[Company Information](index=4&type=section&id=Company%20Information) The report provides essential company details, including board members, committee structures, company secretary, compliance officer, auditor, principal bankers, registered office, and main business locations - The report provides essential company details, including board members, committee structures, company secretary, compliance officer, auditor, principal bankers, registered office, and main business locations[5](index=5&type=chunk)[6](index=6&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) Mr. Su Kwok Hung, the Chairman, reviewed the financial year ended March 31, 2020, noting a decrease in total revenue due to the completion of several large construction projects Annual Performance Review | Indicator | Year Ended March 31, 2019 (HKD) | Year Ended March 31, 2020 (HKD) | Change (HKD) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | Approx. 432,842,000 | Approx. 354,884,000 | Decrease of approx. 77,958,000 | Primarily due to several large construction projects reaching completion stage | - Outlook: Government commitment to infrastructure investment is expected to maintain stable construction project levels in the coming years, with the Group confident about future prospects due to new project acquisitions that will contribute to sustainable development[10](index=10&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=6&type=section&id=Business%20Review%20and%20Prospects) The Group, a Hong Kong civil engineering subcontractor for over 20 years, focuses on road, drainage, structural, and site formation works, planning cost control and overseas expansion despite market challenges - Core Business: The Group primarily undertakes (i) road and drainage works, (ii) structural works, and (iii) site formation works[13](index=13&type=chunk) - Future Strategy: Will continue to strengthen competitive advantages in the civil engineering industry, strictly control costs, and evaluate the feasibility of expanding into overseas markets such as Japan and Thailand[14](index=14&type=chunk) [Principal Investments](index=6&type=section&id=Principal%20Investments) The Group holds financial assets at fair value through profit or loss, primarily in Wellong Holdings Limited, with total fair value decreasing to **HKD 17.10 million** as of March 31, 2020 Overview of Principal Investment Portfolio (as of March 31, 2020) | Investment Target | Number of Shares (thousand shares) | Fair Value (thousand HKD) | Approximate Percentage of Total Assets | | :--- | :--- | :--- | :--- | | Wellong Holdings Limited | 381,660 | 10,686 | 5.0% | | Other listed equity securities | Not applicable | 6,410 | 3.0% | | **Total** | **Not applicable** | **17,096** | **8.0%** | - For the year ended March 31, 2020, principal investments recorded realized and unrealized losses of **HKD 330 thousand**[15](index=15&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) The Group's total revenue significantly decreased, resulting in a gross loss and a substantial increase in annual loss to **HKD 55.57 million**, primarily due to project completions and impairment losses Key Financial Indicator Changes | Financial Indicator | Year Ended March 31, 2019 (thousand HKD) | Year Ended March 31, 2020 (thousand HKD) | Reason for Change | | :--- | :--- | :--- | :--- | | Revenue | 432,842 | 354,884 | Several large construction projects reached completion stage | | Gross Profit/(Loss) | 1,145 | (20,196) | Certain large construction projects reached completion stage | | Other income or loss | 9,071 (income) | (14,397) (loss) | Primarily includes impairment loss on property, plant and equipment of approximately HKD 4.59 million | | Loss for the year | (6,048) | (55,567) | Net effect of decreased revenue, gross profit, and other losses | - Contract Status: As of March 31, 2020, the Group had **22 contracts** on hand with a total contract value of approximately **HKD 790 million**, a significant decrease from **33 contracts** and **HKD 1.93 billion** in the same period last year[18](index=18&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=9&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group maintains stable liquidity with a current ratio of approximately 1.1 times, low interest-bearing debt, and a gearing ratio of about 0%, ensuring sufficient funds with no significant capital structure changes since listing Liquidity and Capital Structure Indicators (as of March 31, 2020) | Indicator | March 31, 2020 | March 31, 2019 | | :--- | :--- | :--- | | Current Ratio | Approx. 1.1 times | Approx. 1.3 times | | Total Interest-Bearing Debt | Approx. 656,000 HKD | Approx. 891,000 HKD | | Gearing Ratio | Approx. 0% | Approx. 1.1% | - As of the end of the reporting period, the Group had no significant capital commitments or contingent liabilities[36](index=36&type=chunk)[37](index=37&type=chunk) [Employees and Remuneration Policy](index=11&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2020, the Group's employee count decreased to 110, with a corresponding reduction in total staff costs, and remuneration is based on qualifications, position, and seniority, with discretionary bonuses and annual reviews Employee and Cost Changes | Indicator | March 31, 2020 | March 31, 2019 | | :--- | :--- | :--- | | Employee Count | Approx. 110 | 192 | | Total Staff Costs | Approx. 76,356,000 HKD | Approx. 88,149,000 HKD | [Final Dividend](index=11&type=section&id=Final%20Dividend) The Board recommended no final dividend for the year ended March 31, 2020 - No final dividend recommended for the reporting period (2019: HKD nil)[45](index=45&type=chunk) [Biographies of Directors and Senior Management](index=12&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive and independent non-executive directors, including their age, professional experience, academic background, and tenure within the Group - Executive Directors: Mr. Su Kwok Hung (38 years old) and Ms. Yu Xiao (39 years old), both with over ten years of management experience in construction and civil engineering[47](index=47&type=chunk)[48](index=48&type=chunk) - Independent Non-Executive Directors: Mr. Wong Chi Kam (34 years old), Mr. Dai Qian (34 years old), and Mr. Liao Hong Hao (60 years old), with professional backgrounds in audit, accounting, and strategic marketing respectively[50](index=50&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [Corporate Governance Report](index=14&type=section&id=Corporate%20Governance%20Report) [Board of Directors](index=14&type=section&id=Board%20of%20Directors) The Board, comprising two executive and three independent non-executive directors, formulates the Group's strategy, largely complying with corporate governance codes, and has adopted nomination and board diversity policies Board Meeting Attendance Record During the Reporting Period | Director Name | Position | Meetings Attended/Eligible to Attend | | :--- | :--- | :--- | | Mr. Su Kwok Hung | Executive Director | 8/8 | | Ms. Yu Xiao | Executive Director | 8/8 | | Mr. Wong Chi Kam | Independent Non-Executive Director | 8/8 | | Mr. Dai Qian | Independent Non-Executive Director | 8/8 | | Mr. Liao Hong Hao | Independent