Company Information [Company Information Overview](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99%E6%A6%82%E8%A6%BD) This chapter provides basic company information for Luen Wong Group Holdings Limited, including board members, committee compositions, registered office, principal place of business, share registrar, auditor, and principal bankers, confirming the company's stock code is 8217 - Board members include Executive Directors Ms. Lau Wing Yu, Ms. Yu Hiu, and Independent Non-executive Directors Mr. Liu Hung Ho, Ms. Lau Yin Kam, Mr. Wong Chi Kam[6](index=6&type=chunk) - Audit Committee, Remuneration Committee, and Nomination Committee have been established, with Independent Non-executive Directors serving as chairmen[6](index=6&type=chunk) - The company's stock code is **8217**, listed on GEM of The Stock Exchange of Hong Kong Limited[7](index=7&type=chunk) Management Discussion and Analysis [Business Review and Prospects](index=5&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%89%8D%E6%99%AF) The Group has over 22 years of civil engineering experience in Hong Kong, but revenue decreased for the six months ended September 30, 2022, due to project completion and COVID-19; management remains confident, planning to enhance competitiveness, control costs, and explore business opportunities in Japan and Thailand - The Group primarily provides civil engineering services in Hong Kong, including road and drainage, structural, and site formation works[9](index=9&type=chunk) - Revenue for the six months ended September 30, 2022, decreased compared to the same period last year, mainly due to certain large construction projects nearing completion and COVID-19 outbreak impacting project progress[9](index=9&type=chunk) - Looking ahead, the Group will continue to strengthen its competitive advantages, prudently evaluate projects, control overall costs, and assess the feasibility of obtaining necessary licenses for civil engineering and related operations in other countries like Japan and Thailand[10](index=10&type=chunk) [Principal Investments](index=6&type=section&id=%E4%B8%BB%E8%A6%81%E6%8A%95%E8%B3%87) As of September 30, 2022, the Group's principal investments in financial assets at fair value through profit or loss totaled HKD 49,601 thousand, representing 40% of total assets, with an investment in Wellong Holdings Limited accounting for 28%; the Group will maintain a diversified portfolio and closely monitor market trends Principal Investments Overview (As of September 30, 2022) | Principal Investments in Financial Assets at FVTPL | Fair Value as of September 30, 2022 (HKD thousands) | Approximate Percentage of Total Assets | | :--------------------------------- | :----------------------------------- | :------------------- | | Wellong Holdings Limited | 34,731 | 28% | | Other Listed Equity Securities | 14,870 | 12% | | **Total** | **49,601** | **40%** | - Wellong Holdings Limited is primarily engaged in construction and building engineering, money lending, securities investment, and asset management businesses[12](index=12&type=chunk) - The Group will continue to maintain a diversified investment portfolio and closely monitor its investment performance and market trends to adjust its investment strategy[13](index=13&type=chunk) [Financial Review](index=6&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's financial performance for the six months ended September 30, 2022, showed decreased revenue and a shift from gross profit to gross loss, but a significant improvement in loss for the period due to a substantial increase in other income and reduced administrative expenses [Revenue](index=6&type=section&id=%E6%94%B6%E7%9B%8A) The Group's revenue, entirely from civil engineering services, decreased by 23.5% from HKD 49,403 thousand to HKD 37,787 thousand for the six months ended September 30, 2022, primarily due to large projects nearing completion and COVID-19 impacts Revenue Comparison (HKD thousands) | Metric | For the six months ended September 30, 2022 | For the six months ended September 30, 2021 | Change Amount | Change (%) | | :--- | :------------------------- | :------------------------- | :------- | :----- | | Revenue | 37,787 | 49,403 | (11,616) | (23.5%)| - Revenue decrease was mainly due to certain large construction projects nearing completion and COVID-19 outbreak affecting project progress[14](index=14&type=chunk) [Gross Profit and Gross Margin](index=7&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E6%AF%9B%E5%88%A9%E7%8E%87) The Group's performance shifted from a gross profit of HKD 1,610 thousand in the prior period to a gross loss of HKD 4,143 thousand for the six months ended September 30, 2022, indicating a significant deterioration in profitability Gross Profit/(Loss) Comparison (HKD thousands) | Metric | For the six months ended September 30, 2022 | For the six months ended September 30, 2021 | Change Amount | | :--- | :------------------------- | :------------------------- | :------- | | Gross Profit/(Loss) | (4,143) | 1,610 | (5,753) | - Gross profit margins vary significantly across projects, primarily attributable to the cost-plus pricing model[16](index=16&type=chunk) [Other Income/(Loss)](index=7&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E2%95%9D%EF%BC%88%E虧%E6%90%8D%EF%BC%89) The Group's other income significantly increased by 137.5% from HKD 6,373 thousand to HKD 15,137 thousand, primarily driven by increased unrealized gains from listed securities investments, higher severance payment refunds, and increased government subsidies Other Income/(Loss) Comparison (HKD thousands) | Metric | For the six months ended September 30, 2022 | For the six months ended September 30, 2021 | Change Amount | Change (%) | | :--- | :------------------------- | :------------------------- | :------- | :----- | | Other Income/(Loss) | 15,137 | 6,373 | 8,764 | 137.5% | - The increase was mainly due to increased unrealized gains from investments in listed securities, increased refunds of severance payments, and increased subsidies received under the Employment Support Scheme launched by the HKSAR Government[17](index=17&type=chunk) [Administrative Expenses](index=7&type=section&id=%E8%A1%8C%E6%94%BF%E9%96%8B%E6%94%AF) Administrative expenses decreased by 14.7% to HKD 10,642 thousand, primarily due to reduced professional fees and no share-based payments recognized during the period, partially offset by an increase in expected credit losses Administrative Expenses Comparison (HKD thousands) | Metric | For the six months ended September 30, 2022 | For the six months ended September 30, 2021 | Change Amount | Change (%) | | :--- | :------------------------- | :------------------------- | :------- | :----- | | Administrative Expenses | 10,642 | 12,477 | (1,835) | (14.7%)| - The decrease was a net effect of a decrease in professional fees of approximately **HKD 1,555 thousand**, a decrease in share-based payments recognized to **zero** (2021: **HKD 1,782 thousand**), and an increase in recognized expected credit losses of approximately **HKD 7,485 thousand** (2021: **HKD 4,869 thousand**)[18](index=18&type=chunk) [Finance Costs](index=7&type=section&id=%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) Finance costs remained stable, decreasing slightly by HKD 7 thousand to HKD 721 thousand Finance Costs Comparison (HKD thousands) | Metric | For the six months ended September 30, 2022 | For the six months ended September 30, 2021 | Change Amount | | :--- | :------------------------- | :------------------------- | :------- | | Finance Costs | 721 | 728 | (7) | [Income Tax Expense](index=7&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) The Group's income tax expense was zero in both reporting periods as no taxable profits were generated during the period - Income tax expense remained at **zero** for the six months ended September 30, 2021, and 2022, due to no taxable profits generated during the period[20](index=20&type=chunk) [Loss for the Period](index=8&type=section&id=%E6%9C%9F%E5%85%A7%E虧%E6%90%8D) Loss for the period significantly improved by 92.9% from HKD 5,222 thousand to HKD 369 thousand, primarily due to the net effect of increased gross loss, increased other income, and decreased administrative expenses Loss for the Period Comparison (HKD thousands) | Metric | For the six months ended September 30, 2022 | For the six months ended September 30, 2021 | Change Amount | Change (%) | | :--- | :------------------------- | :------------------------- | :------- | :----- | | Loss for the Period | (369) | (5,222) | 4,853 | 92.9% (Improvement)| - The improvement in loss mainly resulted from the net effect of increased gross loss, increased other income, and decreased administrative expenses[22](index=22&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E6%94%BF%E8%B3%87%E6%BA%90) As of September 30, 2022, the Group's current ratio remained stable at approximately 1.92 times, total interest-bearing debts slightly decreased, and the gearing ratio remained at approximately 20%, indicating sufficient liquidity - The current ratio increased from approximately **1.71 times** as of March 31, 2022, to approximately **1.92 times** as of September 30, 2022, remaining stable[23](index=23&type=chunk) - Total interest-bearing debts (including bank overdrafts and finance lease liabilities) decreased from approximately **HKD 12,155 thousand** as of March 31, 2022, to approximately **HKD 12,000 thousand** as of September 30, 2022[23](index=23&type=chunk) - The gearing ratio was approximately **20%**, consistent with March 31, 2022, indicating the Group has sufficient liquidity[23](index=23&type=chunk) [Capital Structure](index=8&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) As of September 30, 2022, the company's issued and fully paid share capital was approximately HKD 48,298 thousand, and total equity attributable to owners of the company was approximately HKD 60,144 thousand Capital Structure (As of September 30, 2022) | Metric | Amount (HKD thousands) | | :--- | :---------- | | Issued and Fully Paid Share Capital | 48,298 | | Total Equity Attributable to Owners of the Company | 60,144 | [Commitments](index=8&type=section&id=%E6%89%BF%E6%93%94) As of September 30, 2022, the Group had no capital commitments - As of September 30, 2022, the Group had no capital commitments[25](index=25&type=chunk) [Future Plans for Material Investments and Capital Assets](index=8&type=section&id=%E6%9C%89%E9%97%9C%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E4%B9%8B%E6%9C%AA%E4%BE%86%E8%A8%88%E5%8A%83) Other than those disclosed in this report, the Group has no other future plans for material investments and capital assets - Other than those disclosed in this report, the Group has no other plans for material investments and capital assets[26](index=26&type=chunk) [Contingent