[Annual Performance Overview](index=2&type=section&id=Annual%20Performance) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2024, the company experienced a significant decline in revenue, leading to an expanded operating loss and a substantial increase in loss for the year | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 35,141 | 104,601 | (69,460) | -66.4% | | Cost of services provided | (33,261) | (107,479) | 74,218 | -69.0% | | Gross profit/(loss) | 1,880 | (2,878) | 4,758 | N/A | | Other income | 1,188 | 4,263 | (3,075) | -72.1% | | Net other gains or losses | (13,287) | (827) | (12,460) | 1506.6% | | Operating loss | (16,713) | (9,242) | (7,471) | 80.8% | | Loss before tax | (17,433) | (9,963) | (7,470) | 75.0% | | Loss and total comprehensive expense for the year attributable to owners of the Company | (17,433) | (9,963) | (7,470) | 75.0% | | Loss per share (basic and diluted) (HK cents) | (5.78) | (3.30) | (2.48) | 75.2% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the company's net current assets and total equity both decreased, primarily due to a reduction in financial assets at fair value through profit or loss | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 243 | 323 | (80) | -24.8% | | Current assets | 81,311 | 105,191 | (23,880) | -22.7% | | Current liabilities | 48,437 | 54,964 | (6,527) | -11.9% | | Net current assets | 32,874 | 50,227 | (17,353) | -34.5% | | Net assets | 33,117 | 50,550 | (17,433) | -34.5% | | Total equity | 33,117 | 50,550 | (17,433) | -34.5% | | Financial assets at fair value through profit or loss | 22,710 | 36,063 | (13,353) | -37.0% | | Cash and bank balances | 4,005 | 8,152 | (4,147) | -50.9% | [Notes to the Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. General Information](index=4&type=section&id=1.%20General%20Information) WMHW Holdings Limited, formerly Luen Wong Group Holdings Limited, was incorporated in the Cayman Islands, primarily engaged in construction engineering and investment holding, with its name changed on September 22, 2023 - The company's English name changed from 'Luen Wong Group Holdings Limited' to 'WMHW Holdings Limited', and its Chinese name from '聯旺集團控股有限公司' to '萬民好物控股有限公司', effective September 22, 2023[9](index=9&type=chunk) - The Group is principally engaged in the provision of construction engineering services and investment holding[9](index=9&type=chunk) [2. Summary of Significant Accounting Policies](index=4&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the Group's significant accounting policies for consolidated financial statements, including preparation basis, revenue recognition, financial instruments, and other key areas - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and comply with the disclosure requirements of the GEM Listing Rules and the Hong Kong Companies Ordinance[10](index=10&type=chunk) - Revenue is recognized when performance obligations are satisfied, meaning control of services is transferred to the customer, primarily measured using the output method[14](index=14&type=chunk)[20](index=20&type=chunk) - Impairment assessment for financial assets uses the Expected Credit Loss (ECL) model, recognizing lifetime expected credit losses for trade receivables and contract assets[50](index=50&type=chunk)[51](index=51&type=chunk) [3. Revenue](index=17&type=section&id=3.%20Revenue) The Group's revenue primarily derives from civil engineering and renovation works, with total revenue for FY2024 significantly decreasing to **HK$35,141 thousand** from HK$104,601 thousand in FY2023 | Type of Service | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Provision of civil engineering works | 3,810 | 22,416 | (18,606) | -83.0% | | Provision of alteration and addition works | 31,331 | 82,185 | (50,854) | -61.9% | | Revenue from contracts with customers recognized over time | 35,141 | 104,601 | (69,460) | -66.4% | - As of March 31, 2024, the transaction price allocated to remaining performance obligations was **HK$67,847 thousand**, expected to be recognized within one year[78](index=78&type=chunk) [4. Segment Information](index=18&type=section&id=4.%20Segment%20Information) The Group's operations are primarily focused on a single segment of civil engineering and renovation works in Hong Kong, with Customer B contributing **HK$31,332 thousand** in FY2024, representing the majority of total revenue - The Group's operations are located in Hong Kong, with all revenue and non-current assets derived from Hong Kong[80](index=80&type=chunk) Major Customers | Major Customers | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | – | 19,480 | | Customer B | 31,332 | 81,485 | [5. Net Other Gains or Losses](index=19&type=section&id=5.%20Net%20Other%20Gains%20or%20Losses) In FY2024, the Group recorded a net other loss of **HK$13,287 thousand**, primarily due to fair value changes in financial assets at fair value through profit or loss Net Other Gains or Losses Breakdown | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Fair value changes of financial assets at fair value through profit or loss | (13,287) | (1,386) | | Gain on disposal of property, plant and equipment | – | 796 | | Loss on disposal of right-of-use assets | – | (237) | | Total | (13,287) | (827) | [6. Net Impairment Losses Reversal/(Recognition) under Expected Credit Loss Model](index=19&type=section&id=6.%20Net%20Impairment%20Losses%20Reversal%2F%28Recognition%29%20under%20Expected%20Credit%20Loss%20Model) In FY2024, the Group recognized a net impairment loss reversal of **HK$1,073 thousand** under the expected credit loss model, primarily due to trade receivables reversal offsetting recognition for contract assets and deposits and other receivables Impairment Losses Breakdown | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables written off | (380) | – | | Impairment loss reversal/(recognition) on trade receivables | 2,589 | 2,109 | | Impairment loss reversal/(recognition) on contract assets | (772) | (6,131) | | Impairment loss reversal/(recognition) on deposits and other receivables | (364) | 22 | | Total | 1,073 | (4,000) | [7. Loss Before Tax](index=20&type=section&id=7.