香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 – 1 – 本 公 告 僅 供 參 考，並 不 構 成 收 購、購 買 或 認 購 本 公 司 證 券 之 邀 請 或 要 約。 CHINA NEW CONSUMPTION GROUP LIMITED 中國新消費集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8275） 申請認購供股股份及 涉及補償安排之不獲認購供股股份及 不合資格股東未售供股股份數目 茲 提 述 中 國 新 消 費 集 團 有 限 公 司（「本公司」）日 期 為 二 零 二 四 年 十 月 二 十 四 日 的 供 股 章 程（「供股章程」），內 容 有 關（其 中 包 括）供 股 及 配 售 事 項。除 另 有 界 定 外，本 公 告 所 用 詞 彙 與 供 股 章 程 所 定 義 者 具 相 同 涵 義 ...

Financial Performance - The company reported revenue of HKD 105,944,000 for the six months ended September 30, 2024, representing a 77.9% increase from HKD 59,560,000 in the same period of 2023[5]. - Gross profit for the same period was HKD 23,370,000, compared to HKD 10,071,000 in 2023, indicating a significant improvement in profitability[5]. - The operating profit turned positive at HKD 1,504,000, a recovery from an operating loss of HKD 2,803,000 in the previous year[5]. - The company incurred a loss attributable to owners of HKD 1,397,000, which is a slight increase from HKD 1,312,000 in the prior year[5]. - For the six months ended September 30, 2024, the company reported total revenue of HKD 105,944,000, a significant increase of 78.1% compared to HKD 59,560,000 for the same period in 2023[12]. - The company reported a loss from operating activities of HKD 4,402,000 for the six months ended September 30, 2024, compared to a loss of HKD 1,397,000 in the previous year[8]. - The company recorded a net loss attributable to shareholders of approximately HKD 1.4 million for the six months ended September 30, 2024, compared to a net loss of approximately HKD 1.3 million for the same period in 2023, primarily due to increased profit margins from newly awarded construction projects and fair value losses on securities[45]. - Revenue for the six months ended September 30, 2024, was approximately HKD 105.9 million, representing an increase of approximately 77.9% compared to approximately HKD 59.6 million for the same period in 2023, mainly driven by increased construction project income[48]. - The cost of sales for the same period was approximately HKD 82.6 million, an increase of approximately 66.9% from approximately HKD 49.5 million in the prior year, attributed to rising labor costs and other expenses[49]. - Gross profit for the six months ended September 30, 2024, was approximately HKD 23.4 million, up approximately 132.1% from approximately HKD 10.1 million in the previous year, with gross margin increasing from about 16.9% to approximately 22.1%[50]. Assets and Liabilities - Total assets as of September 30, 2024, were HKD 121,984,000, a decrease from HKD 123,381,000 as of March 31, 2024[6]. - Current liabilities decreased significantly to HKD 30,293,000 from HKD 44,399,000, indicating improved liquidity management[6]. - The company’s net asset value stood at HKD 121,984,000, reflecting a slight decline from HKD 123,381,000[6]. - The company has maintained its share capital at HKD 4,800,000, with reserves totaling HKD 117,184,000[6]. - As of September 30, 2024, the total liabilities of the group were approximately HKD 2.5 million, down from HKD 4.0 million as of March 31, 2024[61]. - The group's debt-to-equity ratio as of September 30, 2024, was approximately 2.1%, a decrease from 3.3% as of March 31, 2024[61]. Cash Flow and Investments - The company experienced a net cash outflow from operating activities of HKD 6,356,000 for the six months ended September 30, 2024, compared to a net inflow of HKD 3,466,000 in the prior year[8]. - Cash and cash equivalents decreased by HKD 21,818,000, resulting in a closing balance of HKD 19,694,000 as of September 30, 2024, down from HKD 33,528,000 in the previous year[8]. - The company incurred a net cash outflow from investing activities of HKD 13,959,000, which was higher than the outflow of HKD 8,989,000 in the same period last year[8]. - The company has invested significantly in machinery and equipment, which is essential for its drilling pile construction operations[9]. Share Capital and Dividends - The company did not recommend an interim dividend for the six months ended September 30, 2024, consistent with the previous year[19]. - The total issued and paid-up share capital remained at 480,003,445 shares, valued at HKD 4,800,000 as of September 