Liabilities](index=9&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of September 30, 2022, the Group had no significant contingent liabilities - As of September 30, 2022, the Group had no significant contingent liabilities[28](index=28&type=chunk) [Material Investments, Acquisitions and Disposals](index=9&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) Other than those disclosed in the "Principal Investments" section, the Group had no material investments, acquisitions, or disposals of subsidiaries and associated companies during the six months ended September 30, 2022 - Other than those disclosed in the "Principal Investments" section of this report, the Group had no material investments, acquisitions, or disposals of subsidiaries and associated companies during the six months ended September 30, 2022[29](index=29&type=chunk) [Exchange Rate Fluctuation Risk](index=9&type=section&id=%E5%8C%AF%E7%8E%87%E6%B3%A2%E5%8B%95%E9%A2%A8%E9%9A%AA) As the Group's operations are primarily in Hong Kong and the Hong Kong Dollar is pegged to the US Dollar, the Directors believe the Group faces minimal foreign exchange risk and currently has no foreign currency hedging policy - The Group's business operations are conducted in Hong Kong, with transactions, monetary assets, and liabilities denominated in HKD and USD[30](index=30&type=chunk) - As the US Dollar is pegged to the Hong Kong Dollar at an exchange rate of **USD 1 to HKD 7.80**, the Directors believe the Group faces minimal foreign exchange risk[30](index=30&type=chunk) - The Group currently has no foreign currency hedging policy for foreign currency transactions, assets, and liabilities[30](index=30&type=chunk) [Pledge of the Group's Assets](index=9&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E7%9A%84%E6%8A%B5%E6%8A%BC) As of September 30, 2022, the Group's total interest-bearing debts (including finance lease liabilities) were zero, indicating no assets were pledged - As of September 30, 2022, the Group's total interest-bearing debts (including finance lease liabilities) were **zero**[31](index=31&type=chunk) [Employees and Remuneration Policy](index=9&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of September 30, 2022, the Group employed 38 staff with total staff costs of approximately HKD 8,115 thousand; remuneration is determined by qualifications, position, and seniority, with discretionary bonuses, retirement benefits, and training subsidies provided to attract and retain talent Employee Headcount and Cost Comparison | Metric | As of September 30, 2022 | As of March 31, 2022 | | :--- | :---------------- | :---------------- | | Employee Headcount | 38 | 43 | | Metric | For the six months ended September 30, 2022 (HKD thousands) | For the six months ended September 30, 2021 (HKD thousands) | | :--- | :-------------------------------- | :-------------------------------- | | Total Staff Costs | 8,115 | 13,007 | - Remuneration is determined based on each employee's qualifications, position, and seniority, with year-end discretionary bonuses based on Group and individual performance[32](index=32&type=chunk) - The Group provides retirement benefits, various training, and subsidies for training courses, and adopts an annual review mechanism to assess employee performance[32](index=32&type=chunk) [Interim Dividend](index=9&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board recommended no interim dividend for the six months ended September 30, 2022, and 2021 - The Board recommended no interim dividend for the six months ended September 30, 2022, and 2021[33](index=33&type=chunk) [Key Risks and Uncertainties](index=10&type=section&id=%E4%B8%BB%E8%A6%81%E9%A2%A8%E9%9A%AA%E5%8F%8A%E4%B8%8D%E7%A2%BA%E5%AE%9A%E5%9B%A0%E7%B4%A0) The Group faces multiple risks, including high customer concentration, liquidity risk, inaccurate tender price estimates, cash flow mismatch, reliance on key personnel, and adverse weather impacts on outdoor operations - High customer concentration: For the six months ended September 30, 2022, the top five customers contributed approximately **100%** of total revenue, with the largest customer accounting for approximately **74.3%** of total revenue[35](index=35&type=chunk) - Liquidity risk: Failure to assign receivables or generate sufficient cash could significantly and adversely affect liquidity and financial position[35](index=35&type=chunk) - Profitability risk: Errors or inaccuracies in estimating project duration and costs when determining tender prices, or rising construction costs, could adversely affect profitability or lead to significant losses[35](index=35&type=chunk) - Talent reliance risk: The Group relies heavily on the contributions of senior management and internal professionals; failure to timely recruit and retain suitable talent could have an adverse impact[35](index=35&type=chunk) - Operational risk: Business operations are conducted outdoors and are affected by weather conditions; adverse weather could lead to operational disruptions, reduced revenue, and profitability[35](index=35&type=chunk) [Disclosure of Interests](index=11&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) This section discloses the long positions of Directors and Chief Executives in the company's shares and related shares, with Executive Director Ms. Yu Hiu holding 0.55% interest, and confirms no other major shareholders hold disclosable interests or short positions apart from the Directors [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company](index=11&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E6%AC%8A%E8%AD%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of September 30, 2022, Executive Director Ms. Yu Hiu held 0.55% of the company's issued share capital, including ordinary shares and unlisted share options; Independent Non-executive Directors Mr. Liu Hung Ho and Ms. Lau Yin Kam each held 0.26% of ordinary shares Directors' and Chief Executives' Long Positions in Shares and Underlying Shares of the Company (As of September 30, 2022) | Director Name | Number of Ordinary Shares/Underlying Shares (Personal Interest) | Total | Percentage of Company's Issued Share Capital | | :--- | :------------------------- | :--- | :------------------- | | Yu Hiu (Ordinary Shares) | 780,000 | 1,671,540 | 0.55% | | Yu Hiu (Unlisted Share Options) | 891,540 | | | | Liu Hung Ho (Ordinary Shares) | 780,000 | 780,000 | 0.26% | | Lau Yin Kam (Ordinary Shares) | 780,000 | 780,000 | 0.26% | [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=12&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E6%96%BC%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of September 30, 2022, no other persons, apart from the Directors and Chief Executives of the Company, had notified the Company of any interests or short positions in the shares or underlying shares required to be entered in the register - Apart from the Directors and Chief Executives of the Company, no other persons had notified the Company of any interests or short positions in the shares or underlying shares of the Company required to be entered in the register[38](index=38&type=chunk) [Competing Interests](index=12&type=section&id=%E7%AB%B6%E7%88%AD%E6%AC%8A%E7%9B%8A) The Directors confirm that as of September 30, 2022, and up to the date of this report, no controlling shareholder or Director and their close associates had any interest in any business that competes with the Group's business - The Directors confirm that no controlling shareholder or Director and their respective close associates had any interest in any business that directly or indirectly competes or may compete with the Group's business[39](index=39&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=12&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended September 30, 2022 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended September 30, 2022[40](index=40&type=chunk) [Corporate Governance Code](index=12&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Company confirms that it has complied with all applicable code provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules for the six months ended September 30, 2022, and up to the date of this report - The Company has complied with all applicable code provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix 15 to the GEM Listing Rules[41](index=41&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=12&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%93%8D%E5%AE%88%E5%AE%88%E5%89%87) The Company has adopted a code of conduct as required by the GEM Listing Rules, and all Directors confirm full compliance with this code during the reporting period - 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 the Company's shares[42](index=42&type=chunk) - All Directors have confirmed their full compliance with the required standards for dealing set out in the code of conduct for the six months ended September 30, 2022, and up to the date of this report[42](index=42&type=chunk) [Disclosure Required under Rule 17.50(2) of the GEM Listing Rules](index=12&type=section&id=%E6%A0%B9%E6%93%9AGEM%E4%B8%8A%E5%B8%82%E8%A6%8F%E5%89%87%E7%AC%AC17.50(2)%E6%A2%9D%E8%A6%8F%E5%AE%9A%E4%BD%9C%E5%87%BA%E6%8A%AB%E9%9C%B2) As of the date of this report, the Directors confirm that there are no other matters concerning the appointment of Directors that require disclosure under Rule 17.50(2) of the GEM Listing Rules - As of the date of this report, there are no other matters concerning the appointment of Directors that need to be brought to the attention of shareholders, nor any information concerning the Directors that requires disclosure under Rule 17.50(2) of the GEM Listing Rules[43](index=43&type=chunk) [Share Option Scheme](index=13&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The Company adopted a share option scheme in 2016, and as of September 30, 2022, 26,974,800 unlisted share options were granted with an exercise price of HKD 0.16 each; these options were granted to Directors, employees, and consultants to retain and incentivize them to enhance company value - The Company's share option scheme was adopted on **March 24, 2016**, with terms determined in accordance with Chapter 23 of the GEM Listing Rules[45](index=45&type=chunk) Share Option Overview (As of September 30, 2022) | Category | Balance as of April 1, 2022 (units) | Lapsed During the Period (units) | Balance as of September 30, 2022 (units) | | :--- | :----------------------- | :-------------- | :----------------------- | | Directors | 891,540 | (891,540) | 891,540 | | Other Employees | 23,408,640 | – | 23,408,640 | | Consultants | 2,674,620 | – | 2,674,620 | | **Total** | **27,866,340** | **(891,540)** | **26,974,800** | - Share options have been granted to Directors, employees, and consultants as incentives to encourage their continued service to the Group and maintain long-term relationships with