%20Loss%20Before%20Tax) In FY2024, the Group's loss before tax was **HK$17,433 thousand**, primarily influenced by increased staff costs and a significant reduction in short-term site equipment lease costs Components of Loss Before Tax | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Finance costs | 720 | 721 | (1) | -0.1% | | Staff costs (including directors' emoluments) | 4,469 | 9,511 | (5,042) | -53.0% | | Auditors' remuneration | 360 | 399 | (39) | -9.8% | | Depreciation of property, plant and equipment | 80 | 80 | 0 | 0.0% | | Lease costs for short-term site equipment | 85 | 2,535 | (2,450) | -96.6% | [8. Income Tax Expense](index=20&type=section&id=8.%20Income%20Tax%20Expense) The Group generated no assessable profits in both FY2024 and FY2023, resulting in no Hong Kong profits tax provision - The Group generated no assessable profits in or derived from Hong Kong, thus no Hong Kong profits tax provision was made for both years[87](index=87&type=chunk) [9. Dividends](index=21&type=section&id=9.%20Dividends) For the year ended March 31, 2024, the Company neither declared nor paid any dividends to its shareholders - For the year ended March 31, 2024, the Company neither declared nor paid any dividends to its shareholders (2023: nil), and no dividends were declared after the reporting period[88](index=88&type=chunk) [10. Loss Per Share](index=21&type=section&id=10.%20Loss%20Per%20Share) Basic and diluted loss per share for FY2024 was **5.78 HK cents**, an increase from 3.30 HK cents in FY2023, reflecting the expanded loss for the year Loss Per Share Calculation | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HK$ thousand) | (17,433) | (9,963) | | Weighted average number of shares for basic and diluted loss per share calculation (thousand shares) | 301,860 | 301,860 | | Loss per share (HK cents) | (5.78) | (3.30) | [11. Trade and Other Receivables](index=21&type=section&id=11.%20Trade%20and%20Other%20Receivables) As of March 31, 2024, total trade and other receivables amounted to **HK$37,695 thousand**, with net trade receivables (after credit loss provision) at **HK$33,398 thousand**, largely overdue by over 365 days but still considered recoverable Trade and Other Receivables Summary | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables from contracts with customers | 47,255 | 46,778 | | Less: provision for credit losses | (13,857) | (16,446) | | Net trade receivables | 33,398 | 30,332 | | Amounts due from securities brokers | 615 | 552 | | Performance bond deposits | 2,812 | 3,177 | | Other receivables, deposits and prepayments | 870 | 965 | | Total | 37,695 | 35,026 | Aging Analysis of Trade Receivables | Aging | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 2,069 | 1,890 | | 31 to 60 days | 275 | 925 | | 61 to 90 days | 699 | – | | 91 to 180 days | 1,747 | 4,130 | | 181 to 365 days | 1,474 | – | | Over 365 days | 27,134 | 23,387 | | Total | 33,398 | 30,332 | - Trade receivables with a carrying amount of approximately **HK$31,329 thousand** (2023: HK$29,158 thousand) were past due at the end of the reporting period, of which **HK$23,134 thousand** (2023: HK$23,387 thousand) were overdue for over one year but still considered recoverable by the directors[93](index=93&type=chunk) [12. Trade and Other Payables](index=22&type=section&id=12.%20Trade%20and%20Other%20Payables) As of March 31, 2024, total trade and other payables amounted to **HK$32,029 thousand**, a slight increase from last year, primarily comprising trade payables and retention money payable Trade and Other Payables Summary | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 12,672 | 10,011 | | Retention money payable | 12,851 | 14,990 | | Provision for long service payments | 928 | 965 | | Amounts due to directors of certain subsidiaries | 24 | 24 | | Accruals and other payables | 5,554 | 4,797 | | Total | 32,029 | 30,787 | Aging Analysis of Trade Payables | Aging | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 2,223 | 2,558 | | 31 to 60 days | 277 | 488 | | 61 to 90 days | 783 | – | | Over 90 days | 9,389 | 6,965 | | Total | 12,672 | 10,011 | [13. Share Capital](index=23&type=section&id=13.%20Share%20Capital) As of March 31, 2024, the Company's authorized share capital was **HK$500,000 thousand**, with issued and fully paid share capital at **HK$48,298 thousand** and **301,860 thousand** shares, unchanged from the previous year Share Capital Structure | Item | Number of Shares (thousand shares) | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | Authorized: Ordinary shares of HK$0.16 each | 500,000 | 500,000 | | Issued and fully paid: As at March 31, 2024 | 301,860 | 48,298 | [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=24&type=section&id=Business%20Review) The Group possesses over **24 years** of civil engineering subcontracting experience in Hong Kong, with core businesses including road and drainage, structural, site formation, and alteration and addition works - The Group has over **24 years** of experience in providing civil engineering services as a subcontractor in Hong Kong[100](index=100&type=chunk) - The principal civil engineering works undertaken include road and drainage works, structural works, site formation works, and alteration and addition works[100](index=100&type=chunk) [Prospects](index=24&type=section&id=Prospects) Looking to 2025, both opportunities and challenges are anticipated; government infrastructure spending will create business opportunities, but geological conditions, weather, client changes, and unforeseen issues may still impact profitability. The Group plans to strengthen its competitive edge, control costs, and assess the feasibility of civil engineering operations in Japan and Thailand to enhance shareholder returns - The year 2025 is expected to present both opportunities and challenges, with government public expenditure on infrastructure creating more business opportunities[101](index=101&type=chunk) - The Group will continue to strengthen its competitive advantages within the civil engineering industry, prudently evaluate projects, and control overall costs[101](index=101&type=chunk) - To enhance shareholder returns, the Group will assess the feasibility of obtaining necessary licenses to commence civil engineering and related operations in other countries such as Japan and Thailand[101](index=101&type=chunk) [Principal Investments](index=24&type=section&id=Principal%20Investments) The Group's principal investments are financial assets at fair value through profit or loss, totaling **HK$22,710 thousand** as of March 31, 2024, representing **27.8%** of total assets. Investment in Wellong Holdings Limited accounted for approximately **11.2%** of total