30, 2024[36]. - The company has adopted a new share option scheme effective from April 25, 2024, allowing for the issuance of up to 48,000,344 shares, which is 10% of the issued shares as of the adoption date[74]. - No share options were granted, exercised, lapsed, or expired during the six months ended September 30, 2024[75]. Operational Focus and Future Plans - The company is focusing on expanding its market presence and enhancing its product offerings to drive future growth[5]. - The company continues to focus on expanding its foundation engineering services and machinery leasing business[9]. - The company plans to invest in human resources and information systems to enhance operational capabilities and efficiency in foundation and drilling projects amid a challenging business environment[46]. - The company is actively seeking potential business opportunities to expand revenue sources and increase shareholder returns, including a memorandum of understanding for potential collaboration on the "Tea Da Ye" beverage brand in China and Southeast Asia[46][47]. Governance and Compliance - The board of directors confirmed the accuracy and completeness of the financial report, ensuring no misleading information was presented[2]. - The company has adhered to all applicable corporate governance codes as per GEM listing rules for the six months ending September 30, 2024[76]. - The Audit Committee, established on September 22, 2017, consists of independent non-executive directors and has reviewed the unaudited consolidated financial statements for the six months ending September 30, 2024, ensuring compliance with applicable accounting standards and GEM listing rules[77]. - The interim results announcement and report for the six months ending September 30, 2024, will be sent to shareholders and published on the company's website[77].

Financial Performance - For the six months ending September 30, 2024, the company reported revenue of HKD 105,944,000, an increase of 77.9% compared to HKD 59,560,000 for the same period in 2023[6]. - The gross profit for the same period was HKD 23,370,000, compared to HKD 10,071,000 in the previous year, reflecting a significant improvement[6]. - The operating profit for the six months was HKD 1,504,000, a turnaround from an operating loss of HKD 2,803,000 in the prior year[6]. - The company incurred a loss attributable to owners of HKD 1,397,000, compared to a loss of HKD 1,312,000 in the same period last year[6]. - The basic and diluted loss per share was HKD 0.3, an improvement from HKD 0.7 in the previous year[6]. - The total comprehensive loss for the period was HKD 1,397,000, compared to HKD 2,598,000 in the previous year, indicating a reduction in overall losses[6]. - Customer contract revenue for the six months ended September 30, 2024, was HKD 105,944,000, a 78% increase from HKD 59,560,000 in the same period of 2023[12]. - Construction contract revenue reached HKD 104,224,000, up from HKD 55,108,000, reflecting an increase of 89% year-over-year[12]. - The company reported a net loss attributable to shareholders of HKD 1,397,000 for the six months ended September 30, 2024, compared to a loss of HKD 1,312,000 in the same period of 2023[21]. Assets and Liabilities - As of September 30, 2024, total non-current assets amounted to HKD 46,329,000, a decrease from HKD 47,446,000 as of March 31, 2024[7]. - Current assets totaled HKD 108,422,000, down from HKD 121,257,000 in the previous period[7]. - Total current liabilities decreased significantly to HKD 30,293,000 from HKD 44,399,000, indicating improved liquidity[7]. - The net asset value stood at HKD 121,984,000, slightly down from HKD 123,381,000[7]. - The company reported a significant decrease in cash and cash equivalents, ending the period with HKD 19,694,000, down from HKD 33,528,000[9]. - The total liabilities of the company as of September 30, 2024, were approximately HKD 2.5 million, a decrease from HKD 4.0 million as of March 31, 2024[53]. - The group’s debt-to-equity ratio as of September 30, 2024, was approximately 2.1%, a decrease from 3.3% as of March 31, 2024[62]. Cash Flow - Cash flow from operating activities showed a net outflow of HKD 6,356,000 compared to an inflow of HKD 3,466,000 in the same period last year[9]. - Cash