) | 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | Renovation Projects | 255,786 | 74.0 | 172,991 | 66.4 | | Refurbishment Projects | 85,776 | 24.8 | 83,010 | 31.9 | | Nano-AM Projects | 4,068 | 1.2 | 4,472 | 1.7 | | **Total** | **345,630** | **100.0** | **260,473** | **100.0** | - Renovation project revenue increased by approximately **47.9%**, mainly due to increased contributions from several large renovation projects in Pak Shek Kok, Jordan, Wong Chuk Hang, The Peak, and Lantau Island[81](index=81&type=chunk) [Cost of Services and Gross Profit](index=25&type=section&id=Cost%20of%20Services%20and%20Gross%20Profit) Cost of services generally increased with revenue, but overall gross profit decreased by 44.7% to HK$12,000 thousand year-on-year, primarily due to cost overruns in refurbishment projects and lower gross margins in renovation projects - Cost of services mainly includes subcontracting costs, material costs, and direct labour costs, increasing in line with revenue growth[82](index=82&type=chunk) Gross Profit and Gross Profit Margin by Operating Segment | Segment | 2024 Gross Profit (HK$ Thousand) | 2024 Gross Profit Margin (%) | 2023 Gross Profit (HK$ Thousand) | 2023 Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Renovation Projects | 10,516 | 4.1 | 11,698 | 6.8 | | Refurbishment Projects | 39 | 0.0 | 8,279 | 10.0 | | Nano-AM Projects | 1,432 | 35.2 | 1,713 | 38.3 | | **Total** | **11,987** | **3.5** | **21,690** | **8.3** | - Gross profit for refurbishment projects significantly decreased due to cost overruns on several large refurbishment projects during the year[85](index=85&type=chunk) [Other Income and Gains/(Losses), Net](index=26&type=section&id=Other%20Income%20and%20Gains%2F(Losses)%2C%20Net) The Group's other income and gains, net, significantly decreased from HK$1,455 thousand in 2023 to HK$32 thousand in 2024, primarily due to a reduction in government subsidies of approximately HK$1,513 thousand - Other income and gains, net, decreased by approximately **HK$1,423 thousand**, mainly due to a reduction in government subsidies of approximately **HK$1,513 thousand**[87](index=87&type=chunk) [Impairment Losses on Trade Receivables, Other Receivables and Contract Assets](index=26&type=section&id=Impairment%20Losses%20on%20Trade%20Receivables%2C%20Other%20Receivables%20and%20Contract%20Assets) Total impairment losses on trade receivables, other receivables, and contract assets increased by 86.4% from HK$2,700 thousand in 2023 to HK$5,000 thousand in 2024, mainly due to an increase in contract asset impairment losses, partially offset by a decrease in trade receivable impairment losses - Total impairment losses increased by approximately **86.4%**, primarily due to an increase in impairment losses on contract assets of approximately **HK$3,800 thousand**[88](index=88&type=chunk) [Administrative Expenses](index=26&type=section&id=Administrative%20Expenses) The Group's administrative expenses slightly increased by 2.9% from HK$18,600 thousand in 2023 to HK$19,100 thousand in 2024 - Administrative expenses increased by approximately **2.9%** to approximately **HK$19,100 thousand**[89](index=89&type=chunk) [Finance Costs](index=26&type=section&id=Finance%20Costs) The Group's finance costs significantly increased by 317.4% from HK$600 thousand in 2023 to HK$2,400 thousand in 2024, mainly due to an increase in interest from related party loans of approximately HK$1,700 thousand - Finance costs increased by approximately **317.4%**, mainly due to an increase in interest from related party loans of approximately **HK$1,700 thousand**[90](index=90&type=chunk) [Income Tax Expense](index=26&type=section&id=Income%20Tax%20Expense) The Group had no income tax expense in FY2024, compared to approximately HK$100 thousand in FY2023 - No income tax expense for the current year (2023: approximately **HK$100 thousand**)[91](index=91&type=chunk) [Loss)/Profit and Total Comprehensive (Expense)/Income for the Year](index=26&type=section&id=(Loss)%2FProfit%20and%20Total%20Comprehensive%20(Expense)%2FIncome%20for%20the%20Year) Due to the aforementioned financial performance changes, the Group recorded a loss and total comprehensive expense attributable to owners of the Company of approximately HK$14,500 thousand in FY2024, compared to a profit and total comprehensive income of approximately HK$1,200 thousand in FY2023 - The loss and total comprehensive expense attributable to owners of the Company for the current year was approximately **HK$14,500 thousand**, compared to a profit and total comprehensive income of approximately **HK$1,200 thousand** last year[92](index=92&type=chunk) [Borrowing Facilities](index=27&type=section&id=Borrowing%20Facilities) As of March 31, 2024, the Group's total bank credit facilities decreased to HK$30,000 thousand, with