assets but incurred **HK$16,029 thousand** in realized and unrealized losses Principal Investments Summary | Principal Investments | 2024 Realized and Unrealized Losses (HK$ thousand) | 2024 Number of Shares Held (thousand shares) | 2024 Fair Value (HK$ thousand) | 2024 Approximate Percentage of Total Assets (%) | 2023 Fair Value (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Wellong Holdings Limited | 16,029 | 381,660 | 9,160 | 11.2% | 25,189 | | Other listed equity securities | – | – | 13,550 | 16.6% | 10,874 | | Total | – | – | 22,710 | 27.8% | 36,063 | - The Group's investment strategy is to invest in a diversified and flexible portfolio to maximize sustainable long-term returns, aiming for high growth while ensuring continuous stable growth of its traditional businesses[103](index=103&type=chunk) [Financial Review](index=25&type=section&id=Financial%20Review) The Group's FY2024 revenue significantly decreased by **66.4%** to **HK$35,141 thousand** due to intense competition and project completion. Gross profit turned positive from a loss, but expanded net other losses and increased administrative expenses led to a **75%** wider loss for the year, reaching **HK$17,433 thousand** - The Group's total revenue decreased by approximately **HK$69,460 thousand** from approximately HK$104,601 thousand in FY2023 to approximately **HK$35,141 thousand** in FY2024, primarily due to reduced construction projects from intense industry competition and the completion of several large construction projects[105](index=105&type=chunk) - Gross profit reversed from a gross loss of approximately **HK$2,878 thousand** in FY2023 to a gross profit of approximately **HK$1,880 thousand** in FY2024, mainly because gross losses from completed projects were offset by gross profits from new projects[106](index=106&type=chunk) - Other gains or losses changed from a loss of approximately **HK$827 thousand** in FY2023 to a loss of **HK$13,287 thousand** in FY2024, primarily including unrealized losses on financial assets at fair value through profit or loss[115](index=115&type=chunk) - Administrative and other operating expenses increased by **30.5%** from approximately **HK$5,800 thousand** in FY2023 to approximately **HK$7,567 thousand** in FY2024, mainly due to increased staff costs and severance payments[117](index=117&type=chunk) - Loss for the year increased by **HK$7,470 thousand** from approximately **HK$9,963 thousand** in FY2023 to approximately **HK$17,433 thousand** in FY2024, primarily resulting from the net effect of decreased revenue and other income, and increased net losses from other gains or losses[120](index=120&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=28&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2024, the Group's current ratio decreased to approximately **1.6 times**, and its gearing ratio increased to approximately **36%**. Total interest-bearing debt remained at **HK$12,000 thousand**, but liquidity remains adequate with available bank balances and cash - As of March 31, 2024, the Group's current ratio decreased to approximately **1.6 times**, compared to approximately **1.9 times** as of March 31, 2023[121](index=121&type=chunk) - The Group's total interest-bearing debt was approximately **HK$12,000 thousand** as of both March 31, 2024, and March 31, 2023[121](index=121&type=chunk) - As of March 31, 2024, the gearing ratio, calculated as total interest-bearing borrowings and lease liabilities divided by total equity at period-end multiplied by 100%, was approximately **36%** (March 31, 2023: approximately **24%**)[121](index=121&type=chunk) - As of March 31, 2024, the Company's issued and fully paid share capital and total equity attributable to owners of the Company were approximately **HK$48,298 thousand** and **HK$33,117 thousand**, respectively[122](index=122&type=chunk) [Commitments](index=28&type=section&id=Commitments) As of March 31, 2024, the Group had no capital commitments - As of March 31, 2024, the Group had no capital commitments (March 31, 2023: nil HK$)[123](index=123&type=chunk) [Contingent Liabilities](index=28&type=section&id=Contingent%20Liabilities) As of March 31, 2024, the Group had no material contingent liabilities - As of March 31, 2024, the Group had no material contingent liabilities (March 31, 2023: nil HK$)[124](index=124&type=chunk) [Acquisitions and Disposals and Future Plans for Material Investments and Capital Assets](index=29&type=section&id=Acquisitions%20and%20Disposals%20and%20Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) During the reporting period, the Group made no material acquisitions or disposals of subsidiaries and associates, and had no other significant investment or capital asset plans beyond those disclosed - The Group did not undertake any material acquisitions or disposals of subsidiaries and associates during the reporting period[125](index=125&type=chunk) - Save as disclosed in this annual report, the Group had no other plans for material investments or capital assets as of March 31, 2024[125](index=125&type=chunk) [Foreign Exchange Fluctuation Risk](index=29&type=section&id=Foreign%20Exchange%20Fluctuation%20Risk) Given the Group's primary operations in Hong Kong and the Hong Kong dollar's peg to the US dollar, directors consider foreign exchange risk to be very low - The Group's business operations are conducted in Hong Kong, with its transactions, monetary assets, and liabilities denominated in Hong Kong dollars and US dollars[126](index=126&type=chunk) - As the US dollar is pegged to the Hong Kong dollar at an exchange rate of US$1 to HK$7.80, the directors consider the Group's exposure to foreign exchange risk to be very low[126](index=126&type=chunk) [Pledge of the Group's Assets](index=29&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) As of March 31, 2024, the Group's total interest-bearing debt was **HK$12,000 thousand**, with no general bank financing - As of March 31, 2024, the Group's total interest-bearing debt (including bonds payable and lease liabilities) was approximately **HK$12,000 thousand** (2023: HK$12,000 thousand)[127](index=127&type=chunk) - As of March 31, 2024, and March 31, 2023, the Group had no general bank financing[127](index=127&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2024, the Group employed **26** staff, with total staff costs of approximately **HK$4,469 thousand**. Remuneration is determined