flow used in investing activities was HKD 13,959,000, an increase from HKD 8,989,000 in the previous year[9]. - As of September 30, 2024, the company had cash and bank balances of approximately HKD 19.7 million, down from HKD 41.5 million as of March 31, 2024[53]. Investments and Capital Structure - The company has invested heavily in machinery and equipment, indicating a focus on enhancing operational capacity[10]. - The company completed a rights issue in May 2022, issuing 81,000,000 shares at a subscription price of HKD 0.55 per share, raising approximately HKD 42.6 million net of estimated expenses[55]. - The 2023 rights issue was announced on February 17, 2023, aiming to raise approximately HKD 33.5 million by issuing 240,002,067 shares at HKD 0.147 per share[57]. - The net proceeds from the 2023 rights issue are allocated as follows: approximately HKD 18.5 million for expanding foundation business capabilities, HKD 7.5 million for developing AI business, and HKD 7.5 million for general working capital[58]. - The company announced a new rights issue on September 4, 2024, to raise approximately HKD 22.5 million by issuing 240,001,722 shares at a subscription price of HKD 0.1 per share[60]. - The net proceeds from the 2024 rights issue are planned to be used for acquiring generators (approximately HKD 10.0 million), for financial services business (approximately HKD 8.0 million), and for general working capital (approximately HKD 4.5 million)[60]. Corporate Governance - The company is committed to high standards of corporate governance to enhance shareholder value and accountability[77]. - The Audit Committee, established on September 22, 2017, reviews financial information and internal control procedures, ensuring compliance with applicable accounting standards and GEM listing rules[78]. - The company has complied with all applicable code provisions of the corporate governance code during the six-month period ending September 30, 2024[77]. - The board of directors includes executive and independent non-executive members, ensuring a diverse governance structure[79]. Employee and Operational Insights - The total employee costs for the six months ended September 30, 2024, reached approximately HKD 33.5 million, compared to HKD 27.5 million for the same period in 2023[68]. - The group employed 27 full-time employees as of September 30, 2024, a decrease from 73 employees as of September 30, 2023[68]. - The company plans to invest in human resources and information systems to enhance operational capabilities in foundation and drilling projects amid a challenging business environment[47]. - The company has been focusing on enhancing its operational capabilities and expanding its business through strategic investments in new technologies and workforce[55][58]. Future Outlook - The company has not disclosed specific future outlook or guidance in the provided content[6]. - There is no mention of new products, technologies, market expansion, or mergers and acquisitions in the provided content[6]. - The company is actively seeking potential business opportunities to expand revenue sources and increase shareholder returns, including a memorandum of understanding for potential cooperation in the beverage brand "Tea Da Ye" in China and Southeast Asia[47][48].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 CHINA NEW CONSUMPTION GROUP LIMITED 中國新消費集團有限公司 執行董事 中國新消費集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8275） 董事會會議通告 中 國 新 消 費 集 團 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 稱 為「本集團」）之 董 事 （「董 事」）會（「董事會」）謹 此 宣 佈 於 二 零 二 四 年 十 一 月 八 日（星 期 五）舉 行 董 事 會 會 議，藉 以 考 慮 及 通 過（其 中 包 括）本 集 團 截 至 二 零 二 四 年 九 月 三 十 日 止 六 個 月 之 未 經 審 核 中 期 業 績，以 及 考 慮 派 發 股 息（如 有）。 承董事會命 本公告將由其刊登日起計最少一連七天 ...

TO BE VALID, THE WHOLE OF THIS PROVISIONAL ALLOTMENT LETTER MUST BE RETURNED. 暫定配額通知書必須整份交回方為有效。 IMPORTANT 重要提示 Reference is made to the prospectus (the "Prospectus") issued by China New Consumption Group Limited (the "Company") dated 24 October 2024 in relation to the Rights Issue. Terms defined in the Prospectus shall have the same meanings when used herein, unless the context otherwise requires. 茲提述中國新消費集團有限公司（「本公司」）日期為2024年10月24日有關供股之供股章程（「供股章程」）。除文義另有所指外，供股章程 所界定詞彙與本表格所用者具相同涵義。 A copy of each of the Pr ...