outstanding term loan facilities of HK$7,400 thousand and zero revolving loan facilities, while total guarantees under performance bonds also decreased - The Group's total bank credit facilities decreased to approximately **HK$30,000 thousand** (2023: HK$75,900 thousand)[94](index=94&type=chunk) - Outstanding term loan facilities amounted to **HK$7,400 thousand**, and revolving loan facilities were zero[94](index=94&type=chunk) - Total guarantees under performance bonds amounted to approximately **HK$10,400 thousand** (2023: HK$20,600 thousand)[94](index=94&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains prudent financial management with a current ratio of approximately 2.4 times, but bank balances and cash decreased due to net cash used in operating activities, partially offset by advances from directors, while the gearing ratio significantly increased to 70.7% - The Group's bank balances and cash were approximately **HK$23,300 thousand** (2023: HK$26,300 thousand), with the decrease mainly due to net cash used in operating activities of approximately **HK$27,500 thousand**, partially offset by advances from directors of approximately **HK$27,000 thousand**[95](index=95&type=chunk) - The current ratio remained at approximately **2.4 times** (2023: 2.3 times)[95](index=95&type=chunk) - The gearing ratio increased from **15.7%** in 2023 to approximately **70.7%** in 2024, due to an increase in interest-bearing borrowings from the Company's directors and ultimate holding company[95](index=95&type=chunk) [Capital Structure](index=27&type=section&id=Capital%20Structure) As of March 31, 2024, the Company's issued share capital was HK$3,400 thousand, comprising 340,000 thousand ordinary shares with a par value of HK$0.01 each, consistent with the previous year - Issued share capital was **HK$3,400 thousand**, with **340,000 thousand** ordinary shares in issue, each with a par value of **HK$0.01**[96](index=96&type=chunk) [Use of Proceeds from Placing](index=28&type=section&id=Use%20of%20Proceeds%20from%20Placing) The net proceeds of approximately HK$10,644 thousand from the placing on August 2, 2022, were intended for working capital, with HK$6,610 thousand utilised as of March 31, 2024, and the remaining HK$1,971 thousand expected to be used by September 30, 2024 - The net proceeds from the placing on August 2, 2022, were approximately **HK$10,644 thousand**, all intended for working capital[98](index=98&type=chunk) Actual Use of Proceeds from Placing Analysis | Planned Use | Proceeds (HK$ Thousand) | Unutilised as at March 31, 2023 (HK$ Thousand) | Utilised for the year ended March 31, 2024 (HK$ Thousand) | Unutilised as at March 31, 2024 (HK$ Thousand) | Expected Utilisation Timeline for Unused Net Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | | Working Capital | 10,644 | 8,581 | 6,610 | 1,971 | Before September 30, 2024 | [Foreign Exchange Risk and Treasury Policy](index=28&type=section&id=Foreign%20Exchange%20Risk%20and%20Treasury%20Policy) The Group's core business in Hong Kong primarily transacts in HKD, resulting in non-significant foreign exchange risk, and while there is no specific hedging policy, foreign exchange risk is continuously monitored, and treasury policy adopts a prudent financial management approach - The Group's core business is in Hong Kong, with most transactions denominated in HKD, resulting in non-significant foreign exchange risk[99](index=99&type=chunk) - The Group does not have a foreign currency hedging policy but continuously monitors foreign exchange risk[99](index=99&type=chunk) - The treasury policy adopts a prudent financial management approach, managing risks through continuous credit assessment and liquidity monitoring[99](index=99&type=chunk) [Pledge of Assets](index=29&type=section&id=Pledge%20of%20Assets) As of March 31, 2024, the Group had no pledged bank deposits, but an investment in life insurance policies with a fair value of HK$3,700 thousand was pledged as collateral for bank facilities - As of March 31, 2024, the Group had no pledged bank deposits (2023: approximately **HK$6,100 thousand**)[101](index=101&type=chunk) - An investment in life insurance policies with a fair value of **HK$3,700 thousand** was pledged as collateral for bank facilities[101](index=101&type=chunk) [Performance Guarantees and Contingent Liabilities](index=29&type=section&id=Performance%20Guarantees%20and%20Contingent%20Liabilities) As of the reporting period, the Group's outstanding performance guarantees issued by banks totaled HK$10,380 thousand, a significant decrease from the previous year Outstanding Performance Guarantees | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Issued by banks | 10,380 | 20,599 | [Capital Commitments](index=29&type=section&id=Capital%20Commitments) As of March 31, 2024, the