by qualifications, position, and seniority, offering discretionary bonuses, retirement benefits, and training - As of March 31, 2024, the Group employed approximately **26** staff (March 31, 2023: **33** staff)[128](index=128&type=chunk) - During the reporting period, the Group recorded total staff costs (including directors' emoluments) of approximately **HK$4,469 thousand** (March 31, 2023: approximately **HK$9,511 thousand**)[128](index=128&type=chunk) - Remuneration is determined based on each employee's qualifications, position, and seniority, with benefits including year-end discretionary bonuses, retirement benefits, various training, and subsidies for training courses[128](index=128&type=chunk) [Final Dividend](index=29&type=section&id=Final%20Dividend) The Board recommended no final dividend for the reporting period - The Board recommended no final dividend for the reporting period (2023: nil HK$)[129](index=129&type=chunk) [Events After Reporting Period](index=29&type=section&id=Events%20After%20Reporting%20Period) As of the announcement date, the Board was unaware of any material disclosable events occurring after the reporting period - Save as disclosed in this announcement, the Board was unaware of any material disclosable events occurring after March 31, 2024, up to the date of this announcement[130](index=130&type=chunk) [Compliance with Corporate Governance Code](index=30&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company has complied with all applicable code provisions of the Corporate Governance Code in Appendix 15 of the GEM Listing Rules - The Company has complied with all applicable code provisions contained in the Corporate Governance Code and Corporate Governance Report in Appendix 15 of the GEM Listing Rules[131](index=131&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=30&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities from the listing date up to the announcement date - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities from the listing date up to the date of this announcement[132](index=132&type=chunk) [Competing Interests](index=30&type=section&id=Competing%20Interests) Directors confirmed that during the reporting period and up to the announcement date, no controlling shareholders, directors, or their close associates held interests in any business competing with the Group's operations - The directors confirmed that, during the reporting period and up to the date of this announcement, none of the then controlling shareholders or directors and their respective close associates had any interests in any business that directly or indirectly competes or may compete with the Group's business[133](index=133&type=chunk) [Code of Conduct Regarding Securities Transactions by Directors](index=30&type=section&id=Code%20of%20Conduct%20Regarding%20Securities%20Transactions%20by%20Directors) The Company has adopted the code of conduct as required by the GEM Listing Rules, with all directors confirming full compliance - The Company has adopted the required standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions in shares[134](index=134&type=chunk) - All directors have confirmed their full compliance with the required standards of dealings set out in the code of conduct throughout the period from the listing date up to the date of this announcement[134](index=134&type=chunk) [Share Option Scheme](index=30&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on March 24, 2016, to attract and retain talent. As of March 31, 2024, **26,974,800** share options were granted, with exercise prices ranging from **HK$0.163** to **HK$1.414** and an exercise period of five years from the grant date - The Share Option Scheme was adopted on March 24, 2016, aiming to attract and retain high-caliber employees, provide further incentives, and promote the Group's business success[135](index=135&type=chunk) - As of March 31, 2024, the Company had granted **26,974,800** share options under the Share Option Scheme, all of which are unlisted[136](index=136&type=chunk) Share Options Granted | Category | Date of Grant | Exercise Price per Share Option (HK$) | Exercise Period | Vesting Period | Balance at April 1, 2023 | Balance at March 31, 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Director (Yu Xiao) | 2019年7月11日 | 1.414 | 5 years from grant date | Nil | 891,540 | 891,540 | | Other employees | 2019年7月11日 | 1.414 | 5 years from grant date | Nil | 3,566,160 | 3,566,160 | | Other employees | 2021年7月12日 | 0.315 | 5 years from grant date | Nil | 10,698,480 | 10,698,480 | | Other employees | 2022年3月18日 | 0.163 | 5 years from grant date | Nil | 9,144,000 | 9,144,000 | | Consultants | 2019年7月11日 | 1.414 | 5 years from grant date | Nil | 2,674,620 | 2,674,620 | | Total | – | – | – | – | 26,974,800 | 26,974,800 | [Sufficiency of Public Float](index=32&type=section&id=Sufficiency%20of%20Public%20Float) The Company confirmed compliance with the GEM Listing Rules' minimum public float requirement of **25%** - As of the date of this announcement, the directors confirmed that the Company complied with the minimum public float requirement of **25%** under the GEM Listing Rules[139](index=139&type=chunk) [Audit Committee](index=32&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews financial reporting, internal controls, and audit adequacy, and has reviewed the annual results announcement - The Audit Committee comprises three independent non-executive directors: Mr. Wong Chi Kam (Chairman), Ms. Lau Yin Kam, and Mr. Liu Hung Ho[140](index=140&type=chunk) - The Committee aims to assist the Board in fulfilling its responsibilities by providing independent review and oversight of financial reporting, ensuring the effectiveness of the Group's internal controls, and the adequacy of external and internal audits to its satisfaction[140](index=140&type=chunk) - The Audit Committee has reviewed the audited annual results for the year ended March 31, 2024, and confirmed that this announcement complies with applicable standards[140](index=140&type=chunk) [Publication of Information on the Stock Exchange Website](index=32&type=section&id=Publication%20of%20Information%20on%20the%20Stock%20Exchange%20Website) This announcement and annual report will be published on the Stock Exchange website and the Company's website, and dispatched to shareholders in due course - This announcement will be published on the Stock Exchange website (www.hkex.com.hk) and the Company's website (www.todayir.com/en/showcases.php?code=8217)[141](index=141&type=chunk) - The annual report for the reporting period, containing all information required by the GEM Listing Rules, will be published on the Company's and the Stock Exchange's websites and dispatched to the Company's shareholders in due course[141](index=141&type=chunk)