Non-Executive Director | 8/8 | - The company has adopted a Board Diversity Policy, considering gender, age, cultural background, professional experience, and other factors in the composition of the Board[69](index=69&type=chunk) [Board Committees](index=18&type=section&id=Board%20Committees) The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist the Board in fulfilling its duties, overseeing financial reporting, remuneration policies, and director nominations - Audit Committee: Composed of three independent non-executive directors, with Mr. Wong Chi Kam as Chairman, held **5 meetings** during the reporting period, with all members attending all meetings[85](index=85&type=chunk)[86](index=86&type=chunk) - Remuneration Committee: Composed of two independent non-executive directors and one executive director, with Mr. Wong Chi Kam as Chairman, held **2 meetings** during the reporting period, with all members attending all meetings[90](index=90&type=chunk)[91](index=91&type=chunk) - Nomination Committee: Composed of Chairman Mr. Su Kwok Hung and two independent non-executive directors, held **1 meeting** during the reporting period, with all members attending all meetings[93](index=93&type=chunk)[95](index=95&type=chunk) [Internal Control and Risk Management](index=23&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is responsible for establishing, maintaining, and reviewing the Group's risk management and internal control systems, which an external consultant reviewed this year without identifying significant issues - Risk Management Framework: Each department is responsible for identifying and assessing risks, management is responsible for monitoring, and the Board is responsible for reviewing and approving the system's effectiveness[104](index=104&type=chunk) - External Review: External internal control consultant, Grand Ming Risk Advisory Services Limited, was engaged for the annual review, and no significant issues were identified[103](index=103&type=chunk) [Environmental, Social and Governance Report](index=27&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental Protection](index=27&type=section&id=Environmental%20Protection) The Group is committed to environmentally responsible operations, controlling emissions, enhancing resource efficiency, and managing waste, with disclosed greenhouse gas emissions and resource consumption data, ensuring compliance with environmental regulations Greenhouse Gas Emissions | Greenhouse Gas Emission | Unit | Emission Volume | | :--- | :--- | :--- | | Direct Emissions (Scope 1) | tonnes | 280 | | Indirect Emissions (Scope 2) | tonnes | 13 | | Other Indirect Emissions (Scope 3) | tonnes | 38 | | **Total** | **tonnes** | **331** | Resource Consumption | Natural Resource | Unit | Consumption Volume | | :--- | :--- | :--- | | Electricity | kWh | 20,659 | | Paper | kg | 890 | | Diesel | litres | 106,175 | | Water | cubic meters | 24 | [Employment and Labour Practices](index=30&type=section&id=Employment%20and%20Labour%20Practices) The Group values employees, providing a fair work environment and attractive remuneration, emphasizing employment, health and safety, development, and training, with strict adherence to laws and no work-related fatalities - Employee Count: As of March 31, 2020, the Group had approximately **110 employees** in Hong Kong, a decrease from **192** last year[133](index=133&type=chunk) Work Injury Data | Indicator | Data | | :--- | :--- | | Work-related Fatalities | Zero | | Lost Workdays due to Work Injury | 2,813 | [Operating Management and Community](index=32&type=section&id=Operating%20Management%20and%20Community) The Group prioritizes supply chain management, sustainable partner relationships, strict quality assurance, and anti-corruption, while actively contributing to the community through sponsorships and donations - Supply Chain Management: Prefers sourcing from local suppliers; all suppliers during the reporting period were located in Hong Kong[141](index=141&type=chunk) - Anti-Corruption: The Group strictly complies with anti-bribery regulations and has whistleblowing channels, with no notices of violations received during the reporting period[144](index=144&type=chunk)[145](index=145&type=chunk) - Community Contributions: Donations sponsored charitable activities such as the 'LAP DOG 2019 Challenge' during the year[147](index=147&type=chunk) [Directors' Report](index=34&type=section&id=Directors%27%20Report) [Principal Business and Risks](index=34&type=section&id=Principal%20Business%20and%20Risks) This report outlines the Group's civil engineering business, noting no significant changes, and identifies key risks including high client concentration, inaccurate project cost estimates, cash flow mismatch, reliance on senior management, and weather impacts - Client Concentration Risk: During the reporting period, revenue from the **top five clients accounted for 93.0%** of total revenue, with the **largest client accounting for 35.9%**[154](index=154&type=chunk) - Operational Risks: Include errors in project duration and cost estimation, cash flow mismatch, reliance on senior management and professional personnel, and the impact of adverse weather on outdoor operations[154](index=154&type=chunk)[158](index=158&type=chunk) [Share Option Scheme](index=36&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in March 2016 to incentivize and retain talent, granting **31,200,000 share options** to executive directors, employees, and consultants at an exercise price of **HKD 0.404 per share** Overview of Share Options Granted (Granted on July 11, 2019) | Participant Category | Number of Share Options | Exercise Price per Share (HKD) | Exercise Period | | :--- | :--- | :--- | :--- | | Executive Directors (2) | 6,240,000 | 0.404 | 5 years | | Employees (5) | 15,600,000 | 0.404 | 5 years | | Consultants (3) | 9,360,000 | 0.404 | 5 years | | **Total** | **31,200,000** | **0.404** | **5 years** | [Major Customers, Suppliers and Subcontractors](index=38&type=section&id=Major%20Customers%2C%20Suppliers%20and%20Subcontractors) The Group experienced high concentration among its customers, suppliers, and subcontractors during the reporting period, with the largest customer accounting for **35.9%** of total revenue, and top five customers collectively accounting for **93.0%** Major Business Partner Concentration | Category | Largest Single Proportion | Top Five Total Proportion | | :--- | :--- | :--- | | Customers | 35.9% | 93.0% | | Suppliers | 9.1% | 28.0% | | Subcontractors | 10.0% | 40.0% | [Interests of Directors and Major Shareholders in Shares](index=41&type=section&id=Interests%20of%20Directors%20and%20Major%20Shareholders%20in%20Shares) This section discloses the interests of directors and major shareholders in the company's shares as of March 31, 2020, with executive directors Su Kwok Hung and Yu Xiao each holding **3,120,000 shares**, and Wellong Investment Limited holding **26.20%** of issued share capital Major Shareholder Holdings (as of March 31, 2020) | Shareholder Name/Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Wellong Investment Limited | Beneficial owner | 81,757,500 | 26.20% | | Wong Chi Kwok | Interest in controlled corporation | 81,757,500 | 26.20% | | Wong Wing Wah | Interest in controlled corporation | 81,757,500 | 26.20% | [Independent Auditor's Report](index=45&type=section&id=Independent%20Auditor%27s%20Report) Kaiyuan Xinde Certified Public Accountants Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2020, highlighting revenue recognition and impairment assessment as key audit matters - Audit Opinion: The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards and have been properly prepared[207](index=207&type=chunk) - Key Audit Matter One: Revenue recognition for construction contracts, which the auditor focused on due to reliance on management's significant judgments and estimates for contract revenue and cost recognition[211](index=211&type=chunk) - Key Audit Matter Two: Impairment assessment of property, plant and equipment, identified as a key audit matter due to the significant carrying amounts of site equipment and motor vehicles and the significant management judgment involved in impairment assessment[213](index=213&type=chunk) [Consolidated Financial Statements](index=51&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=51&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2020, the Group's revenue was **HKD 355 million**, a **18% year-on-year decrease**, resulting in a gross loss of **HKD 20.20 million** and an expanded annual loss of **HKD 55.57 million** Consolidated Statement of Profit or Loss Summary | Item (thousand HKD) | 2020 | 2019 | | :--- | :--- | :--- | | Revenue | 354,884 | 432,842 | | Cost of sales | (375,080) | (431,697) | | **Gross (Loss)/Profit** | **(20,196)** | **1,145** | | Operating loss | (56,346) | (6,550) | | Loss before tax | (56,388) | (6,568) | | **Loss for the year** | **(55,567)** | **(6,048)** | | Basic and diluted loss per share (HK cents) | (17.81) | (1.94) | [Consolidated Statement of Financial Position](index=52&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2020, the Group's total assets decreased to **HKD 215 million**, total liabilities slightly increased to **HKD 184 million**, and net assets significantly declined to **HKD 31.22 million** Consolidated Statement of Financial Position Summary | Item (thousand HKD) | March 31, 2020 | March 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 22,799 | 36,961 | | Current assets | 192,348 | 226,020 | | **Total assets** | **215,147** | **262,981** | | **Liabilities and Equity** | | | | Current liabilities | 181,074 | 175,954 | | Non-current liabilities | 2,852 | 4,568 | | **Total liabilities** | **183,926** | **180,522** | | **Net assets** | **31,221** | **82,459** | | **Total equity** | **31,221** | **82,459** | [Consolidated Statement of Changes in Equity](index=53&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) Total shareholders' equity decreased from **HKD 82.46 million** to **HKD 31.22 million**, primarily due to a **HKD 55.57 million** loss for the year, partially offset by **HKD 4.33 million** in equity-settled share-based payments Summary of Total Equity Changes | Item (thousand HKD) | Amount | | :--- | :--- | | Balance at April 1, 2019 | 82,459 | | Loss and total comprehensive expenses | (55,567) | | Equity-settled share-based payments recognized | 4,329 | | **Balance at March 31, 2020** | **31,221** | [Consolidated Statement of Cash Flows](index=54&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The reporting period saw a net cash outflow of **HKD 21.04 million** from operating activities, a net inflow of **HKD 4.04 million** from investing activities, and a net outflow of **HKD 0.45 million** from financing activities, leading to a significant decrease in period-end cash and cash equivalents to **HKD 3.82 million** Consolidated Statement of Cash Flows Summary | Item (thousand HKD) | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | (21,044) | (76,723) | | Net cash from/(used in) investing activities | 4,035 | (944) | | Net cash used in financing activities | (450) | (251) | | **Net decrease in cash and cash equivalents** | **(17,459)** | **(77,918)** | | Cash and cash equivalents at beginning of period | 21,278 | 99,196 | | **Cash and cash equivalents at end of period** | **3,819** | **21,278** | [Notes to the Consolidated Financial Statements](index=56&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information to the consolidated financial statements, covering company details, accounting policies, critical judgments, and detailed analyses of financial items - First-time adoption of Hong Kong Financial Reporting Standard 16 'Leases': Effective April 1, 2019, the Group applied the new lease standard, recognizing right-of-use assets and lease liabilities, and making corresponding adjustments to accounting policies[243](index=243&type=chunk)[246](index=246&type=chunk) - Revenue Recognition (Note 8): All Group revenue is derived from providing civil engineering and renovation works, recognized over time, with **HKD 184 million** allocated to remaining performance obligations at period-end[394](index=394&type=chunk)[399](index=399&type=chunk) - Impairment of Property, Plant and Equipment (Note 18): Due to the gross loss recorded during the year, management assessed the impairment of site equipment and motor vehicles, recognizing an impairment loss of **HKD 4.59 million**[427](index=427&type=chunk) - Share-based Payments (Note 32): **31,200,000 share options** were granted during the year, and a total expense of approximately **HKD 4.33 million** was recognized[472](index=472&type=chunk)[475](index=475&type=chunk) [Financial Summary](index=126&type=section&id=Financial%20Summary) This section provides a summary of the Group's key financial data for the past five fiscal years, clearly showing a downward trend in revenue, profitability, and asset size since 2018 Five-Year Financial Summary | Year Ended March 31 (thousand HKD) | 2016 | 2017 | 2018 | 2019 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Consolidated Results** | | | | | | | Revenue | 315,004 | 735,330 | 708,595 | 432,842 | 354,884 | | Profit/(Loss) for the year | 8,391 | 30,549 | (2,892) | (6,048) | (55,567) | | **Consolidated Assets and Liabilities** | | | | | | | Total assets | 111,364 | 210,928 | 348,315 | 262,981 | 215,147 | | Total liabilities | (84,269) | (104,567) | (244,837) | (180,522) | (183,926) | | Net assets | 27,095 | 106,361 | 103,478 | 82,459 | 31,221 |