Group had no significant capital commitments - The Group had no significant capital commitments[104](index=104&type=chunk) [Future Plans for Material Investments and Capital Assets](index=29&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) As of March 31, 2024, the Group had no other future plans for material investments and capital assets - The Group had no other future plans for material investments and capital assets[105](index=105&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=29&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) For the year ended March 31, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures - There were no material acquisitions or disposals of subsidiaries, associates, and joint ventures during the year[106](index=106&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2024, the Group had 80 employees, an increase from the previous year, with total staff costs of approximately HK$39,300 thousand, and remuneration policies based on market terms, individual performance, qualifications, and experience - As of March 31, 2024, the Group had **80 employees** (2023: 56 employees)[107](index=107&type=chunk) - Total staff costs (including directors' emoluments) for the year were approximately **HK$39,300 thousand** (2023: approximately HK$37,100 thousand)[107](index=107&type=chunk) - Remuneration policy refers to market terms and individual performance, qualifications, and experience, including discretionary bonuses and a Mandatory Provident Fund Scheme[107](index=107&type=chunk) [Significant Events After Reporting Period](index=30&type=section&id=Significant%20Events%20After%20Reporting%20Period) As of the announcement date, the Directors were not aware of any significant events concerning the Group's business or financial performance after the year ended March 31, 2024 - As of the announcement date, the Directors were not aware of any significant events concerning the Group's business or financial performance after the reporting period[108](index=108&type=chunk) [Corporate Governance Principles and Practices](index=30&type=section&id=Corporate%20Governance%20Principles%20and%20Practices) This section outlines the Company's commitment to maintaining good corporate governance, adherence to the GEM Listing Rules' Corporate Governance Code, and details on board structure, securities dealings, and audit committee functions [Corporate Governance Overview](index=30&type=section&id=Corporate%20Governance%20Overview) The Company is committed to maintaining good corporate governance, having adopted and complied with the Corporate Governance Code in Appendix 15 of the GEM Listing Rules to ensure proper oversight of business activities and decision-making - The Company is committed to maintaining good corporate governance and has adopted and complied with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules[109](index=109&type=chunk) - The Board is dedicated to continuously enhancing and reviewing the effectiveness and performance of corporate governance principles and practices[109](index=109&type=chunk) [Chairman and Chief Executive Officer](index=30&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Mr. Cheng Tsang Fu serves as both Chairman and Chief Executive Officer, a deviation from CG Code Provision C.2.1, which the Board believes facilitates business strategy execution and operational efficiency, with appropriate checks and balances in place - Mr. Cheng Tsang Fu serves as both Chairman and Chief Executive Officer, deviating from Corporate Governance Code Provision C.2.1[110](index=110&type=chunk) - The Board believes this arrangement facilitates the execution of business strategies and enhances operational efficiency, and the Board has an appropriate structure with checks and balances[110](index=110&type=chunk) - The Company will continue to review and seek to re-comply with Corporate Governance Code Provision C.2.1[110](index=110&type=chunk) [Model Code for Securities Transactions by Directors](index=31&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a model code for directors' securities transactions, no less exacting than the GEM Listing Rules, and all directors confirmed compliance throughout the year - The Company has adopted a model code for securities transactions by directors, with terms no less exacting than those set out in the GEM Listing Rules[112](index=112&type=chunk) - All Directors confirmed compliance with the code throughout the year[112](index=112&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations](index=31&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20its%20Associated%20Corporations) As of March 31, 2024, Mr. Cheng Tsang Fu and Ms. Liu Li Li jointly held 48.29% of the Company's shares through controlled corporations and spouse interests, with other directors holding