Revenue Performance - The total revenue for the six months ended September 30, 2023, decreased to approximately HKD 20,533,000, down from HKD 37,787,000 for the same period in 2022, representing a decline of about 45.6%[14] - The decrease in revenue was primarily due to several large construction projects nearing completion and intense industry competition[8] - Revenue for the six months ended September 30, 2023, was HKD 20,533,000, a decrease of 45.5% compared to HKD 37,787,000 for the same period in 2022[51] - Revenue from major clients for the six months ended September 30, 2023, included HKD 3,010,000 from Client 1 and HKD 15,483,000 from Client 3, compared to HKD 8,493,000 and HKD 28,084,000 respectively in 2022, showing a decrease of 64% and 45%[69] Financial Performance - The group's performance improved from a loss of approximately HKD 4,143,000 for the six months ended September 30, 2022, to a profit of approximately HKD 583,000 for the six months ended September 30, 2023[15] - Gross profit for the six months ended September 30, 2023, was HKD 583,000, compared to a gross loss of HKD 4,143,000 for the same period in 2022[51] - Operating loss for the six months ended September 30, 2023, was HKD 19,273,000, compared to an operating profit of HKD 352,000 for the same period in 2022[51] - Net loss attributable to equity holders for the six months ended September 30, 2023, was HKD 19,633,000, compared to a net loss of HKD 369,000 for the same period in 2022[51] - Other income/loss shifted from income of approximately HKD 15,137,000 for the six months ended September 30, 2022, to a loss of approximately HKD 12,639,000 for the six months ended September 30, 2023[16] - The net cash used in operating activities for the six months ended September 30, 2023, was HKD (6,179,000), compared to HKD (3,605,000) for the same period in 2022, indicating a 71% increase in cash outflow[57] Cost Management - Administrative expenses decreased from approximately HKD 10,642,000 for the six months ended September 30, 2022, to approximately HKD 7,217,000 for the six months ended September 30, 2023, primarily due to a reduction in professional fees and expected credit losses[17] - Financing costs decreased from approximately HKD 721,000 for the six months ended September 30, 2022, to approximately HKD 360,000 for the six months ended September 30, 2023[18] - The total employee cost for the six months ended September 30, 2023, was approximately HKD 2,898,000, down from approximately HKD 5,115,000 for the six months ended September 30, 2022[30] - The impairment losses recognized for the six months ended September 30, 2023, were HKD 5,348,000, compared to HKD 7,485,000 in 2022, indicating a reduction of 29%[73] Investment and Future Prospects - The government has committed to an average annual capital expenditure exceeding HKD 100 billion from 2024 to 2028, which is expected to create more market opportunities[9] - The company has recently secured several projects that are anticipated to ensure sustainable development and enhance employee loyalty[8] - The company plans to assess the feasibility of obtaining licenses to operate civil engineering and related operations in countries such as Japan and Thailand[9] - The company aims to maintain a diversified investment portfolio and closely monitor investment performance and market trends to adjust its investment strategy accordingly[12] - The company remains confident about its prospects for the coming years despite challenges such as difficult geological conditions and adverse weather[9] Corporate Governance and Compliance - The company has complied with all applicable corporate governance codes as per GEM Listing Rules during the reporting period[39] - The company has established an audit committee to oversee financial reporting and internal controls, consisting of three independent non-executive directors[50] Client Dependency and Risks - The company's revenue is heavily reliant on a small number of clients, with the top five clients contributing approximately 100% of total revenue for the six months ended September 30, 2023, and the largest client accounting for about 75.4% of total revenue[33] - The company faces significant risks, including reliance on a limited number of clients, potential cash flow issues, and the impact of adverse weather conditions on operations[33] Shareholder Information - The board recommended not to declare an interim dividend for the six months ended September 30, 2023, and September 30, 2022[31] - The company has issued a total of 26,974,800 stock options under its stock option plan, with each option granting the holder the right to subscribe for one share at HKD 0.16[43] - The company has not purchased, sold, or redeemed any of its listed securities during the six months ended September 30, 2023[38] - The company granted a total of 26,974,800 share options to employees and consultants, aimed at retaining and incentivizing non-employees to enhance company value[47] Asset and Liability Management - Total assets as of September 30, 2023, were HKD 92,538,000, down from HKD 105,191,000 as of March 31, 2023[53] - Current liabilities increased to HKD 61,902,000 as of September 30, 2023, compared to HKD 54,964,000 as of March 31, 2023[53] - The company's non-current assets are located entirely in Hong Kong, with all revenue derived from local clients[68] - The company did not acquire or dispose of any property, plant, and equipment during the six months ended September 30, 2023[80]

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 部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 WMHW Holdings Limited 萬 民 好 物 控 股 有 限 公 司 （前稱「Luen Wong Group Holdings Limited聯旺集團控股有限公司」） （於開曼群島註冊成立的有限公司） （股份代號：8217） 截至二零二三年九月三十日止六個月之 中期業績公告 萬民好物控股有限公司（前稱「聯旺集團控股有限公司」）（「本公司」，連同其附屬 公司稱為「本集團」）董事（「董事」）會（「董事會」）欣然公佈本集團截至二零二三 年九月三十日止六個月之未經審核業績。本公告載有本公司二零二三年中期報告 全文，乃符合香港聯合交易所有限公司GEM證券上市規則（「GEM上市規則」）中 有關中期業績初步公告附載資料之相關要求。 承董事會命 萬民好物控股有限公司 執行董事 余曉 香港，二零二三年十一月十四日 於本公告日期，執行董事為陳健先生及余曉女士；獨立非執行董事為黃智瑾先生、 劉燕欽女士及廖洪浩先生 ...