them[47](index=47&type=chunk) [Events After Reporting Period](index=14&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) The Board is not aware of any significant events requiring disclosure that occurred after September 30, 2022, up to the date of this report - The Board is not aware of any significant events requiring disclosure that occurred after September 30, 2022, up to the date of this report[49](index=49&type=chunk) [Audit Committee](index=14&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Company's Audit Committee comprises three independent non-executive Directors, with Mr. Wong Chi Kam as Chairman; the Committee has reviewed the Group's unaudited consolidated financial statements for the six months ended September 30, 2022, and found them to be in compliance with applicable accounting standards and Listing Rules - The Audit Committee comprises three independent non-executive Directors, Mr. Liu Hung Ho, Mr. Wong Chi Kam, and Ms. Lau Yin Kam, with Mr. Wong Chi Kam serving as Chairman[50](index=50&type=chunk) - The Audit Committee has reviewed the Group's unaudited consolidated financial statements for the six months ended September 30, 2022, and believes the results comply with applicable accounting standards, the requirements of the GEM Listing Rules, and other applicable legal requirements[50](index=50&type=chunk) Condensed Consolidated Statement of Comprehensive Income (Unaudited) [Condensed Consolidated Statement of Comprehensive Income (Unaudited)](index=15&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) For the six months ended September 30, 2022, the Group's loss for the period significantly improved by 92.9% to HKD 369 thousand; despite a 23.5% decrease in revenue and a shift to gross loss, this was primarily due to a substantial increase in other income and reduced administrative expenses; basic and diluted loss per share also improved from 5.39 HK cents to 0.12 HK cents Key Data from Condensed Consolidated Statement of Comprehensive Income (For the six months ended September 30, HKD thousands) | Metric | 2022 | 2021 | Change Amount | Change (%) | | :--- | :----- | :----- | :------- | :----- | | Revenue | 37,787 | 49,403 | (11,616) | (23.5%)| | Gross Profit/(Loss) | (4,143) | 1,610 | (5,753) | (357.3%)| | Other Income/(Loss) | 15,137 | 6,373 | 8,764 | 137.5% | | Administrative and Other Operating Expenses | (10,642) | (12,477) | 1,835 | (14.7%)| | Operating Profit/(Loss) | 352 | (4,494) | 4,846 | 107.8% (Improvement)| | Profit/(Loss) for the Period | (369) | (5,222) | 4,853 | 92.9% (Improvement)| | Basic and Diluted Earnings/(Loss) Per Share (HK cents) | (0.12) | (5.39) | 5.27 | 97.8% (Improvement)| - The significant improvement in loss for the period was mainly attributable to a substantial increase in other income, particularly realized and unrealized gains from financial assets at fair value through profit or loss[52](index=52&type=chunk) Condensed Consolidated Statement of Financial Position (Unaudited) [Condensed Consolidated Statement of Financial Position (Unaudited)](index=16&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) As of September 30, 2022, the Group's total assets slightly decreased, mainly due to reductions in trade and other receivables and cash and cash equivalents, partially offset by an increase in financial assets at fair value through profit or loss; current liabilities significantly decreased, especially amounts payable to a former shareholder, resulting in relatively stable net current assets and total equity attributable to owners of the company Key Data from Condensed Consolidated Statement of Financial Position (HKD thousands) | Metric | As of September 30, 2022 | As of March 31, 2022 | Change Amount | Change (%) | | :--- | :------------- | :------------- | :------- | :----- | | Non-current Assets | 1,211 | 1,350 | (139) | (10.3%)| | Current Assets | 122,815 | 142,997 | (20,182) | (14.1%)| | **Total Assets** | **124,026** | **144,347** | **(20,321)** | **(14.1%)**| | Current Liabilities | 63,882 | 83,834 | (19,952) | (23.8%)| | Net Current Assets | 58,933 | 59,163 | (230) | (0.4%) | | **Total Equity Attributable to Owners of the Company** | **60,144** | **60,513** | **(369)** | **(0.6%)**| - Within current assets, trade and other receivables significantly decreased from **HKD 55,241 thousand** to **HKD 25,461 thousand**, and cash and cash equivalents decreased from **HKD 8,201 thousand** to **HKD 4,596 thousand**, while financial assets at fair value through profit or loss increased from **HKD 36,499 thousand** to **HKD 49,601 thousand**[54](index=54&type=chunk) - The decrease in current liabilities was mainly due to a reduction in amounts payable to a former shareholder from **HKD 42,964 thousand** to **HKD 20,042 thousand**[54](index=54&type=chunk) Condensed Consolidated Statement of Changes in Equity (Unaudited) [Condensed Consolidated Statement of Changes in Equity (Unaudited)](index=17&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) For the six months ended September 30, 2022, total equity attributable to owners of the company slightly decreased by HKD 369 thousand to HKD 60,144 thousand; this was primarily due to the loss for the period, partially offset by a reduction in share-based payment reserve due to lapsed share options Key Data from Condensed Consolidated Statement of Changes in Equity (As of September 30, HKD thousands) | Metric | Balance as of April 1, 2022 | Share Options Lapsed During the Period | Loss and Total Comprehensive Loss for the Period | Balance as of September 30, 2022 | | :--- | :------------------- | :------------- | :--------------------- | :------------------- | | Share Capital | 48,298 | – | – | 48,298 | | Share Premium | 60,696 | – | – | 60,696 | | Share-based Payment Reserve | 6,462 | (433) | – | 6,029 | | Accumulated Losses | (69,163) | 433 | (369) | (69,099) | | **Total Equity Attributable to Owners of the Company** | **60,513** | **–** | **(369)** | **60,144** | - The decrease in total equity was mainly due to the **loss for the period of HKD 369 thousand**, partially offset by a **reduction of HKD 433 thousand** in share-based payment reserve due to lapsed share options[55](index=55&type=chunk) Condensed Consolidated Statement of Cash Flows (Unaudited) [Condensed Consolidated Statement of Cash Flows (Unaudited)](index=18&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) For the six months ended September 30, 2022, net cash used in operating activities significantly improved, decreasing from an outflow of HKD 9,724 thousand in the prior period to an outflow of HKD 3,605 thousand; there was no net cash from investing or financing activities during the period, resulting in a net decrease in cash and cash equivalents of HKD 3,605 thousand, with an ending cash balance of HKD 4,596 thousand Key Data from Condensed Consolidated Statement of Cash Flows (For the six months ended September 30, HKD thousands) | Metric | 2022 | 2021 | Change Amount | | :--- | :----- | :----- | :------- | | Net Cash Used in Operating Activities | (3,605) | (9,724) | 6,119 (Improvement)| | Net Cash Generated from Investing Activities | – | – | 0 | | Net Cash Generated from Financing Activities | – | 2,527 | (2,527) | | Net Decrease in Cash and Cash Equivalents | (3,605) | (7,197) | 3,592 (Improvement)| | Cash and Cash Equivalents at End of Period | 4,596 | 8,375 | (3,779) | - Net cash used in operating activities significantly improved, indicating enhanced efficiency in managing operating cash flow[57](index=57&type=chunk) - There was no net cash from investing or financing activities during the period, contrasting with the prior period's net cash from financing activities of **HKD 2,527 thousand**[57](index=57&type=chunk) Notes to the Unaudited Interim Financial Report [1. General Information](index=19&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) This note states that Luen Wong Group Holdings Limited was incorporated in the Cayman Islands in 2015 and listed on GEM of the Stock Exchange in 2016, primarily engaged in investment holding and civil engineering services in Hong Kong - The Company was incorporated in the Cayman Islands on **October 16, 2015**, and listed on GEM of the Stock Exchange on **April 12, 2016**[59](index=59&type=chunk)[61](index=61&type=chunk) - The Group is principally engaged in the provision of civil engineering services and investment holding[60](index=60&type=chunk) [2. Basis of Preparation](index=19&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) This unaudited interim financial report is prepared in accordance with HKAS 34 and applicable GEM Listing Rules, with consistent accounting policies as the annual consolidated financial statements, reviewed by the Audit Committee but not audited by the auditor - This report is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the GEM Listing Rules[62](index=62&type=chunk) - The accounting policies used are consistent with those adopted in the Group's annual consolidated financial statements for the year ended March 31, 2022[62](index=62&type=chunk) - The unaudited interim financial report has not been audited by the Company's auditor but has been reviewed by the Company's Audit Committee[64](index=64&type=chunk) [3. Revenue](index=19&type=section&id=3.%20%E6%94%B6%E7%9B%8A) The Group's revenue represents the consideration received and receivable for providing civil engineering services - Revenue represents the consideration received and receivable for the provision of civil engineering services[65](index=65&type=chunk) [4. Segment Information](index=20&type=section&id=4.%20%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's operating activities constitute a single reportable and operating segment, primarily focused on providing civil engineering services; all revenue and non-current assets are from Hong Kong; customer concentration is high, with Customer 3 being the largest revenue contributor for the six months ended September 30, 2022 [(a) Geographical Information](index=20&type=section&id=(a)%20%E5%9C%B0%E7%90%86%E8%B3%87%E6%96%99) The Group's operations, all revenue, and non-current assets are located in Hong Kong - The Group's operations are located in Hong Kong, and all the Group's revenue is derived from customers in Hong Kong. The Group's non-current assets are located in Hong Kong[68](index=68&type=chunk) [(b) Major Customers](index=20&type=section&id=(b)%20%E4%B8%BB%E8%A6%81%E5%AE%A2%E6%88%B6) For the six months ended September 30, 2022, Customer 3's revenue contribution significantly increased to HKD 28,084 thousand, becoming the largest customer, while Customer 1's contribution substantially decreased Major Customer Revenue Contribution (For the six months ended September 30, HKD thousands) | Customer | 2022 | 2021 | | :--- | :----- | :----- | | Customer 1 | 8,493 | 28,780 | | Customer 2 | – | 7,897 | | Customer 3 | 28,084 | 7,501 | - For the six months ended September 30, 2022, Customer 3's revenue contribution significantly increased, while Customer 1's contribution substantially decreased[69](index=69&type=chunk) [5. Other Income/(Loss)](index=20&type=section&id=5.