[Financial Statements](index=3&type=section&id=Financial%20Statements) [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group turned from profit to loss during the period, with revenue decreasing by 27.0% to HKD 263.15 million and a gross loss of HKD 13.08 million, leading to a loss of HKD 43.76 million for the period | Metric | Nine Months Ended December 31, 2019 (thousand HKD) | Nine Months Ended December 31, 2018 (thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 263,152 | 360,757 | -27.0% | | Gross (Loss)/Profit | (13,078) | 2,641 | Turned from profit to loss | | Operating (Loss)/Profit | (42,875) | 11,386 | Turned from profit to loss | | (Loss)/Profit for the Period | (43,759) | 9,113 | Turned from profit to loss | | Basic (Loss)/Earnings Per Share (HK cents) | (3.51) | 0.73 | Turned from profit to loss | [Condensed Consolidated Statement of Changes in Equity](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of December 31, 2019, the Group's total equity significantly decreased by 44.8% to HKD 45.51 million, primarily due to a HKD 43.76 million loss for the period, partially offset by HKD 6.81 million from share option issuance | Item | Amount (thousand HKD) | | :--- | :--- | | Balance as at April 1, 2019 (Audited) | 82,459 | | Share options issued during the period | 6,806 | | Loss and total comprehensive loss for the period | (43,759) | | **Balance as at December 31, 2019 (Unaudited)** | **45,506** | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes clarify the company's basic information, accounting policies, revenue composition, taxation, dividend policy, and EPS calculation, highlighting civil engineering as the main business, unaudited statements reviewed by the audit committee, and no interim dividend for the period [1. General Information](index=5&type=section&id=1.%20General%20Information) The company is an investment holding company incorporated in the Cayman Islands, listed on GEM of the Stock Exchange on April 12, 2016, primarily engaged in civil engineering and investment holding - The Group is principally engaged in the provision of **civil engineering** and **investment holding**[11](index=11&type=chunk) - The Company's shares were listed on **GEM of the Stock Exchange** on April 12, 2016[12](index=12&type=chunk) [2. Basis of Preparation](index=5&type=section&id=2.%20Basis%20of%20Preparation) These quarterly financial statements are prepared in accordance with Hong Kong Financial Reporting Standards on a historical cost basis, unaudited by the company's auditor but reviewed by the audit committee - The unaudited condensed consolidated financial statements have not been audited by the Company's auditor but have been reviewed by the **Audit Committee**[15](index=15&type=chunk) [3. Revenue](index=5&type=section&id=3.%20Revenue) All of the Group's revenue is derived from the received and receivable consideration for providing civil engineering services - Revenue represents the received and receivable consideration for the provision of **civil engineering services**[15](index=15&type=chunk) [4. Income Tax](index=6&type=section&id=4.%20Income%20Tax) The Group adopts a two-tiered profits tax rate system, with income tax expense for the nine months ended December 31, 2019, significantly decreasing to HKD 0.86 million, consistent with the decline in pre-tax profit | Item | Nine Months Ended December 31, 2019 (thousand HKD) | Nine Months Ended December 31, 2018 (thousand HKD) | | :--- | :--- | :--- | | Current tax | 858 | 252 | | Deferred tax | – | 2,003 | | **Total income tax expense** | **858** | **2,255** | [5. Dividend](index=6&type=section&id=5.%20Dividend) The Board recommended no interim dividend for the nine months ended December 31, 2019, and 2018 - The Board recommended no interim dividend for the nine months ended December 31, 2019[19](index=19&type=chunk) [6. (Loss)/Earnings Per Share](index=6&type=section&id=6.%20%28Loss%29%2FEarnings%20Per%20Share) For the nine months ended December 31, 2019, basic loss per share was 3.51 HK cents, compared to basic earnings per share of 0.73 HK cents in the prior period, with diluted loss per share being the same due to no potential dilutive ordinary shares | Item | Nine Months Ended December 31, 2019 | Nine Months Ended December 31, 2018 | | :--- | :--- | :--- | | (Loss)/Profit attributable to owners of the Company (thousand HKD) | (43,759) | 9,113 | | Weighted average number of ordinary shares (thousand shares) | 1,248,000 | 1,248,000 | | **Basic (Loss)/Earnings Per Share (HK cents)** | **(3.51)** | **0.73** | [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=7&type=section&id=Business%20Review%20and%20Prospects) With over 20 years of civil engineering experience, the Group's revenue declined due to social unrest and economic downturn, yet management remains confident and plans to explore overseas expansion in markets like Japan and Thailand to enhance shareholder returns - The decrease in revenue during the period was primarily due to the negative impact of **social demonstrations** affecting the progress of certain ongoing projects, coupled with the overall **economic downturn** in Hong Kong and globally[23](index=23&type=chunk) - Looking ahead, the Group will assess the feasibility of obtaining necessary licenses to expand **civil engineering** and related operations in other countries, such as **Japan and Thailand**, to enhance shareholder returns[24](index=24&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) During the reporting period, the Group's financial performance significantly declined, with revenue down 27.0% due to social and economic factors, gross profit turning to loss as major projects neared completion, and administrative expenses rising sharply from share option issuance and listed securities investment losses, resulting in a substantial loss for the period [Financial Review - Revenue](index=8&type=section&id=Financial%20Review%20-%20Revenue) For the nine months ended December 31, 2019, total revenue was approximately HKD 263.15 million, a decrease of HKD 97.61 million (-27.0%) from HKD 360.76 million in the prior period, primarily due to social unrest impacting project progress and overall economic downturn | Period | Revenue (thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | | Nine Months Ended December 31, 2019 | 263,152 | -27.0% | | Nine Months Ended December 31, 2018 | 360,757 | N/A | [Gross Profit and Gross Margin](index=8&type=section&id=Gross%20Profit%20and%20Gross%20Margin) For the nine months ended December 31, 2019, the Group recorded a gross loss of approximately HKD 13.08 million, compared to a gross profit of HKD 2.64 million in the prior period, primarily due to certain large construction projects entering their completion phase - For the nine months ended December 31, 2019, the Group shifted from a gross profit of approximately **HKD 2.64 million** to a gross loss of approximately **HKD 13.08 million**[27](index=27&type=chunk) - This shift from profit to loss was primarily due to **certain large construction projects entering their completion phase**[27](index=27&type=chunk) [Other Income/(Loss)](index=8&type=section&id=Other%20Income%2F%28Loss%29) Other income shifted from a gain of HKD 15.89 million in the prior period to a loss of HKD 12.22 million in the current period, mainly due to listed securities investments turning from realized and unrealized gains to losses - Other income/(loss) shifted from a gain of approximately **HKD 15.89 million** in the prior period to a loss of approximately **HKD 12.22 million** in the current period, primarily due to **realized and unrealized gains on investments in listed securities turning into losses**[28](index=28&type=chunk) [Administrative and Other Operating Expenses](index=8&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) Administrative and other operating expenses significantly increased by 146.2% from HKD 7.14 million to HKD 17.58 million, primarily due to approximately