Financial Performance - For the three months ended June 30, 2023, the company's revenue was approximately HKD 12,700,000, a decrease of about HKD 7,200,000 compared to the same period in 2022[4] - The company reported a profit of approximately HKD 700,000 for the three months ended June 30, 2023, reversing a loss of approximately HKD 2,500,000 in the same period of 2022[4] - The total comprehensive loss attributable to equity holders of the company for the three months ended June 30, 2023, was approximately HKD 9,900,000, a decrease of about HKD 200,000 compared to the same period in 2022[4] - Basic and diluted loss per share for the three months ended June 30, 2023, was approximately HKD 0.0329, compared to earnings of approximately HKD 0.0335 per share in the same period of 2022[4] - Total revenue for the three months ended June 30, 2023, decreased to approximately HKD 12,651,000 from approximately HKD 19,896,000 for the same period in 2022, a reduction of about 36.5%[28] - The gross profit turned from a loss of approximately HKD 2,486,000 for the three months ended June 30, 2022, to a profit of approximately HKD 663,000 for the same period in 2023[29] - Operating loss for the three months ended June 30, 2023, was HKD 9,581,000, slightly improved from an operating loss of HKD 9,749,000 in the same period of 2022[6] - The company reported a loss attributable to equity holders of approximately HKD 9,941,000 for the three months ended June 30, 2023, compared to a loss of approximately HKD 10,110,000 for the same period in 2022, a reduction of about 1.7%[35] Dividends and Shareholder Returns - The company did not recommend the payment of an interim dividend for the three months ended June 30, 2023[4] - The company has not declared an interim dividend for the three months ended June 30, 2023, and June 30, 2022[21] - No dividends were declared for the interim period ending June 30, 2023[44] - As of June 30, 2023, the company has issued a total of 1,671,540 shares, with directors holding 0.55% of the issued share capital[36] - The company has granted a total of 26,974,800 stock options under its stock option plan, with the exercise price for each share set at HKD 0.04[47] - The stock options granted to employees and consultants are aimed at retaining and incentivizing them to enhance company value[51] Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated financial statements for the three months ending June 30, 2023, and found them compliant with applicable accounting standards[54] - The company has complied with all applicable corporate governance code provisions during the reporting period[42] - There were no purchases, sales, or redemptions of the company's listed securities during the three months ending June 30, 2023[41] - No significant matters requiring disclosure have occurred after June 30, 2023, up to the report date[53] - The company has not disclosed any interests or short positions held by directors or senior management in the company's shares as of June 30, 2023[38] - The company has not reported any major shareholders holding interests in shares or related securities that require disclosure[39] Future Prospects and Market Opportunities - The company has confidence in future prospects due to securing several projects, which are expected to ensure sustainable development[26] - The government has committed to an average annual capital works expenditure exceeding HKD 100 billion from 2023 to 2028, which is expected to create more market opportunities[25] - The company plans to assess the feasibility of obtaining licenses for civil engineering operations in countries such as Japan and Thailand to enhance shareholder returns[26] Company Background - The company primarily engages in civil engineering and investment holding[11] - The company was incorporated in the Cayman Islands and listed on the GEM of the Hong Kong Stock Exchange on April 12, 2016[12] - The executive directors are Ms. Liu Yongyu and Ms. Yu Xiao, with independent non-executive directors including Mr. Huang Zhijin, Ms. Liu Yanqun, and Mr. Liao Honghao[56] - The first quarter report for 2023 was released on August 14, 2023[57] Tax and Financing - The company’s income tax expense remained stable at zero for both the three months ended June 30, 2022, and June 30, 2023[33] - The company’s financing costs slightly decreased from approximately HKD 361,000 for the three months ended June 30, 2022, to approximately HKD 360,000 for the same period in 2023[32]

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 部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 LUEN WONG GROUP HOLDINGS LIMITED 聯 旺 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8217） 截至二零二三年六月三十日止三個月的 第一季度業績公告 聯旺集團控股有限公司（「本公司」，連同其附屬公司稱為「本集團」）董事（「董事」） 會（「董事會」）欣然公佈本集團截至二零二三年六月三十日止三個月之未經審核 業績。本公告載有本公司二零二三年第一季度報告全文，乃符合香港聯合交易所 有限公司GEM證券上市規則（「GEM上市規則」）中有關季度業績初步公告附載資 料之相關要求。 承董事會命 聯旺集團控股有限公司 執行董事 劉詠愉 香港，二零二三年八月十四日 於本公告日期，執行董事為劉詠愉女士及余曉女士，而獨立非執行董事為黃智瑾 先生、劉燕欽女士及廖洪浩先生。 ...