%20%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E2%95%9D%EF%BC%88%E虧%E6%90%8D%EF%BC%89) For the six months ended September 30, 2022, other income was HKD 15,137 thousand, primarily contributed by realized and unrealized gains from financial assets at fair value through profit or loss of HKD 13,102 thousand, in addition to government subsidies and refunded severance payments Other Income/(Loss) Details (For the six months ended September 30, HKD thousands) | Item | 2022 | 2021 | | :--- | :----- | :----- | | Excess Provision for Severance Payments | 1,080 | 159 | | Realized and Unrealized Gains/(Losses) from Fair Value Changes of Financial Assets at FVTPL | 13,102 | 6,209 | | Subsidies Granted by HKSAR Government | 512 | – | | Refund of Employee Compensation Claims | 413 | – | | Miscellaneous Income | 30 | 5 | | **Total** | **15,137** | **6,373** | - Realized and unrealized gains from fair value changes of financial assets at fair value through profit or loss were the main component of other income, increasing from **HKD 6,209 thousand** in 2021 to **HKD 13,102 thousand** in 2022[70](index=70&type=chunk) [6. Finance Costs](index=21&type=section&id=6.%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) For the six months ended September 30, 2022, finance costs were HKD 721 thousand, primarily consisting of interest on bonds payable Finance Costs Details (For the six months ended September 30, HKD thousands) | Item | 2022 | 2021 | | :--- | :----- | :----- | | Interest on Bonds Payable | 720 | 720 | | Finance Charges on Lease Liabilities | 1 | 8 | | **Total** | **721** | **728** | [7. Profit/(Loss) Before Income Tax](index=21&type=section&id=7.%20%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9%E2%95%9D%EF%BC%88%E虧%E6%90%8D%EF%BC%89) This note lists expenses deducted in calculating profit/(loss) before income tax, including depreciation, impairment losses recognized under the expected credit loss model (HKD 7,485 thousand in 2022, significantly higher than 2021), site equipment rental costs, and zero share-based payment expenses in 2022 Items Deducted in Calculating Profit/(Loss) Before Income Tax (For the six months ended September 30, HKD thousands) | Item | 2022 | 2021 | | :--- | :----- | :----- | | Depreciation | 140 | 209 | | Impairment Losses Recognized under ECL Model (Net of Reversals) | 7,485 | 4,869 | | Site Equipment Rental Costs (Included in Cost of Sales) | 1,374 | 4,196 | | Share-based Payment Expenses | – | 1,782 | - Impairment losses recognized under the expected credit loss model increased from **HKD 4,869 thousand** in 2021 to **HKD 7,485 thousand** in 2022[73](index=73&type=chunk) - Share-based payment expenses were **zero** in 2022, compared to **HKD 1,782 thousand** in 2021[73](index=73&type=chunk) [8. Income Tax Expense](index=21&type=section&id=8.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) The Group's income tax expense was zero for the six months ended September 30, 2022, and 2021, as no taxable profits were generated during the period - The Group's income tax expense remained at **zero** for the six months ended September 30, 2021, and 2022, due to no taxable profits generated during the period[74](index=74&type=chunk)[75](index=75&type=chunk) [9. Employee Benefit Expenses (Including Directors' Emoluments)](index=22&type=section&id=9.%20%E5%83%B1%E5%93%A1%E7%A6%8F%E5%88%A9%E9%96%8B%E6%94%AF%EF%BC%88%E5%8C%85%E6%8B%AC%E8%91%A3%E4%BA%8B%E9%85%AC%E9%87%91%EF%BC%89) For the six months ended September 30, 2022, total employee benefit expenses (including Directors' emoluments) were HKD 5,115 thousand, a significant decrease from HKD 13,007 thousand in the prior period, mainly due to reduced salaries, wages, and other benefits Employee Benefit Expenses Details (For the six months ended September 30, HKD thousands) | Item | 2022 | 2021 | Change Amount | Change (%) | | :--- | :----- | :----- | :------- | :----- | | Salaries, Wages and Other Benefits | 4,965 | 12,619 | (7,654) | (60.7%)| | Contributions to Defined Contribution Retirement Schemes | 150 | 388 | (238) | (61.3%)| | **Total** | **5,115** | **13,007** | **(7,892)** | **(60.7%)**| [10. Dividends](index=22&type=section&id=10.%20%E8%82%A1%E6%81%AF) The Board recommended no interim dividend for the six months ended September 30, 2022, and 2021 - The Board recommended no interim dividend for the six months ended September 30, 2022, and 2021[78](index=78&type=chunk) [11. Earnings/(Loss) Per Share](index=22&type=section&id=11.%20%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9%E2%95%9D%EF%BC%88%E虧%E6%90%8D%EF%BC%89) For the six months ended September 30, 2022, basic and diluted loss per share attributable to owners of the company significantly improved to 0.12 HK cents (2021: 5.39 HK cents), reflecting the reduced loss for the period; diluted loss per share equals basic loss per share as there were no potentially dilutive ordinary shares Earnings/(Loss) Per Share Calculation (For the six months ended September 30) | Metric | 2022 | 2021 | | :--- | :----- | :----- | | Profit/(Loss) for the Period Attributable to Owners of the Company (HKD thousands) | (369) | (5,222) | | Weighted Average Number of Ordinary Shares (thousands of shares) | 301,860 | 96,900 | | **Basic and Diluted Earnings/(Loss) Per Share (HK cents)** | **(0.12)** | **(5.39)** | - As there were no potentially dilutive ordinary shares for the periods ended September 30, 2022, and 2021, the diluted loss per share is equal to the basic loss per share[79](index=79&type=chunk) [12. Property, Plant and Equipment](index=22&type=section&id=12.%20%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) For the six months ended September 30, 2022, the Group did not acquire or dispose of any property, plant, and equipment - For the six months ended September 30, 2022, the Group did not acquire or dispose of any property, plant, and equipment[80](index=80&type=chunk) [13. Contract Assets](index=23&type=section&id=13.%20%E5%90%88%E7%B4%84%E8%B3%87%E7%94%A2) As of September 30, 2022, contract assets slightly increased to HKD 40,231 thousand, primarily representing retention receivables from construction contracts; of this, HKD 29,765 thousand is expected to be recovered after one year Contract Assets Details (HKD thousands) | Item | As of September 30, 2022 | As of March 31, 2022 | | :--- | :------------- | :------------- | | Retention Receivables from Construction Contracts | 40,309 | 39,689 | | Less: Allowance for Credit Losses | (78) | (33) | | **Contract Assets** | **40,231** | **39,656** | - The amount of contract assets expected to be recovered after one year is **HKD 29,765 thousand**, all related to retention money[83](index=83&type=chunk) [14. Trade and Other Receivables](index=23&type=section&id=14.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of September 30, 2022, trade and other receivables significantly decreased by 53.9% to HKD 25,461 thousand, mainly due to a 63.3% reduction in trade receivables (net of allowance); the allowance for credit losses increased, and trade receivables over 365 days significantly decreased Trade and Other Receivables Details (HKD thousands) | Item | As of September 30, 2022 | As of March 31, 2022 | Change Amount | Change (%) | | :--- | :------------- | :------------- | :------- | :----- | | Trade Receivables (Net of Allowance) | 18,385 | 50,095 | (31,710) | (63.3%)| | Amount Due from a Securities Broker | 203 | 203 | 0 | 0% | | Performance Bond Deposits | 2,981 | 3,154 | (173) | (5.5%) | | Other Receivables, Deposits and Prepayments | 4,559 | 2,456 | 2,103 | 85.6% | | Less: Prepayments Classified as Non-current Portion | (667) | (667) | 0 | 0% | | **Total** | **25,461** | **55,241** | **(29,780)** | **(53.9%)**| Ageing Analysis of Trade Receivables (HKD thousands) | Ageing | As of September 30, 2022 | As of March 31, 2022 | | :--- | :------------- | :------------- | | 0 to 30 days | 1,510 | 6,444 | | 31 to 60 days | 851 | 1,443 | | 61 to 90 days | 598 | – | | 91 to 180 days | 4,025 | – | | 181 to 365 days | 439 | 1,772 | | Over 365 days | 10,962 | 40,436 | | **Total** | **18,385** | **50,095** | - The Group generally grants credit terms of **30 to 45 days** to its customers[86](index=86&type=chunk) [15. Trade and Other Payables](index=24&type=section&id=15.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of September 30, 2022, trade and other payables increased by 14.6% to HKD 28,291 thousand, primarily due to a substantial increase in accrued expenses and other payables, while trade payables decreased Trade and Other Payables Details (HKD thousands) | Item | As of September 30, 2022 | As of March 31, 2022 | Change Amount | Change (%) | | :--- | :------------- | :------------- | :------- | :----- | | Trade Payables | 6,829 | 8,613 | (1,784) | (20.7%)| | Retention Payables | 11,786 | 11,171 | 615 | 5.5% | | Long Service Payment Provision | 966 | 965 | 1 | 0.1% | | Amounts Due to Directors of Certain Subsidiaries | 1,169 | 1,145 | 24 | 2.1% | | Accruals and Other Payables | 7,541 | 2,794 | 4,747 | 170.0% | | **Total** | **28,291** | **24,688** | **3,603** | **14.6%**| Ageing Analysis of Trade Payables (HKD thousands) | Ageing | As of September 30, 2022 | As of March 31, 2022 | | :--- | :------------- | :------------- | | 0 to 30 days | 2,299 | 5,724 | | 31 to 60 days | 847 | 585 | | 61 to 90 days | 1,053 | 292 | | Over 90 days | 2,630 | 2,012 | | **Total** | **6,829** | **8,613** | - The Group is granted credit terms of **0 to 30 days** by its suppliers[88](index=88&type=chunk) [16. Share Capital](index=25&type=section&id=16.%20%E8%82%A1%E6%9C%AC) As of September 30, 2022, the Company's authorized and issued and fully paid share capital remained unchanged at HKD 80,000 thousand and HKD 48,298 thousand, respectively Share Capital Details (HKD thousands) | Item | Number of Shares (thousands of shares) | Share Par Value (HKD thousands) | | :--- | :------------- | :------------- | | Authorized Share Capital (Par Value HKD 0.16 per share) | 500,000 | 80,000 | | Issued and Fully Paid Share Capital (Par Value HKD 0.16 per share) | 301,860 | 48,298 | - There were no changes in authorized share capital and issued and fully paid share capital between **April 1, 2022**, and **September 30, 2022**[89](index=89&type=chunk)

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 2022 第一季度業績報告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM 的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的 市場。有意投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM 上市的公司一般為中小型公司，在GEM 買賣的證券可能會承受較於主板買賣的證券為 高的市場波動風險，同時亦無法保證在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，而本公司董事（「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 ...