此乃要件 請即處理 閣下如對本供股章程的任何內容或應採取的行動有任何疑問，應諮詢 閣下的股票經紀或其他註冊證券交易商、 銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有中國新消費集團有限公司的股份，應立即將章程文件送交買主或承讓人，或經手買 賣或轉讓的銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司對本供股章程的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本供股章程全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 各章程文件（隨附本供股章程附錄三「14.送呈香港公司註冊處處長之文件」一段所述之文件），已依據香港法例第 32章《公司（清盤及雜項條文）條例》第342C條規定送呈香港公司註冊處處長登記。香港公司註冊處處長、香港聯 合交易所有限公司及香港證券及期貨事務監察委員會對任何章程文件之內容概不負責。 股份及未繳股款及繳足股款供股股份之買賣可透過由香港結算設立及營運的中央結算系統進行交收， 閣下應諮 詢 閣下之股票經紀或持牌證券交易商或註冊證券機構、銀行經理、律師、 ...

[Company Information](index=3&type=section&id=Company%20Information) The report details company information, including board and committee members, noting multiple changes during the period - The report details the company's basic information, including board and committee members, company secretary, auditors, and legal advisors, noting multiple changes during the reporting period[3](index=3&type=chunk)[4](index=4&type=chunk)[5](index=5&type=chunk) [Executive Directors' Report](index=6&type=section&id=Executive%20Directors%27%20Report) The report highlights improved performance due to higher construction project gross margins despite a challenging environment, with future focus on cost control, talent development, and diversification into crude oil trading and financial services - During the reporting year, the Group's gross profit margin from construction projects increased, leading to a slight improvement in performance, but the overall operating environment remained challenging[7](index=7&type=chunk) - Future strategies will focus on two main areas: strict cost control and improved operational efficiency, and dedicated talent development[7](index=7&type=chunk)[8](index=8&type=chunk) - The Group is actively seeking business diversification, planning to expand into crude oil trading and financial services to broaden revenue streams[8](index=8&type=chunk)[10](index=10&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=8&type=section&id=Business%20Review%20and%20Outlook) The Group, primarily in foundation works, returned to profitability with **8.4 million HKD** net profit due to cost control and investment gains, and plans future investments in efficiency and financial services diversification - In the reporting year, net profit attributable to owners was approximately **8.4 million HKD**, compared to a net loss of approximately **26.8 million HKD** in the prior year[15](index=15&type=chunk) - The profit was primarily attributable to: (i) effective cost control in construction projects leading to increased gross profit; (ii) increased gains from disposal of equity investments; (iii) partially offset by increased salaries and legal professional fees[15](index=15&type=chunk)[28](index=28&type=chunk) - The Group will expand its financial services business, with its wholly-owned subsidiary Golden Stone Credit Limited having obtained a money lender's license on May 30, 2024[16](index=16&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) The Group's financial performance significantly improved, with revenue increasing to **140 million HKD** and gross profit turning from a **7.0 million HKD** loss to a **34.9 million HKD** profit, resulting in **8.4 million HKD** net profit attributable to owners Key Financial Performance Indicators | Metric | 2024 (thousand HKD) | 2023 (thousand HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 140,000 | 135,100 | +3.6% | | **Cost of Sales** | 105,000 | 142,100 | -26.1% | | **Gross Profit / (Loss)** | 34,900 | (7,000) | +598.6% | | **Gross Profit Margin** | 25.0% | -5.2% | +30.2 percentage points | | **Administrative Expenses** | 29,100 | 20,100 | +45.2% | | **Profit / (Loss) Attributable to Owners** | 8,400 | (26,800) | Turned loss into profit | [Share Capital Structure, Liquidity and Financial Resources](index=10&type=section&id=Share%20Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) The Group significantly enhanced liquidity through capital operations, increasing bank and cash balances to **41.5 million HKD** and total equity to **123.4 million HKD**, while reducing total liabilities to **4.0 million HKD** and improving the gearing ratio to **3.3%** Key Financial Position Indicators | Metric | March 31, 2024 (thousand HKD) | March 31, 2023 (thousand HKD) | | :--- | :--- | :--- | | **Bank and Cash Balances** | 41,500 | 5,500 | | **Total Equity Attributable to Owners** | 123,400 | 72,600 | | **Total Liabilities** | 4,000 | 7,500 | | **Gearing Ratio** | 3.3% | 10.3% | - Net proceeds from the 2023 rights issue were approximately **33.5 million HKD**, of which **18.5 million HKD** originally designated for expanding the foundation business was re-allocated to develop financial services[39](index=39&type=chunk)[42](index=42&type=chunk) - Net proceeds from the 2023 placing of new shares, approximately **13.4 million HKD**, were fully utilized as planned for oil trading business and general working capital[44](index=44&type=chunk)[45](index=45&type=chunk) - The Group faces a potential default claim with a maximum exposure of approximately **33.8 million HKD**, but the directors believe no provision is currently required[52](index=52&type=chunk) [Other Operating Information](index=16&type=section&id=Other%20Operating%20Information) The Group completed a discloseable transaction by selling shares in Guomao Holdings for **14.83 million HKD**, employed **83** staff with **48.6 million HKD** in staff costs, and did not recommend a final dividend - In November 2023, the Group disposed of shares in Guomao Holdings Limited (8428.HK) for a total consideration of approximately **14.83 million HKD**[58](index=58&type=chunk) - As of March 31, 2024, the Group had a total of **83** employees (76 last year), with total staff costs of approximately **48.6 million HKD** (44.5 million HKD last year)[59](index=59&type=chunk) - The Board did not recommend the payment of a final dividend for the reporting year[62](index=62&type=chunk) [Biographical Details of Directors and Senior Management](index=17&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section details the professional backgrounds of the company's directors and senior management, highlighting their diverse expertise in areas such as investor relations, corporate finance, law, and construction - Executive Director Ms. Liao Jingwen, 35, holds a Bachelor of Psychology and an MBA, with extensive experience in investor relations, public relations, and blockchain development[65](index=65&type=chunk) - Independent Non-executive Director Mr. He Dingding is a Chartered Financial Analyst with over **19** years of experience in capital markets and corporate finance[66](index=66&type=chunk) - Independent Non-executive Director Mr. Wu Jianlong has over **32** years of experience in the construction and engineering industry[72](index=72&type=chunk) [Corporate Governance Report](index=21&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=21&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company maintains high corporate governance standards, complying with GEM Listing Rules, with a Board comprising one executive and three independent non-executive directors, and has purchased liability insurance for its directors and senior management - During the reporting year, the company complied with all applicable code provisions contained in the Corporate Governance Code[82](index=82&type=chunk) - The Board comprises **1** executive director and **3** independent non-executive directors, with independent non-executive directors accounting for over one-third, meeting Listing Rule requirements[93](index=93&type=chunk) - Former Chairman Mr. Tang Guiliang resigned on December 29, 2023, and the company is seeking a suitable candidate to fill the chairman vacancy[98](index=98&type=chunk) [Board Committees](index=24&type=section&id=Board%20Committees) The company has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors with defined responsibilities for financial oversight, remuneration policy, and board composition - The Audit Committee, chaired by Mr. He Dingding, is responsible for reviewing financial information, internal control procedures, and risk management systems[108](index=108&type=chunk) - The Remuneration Committee, chaired by Mr. Wu Jianlong, is responsible for recommending remuneration policies for directors and senior management to the Board[104](index=104&type=chunk) - The Nomination Committee, chaired by Ms. Chen Zixi, is responsible for reviewing Board composition, independence, and recommending new director candidates[105](index=105&type=chunk) [Risk Management and Internal Control](index=32&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees the Group's internal control and risk management systems, conducting annual reviews, and has established risk mitigation and anti-corruption policies, opting for external professional review over an in-house internal audit function due to cost-effectiveness - The Board confirms its full responsibility for overseeing internal control and risk management systems, reviewing their effectiveness at least annually[140](index=140&type=chunk) - The Group has adopted anti-corruption and