Financial Performance - Total revenue increased from approximately HKD 92,754,000 to about HKD 104,601,000, representing an increase of approximately 12.8%[9] - The company's revenue for the nine months ending January 31, 2023, was approximately HKD 115,600,000, with a pre-tax loss of about HKD 37,900,000[17] - Total revenue increased from approximately HKD 92,754,000 to about HKD 104,601,000, representing an increase of approximately 12.8% due to the resumption of construction projects post-COVID-19[19] - Gross loss for the reporting period was approximately HKD 2,878,000, a reversal from a gross profit of about HKD 1,043,000 in the previous year[20] - Other income increased from approximately HKD 119,000 to about HKD 4,263,000, primarily due to government subsidies related to the employment support scheme[28] - Administrative and other operating expenses decreased by approximately HKD 4,829,000 or 45.4% to about HKD 5,800,000, mainly due to reduced employee costs[31] - The net loss for the year decreased from approximately HKD 20,147,000 to about HKD 9,963,000, attributed to increased revenue and reduced operating expenses[35] Capital and Debt Management - The fair value of major investments as of March 31, 2023, was approximately HKD 36,063,000, accounting for 34.2% of total assets[15] - Total interest-bearing debt decreased from approximately HKD 12,155,000 on March 31, 2022, to approximately HKD 12,000,000 on March 31, 2023[36] - The capital debt ratio as of March 31, 2023, was approximately 24%, up from about 20% on March 31, 2022[36] - The company had no capital commitments or significant contingent liabilities as of March 31, 2023[38][39] - The issued and paid-up capital as of March 31, 2023, was approximately HKD 48,297,600, with total equity attributable to owners of the company at approximately HKD 50,550,000[37] Corporate Governance - The board consists of five directors, including two executive directors and three independent non-executive directors[63] - The company held six board meetings during the reporting period, with attendance records showing that all independent non-executive directors attended all meetings[74] - The company has adopted a nomination policy to ensure that new board members possess relevant business, financial, and management skills[64] - The board has implemented a diversity policy, considering factors such as gender, age, cultural background, and professional experience when appointing members[69] - The company has confirmed full compliance with the trading code for securities transactions by all directors since the listing date[75] - The chairman and CEO roles are clearly separated to ensure balanced power distribution within the company[71] - The nomination committee regularly evaluates potential vacancies on the board and identifies suitable candidates[65] - The board is responsible for reviewing and monitoring compliance with legal and regulatory requirements[62] Risk Management and Compliance - The company has established a risk management policy that includes the identification, assessment, and management processes for key business risks[99] - The board is responsible for reviewing and approving the effectiveness and adequacy of the group's risk management and internal control systems[104] - The company has adopted an insider information disclosure policy to ensure compliance with confidentiality requirements and disclosure obligations[102] - The compliance officer was appointed on May 31, 2022, to oversee compliance matters within the company[97] - The company has no internal audit department; the board directly oversees risk management and internal control systems with the assistance of the audit committee[102] Environmental, Social, and Governance (ESG) - The environmental, social, and governance (ESG) report highlights the company's commitment to sustainable development and corporate social responsibility, adhering to relevant laws and regulations[119] - Key performance indicators for ESG are established to ensure measurable and comparable data, emphasizing the importance of transparency and accountability[118] - The company conducts regular internal assessments to identify significant ESG issues, focusing on employment, health and safety, labor standards, supply chain management, product responsibility, and community investment[125] - The board of directors oversees the company's ESG governance, ensuring the establishment of effective risk management and internal control systems[120] - Stakeholder engagement is prioritized, with communication channels established to address the needs and concerns of investors, employees, customers, suppliers, and the community[122] Employee Management and Development - The company employed 33 full-time and part-time staff in Hong Kong as of March 31, 2023, an increase from 29 in 2022 and a decrease from 67 in 2021[147] - The company emphasizes the importance of training and development, offering regular training programs to enhance employees' skills and knowledge[154] - The company has a zero-tolerance policy for any form of unfair dismissal and is dedicated to maintaining a fair and inclusive work environment[145] - The company encourages open communication between employees and management regarding career development and workplace concerns[147] Community Engagement and Contributions - The company donated a total of HKD 458,000 to support community welfare and cultural development initiatives in 2023[168] - Total cash donations for community investment amounted to HKD 458,000 in 2023, down from HKD 1,008,000 in 2022[173] Stock Options and Employee Incentives - As of March 31, 2023, the company has granted a total of 26,974,800 stock options under the stock option plan[195] - The stock options granted are non-listed and each option allows the holder to subscribe for one share at a price of HKD 0.04[195] - The stock option plan aims to attract and retain talented employees and incentivize various stakeholders[192] - The company must obtain prior shareholder approval if the number of options granted to any individual exceeds 1% of the issued shares[192]

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，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 LUEN WONG GROUP HOLDINGS LIMITED 聯 旺 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8217） 有關截至二零二三年三月三十一日止年度之年度報告之 澄清公告 茲提述聯旺集團控股有限公司（「本公司」）日期為二零二三年六月二十七日之截 至二零二三年三月三十一日止年度之年度報告（「年報」）。除另有界定者外，本公 告所用詞彙與年報所界定者具相同涵義。 董事謹此澄清年報第2頁所載「公司資料」一節「香港股份過戶登記分處」應按以下 方式修訂及取代： 卓佳證券登記有限公司 香港 夏慤道16號 遠東金融中心17樓 除上文披露者外，年報所載所有其他資料及內容維持不變。 承董事會命 聯旺集團控股有限公司 執行董事 ...