minor stakes Directors' and Chief Executive's Long Positions in Ordinary Shares and Underlying Shares of the Company | Name | Capacity/Nature of Interest | Number of Shares Held | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Cheng Tsang Fu | Interest in controlled corporation/Spouse interest | 164,200,000 | 48.29% | | Ms. Liu Li Li | Interest in controlled corporation/Spouse interest | 164,200,000 | 48.29% | | Mr. Tsui Kai Tai | Beneficial owner | 12,800,000 | 3.76% | | Ms. Lam Hiu Ling | Beneficial owner | 2,550,000 | 0.75% | | Mr. Li Chi Wai | Beneficial owner | 155,000 | 0.05% | | Mr. Keung Hon Sing | Spouse interest | 2,550,000 | 0.75% | | Professor Leung Yiu Cheung | Beneficial owner | 2,500,000 | 0.74% | | Professor Leung Kwok Hei | Beneficial owner | 3,200,000 | 0.94% | | Ms. Cheung Kong Hung | Beneficial owner | 385,000 | 0.11% | - Mr. Cheng Tsang Fu, Ms. Liu Li Li, and Mr. Cheng Tsang Wai are parties acting in concert, jointly holding interests in **164,200,000 shares** held by Advance Goal[116](index=116&type=chunk) - Ms. Lam Hiu Ling resigned as an executive director on June 21, 2024, and Professor Leung Kwok Hei resigned as a non-executive director on May 3, 2024[116](index=116&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company](index=33&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of March 31, 2024, Advance Goal held 48.29% of the Company's shares, with Mr. Cheng Tsang Wai holding the same proportion through controlled corporations, and Mr. Chen Yi Sung holding 10.80% Substantial Shareholders' and Other Persons' Long Positions in Ordinary Shares and Underlying Shares of the Company | Shareholder Name/Name | Capacity/Nature of Interest | Number of Ordinary Shares Held | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Advance Goal | Beneficial owner | 164,200,000 | 48.29% | | Mr. Cheng Tsang Wai | Interest in controlled corporation | 164,200,000 | 48.29% | | Ms. Chow Siu Shan | Spouse interest | 164,200,000 | 48.29% | | Mr. Chen Yi Sung | Beneficial owner | 36,730,000 | 10.80% | - Mr. Cheng Tsang Wai, Mr. Cheng Tsang Fu, and Ms. Liu Li Li are parties acting in concert, jointly owning the share interests held by Advance Goal[118](index=118&type=chunk) - Ms. Chow Siu Shan, being the spouse of Mr. Cheng Tsang Wai, is deemed to be interested in the shares held by Mr. Cheng Tsang Wai through Advance Goal[118](index=118&type=chunk) [Directors' Right to Acquire Shares or Debentures](index=34&type=section&id=Directors'%20Right%20to%20Acquire%20Shares%20or%20Debentures) During the year, neither the Company nor any of its subsidiaries participated in any arrangements enabling directors, chief executives, or their associates to subscribe for securities of the Company or its associated corporations, or to obtain benefits by acquiring shares or debentures - During the year, neither the Company nor any of its subsidiaries participated in any arrangements enabling directors, chief executives, or their associates to subscribe for securities of the Company or its associated corporations[120](index=120&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=34&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares during the year - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares during the year[121](index=121&type=chunk) [Competition and Conflicts of Interest](index=34&type=section&id=Competition%20and%20Conflicts%20of%20Interest) The Company's controlling shareholders have entered into a non-competition undertaking, and no directors, management shareholders, or substantial shareholders, or their respective associates, were involved in any competing businesses or conflicts of interest with the Group during the year - Each of the Company's controlling shareholders has entered into a non-competition undertaking[122](index=122&type=chunk) - During the year, no directors, management shareholders, or substantial shareholders, or their respective associates, were involved in any business competing or likely to compete with the Group's business, or had any other conflicts of interest with the Group[122](index=122&type=chunk) - The independent non-executive directors have reviewed and confirmed the controlling shareholders' compliance with the terms of the non-competition undertaking during the year[124](index=124&type=chunk) [Audit Committee](index=35&type=section&id=Audit%20Committee) The Company's Audit Committee, established on January 19, 2018, comprises four independent non-executive directors with Mr. Chiu Wai Hon as Chairman, and has reviewed the Group's annual results for the year ended March 31, 2024 - The Audit Committee was established on January 19, 2018, comprising four independent non-executive directors, with Mr. Chiu Wai Hon as Chairman[125](index=125&type=chunk) - The Audit Committee has reviewed the Group's annual