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 2022 年 報 香港聯合交易所有限公司（「聯交所」）GEM 的特色 GEM 的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的市場。有意投 資者應瞭解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM 上市的公司一般為中小型公司，在GEM 買賣的證券可能會承受較於主板買賣的證券為高的市場波動 風險，同時亦無法保證在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 ...

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 第三季度 業績報告 2021 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM 的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的 市場。有意投資者應瞭解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM 上市公司的一般為中小型公司，在GEM 買賣的證券可能會承受較於主板買賣的證券為 高的市場波動風險，同時亦無法保證於在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；而本公司董事（「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 ...

中期報告 2021 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的市 場。有意投資者應瞭解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM上市的公司一般為中小型公司，在GEM買賣的證券可能會承受較於主板買賣的證券為高 的市場波動風險，同時亦無法保證在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，而本公司董事（「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。 1 聯旺集團控股有限公司 Lu ...

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 第一季度 業績報告 2021 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM 的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的 市場。有意投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM 上市的公司一般為中小型公司，在GEM 買賣的證券可能會承受較於主板買賣的證券為 高的市場波動風險，同時亦無法保證在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，而本公司董事（「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 ...

Corporate Overview [Corporate Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides the company's basic information, including Board members, committee compositions, company secretary, registered office, principal place of business, auditor, and principal bankers - The Board of Directors comprises Executive Directors Mr. So Kwok Hung (Chairman) and Ms. Yu Xiao, and three Independent Non-executive Directors Mr. Wong Chi Kin, Ms. Lau Yin Hing, and Mr. Liu Hong Hao[7](index=7&type=chunk) - The company's auditor is K.Y. Sun & Co. Certified Public Accountants Limited[8](index=8&type=chunk) Chairman's Statement [Chairman's Statement](index=5&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) The Chairman, Mr. So Kwok Hung, reviews the fiscal year ended March 31, 2021, noting a significant revenue decline due to project completions and COVID-19, but expresses confidence in future prospects with newly secured projects Annual Total Revenue Change | Fiscal Year | Total Revenue (Approx.) | | :--- | :--- | | Year ended March 31, 2020 | HK$354,884,000 | | Year ended March 31, 2021 | HK$168,300,000 | - The substantial decrease in total revenue was mainly due to: 1) the completion phase of several large-scale construction projects; and 2) the negative impact of the COVID-19 pandemic on Hong Kong's construction industry, leading to temporary site suspensions[11](index=11&type=chunk) - Looking ahead, the government's commitment to annual capital works expenditure exceeding **HK$100 billion** in the coming years is expected to maintain a stable level of construction projects, and the Group is confident in its future prospects due to recently secured projects[12](index=12&type=chunk) Management Discussion and Analysis [Business Review and Prospects](index=6&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E8%88%87%E5%89%8D%E6%99%AF) With over 21 years of civil engineering subcontracting experience in Hong Kong, the Group's business covers roads, drainage, structural works, site formation, and renovation, and it plans to explore overseas markets like Japan and Thailand to enhance shareholder returns - The Group is principally engaged in four types of civil engineering services: (i) road and drainage works; (ii) structural engineering; (iii) site formation works; and (iv) fitting-out and renovation works[16](index=16&type=chunk) - To enhance shareholder returns, the Group plans to assess the feasibility of obtaining civil engineering licenses and commencing business in other countries such as Japan and Thailand[17](index=17&type=chunk) [Major Investments](index=6&type=section&id=%E4%B8%BB%E8%A6%81%E6%8A%95%E8%B3%87) The Group holds financial assets at fair value through profit or loss, primarily in Hong Kong-listed equity securities, with a total fair value of approximately HK$32.133 million, representing 19.7% of total assets as of March 31, 2021 Overview of Major Listed Equity Securities Investments (as of March 31, 2021) | Major Investment | Realised and Unrealised Gain (HK$'000) | Fair Value (HK$'000) | Approx. % of Total Assets | | :--- | :--- | :--- | :--- | | Wui Loong Holdings Limited | 3,435 | 14,121 | 8.7% | | Other listed equity securities | - | 18,012 | 11.0% | | **Total** | - | **32,133** | **19.7%** | [Financial Review](index=7&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This fiscal year, the Group's total revenue significantly decreased to HK$168 million, recording a gross loss of HK$2.283 million, yet the annual loss narrowed substantially from HK$55.567 million to HK$13.13 million, mainly due to effective control of administrative expenses, increased other income from government subsidies, and higher income tax credits Financial Performance Summary | Financial Metric | FY2021 (HK$'000) | FY2020 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 168,300 | 354,884 | ↓ 52.6% | | Gross Loss | (2,283) | (20,196) | Loss narrowed | | Other Income | 8,034 | 851 | ↑ 844% | | Administrative & Other Operating Expenses | (8,667) | (18,549) | ↓ 53.3% | | Loss for the Year | (13,130) | (55,567) | Loss narrowed | - The decrease in revenue was mainly due to the completion of several large construction projects and the impact of the COVID-19 pandemic, with contracts on hand decreasing from 22 (totaling approx. **HK$790 million**) to 7 (totaling approx. **HK$477 million**)[22](index=22&type=chunk) - The significant increase in other income was primarily from a government subsidy of approximately **HK$6.413 million** related to the Employment Support Scheme provided by the Hong Kong Government[29](index=29&type=chunk) - The reduction in administrative expenses was mainly attributable to decreases in depreciation, staff costs, and share-based payment expenses[34](index=34&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=10&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E6%94%BF%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) As of March 31, 2021, the Group's liquidity ratio improved from 1.1 to 1.3 times, total interest-bearing debt increased to approximately HK$12.411 million, and the gearing ratio was about 50%, with its capital base strengthened by a share placement raising net proceeds of approximately HK$5.1 million - The current ratio increased from approximately **1.1 times** as of March 31, 2020, to approximately **1.3 times** as of March 31, 2021[40](index=40&type=chunk) - The gearing ratio (interest-bearing borrowings and lease liabilities / total equity) was approximately **50%**, compared to approximately 2% in the prior year[40](index=40&type=chunk) - In September 2020, the company completed a placement of 62,400,000 ordinary shares, raising net proceeds of approximately **HK$5.1 million**, which were fully used for the Group's general working capital and to improve its cash position[42](index=42&type=chunk) [Employees, Remuneration Policy, and Dividends](index=11&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96%E8%88%87%E8%82%A1%E6%81%AF) As of March 31, 2021, the Group's employee count decreased from 110 to approximately 67, with a corresponding drop in total staff costs, and the Board has recommended not to declare a final dividend for the reporting period Employee and Cost Changes | Metric | As of March 31, 2021 | As of March 31, 2020 | | :--- | :--- | :--- | | Number of Employees | Approx. 67 | 110 | | Total Staff Costs | Approx. HK$40,294,000 | Approx. HK$76,356,000 | - The Board recommended **no final dividend** for the reporting period, consistent with the previous year[52](index=52&type=chunk) Biographical Details of Directors and Senior Management [Biographical Details of Directors and Senior Management](index=12&type=section&id=%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 details the personal resumes of the company's executive and independent non-executive directors, including their age, professional experience, academic background, and roles within the Group - Executive Director Mr. So Kwok Hung, aged 39, has over fifteen years of experience in the construction industry and is responsible for the Group's overall management and supervision[54](index=54&type=chunk) - Executive Director Ms. Yu Xiao, aged 40, has over ten years of experience in the civil engineering and real estate construction industry and holds a bachelor's degree in civil engineering[55](index=55&type=chunk) - Independent Non-executive Director Mr. Wong Chi Kin is a certified public accountant with over seven years of experience in auditing and accounting[57](index=57&type=chunk) Corporate Governance Report [Corporate Governance Practices and the Board](index=14&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) The Group is committed to high standards of corporate governance, complying with the GEM Listing Rules' code provisions during the period with only one deviation regarding an INED's absence from the AGM - During the reporting period, the company complied with all applicable provisions of the Corporate Governance Code, with one deviation: Independent Non-executive Director Mr. Dai Qian was unable to attend the AGM on September 28, 2020, due to other commitments[66](index=66&type=chunk) - The Board consists of five directors, including two Executive Directors (Mr. So Kwok Hung, Ms. Yu Xiao) and three Independent Non-executive Directors (Mr. Wong Chi Kin, Mr. Liu Hong Hao, Ms. Lau Yin Hing), in compliance with Listing Rules requirements[70](index=70&type=chunk) - The company has adopted a board diversity policy, considering factors such as gender, age, cultural background, and professional experience in director selection[76](index=76&type=chunk) [Board Committees](index=18&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83) The Board has established Audit, Remuneration, and Nomination Committees to assist in its duties, with each committee having met and fulfilled its responsibilities during the reporting period Board Committee Composition and Chairmanship | Committee | Chairman | Membership Composition | | :--- | :--- | :--- | | Audit Committee | Mr. Wong Chi Kin | 3 Independent Non-executive