Luen Wong Group Holdings Limited 聯旺集團控股有限公 司 (於開曼群島註冊成立的有限公司) 股份代號 : 8217 2023 年 報 香港聯合交易所有限公司（「聯交所」）GEM 的特色 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依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」）規定提供的詳情，旨在提供有關聯旺集團控股 有限公司（「本公司」）及其附屬公司（統稱「本集團」）的資料，而董事（「董事」）願就本報告共同及個別承擔全 部責任。董事經作出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重大方面均屬準確及完整， 並無誤導或欺詐成分，亦無遺漏其他事項致使本報告內任何陳述或本報告產生誤導。 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論及分析 | 4 | | 董事及高級管理層履歷 | 10 | | 企業管治報告 | 12 | | 環境、社會及管治報告 | 2 ...

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 部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 LUEN WONG GROUP HOLDINGS LIMITED 聯 旺 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8217） 截至二零二三年三月三十一日止年度之 全年業績公告 聯旺集團控股有限公司（「本公司」）之董事（「董事」）會（「董事會」）欣然公佈本公 司及其附屬公司（統稱「本集團」）截至二零二三年三月三十一日止年度之全年業 績連同比較數字。本公告載有本公司二零二三年年度報告全文，符合香港聯合交 易所有限公司GEM證券上市規則（「GEM上市規則」）有關隨附全年業績初步公告 的資料的相關規定。本公司二零二三年年度報告印刷本將適時寄發予本公司股東， 並於本公司網站(www.todayir.com/en/showcases.php?code=8217)及香港聯合交易所 有限公司網站(www.hkexnews.hk)可供查閱。 承董事會命 聯旺集團控股有限公司 執行董事 ...

Financial Performance - For the three months ended December 31, 2022, the group's revenue was HKD 38,591,000, an increase of 38.7% compared to HKD 27,827,000 for the same period in 2021[5] - The gross profit for the nine months ended December 31, 2022, was HKD 5,392,000, a decrease of 60.8% from HKD 14,248,000 in the previous year[5] - The operating loss for the three months ended December 31, 2022, was HKD 9,241,000, compared to an operating profit of HKD 138,000 in the same period of 2021[5] - The net loss attributable to equity holders for the nine months ended December 31, 2022, was HKD 9,970,000, compared to a loss of HKD 5,446,000 in the previous year[5] - The basic and diluted loss per share for the three months ended December 31, 2022, was HKD 3.18, compared to HKD 0.17 for the same period in 2021[5] - The group’s total comprehensive loss for the nine months ended December 31, 2022, was HKD 9,970,000, compared to HKD 5,446,000 in the previous year[7] - The group’s total revenue for the nine months ended December 31, 2022, was HKD 76,378,000, a slight decrease of 1.1% from HKD 77,230,000 in the previous year[5] - The gross profit turned from a profit of approximately HKD 882,000 for the nine months ended December 31, 2021, to a loss of approximately HKD 33,000 for the same period in 2022, indicating a significant decline in project progress[25] - Other income decreased from approximately HKD 10,619,000 for the nine months ended December 31, 2021, to approximately HKD 5,392,000 for the same period in 2022, primarily due to reduced fair value gains on listed securities[26] - The loss attributable to equity holders of the company increased from approximately HKD 5,446,000 for the nine months ended December 31, 2021, to approximately HKD 9,970,000 for the same period in 2022, reflecting a significant increase in losses[31] Expenses and Costs - The group reported a financing cost of HKD 1,081,000 for the nine months ended December 31, 2022, slightly down from HKD 1,090,000 in the previous year[5] - The company's administrative and other operating expenses for the three months ended December 31, 2022, were HKD 3,606,000, compared to HKD 3,380,000 in the same period of 2021[5] - Administrative and other operating expenses decreased from approximately HKD 15,857,000 for the nine months ended December 31, 2021, to approximately HKD 14,248,000 for the same period in 2022, a reduction of about 10.1%[27] - Financing costs slightly decreased from approximately HKD 1,090,000 for the nine months ended December 31, 2021, to approximately HKD 1,081,000 for the same period in 2022[29] Shareholder Information - The total equity attributable to equity holders as of December 31, 2022, was HKD 75,944,000, a decrease from HKD 60,513,000 as of April 1, 2022[7] - As of December 31, 2022, the total number of shares held by directors includes 1,671,540 shares by Yu Xiao, representing 0.55% of the company's issued share capital[33] - The company has not purchased, sold, or redeemed any of its listed securities during the nine months ending December 31, 2022[38] - The board of directors has proposed not to declare an interim dividend for the nine months ending December 31, 2022[41] - The company has granted stock options totaling 27,866,340, with 891,540 options held by each of four employees and 1,069,848 options held by each of ten employees[43][45] - No major shareholders or directors have disclosed any interests or short positions in shares or related securities as of December 31, 2022[34] Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated financial statements for the nine months ending December 31, 2022, ensuring compliance with applicable accounting standards[46] - The company has confirmed that there are no competing interests from controlling shareholders or directors in any business that directly or indirectly competes with the group[36] - The company has complied with all applicable corporate governance code provisions as per GEM Listing Rules during the reporting period[39] - The stock option plan was adopted to retain and motivate consultants, with no other remuneration paid for their services[44] Future Prospects - The company has secured several projects recently, which are expected to ensure sustainable development and enhance employee loyalty[22] - The government has committed to an average annual capital works expenditure exceeding HKD 100 billion from 2023 to 2027, which is expected to create more business opportunities in the market[21] - The company plans to assess the feasibility of obtaining licenses to operate civil engineering and related operations in other countries such as Japan and Thailand[22] - The company remains confident about its future prospects despite challenges such as difficult geological conditions and adverse weather affecting project profitability[22] Post-Reporting Events - There are no significant post-reporting date events from December 31, 2022, to the date of this quarterly report[37]