HKD 6.81 million in share-based payments recognized from share option issuance during the period - Administrative expenses increased from **HKD 7.14 million** in the prior period to **HKD 17.58 million**, primarily due to the recognition of approximately **HKD 6.81 million** in **share-based payments** from the issuance of share options during the period[29](index=29&type=chunk) [Loss for the Period](index=9&type=section&id=Loss%20for%20the%20Period) Due to the combined impact of decreased revenue and gross profit, and increased administrative expenses, the Group shifted from a profit of HKD 9.11 million in the prior period to a loss of HKD 43.76 million in the current reporting period - The result attributable to owners of the Company for the period shifted from a profit of approximately **HKD 9.11 million** for the nine months ended December 31, 2018, to a loss of approximately **HKD 43.76 million** for the nine months ended December 31, 2019[33](index=33&type=chunk) [Other Disclosures](index=9&type=section&id=Other%20Disclosures) [Disclosure of Interests](index=9&type=section&id=Disclosure%20of%20Interests) This section discloses the shareholdings of directors, chief executives, and substantial shareholders, noting Executive Directors Mr. So Kwok Hung and Ms. Yu Xiao each hold 1% of share options, and Link-All Investment Limited holds 26.20% of the company's shares [Directors' and Chief Executive's Interests](index=9&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests) As of December 31, 2019, Executive Directors Mr. So Kwok Hung and Ms. Yu Xiao each held 12,480,000 unlisted share options, representing 1.00% of the issued share capital | Director's Name | Type of Interest | Number | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | So Kwok Hung | Unlisted Share Options | 12,480,000 | 1.00% | | Yu Xiao | Unlisted Share Options | 12,480,000 | 1.00% | [Substantial Shareholders' Interests](index=10&type=section&id=Substantial%20Shareholders%27%20Interests) As of December 31, 2019, Link-All Investment Limited, a substantial shareholder, held 327,030,000 shares (26.20%), with Mr. Wong Chi Kwok and Mr. Wong Wing Wah deemed to have interests due to their 50% equity stakes in Link-All - Substantial shareholder **Link-All Investment Limited** is the beneficial owner of **327,030,000 shares**, representing **26.20%** of the shareholding[37](index=37&type=chunk) - Mr. Wong Chi Kwok and Mr. Wong Wing Wah are deemed to have interests in the shares held by Link-All, as they each hold **50% equity interest** in Link-All Investment Limited[37](index=37&type=chunk)[39](index=39&type=chunk) [Corporate Governance and Other Information](index=11&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers disclosures on competing interests, post-reporting period events, securities transactions, corporate governance, share option scheme, and the audit committee, noting no competing interests, no significant post-reporting events, no securities repurchases, general compliance with corporate governance, and significant share option grants during the period [Competing Interests](index=11&type=section&id=Competing%20Interests) The Directors confirm that no controlling shareholders, directors, or their close associates are engaged in any business that directly or indirectly competes with the Group's business - The Directors confirm that no controlling shareholders, directors, or their respective close associates have any interests in any business that competes with the Group's business[38](index=38&type=chunk) [Post-Reporting Period Events](index=12&type=section&id=Post-Reporting%20Period%20Events) There have been no significant post-reporting period events for the Group from the end of the reporting period (December 31, 2019) up to the date of this quarterly report - There have been no significant post-reporting period events for the Company or the Group from December 31, 2019, up to the date of this quarterly report[40](index=40&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=12&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the nine months ended December 31, 2019 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[41](index=41&type=chunk) [Corporate Governance Code](index=12&type=section&id=Corporate%20Governance%20Code) The Company has complied with all applicable provisions of the Corporate Governance Code, with the sole deviation being Independent Non-executive Director Mr. Dai Qian's absence from the AGM on September 6, 2019, due to other commitments - The Company has complied with the Corporate Governance Code, except for Independent Non-executive Director Mr. Dai Qian's absence from the Company's Annual General Meeting held on September 6, 2019, due to other commitments[42](index=42&type=chunk) [Share Option Scheme](index=12&type=section&id=Share%20Option%20Scheme) On July 11, 2019, the Company granted 124,800,000 share options under the Share Option Scheme at an exercise price of HKD 0.101 per share to executive directors, other employees, and consultants, with all granted options unexercised by period-end | Grantee | Number of Share Options Granted During the Period | Exercise Price Per Share | | :--- | :--- | :--- | | Executive Directors (So Kwok Hung, Yu Xiao) | 24,960,000 | 0.101 HKD | | Other Employees | 62,400,000 | 0.101 HKD | | Consultants | 37,440,000 | 0.101 HKD | | **Total** | **124,800,000** | **N/A** | [Audit Committee](index=13&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors with Mr. Wong Chi Kwan as chairman, has reviewed the unaudited consolidated financial statements for the period and found them compliant with applicable accounting standards and disclosure requirements - The Audit Committee has reviewed the Group's unaudited consolidated financial statements for the nine months ended December 31, 2019, and considers the results to be in compliance with applicable accounting standards, GEM Listing Rules, and adequately disclosed[49](index=49&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 2019 中期報告 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 ...

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 2019 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 2019 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 ...