Directors | | Remuneration Committee | Mr. Wong Chi Kin | 2 Independent Non-executive Directors, 1 Executive Director | | Nomination Committee | Mr. So Kwok Hung | 1 Executive Director, 2 Independent Non-executive Directors | - The Audit Committee held 4 meetings during the reporting period to review financial reports and discuss internal control matters[92](index=92&type=chunk)[94](index=94&type=chunk) - The Remuneration and Nomination Committees each held 2 meetings during the reporting period, fulfilling their respective terms of reference[97](index=97&type=chunk)[103](index=103&type=chunk) [Internal Control and Risk Management](index=23&type=section&id=%E5%85%A7%E9%83%A8%E7%9B%A3%E6%8E%A7%E5%8F%8A%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The Board is responsible for establishing, maintaining, and reviewing the Group's risk management and internal control systems, with an annual review by an external consultant finding no material issues - The Board is directly responsible for the Group's risk management and internal control systems and reviews their effectiveness with the assistance of the Audit Committee[111](index=111&type=chunk) - The Group has engaged an external internal control consultant for an annual review, which covered civil engineering procedures and identified no issues with a material impact on financial, operational, or compliance matters[111](index=111&type=chunk) [Shareholder Rights and Communication](index=24&type=section&id=%E8%82%A1%E6%9D%B1%E6%AC%8A%E5%88%A9%E8%88%87%E6%BA%9D%E9%80%9A) The report outlines procedures for shareholders to convene special general meetings and propose resolutions, and details the Group's dividend policy and communication channels with investors - Shareholders holding not less than one-tenth of the paid-up capital carrying voting rights may make a written request for the Board to convene a special general meeting[116](index=116&type=chunk) - The company has adopted a dividend policy, but dividend payments are not guaranteed and are at the full discretion of the Board, based on multiple factors including financial performance and capital requirements[119](index=119&type=chunk)[120](index=120&type=chunk)[124](index=124&type=chunk) Environmental, Social and Governance (ESG) Report [Environmental Aspect](index=27&type=section&id=%E7%92%B0%E5%A2%83%E5%B1%A4%E9%9D%A2) The Group is committed to environmentally friendly operations and compliance with relevant regulations, implementing various measures for energy saving, waste management, and resource efficiency, with no major environmental non-compliance incidents reported Environmental Performance Indicators (For the year ended March 31, 2021) | Key Performance Indicator | Quantity | Unit | | :--- | :--- | :--- | | Total GHG Emissions | 1,254.4 | tonnes of CO2e | | GHG Intensity | 7.45 | tonnes of CO2e/million revenue | | Total Energy Consumption | 5,055.4 | MWh equivalent | | Energy Intensity | 30.04 | MWh equivalent/million revenue | | Water Consumption | 25 | m³ | - The Group has implemented policies and measures to promote energy conservation and emission reduction, including paperless meetings, regular maintenance of construction machinery for fuel efficiency, and dust control measures on-site[136](index=136&type=chunk) - During the reporting period, the Group identified no non-compliance with laws and regulations that have a significant impact on the Group relating to air and GHG emissions, noise control, water and land discharge, or waste generation[140](index=140&type=chunk) [Social Aspect](index=30&type=section&id=%E7%A4%BE%E6%9C%83%E5%B1%A4%E9%9D%A2) The Group values its employees and is committed to providing a fair, safe, and healthy work environment, strictly adhering to labor laws and recording zero work-related fatalities, though 705 workdays were lost due to work injuries - As of March 31, 2021, the Group had approximately 67 employees in Hong Kong[146](index=146&type=chunk) Health and Safety Data (FY2021) | Indicator | Quantity | | :--- | :--- | | Number of work-related fatalities | Zero | | Lost days due to work injury | 705 | - The Group strictly complies with the Employment Ordinance and verifies the identity and registration of construction workers before hiring to prevent child and forced labor[154](index=154&type=chunk) [Operational Practices and Community](index=33&type=section&id=%E7%87%9F%E9%81%8B%E5%B8%B8%E8%A6%8F%E8%88%87%E7%A4%BE%E5%8D%80) The Group emphasizes supply chain management with all suppliers based in Hong Kong, implements strict quality assurance, upholds high ethical standards against corruption, and actively participates in community activities - The Group has implemented assessment procedures for 232 suppliers, all of whom were located in Hong Kong during the reporting period to reduce the carbon footprint[156](index=156&type=chunk) - The Group strictly complies with anti-corruption regulations and received no notices of non-compliance regarding corruption or money laundering during the reporting period[158](index=158&type=chunk)[161](index=161&type=chunk) - During the year, the Group donated **HK$3,000** to the charity "Ming Kin Association" to support the Hong Kong construction industry[163](index=163&type=chunk)[164](index=164&type=chunk) Report of the Directors [Principal Business and Risks](index=35&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99%E8%88%87%E9%A2%A8%E9%9A%AA) The Group is principally engaged in providing civil engineering services, with no significant changes in the nature of its business, and faces key risks including high customer concentration, project cost misestimation, and reliance on key management personnel - The Group's principal risks include: - **High customer concentration**: The five largest customers accounted for 99.8% of total revenue - Inaccurate project cost estimation could impair profitability - Cash flow mismatch risk - Reliance on senior management and professional talent - Outdoor operations are subject to weather conditions[173](index=173&type=chunk)[178](index=178&type=chunk) [Share Capital and Share Option Scheme](index=37&type=section&id=%E8%82%A1%E6%9C%AC%E8%88%87%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The company's share capital structure changed during the period due to a share placement, and a total of 56,160,000 share options were outstanding under its incentive scheme as of the period end - As of March 31, 2021, the company's reserves available for distribution to shareholders amounted to approximately **HK$1,951,000**[182](index=182&type=chunk) - As of the reporting date, 56,160,000 share options had been granted under the Share Option Scheme; during the period, 31,200,000 new options were granted while 6,240,000 lapsed[187](index=187&type=chunk)[188](index=188&type=chunk) [Major Stakeholder Relationships](index=39&type=section&id=%E4%B8%BB%E8%A6%81%E6%8C%81%E4%BB%BD%E8%80%85%E9%97%9C%E4%BF%82) The Group maintains long-term stable relationships with its major customers, suppliers, and subcontractors, though concentration levels for all three were high during the reporting period Major Business Partner Concentration | Category | Largest Share (FY2021) | Top Five Combined Share (FY2021) | | :--- | :--- | :--- | | Customers | 66.3% | 99.8% | | Suppliers | 10.3% | 33.9% | | Subcontractors | 19.8% | 62.3% | [Disclosure of Directors' Interests](index=41&type=section&id=%E8%91%A3%E4%BA%8B%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) This section discloses the interests of directors and the chief executive in the company's shares, which, as of March 31, 2021, consisted solely of unlisted options under the Share Option Scheme Directors' Long Positions in Shares and Underlying Shares of the Company (Unlisted Options) | Director's Name | Number of Underlying Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | | So Kwok Hung | 6,240,000 | 1.67% | | Yu Xiao | 6,240,000 | 1.67% | | Wong Chi Kin | 3,120,000 | 0.83% | | Liu Hong Hao | 3,120,000 | 0.83% | | Lau Yin Hing | 3,120,000 | 0.83% | - As of the end of the reporting period, no substantial shareholder (other than a director) had an interest or short position that was discloseable under the Securities and Futures Ordinance[215](index=215&type=chunk) Independent Auditor's Report [Independent Auditor's Report](index=45&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) The auditor, K.Y. Sun & Co., issued an unmodified opinion on the consolidated financial statements, stating they give a true and fair view, and highlighted revenue recognition for construction work and impairment assessment of PPE as key audit matters - The auditor opined that the consolidated financial statements give a true and fair view of the Group's financial position and performance in accordance with HKFRSs and have been properly prepared in compliance with the Hong Kong Companies Ordinance (unmodified opinion)[228](index=228&type=chunk) - Key audit matters included: 1. **Recognition of construction works**: Revenue and cost recognition relies on management's estimation of contract outcomes, involving significant judgment 2. **Impairment assessment of property, plant and equipment**: Determining the recoverable amount of cash-generating units involves significant management judgment, particularly in forecasting cash flows and applying appropriate discount rates[233](index=233&type=chunk)[235](index=235&type=chunk) Consolidated Financial Statements [Financial Statements Summary](index=51&type=section&id=%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E6%91%98%E8%A6%81) The Group's total revenue was HK$168 million, a 52.6% year-on-year decrease, and while recording a gross loss of HK$2.283 million, the loss for the year narrowed significantly to HK$13.13 million, with a basic loss per share of 3.78 HK cents Key Financial Data (Consolidated) | Indicator (HK$'000) | FY2021 | FY2020 | | :--- | :--- | :--- | | **Consolidated Statement of Profit or Loss** | | | | Revenue | 168,300 | 354,884 | | Gross Loss | (2,283) | (20,196) | | Loss for the year | (13,130) | (55,567) | | Basic loss per share (HK cents) | (3.78) | (17.81) | | **Consolidated Statement of Financial Position (at year end)** | | | | Total Assets | 163,205 | 215,147 | | Total Liabilities | 138,445 | 183,926 | | Net Assets | 24,760 | 31,221 | | **Consolidated Statement of Cash Flows** | | | | Net cash inflow/(outflow) from operating activities | 28,544 | (21,044) | | Net cash inflow from investing activities | 4,386 | 4,035 | | Net cash outflow from financing activities | (21,177) | (450) | [Notes to the Consolidated Financial Statements (Selected)](index=56&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%20(%E9%81%B8%E6%91%98)) The notes provide detailed explanations for key financial data, including revenue breakdown, PPE impairment details, trade receivables aging analysis, share capital changes, and related party transactions [Note 8. Revenue](index=93&type=section&id=Note%208.