results for the year ended March 31, 2024[125](index=125&type=chunk) [Scope of Work of ZHONGZHENG TIANHENG CPA LIMITED](index=35&type=section&id=Scope%20of%20Work%20of%20ZHONGZHENG%20TIANHENG%20CPA%20LIMITED) The financial figures in this preliminary announcement have been agreed by the Group's auditor, ZHONGZHENG TIANHENG CPA LIMITED, whose work does not constitute an assurance service, thus no assurance opinion is expressed on these preliminary results - The financial figures in this preliminary announcement have been agreed by the auditor, ZHONGZHENG TIANHENG CPA LIMITED[126](index=126&type=chunk) - The auditor's work does not constitute an assurance service, and no assurance opinion is expressed on these preliminary results[126](index=126&type=chunk) [Other Information](index=35&type=section&id=Other%20Information) This section covers details regarding the upcoming Annual General Meeting, dividend policy, share register closure, publication of the 2024 Annual Report, and the current composition of the Board of Directors [Annual General Meeting](index=35&type=section&id=Annual%20General%20Meeting) The Company's Annual General Meeting will be held on September 10, 2024, with the relevant notice to be published and dispatched to shareholders as required by the GEM Listing Rules - The Annual General Meeting will be held on **Tuesday, September 10, 2024, at 11:00 a.m.**[127](index=127&type=chunk) - The notice convening the meeting will be published and dispatched to shareholders in the manner required by the GEM Listing Rules[127](index=127&type=chunk) [Dividends](index=36&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividends for the year ended March 31, 2024 - The Board of Directors does not recommend the payment of any dividends for the year ended March 31, 2024[129](index=129&type=chunk) [Closure of Register of Members](index=36&type=section&id=Closure%20of%20Register%20of%20Members) To be eligible to attend and vote at the Annual General Meeting, the Company's share transfer registration will be suspended from September 5 to September 10, 2024, with all transfer documents to be lodged by 4:30 p.m. on September 4, 2024 - The register of members will be closed from **September 5 to September 10, 2024** (both dates inclusive)[130](index=130&type=chunk) - All share transfer documents must be lodged with the Company's Hong Kong Share Registrar by **4:30 p.m. on September 4, 2024**[130](index=130&type=chunk) [Publication of 2024 Annual Report](index=36&type=section&id=Publication%20of%202024%20Annual%20Report) The Company's 2024 Annual Report, containing all information required by the GEM Listing Rules, will be dispatched to shareholders and published on the Company's website in due course - The 2024 Annual Report, containing all information required by the GEM Listing Rules, will be dispatched to shareholders and published on the Company's website in due course[131](index=131&type=chunk) [Board of Directors](index=36&type=section&id=Board%20of%20Directors) As of the announcement date, the Board comprises executive directors Mr. Cheng Tsang Fu (Chairman and CEO), Ms. Liu Li Li, Mr. Tsui Kai Tai, Mr. Li Chi Wai, and Mr. Keung Hon Sing; non-executive director Professor Leung Yiu Cheung; and independent non-executive directors Mr. Chow Kwok Ki, Mr. Hui Chi Keung, Mr. Chiu Wai Hon, and Ms. Cheung Kong Hung - Executive Directors: Mr. Cheng Tsang Fu (Chairman and Chief Executive Officer), Ms. Liu Li Li, Mr. Tsui Kai Tai, Mr. Li Chi Wai, Mr. Keung Hon Sing[133](index=133&type=chunk) - Non-executive Director: Professor Leung Yiu Cheung[133](index=133&type=chunk) - Independent Non-executive Directors: Mr. Chow Kwok Ki, Mr. Hui Chi Keung, Mr. Chiu Wai Hon, Ms. Cheung Kong Hung[133](index=133&type=chunk)

Financial Performance - The group's revenue for the six months ended September 30, 2023, was approximately HKD 153.5 million, an increase of about 46.1% compared to HKD 105.0 million for the same period in 2022[5]. - The loss attributable to the owners of the company decreased by approximately 50.3% to about HKD 3.3 million from HKD 6.6 million in the previous period[5]. - The basic loss per share for the period was approximately HKD 0.96, compared to HKD 2.02 in the previous period[6]. - The group's gross profit for the six months ended September 30, 2023, was HKD 5.929 million, compared to HKD 3.004 million for the same period in 2022[6]. - The company reported a pre-tax loss of HKD 3,281,000 for the six months ended September 30, 2023, compared to a loss of HKD 6,479,000 in the same period of 2022, representing a 49.5% improvement[12]. - Total revenue for the three months ended September 30, 2023, was HKD 117.684 million, compared to HKD 153.492 million for the same period in 2022, representing a decrease of approximately 23.3%[24]. - The company reported