[Report Cover and Disclaimer](index=1&type=section&id=Report%20Cover%20and%20Disclaimer) This section presents the report's cover, outlines GEM market characteristics and disclaimers, and details directors' responsibilities [Report Cover](index=1&type=section&id=Report%20Cover) This report is the Q3 2018 earnings report published by LUEN WONG GROUP HOLDINGS LIMITED (Stock Code: 8217) - LUEN WONG GROUP HOLDINGS LIMITED released its Q3 2018 earnings report, stock code **8217**[1](index=1&type=chunk) [GEM Characteristics and Disclaimer](index=2&type=section&id=GEM%20Characteristics%20and%20Disclaimer) The GEM market targets small and medium-sized companies with higher investment risks, requiring investors to exercise caution; HKEX and the Stock Exchange disclaim responsibility for this report's content - The GEM market is positioned for small and medium-sized companies with higher investment risks compared to other companies listed on the Stock Exchange, requiring investors to make investment decisions with careful consideration[2](index=2&type=chunk) - Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report and make no representation as to its accuracy or completeness[2](index=2&type=chunk) [Directors' Responsibility Statement](index=2&type=section&id=Directors'%20Responsibility%20Statement) The company's directors jointly and individually assume full responsibility for this report, confirming its accuracy, completeness, and absence of misleading or fraudulent content in all material aspects - The company's directors jointly and individually accept full responsibility for this report[2](index=2&type=chunk) - The directors confirm that the information contained in this report is accurate and complete in all material respects, free from misleading or fraudulent content, and without omissions that would render any statement or the report itself misleading[2](index=2&type=chunk) [Results Announcement](index=3&type=section&id=Results%20Announcement) This section presents the unaudited condensed consolidated results, comprehensive income, and equity changes for the reporting periods [Performance Summary](index=3&type=section&id=Performance%20Summary) The Board announces the unaudited condensed consolidated results for the three and nine months ended December 31, 2018, with comparative figures for 2017 - This report contains the unaudited condensed consolidated results of the Company and its subsidiaries for the three and nine months ended December 31, 2018[3](index=3&type=chunk) [Condensed Consolidated Statement of Comprehensive Income (Unaudited)](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group experienced significant year-on-year declines in revenue and gross profit for the nine months ended December 31, 2018, with a loss recorded for the third quarter Condensed Consolidated Statement of Comprehensive Income Key Data (HKD thousands) | Metric | Oct-Dec 2018 (3 months) (HKD thousands) | Oct-Dec 2017 (3 months) (HKD thousands) | Apr-Dec 2018 (9 months) (HKD thousands) | Apr-Dec 2017 (9 months) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 112,184 | 206,982 | 360,757 | 592,820 | | Cost of sales | (114,776) | (213,181) | (358,116) | (567,461) | | Gross (loss)/profit | (2,592) | (6,199) | 2,641 | 25,359 | | Operating (loss)/profit | (2,055) | (8,005) | 11,386 | 14,698 | | (Loss)/profit for the period | (2,072) | (6,833) | 9,113 | 11,724 | | (Loss)/earnings per share (HK cents) | (0.17) | (0.55) | 0.73 | 0.94 | - For the nine months ended December 31, 2018, revenue decreased by **39.15%** year-on-year to **HKD 360,757 thousand**, and gross profit decreased by **89.56%** year-on-year to **HKD 2,641 thousand**[4](index=4&type=chunk) - For the nine months ended December 31, 2018, profit for the period decreased by **22.27%** year-on-year to **HKD 9,113 thousand**, and earnings per share decreased by **22.34%** year-on-year to **0.73 HK cents**[4](index=4&type=chunk) [Condensed Consolidated Statement of Changes in Equity (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of December 31, 2018, total equity attributable to owners of the company was HKD 112,591 thousand, an increase from April 1, 2018, primarily due to profit for the period Total Equity Attributable to Owners of the Company (HKD thousands) | Date | Total Equity (HKD thousands) | | :--- | :--- | | April 1, 2017 (Audited) | 106,361 | | December 31, 2017 (Unaudited) | 118,085 | | April 1, 2018 (Audited) | 103,478 | | December 31, 2018 (Unaudited) | 112,591 | - As of December 31, 2018, total equity attributable to owners of the company was **HKD 112,591 thousand**, an increase of **HKD 9,113 thousand** from **HKD 103,478 thousand** on April 1, 2018, primarily driven by profit for the period[6](index=6&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides essential notes on the unaudited condensed consolidated financial statements, covering general information, basis of preparation, revenue, income tax, dividends, and earnings per share [General Information](index=5&type=section&id=General%20Information) This section outlines the company's registration, principal place of business, main operations, and listing status, providing foundational context for the financial statements [Company Profile](index=5&type=section&id=Company%20Profile) - The company was incorporated in the Cayman Islands as an exempted company on **October 16, 2015**[8](index=8&type=chunk) - The company's registered office is in the Cayman Islands, and its principal place of business is in Sheung Wan, Hong Kong[8](index=8&type=chunk) [Principal Activities](index=5&type=section&id=Principal%20Activities) - The Group is principally engaged in providing civil engineering services and investment holding[9](index=9&type=chunk) [Listing Information](index=5&type=section&id=Listing%20Information) - The company's shares were listed on GEM of the Stock Exchange on **April 12, 2016**[10](index=10&type=chunk) [Basis of Preparation](index=5&type=section&id=Basis%20of%20Preparation) The Group's unaudited condensed consolidated financial statements adhere to HKFRS and GEM Listing Rules, are prepared on a historical cost basis, and presented in HKD, with no material impact from new standards - The financial statements comply with Hong Kong Financial Reporting Standards issued by the HKICPA and the applicable disclosure requirements of the GEM Listing Rules[11](index=11&type=chunk) - The statements are prepared on a historical cost basis, except for available-for-sale financial assets measured at fair value, and are presented in Hong Kong Dollars[12](index=12&type=chunk) - New and revised HKFRSs have no material impact on the preparation and presentation of the Group's financial performance and position in current or prior accounting periods[11](index=11&type=chunk) [Revenue](index=5&type=section&id=Revenue) The Group's revenue primarily represents the received and receivable consideration for providing civil engineering services - Revenue refers to the consideration received and receivable for providing civil engineering services[13](index=13&type=chunk) [Income Tax (Credit)/Expense](index=6&type=section&id=Income%20Tax%20(Credit)%2FExpense) The Group's income tax expense is accrued at a Hong Kong profits tax rate of 16.5%, totaling HKD 2,255 thousand for the nine months ended December 31, 2018, a year-on-year decrease - Hong Kong income tax is provided at a rate of **16.5%** on the estimated assessable profits[15](index=15&type=chunk) Income Tax (Credit)/Expense (HKD thousands) | Metric | Oct-Dec 2018 (3 months) (HKD thousands) | Oct-Dec 2017 (3 months) (HKD thousands) | Apr-Dec 2018 (9 months) (HKD thousands) | Apr-Dec 2017 (9 months) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Current tax – Hong Kong profits tax | – | (1,007) | 252 | 2,455 | | Deferred tax | – | (181) | 2,003 | 281 | | Income tax (credit)/expense | – | (1,188) | 2,255 | 2,736 | [Dividends](index=6&type=section&id=Dividends) The Board recommends not to declare an interim dividend for the nine months ended December 31, 2018, and 2017 - The Board recommends not to declare an interim