%20%E6%94%B6%E7%9B%8A) All of the Group's revenue is derived from contracts with customers and recognized over time, with the provision of civil engineering services being the primary source, accounting for 98.3% of total revenue Revenue by Service Type (HK$'000) | Service Type | FY2021 | FY2020 | | :--- | :--- | :--- | | Provision of civil engineering services | 165,505 | 300,578 | | Provision of fitting-out and renovation services | 2,795 | 54,306 | | **Total** | **168,300** | **354,884** | [Note 18. Property, Plant and Equipment](index=102&type=section&id=Note%2018.%20%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) Due to two consecutive years of gross losses, management conducted an impairment assessment on property, plant and equipment, resulting in an impairment loss of HK$2.621 million for the year - An impairment loss of **HK$2,621,000** (2020: HK$4,590,000) was recognised for property, plant and equipment during the year[436](index=436&type=chunk)[440](index=440&type=chunk) - The impairment assessment was based on a value-in-use calculation, using a pre-tax discount rate of **14.2%** and a long-term growth rate of **3%**[440](index=440&type=chunk) [Note 22. Trade and Other Receivables](index=108&type=section&id=Note%2022.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) At the end of the reporting period, net trade receivables stood at HK$67.86 million, with a significant portion of approximately HK$52.182 million aged over 90 days, and the Group has made a credit loss provision of HK$6.636 million Aging Analysis of Trade Receivables (Net of Allowance, HK$'000) | Aging | 2021 | 2020 | | :--- | :--- | :--- | | 0 to 30 days | 13,609 | 77,510 | | 31 to 60 days | 2,069 | 245 | | 61 to 90 days | – | 8,714 | | Over 90 days | 52,182 | 28,859 | | **Total** | **67,860** | **115,328** | [Note 30. Share Capital](index=113&type=section&id=Note%2030.%20%E8%82%A1%E6%9C%AC) During the reporting period, the company's share capital underwent two significant changes: a "4-into-1" share consolidation and the completion of a placement of 62,400,000 new shares - In March 2020, the company consolidated every four shares of HK$0.01 each into one consolidated share of HK$0.04[481](index=481&type=chunk) - In September 2020, the company completed a placement of 62,400,000 new shares at a price of HK$0.085 per share, raising net proceeds of approximately **HK$5.066 million**[481](index=481&type=chunk) Financial Summary [Five-Year Financial Summary](index=120&type=section&id=%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E6%A6%82%E8%A6%81) This section provides key performance and financial position data for the Group's past five fiscal years, showing a continuous decline in revenue since 2017 and pre-tax losses in the last three years Five-Year Financial Data Overview (For the year ended March 31, HK$'000) | Indicator | 2017 | 2018 | 2019 | 2020 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Consolidated Results** | | | | | | | Revenue | 735,330 | 708,595 | 432,842 | 354,884 | 168,300 | | Profit/(Loss) before tax | 37,976 | (2,673) | (6,568) | (56,388) | (15,510) | | **Consolidated Assets and Liabilities** | | | | | | | Total Assets | 210,928 | 348,315 | 262,981 | 215,147 | 163,205 | | Total Liabilities | (104,567) | (244,837) | (180,522) | (183,926) | (138,445) | | Net Assets | 106,361 | 103,478 | 82,459 | 31,221 | 24,760 |

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 第三季度業績報告 2020 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM 的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的 市場。有意投資者應瞭解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM 上市公司的一般為中小型公司，在GEM 買賣的證券可能會承受較於主板買賣的證券為 高的市場波動風險，同時亦無法保證於在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；而本公司董事（「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 ...

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 中期報告 2020 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的市 場。有意投資者應瞭解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM上市的公司一般為中小型公司，在GEM買賣的證券可能會承受較於主板買賣的證券為高 的市場波動風險，同時亦無法保證在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，而本公司董事（「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 ...

Report Overview [Company Information and GEM Characteristics](index=1&type=section&id=Company%20Information%20and%20GEM%20Characteristics) Luen Wong Group Holdings Limited (stock code 8217) operates in the high-risk GEM market for SMEs - Company Name: Luen Wong Group Holdings Limited[1](index=1&type=chunk) - Stock Code: 8217[1](index=1&type=chunk) - Place of Incorporation: Cayman Islands[1](index=1&type=chunk) - Report Type: First Quarterly Results Report 2020[2](index=2&type=chunk) - **GEM Market Characteristics**: A listing market for small and mid-sized companies with high investment risks, where securities may experience high market volatility and are not guaranteed to have high liquidity[3](index=3&type=chunk) [Financial Highlights](index=3&type=section&id=Financial%20Highlights) The Group's revenue fell sharply, turning from a profit in the prior period to a loss of HK$2.3 million this quarter Financial Highlights for the First Quarter of 2020 (For the three months ended June 30) | Indicator | 2020 (HKD) | 2019 (HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 52,200,000 | 121,600,000 | Decrease 69,400,000 | | Total Performance | Loss 2,300,000 | Profit 9,900,000 | Turned from profit to loss | | Loss/Profit Attributable to Equity Holders | Loss 2,000,000 | Profit 300,000 | Turned from profit to loss | | Basic and Diluted Loss/Earnings Per Share | Loss 0.63 HK cents | Earnings 0.11 HK cents | Turned from profit to loss | - The Board of Directors does not recommend the payment of an interim dividend for the three months ended June 30, 2020[5](index=5&type=chunk) Financial Performance [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) Revenue declined 57% year-on-year, resulting in a period loss of HK$1,979 thousand Condensed Consolidated Statement of Comprehensive Income (Unaudited) | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 52,227 | 121,642 | -57.07% | | Cost of sales | (54,483) | (111,780) | -51.26% | | Gross (loss)/profit | (2,256) | 9,862 | Turned from profit to loss | | Other income or loss | 2,741 | (5,560) | Turned from loss to profit | | Administrative and other operating expenses | (2,456) | (3,385) | -27.43% | | Operating (loss)/profit | (1,971) | 917 | Turned from profit to loss | | (Loss)/profit before income tax | (1,979) | 908 | Turned from profit to loss | | Income tax expense | – | (565) | -100% | | (Loss)/profit and total comprehensive (loss)/income for the period attributable to equity holders of the Company | (1,979) | 343 | Turned from profit to loss | | Basic and diluted (loss)/earnings per share | (0.63) HK cents | 0.11 HK cents | Turned from profit to loss | [Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity attributable to owners decreased significantly to HK$29,242 thousand due to the period's loss Condensed Consolidated Statement of Changes in Equity (Unaudited) | Indicator | 30 June 2020 (HK$ '000) | 30 June 2019 (HK$ '000) | | :--- | :--- | :--- | | Share capital | 12,480 | 12,480 | | Share premium | 36,672 | 36,672 | | Share-based payment reserve | 4,329 | – | | Other reserve | 10,400 | 10,400 | | Capital reserve | 3,820 | 3,820 | | Retained earnings/(Accumulated losses) | (38,459) | 19,430 | | **Total equity** | **29,242** | **84,802** | - The total loss and comprehensive loss for the period amounted to **HK$1,979 thousand**, leading to a decrease in total equity[9](index=9&type=chunk) Notes to Financial Statements [General Information](index=6&type=section&id=General%20Information) The Company is incorporated in the Cayman Islands, primarily engaged in civil engineering and investment holding - Place of Incorporation: Cayman Islands[11](index=11&type=chunk) - Principal Activities: Providing civil engineering services and investment holding[12](index=12&type=chunk) - Listing Date and Venue: Listed on GEM of the Stock Exchange on April 12, 2016[13](index=13&type=chunk) - Ultimate Controlling Shareholders: Mr Wong Chi Keung and Mr Wong Wing Wah[12](index=12&type=chunk) [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The financial statements are prepared under HKFRS and GEM Listing Rules and presented in Hong Kong dollars - Basis of Preparation: Hong Kong Financial Reporting Standards (HKFRS) and GEM Listing Rules[14](index=14&type=chunk) - Accounting Policies: Consistent with the annual consolidated financial statements for the year ended March 31, 2020[14](index=14&type=chunk) - Presentation Currency: Hong Kong dollars (HKD)[15](index=15&type=chunk) - Audit Status: Unaudited, but reviewed by the Audit Committee[16](index=16&type=chunk) [Revenue (Notes)](index=7&type=section&id=Revenue%20(Notes)) The Group's revenue is derived entirely from the provision of civil engineering services - Source of Revenue: All revenue is derived from the provision of civil engineering services[18](index=18&type=chunk) [Income Tax Expense (Notes)](index=7&type=section&id=Income%20Tax%20Expense%20(Notes)) The Group's income tax expense was zero for the period due to a recorded loss Income Tax Expense | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | | :--- | :--- | :--- | | Current tax - Hong Kong Profits Tax | – | 565 | | Deferred tax | – | – | | **Income tax expense** | **–** | **565** | - Hong Kong Profits Tax is levied under a two-tiered system, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5% for qualifying entities[19](index=19&type=chunk) - The directors consider that the two-tiered profits tax rates system has no material impact on the Group's current and deferred tax position[20](index=20&type=chunk) [Dividends (Notes)](index=7&type=section&id=Dividends%20(Notes)) The Board does not recommend the payment of an interim dividend for the three months ended June 30, 2020 and 2019 - Dividend Policy: The Board of Directors does not recommend the payment of an interim dividend[20](index=20&type=chunk) [Earnings/(Loss) Per Share](index=8&type=section&id=Earnings%2F(Loss)%20Per%20Share) Basic and diluted loss per share was 0.63 HK cents, compared to earnings of 