a pre-tax loss of HKD 3.281 million for the three months ended September 30, 2023, an improvement from a loss of HKD 6.479 million in the same period of 2022[24]. Assets and Liabilities - The total assets less current liabilities as of September 30, 2023, were HKD 81.434 million, compared to HKD 84.912 million as of March 31, 2023[8]. - The net assets as of September 30, 2023, were HKD 79.569 million, down from HKD 85.850 million as of March 31, 2023[8]. - The company’s total liabilities decreased, with a notable reduction in trade and other payables, which decreased from HKD 5,082,000 to HKD 773,000, indicating improved cash flow management[12]. - The amount due to the ultimate holding company is HKD 9,900,000 as of September 30, 2023, down from HKD 11,900,000 as of March 31, 2023[57]. - The company's lease liabilities due within one year increased to HKD 2,202,000 from HKD 1,827,000[60]. Cash Flow and Financing - The company reported a net cash outflow from operating activities of HKD 19,097,000 for the six months ended September 30, 2023, compared to a net cash inflow of HKD 336,000 in the same period of 2022[12]. - The company’s financing activities generated a net cash inflow of HKD 13,003,000 for the six months ended September 30, 2023, compared to HKD 12,267,000 in the previous year, reflecting a 6.0% increase[13]. - Cash and cash equivalents at the end of the period were HKD 19,909,000, down from HKD 23,146,000 at the end of the previous period, marking a decrease of 14.5%[13]. - The company has a bank credit facility of HKD 75,900,000, unchanged from March 31, 2023[58]. Revenue Segments - The company’s revenue from the Nano-AM segment was HKD 67,595,000 for the three months ended September 30, 2023, compared to HKD 23,069,000 in the same period of 2022, representing a significant increase of 194.5%[22]. - Revenue from renovation services was approximately HKD 33.8 million, a decrease of about 23.4% compared to the previous period's HKD 44.2 million[70]. - Revenue from decoration projects reached approximately HKD 117.7 million, an increase of about 100.1% from the previous period's HKD 58.8 million[70]. - The company secured a total of ten large projects during the period, with a total contract value of approximately HKD 425.1 million, contributing approximately HKD 48.0 million in revenue[64]. Administrative and Operating Expenses - The group's administrative expenses for the six months ended September 30, 2023, were HKD 8.993 million, compared to HKD 8.112 million in the previous period[6]. - Total labor costs for the six months ended September 30, 2023, were HKD 17.141 million, slightly down from HKD 17.175 million in the same period of 2022[31]. - Administrative expenses increased by approximately 10.9% from about HKD 8.1 million to approximately HKD 9.0 million, mainly due to higher legal and professional fees[76]. Corporate Governance - The company’s governance practices are based on the GEM Listing Rules, ensuring appropriate and prudent regulation of business activities and decision-making processes[97]. - The board believes that having the same person serve as both Chairman and CEO enhances the execution of the group's business strategy and operational efficiency[100]. - The company has established an audit committee to oversee financial reporting and risk management, consisting of three independent non-executive directors[117]. Shareholding and Ownership - As of September 30, 2023, Zheng Zengfu holds 164,200,000 shares, representing 48.29% of the company[105]. - Mr. Chen Yisong holds 36,730,000 shares, accounting for 10.80% of the company's ordinary shares[106]. - There are no undisclosed individuals holding 5% or more of the company's shares as of September 30, 2023[108]. - Mr. Zheng Zengwei, Mr. Zheng Zengfu, and Ms. Liao Lili collectively own 100% of Advance Goal, with respective ownership stakes of 55%, 35%, and 10%[107]. Other Notable Points - The company did not recommend the payment of an interim dividend for the period[5]. - The company received no government subsidies under the "Employment Support Scheme" during the current period, compared to HKD 1.356 million in the previous year[30]. - The company has not engaged in any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the six months ended September 30, 2023[95].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 COOLPOINT INNONISM HOLDING LIMITED 快意智能股份有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8040） 截至2023年9月30日止六個月 中期業績公告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司 帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的 考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣的證券承 受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 本公告載有遵照聯交所GEM證券上市規則（「GEM上市規則」）提供的詳情，旨在提供關於快意智 能股份有限公司（「本公司」）及其附屬公司（統稱為「本集團」）的資料，本公司董事（「董事」）就此共 同及個別地承擔全部責任 ...