dividend for the nine months ended December 31, 2018, and 2017[16](index=16&type=chunk) [(Loss)/Earnings Per Share](index=6&type=section&id=(Loss)%2FEarnings%20Per%20Share) For the nine months ended December 31, 2018, basic earnings per share were 0.73 HK cents, a year-on-year decrease, with no dilutive ordinary shares (Loss)/Earnings Per Share (HK cents) | Metric | Oct-Dec 2018 (3 months) | Oct-Dec 2017 (3 months) | Apr-Dec 2018 (9 months) | Apr-Dec 2017 (9 months) | | :--- | :--- | :--- | :--- | :--- | | (Loss)/profit for the period attributable to owners of the Company (HKD thousands) | (2,072) | (6,833) | 9,113 | 11,724 | | Weighted average number of ordinary shares (thousands) | 1,248,000 | 1,248,000 | 1,248,000 | 1,248,000 | | Basic and diluted (loss)/earnings per share (HK cents) | (0.17) | (0.55) | 0.73 | 0.94 | - For the nine months ended December 31, 2018, basic earnings per share were **0.73 HK cents**, a decrease from **0.94 HK cents** in the same period last year[17](index=17&type=chunk) - There were no potentially dilutive ordinary shares for the periods ended December 31, 2018, and 2017, thus diluted (loss)/earnings per share equal basic (loss)/earnings per share[18](index=18&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business, future outlook, and a detailed financial review for the reporting period [Business Review](index=7&type=section&id=Business%20Review) The Group has over 19 years of civil engineering subcontracting experience in Hong Kong, with 38 contracts totaling approximately HKD 2.089 billion and 5 new contracts worth HKD 56.95 million awarded this period - The Group has over **19 years** of experience providing civil engineering services as a subcontractor in Hong Kong[20](index=20&type=chunk) - Principal activities include road and drainage works, structural works, and site formation works[20](index=20&type=chunk) - As of December 31, 2018, the Group had **38** contracts on hand, with a total contract sum of approximately **HKD 2,089,141,600**[20](index=20&type=chunk) - During the period, **5** new contracts with a total contract sum of approximately **HKD 56,951,600** were awarded[20](index=20&type=chunk) [Prospects](index=7&type=section&id=Prospects) The Group anticipates both opportunities from government infrastructure spending and challenges from site conditions and client changes in 2019, aiming to enhance shareholder returns through competitive advantages and cost control - **2019** is expected to be a year of both opportunities and challenges, with government infrastructure public expenditure creating more business opportunities[21](index=21&type=chunk) - Difficult geological conditions, adverse weather, client changes to construction plans, and other unforeseen issues may affect the Group's profit as a subcontractor[21](index=21&type=chunk) - The Group will continue to strengthen its competitive advantages, prudently evaluate projects, and control overall costs to enhance shareholder returns[21](index=21&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) The Group's financial performance for the nine months ended December 31, 2018, shows significant declines in revenue and gross profit due to large project completions, despite increased other income and reduced expenses, resulting in lower profit for the period [Revenue](index=8&type=section&id=Revenue) - The Group's revenue is entirely derived from providing civil engineering services[23](index=23&type=chunk) - For the nine months ended December 31, 2018, revenue decreased by **HKD 232,063 thousand (39.15%)** year-on-year to **HKD 360,757 thousand**[23](index=23&type=chunk) - The decrease in revenue was primarily due to a few large construction projects reaching completion stages[23](index=23&type=chunk) [Gross Profit and Gross Profit Margin](index=8&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) - For the nine months ended December 31, 2018, gross profit significantly decreased by **HKD 22,718 thousand (89.56%)** year-on-year to **HKD 2,641 thousand**[24](index=24&type=chunk) - Gross profit margin decreased by approximately **3.6 percentage points** from **4.3%** in the same period of 2017 to **0.7%** in the same period of 2018[24](index=24&type=chunk) - The decrease in gross profit margin was mainly attributable to the project phases and the cost-plus pricing model[24](index=24&type=chunk) [Other Income](index=8&type=section&id=Other%20Income) - For the nine months ended December 31, 2018, other income increased by **HKD 15,642 thousand (6410.66%)** year-on-year to **HKD 15,886 thousand**[25](index=25&type=chunk) - The increase was primarily due to the net effect of forfeiture of deposits, write-off of retention payables, and realized gains and unrealized fair value changes from the disposal of listed securities investments[25](index=25&type=chunk) [Administrative and Other Operating Expenses](index=8&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) - For the nine months ended December 31, 2018, administrative and other operating expenses decreased by **HKD 3,764 thousand (34.52%)** year-on-year to **HKD 7,141 thousand**[26](index=26&type=chunk) - The decrease was mainly attributable to a reduction in staff costs recorded[26](index=26&type=chunk) [Finance Costs](index=9&type=section&id=Finance%20Costs) - For the nine months ended December 31, 2018, finance costs decreased by **HKD 220 thousand (92.44%)** year-on-year to **HKD 18 thousand**[28](index=28&type=chunk) - The decrease in finance costs was mainly due to the completion of repayments for certain finance lease liabilities[28](index=28&type=chunk) [Income Tax Expense](index=9&type=section&id=Income%20Tax%20Expense) - For the nine months ended December 31, 2018, income tax expense decreased by **HKD 481 thousand (17.58%)** year-on-year to **HKD 2,255 thousand**[29](index=29&type=chunk) - This decrease is consistent with the reduction in profit before income tax for the nine months ended December 31, 2018[29](index=29&type=chunk) [Profit and Total Comprehensive Income Attributable to Owners of the Company for the Period](index=9&type=section&id=Profit%20and%20Total%20Comprehensive%20Income%20Attributable%20to%20Owners%20of%20the%20Company%20for%20the%20Period) - For the nine months ended December 31, 2018, profit and total comprehensive income attributable to owners of the company decreased by **HKD 2,611 thousand (22.27%)** year-on-year to **HKD 9,113 thousand**[30](index=30&type=chunk) - The decrease primarily resulted from the net effect of increased cost of sales and reduced gross profit, administrative and other operating expenses, and income tax expense[30](index=30&type=chunk) [Disclosure of Interests](index=9&type=section&id=Disclosure%20of%20Interests) This section details the interests and short positions of directors, chief executives, and substantial shareholders in the company's shares and related securities [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company](index=9&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company) As of December 31, 2018, no directors or chief executives held disclosable interests or short positions in the company's shares, underlying shares, or debentures - As of December 31, 2018, no directors or chief executives of the company held any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations that are required to be disclosed to the company and the Stock Exchange[31](index=31&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=10&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of December 31, 2018, Luen Wong Investment Limited and its associates (Wong Chi Kwok, Law Oi Ling, Wong Wing Wah, Lai Siu Kuen) were substantial shareholders, holding a **26.20%** equity interest in the company Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held/Interested | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Luen Wong Investment Limited | Beneficial owner | 327,030,000 | 26.20% | | Wong Chi Kwok | Interest in controlled corporation | 327,030,000 | 26.20% | | Law Oi Ling | Spouse's interest | 327,030,000 | 26.20% | | Wong Wing Wah | Interest in controlled corporation | 327,030,000 | 26.20% | | Lai Siu Kuen | Spouse's interest | 327,030,000 | 26.20% | - Luen Wong Investment Limited is owned **50%** by Mr. Wong Chi Kwok and **50%** by Mr. Wong Wing Wah, both of whom are deemed to have an interest in the shares held by Luen Wong[35](index=35&type=chunk) - Ms. Law Oi Ling is the spouse of Mr. Wong Chi Kwok, and Ms. Lai Siu Kuen is the spouse of Mr. Wong Wing Wah; for the purposes of the Securities and Futures Ordinance, they are deemed or taken to be interested in all shares in which their respective spouses are interested[35](index=35&type=chunk) [Other Information](index=11&type=section&id=Other%20Information) This section covers competitive interests, compliance advisor interests, post-reporting period events, securities transactions, corporate governance, directors' securities dealing code, dividends, GEM Listing Rule disclosures, share option scheme, and the audit committee [Competing Interests](index=11&type=section&id=Competing%20Interests) Directors confirm that as of December 31, 2018, and up to the report date, no controlling shareholders, directors, or their close associates had interests competing with the Group's business - The directors confirm that neither the controlling shareholders nor the directors and their respective close associates have any interests in any business that competes or is likely to compete, directly or indirectly, with the Group's business[36](index=36&type=chunk) [Compliance Advisor's Interests](index=11&type=section&id=Compliance%20Advisor's%20Interests) The Group has appointed TC Capital International Limited as its compliance advisor, which has no other disclosable interests related to the company beyond the compliance advisor agreement - The Group has appointed TC Capital International Limited as its compliance advisor, and save for the compliance advisor agreement, neither the compliance advisor, its directors, employees, nor close associates have any interests in relation to the company that are required to be disclosed to the Group under Rule 6A.32 of the GEM Listing Rules[37](index=37&type=chunk) [Events After Reporting Period](index=11&type=section&id=Events%20After%20Reporting%20Period) As of the date of this quarterly report, there have been no significant events after the reporting period for the company or the Group since December 31, 2018 - There have been no significant events after the reporting period for the company or the Group from December 31, 2018, up to the date of this quarterly report[38](index=38&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=11&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the nine months ended December 31, 2018 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the nine months ended December 31, 2018[39](index=39&type=chunk) [Corporate Governance Code](index=11&type=section&id=Corporate%20Governance%20Code) The company has complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix 15 of the GEM Listing Rules - The company has complied with all applicable code provisions of the Corporate Governance Code and Corporate Governance Report as set out in Appendix 15 of the GEM Listing Rules[40](index=40&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=12&type=section&id=Code%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) The company adopted the GEM Listing Rules' required standard of conduct for directors' securities transactions, and all directors confirm full compliance - The company has adopted the required standard of conduct as 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 that they have fully complied with the required dealing standards set out in the code of conduct for the nine months ended December 31, 2018, and up to the date of this report[42](index=42&type=chunk) [Dividends](index=12&type=section&id=Dividends) The Board recommends not to declare an interim dividend for the nine months ended December 31, 2018 - The Board recommends not to declare an interim dividend for the nine months ended December 31, 2018[43](index=43&type=chunk) [Disclosure Required Under Rule 17.50(2) of the GEM Listing Rules](index=12&type=section&id=Disclosure%20Required%20Under%20Rule%2017.50(2)%20of%20the%20GEM%20Listing%20Rules) As of the report date, there are no other matters concerning directors' appointments or information requiring 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 is there any information regarding directors that is required to be disclosed under Rule 17.50(2) of the GEM Listing Rules[44](index=44&type=chunk) [Share Option Scheme](index=12&type=section&id=Share%20Option%20Scheme) The company's share option scheme was adopted on March 24, 2016, but no options have been granted or remain outstanding as of December 31, 2018 - The company's share option scheme was adopted by way of shareholders' written resolutions on **March 24, 2016**, with terms determined in accordance with Chapter 23 of the GEM Listing Rules[45](index=45&type=chunk) - No share options have been granted since the adoption of the share option scheme, and there were no outstanding share options as of December 31, 2018[46](index=46&type=chunk) [Audit Committee](index=13&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors chaired by Mr. Wong Chi Kam, has reviewed the unaudited consolidated financial statements and found them compliant with applicable standards and disclosure requirements - The Audit Committee comprises three independent non-executive directors: Mr. Wong Chi Kam (Chairman), Mr. Liu Hung Ho, and Mr. Tai Chin[48](index=48&type=chunk) - The Audit Committee has reviewed the Group's unaudited consolidated financial statements for the nine months ended December 31, 2018, and is of the opinion that the results comply with applicable accounting standards, principles and policies, requirements of the GEM Listing Rules, and other applicable legal requirements, and that adequate disclosures have been made[48](index=48&type=chunk) [Board Approval](index=13&type=section&id=Board%20Approval) This report was approved for release by the Board of Directors on February 1, 2019 - This report was approved for release by Mr. So Kwok Hung, Chairman and Executive Director of the Board, on **February 1, 2019**[48](index=48&type=chunk)