0.11 HK cents in the prior year period Earnings/(Loss) Per Share | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | | :--- | :--- | :--- | | (Loss)/profit for the period attributable to equity holders of the Company | (1,979) | 343 | | Weighted average number of ordinary shares ('000) | 312,000 | 312,000 (Restated) | | **Basic and diluted (loss)/earnings per share** | **(0.63) HK cents** | **0.11 HK cents (Restated)** | - The weighted average number of shares has been adjusted for the share consolidation (four shares into one) completed in March 2020[22](index=22&type=chunk) - The exercise of share options was not assumed in calculating diluted loss/earnings per share as it would result in a decrease in loss/earnings per share[22](index=22&type=chunk) Management Discussion and Analysis [Business Review and Outlook](index=9&type=section&id=Business%20Review%20and%20Outlook) The Group faces challenges from project completions and COVID-19 but remains confident due to government infrastructure investment - Core Business: Providing civil engineering services as a subcontractor in Hong Kong, including roads and drainage, structural engineering, and site formation[24](index=24&type=chunk) - Reasons for Performance Decline: The near completion of several large-scale projects and the impact of the COVID-19 pandemic on project progress[24](index=24&type=chunk) - Industry Challenges: Filibustering causing budget delays, social demonstrations, project delays, and labor shortages[24](index=24&type=chunk) - Industry Opportunities: Government's commitment to an average annual capital works expenditure of **HK$100 billion** on infrastructure projects in the coming years[24](index=24&type=chunk) - Future Strategy: Strengthening competitive advantages, prudently evaluating projects, controlling costs, and assessing the feasibility of expanding civil engineering operations to Japan and Thailand[25](index=25&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) The Group's financial performance deteriorated significantly, with a sharp decline in revenue and a shift from profit to loss - The financial review details the changes in various financial indicators for the quarter, showing an overall trend of significant decline in revenue and profit[27](index=27&type=chunk)[28](index=28&type=chunk)[34](index=34&type=chunk) [Revenue (Financial Review)](index=10&type=section&id=Revenue%20(Financial%20Review)) Revenue decreased by approximately HK$69,415 thousand due to project completions and the COVID-19 pandemic Revenue Change | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 52,227 | 121,642 | -69,415 (-57.07%) | - The decrease in revenue was mainly due to the near completion of several large-scale projects and the impact of the COVID-19 outbreak on project progress[27](index=27&type=chunk) [Gross Profit and Gross Margin](index=10&type=section&id=Gross%20Profit%20and%20Gross%20Margin) The Group's gross profit turned from a profit of HK$9,862 thousand in 2019 to a loss of HK$2,256 thousand in 2020 Gross Profit Change | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | Change | | :--- | :--- | :--- | :--- | | Gross (loss)/profit | (2,256) | 9,862 | Turned from profit to loss | - Gross profit margin varies significantly due to the cost-plus pricing model and differences between projects[28](index=28&type=chunk) [Other Income or Loss](index=10&type=section&id=Other%20Income%20or%20Loss) Other income or loss shifted from a loss of HK$5,560 thousand in 2019 to an income of HK$2,741 thousand in 2020 Other Income or Loss Change | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | Change | | :--- | :--- | :--- | :--- | | Other income or loss | 2,741 | (5,560) | Turned from loss to profit | - The change was mainly due to the reversal of over-provision for severance payments of approximately **HK$1,505 thousand** from previous periods[29](index=29&type=chunk) [Administrative Expenses](index=10&type=section&id=Administrative%20Expenses) Administrative expenses decreased by approximately HK$929 thousand year-on-year to HK$2,456 thousand Administrative Expenses Change | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Administrative expenses | 2,456 | 3,385 | -929 (-27.43%) | - Administrative expenses mainly consist of staff costs, professional fees, depreciation, rental expenses, and other administrative expenses[30](index=30&type=chunk) [Finance Costs](index=10&type=section&id=Finance%20Costs) The Group's finance costs remained stable at approximately HK$8 thousand Finance Costs Change | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | | :--- | :--- | :--- | | Finance costs | 8 | 9 | [Income Tax Expense (Financial Review)](index=10&type=section&id=Income%20Tax%20Expense%20(Financial%20Review)) The Group's income tax expense decreased from HK$565 thousand in the prior year period to zero Income Tax Expense Change | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Income tax expense | – | 565 | -565 (-100%) | [Loss/Profit and Total Comprehensive Loss/Income Attributable to Equity Holders](index=11&type=section&id=Loss%2FProfit%20and%20Total%20Comprehensive%20Loss%2FIncome%20Attributable%20to%20Equity%20Holders) The Group's performance attributable to equity holders shifted from a profit of HK$343 thousand to a loss of HK$1,979 thousand Performance Attributable to Equity Holders Change | Indicator | 2020 (HK$ '000) | 2019 (HK$ '000) | Change | | :--- | :--- | :--- | :--- | | (Loss)/profit and total comprehensive (loss)/income for the period attributable to equity holders | (1,979) | 343 | Turned from profit to loss | - The shift from profit to loss was mainly due to the decrease in revenue and gross profit[34](index=34&type=chunk) Equity Disclosure [Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures](index=11&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2020, two executive directors each held 1% of the Company's issued share capital Directors' and Chief Executive's Shareholdings | Director Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | So Kwok Hung | Personal Interest | 3,120,000 | 1% | | Yu Xiao | Personal Interest | 3,120,000 | 1% | [Substantial Shareholders' Interests in Shares and Underlying Shares](index=12&type=section&id=Substantial%20Shareholders'%20Interests%20in%20Shares%20and%20Underlying%20Shares) Luen Wong Investments Limited is the largest shareholder with a 26.20% stake Substantial Shareholders' Shareholdings | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held/Interested In | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Luen Wong Investments Limited | Beneficial owner | 81,757,500 | 26.20% | | Wong Chi Keung | Interest in a controlled corporation | 81,757,500 | 26.20% | | Law Oi Ling | Interest of spouse | 81,757,500 | 26.20% | | Wong Wing Wah | Interest in a controlled corporation | 81,757,500 | 26.20% | | Lai Siu Kuen | Interest of spouse | 81,757,500 | 26.20% | - Luen Wong Investments Limited is owned as to 50% by each of Mr Wong Chi Keung and Mr Wong Wing Wah[39](index=39&type=chunk) Other Information [Purchase, Sale or Redemption of Listed Securities](index=13&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) The Company and its subsidiaries did not purchase, sell, or redeem any of the Company's listed securities during the period - Securities Transactions: Neither the Company nor its subsidiaries engaged in the purchase, sale, or redemption of its listed securities[40](index=40&type=chunk) [Compliance with Corporate Governance Code](index=13&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 - Corporate Governance: The Company has complied with all applicable code provisions of the Corporate Governance Code in Appendix 15 of the GEM Listing Rules[41](index=41&type=chunk) [Model Code for Securities Transactions by Directors](index=13&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the required code of conduct for securities transactions by directors, and all directors have confirmed compliance - Directors' Securities Transactions: All directors have confirmed full compliance with the required code of conduct[42](index=42&type=chunk) [Dividends (Other Information)](index=13&type=section&id=Dividends%20(Other%20Information)) The Board recommends not to declare an interim dividend for the three months ended June 30, 2020 - Dividend Policy: No interim dividend will be distributed[43](index=43&type=chunk) [Disclosure under GEM Listing Rule 17.50(2)](index=13&type=section&id=Disclosure%20under%20GEM%20Listing%20Rule%2017.50(2)) As of the report date, the Board is not aware of any matters concerning directors that require disclosure under this rule - Disclosure Matters: There are no matters concerning directors that require disclosure under GEM Listing Rule 17.50(2)[44](index=44&type=chunk) [Share Option Scheme](index=14&type=section&id=Share%20Option%20Scheme) The Company has granted 31,200,000 share options with an exercise price of HK$0.404 per share - Share Option Scheme Adoption Date: March 24, 2016[46](index=46&type=chunk) - Total Share Options Granted: **31,200,000**[46](index=46&type=chunk) - Exercise Price Per Share: **HK$0.404**[47](index=47&type=chunk) - Exercise Period: 5 years[47](index=47&type=chunk) - Share Option Allocation: Executive Directors So Kwok Hung and Yu Xiao each received 3,120,000 options, 5 employees received a total of 15,600,000 options, and 3 consultants received a total of 9,360,000 options[47](index=47&type=chunk)[48](index=48&type=chunk) [Events After Reporting Period](index=14&type=section&id=Events%20After%20Reporting%20Period) The Board is not aware of any significant events requiring disclosure that occurred after the reporting period - Subsequent Events: No significant subsequent events require disclosure[49](index=49&type=chunk) [Audit Committee](index=15&type=section&id=Audit%20Committee) The Audit Committee has reviewed the unaudited financial statements and found them compliant with applicable standards - Committee Composition: Comprises three independent non-executive Directors: Mr Liu Hung Fai, Mr Wong Chi Kin, and Mr Tai Chin Chun[51](index=51&type=chunk) - Chairman: Mr Wong Chi Kin[51](index=51&type=chunk) - Responsibilities: Provides independent review and supervision of financial reporting, and ensures the effectiveness of internal controls and adequacy of audits[51](index=51&type=chunk) - Review Outcome: The committee has reviewed the quarterly financial statements and is satisfied that they comply with applicable accounting standards, GEM Listing Rules, and other legal requirements[51](index=51&type=chunk)