whistleblowing policies, with their effectiveness reviewed annually by the Audit Committee[142](index=142&type=chunk)[144](index=144&type=chunk) - The Group has not yet established an internal audit function, deeming it more cost-effective to appoint external independent professionals for this role, and will review this need annually[148](index=148&type=chunk) [Environmental, Social and Governance Report](index=35&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=35&type=section&id=ESG%20Governance%20and%20Strategy) The Group integrates ESG principles into its strategy, with Board oversight, focusing on its Hong Kong piling business, identifying business ethics, regulatory management, and systemic risk as key issues, and aligning with SDG 3 - The Board bears ultimate responsibility for the Group's ESG strategy and reporting, having established an ESG working group led by directors to assist with implementation[167](index=167&type=chunk) - Materiality assessment identified three key issues: business ethics and anti-corruption, legal and regulatory environment management, and systemic risk management[182](index=182&type=chunk)[186](index=186&type=chunk) - The Group identified United Nations Sustainable Development Goal SDG 3 (Good Health and Well-being) as the most relevant objective to its business[184](index=184&type=chunk) [Environmental Sustainability](index=42&type=section&id=Environmental%20Sustainability) The Group aims to reduce environmental impact and comply with regulations, noting increased emissions and resource consumption due to business recovery, and has begun assessing climate change physical risks while setting reduction targets Environmental Performance Indicators | Emissions and Resource Consumption | FY2023/2024 | YoY Change | | :--- | :--- | :--- | | **Total Greenhouse Gas Emissions** | 2,860.51 tonnes of CO2e | +32.44% | | **Non-hazardous Waste** | 166.00 tonnes | +50.91% | | **Electricity Consumption** | 51.97 MWh | +26.95% | | **Diesel Consumption** | 1,058,171.00 liters | +32.51% | | **Total Water Consumption** | 1,129.00 cubic meters | +46.81% | - The Group considers rising average temperatures and extreme weather events as major physical risks affecting future site operations and is in the preliminary stages of developing mitigation plans[224](index=224&type=chunk) [Social Sustainability](index=53&type=section&id=Social%20Sustainability) The Group prioritizes employee welfare, health, and safety, adhering to labor laws, with no work-related fatalities in three years, while also focusing on local, risk-assessed suppliers and maintaining a zero-tolerance anti-corruption policy - The Group strictly complies with labor laws such as the Employment Ordinance, prohibiting child and forced labor[252](index=252&type=chunk) - Health and Safety: Zero work-related fatalities in the past three years; during the reporting year, four workers were injured, resulting in **429** lost workdays[248](index=248&type=chunk) - Supply Chain Management: Collaborates with **56** suppliers in Hong Kong, with green procurement policies covering approximately **80%** of key suppliers[259](index=259&type=chunk) - Anti-corruption: During the reporting period, neither the Group nor its staff were involved in any concluded litigation cases concerning bribery, extortion, fraud, or money laundering[272](index=272&type=chunk) [Directors' Report](index=74&type=section&id=Directors%27%20Report) This report outlines the Group's principal activities in foundation engineering and machinery leasing, confirms no final dividend recommendation, details customer concentration with the largest client accounting for **40.8%** of turnover, and affirms sufficient public float - The Group's principal activities are foundation contracting, specializing in bored piling and other foundation works, and machinery leasing[297](index=297&type=chunk) - The Board did not recommend the payment of a final dividend for the reporting year[305](index=305&type=chunk) - During the reporting year, revenue from the largest customer accounted for approximately **40.8%** of total turnover, with the top five customers accounting for approximately **86.4%**[320](index=320&type=chunk) - Based on public information and the directors' knowledge, the company maintained a public float of not less than **25%** during the reporting year and up to the date of this report's publication[344](index=344&type=chunk) [Independent Auditor's Report](index=83&type=section&id=Independent%20Auditor%27s%20Report) RSM Hong Kong issued an unmodified opinion on the Group's consolidated financial statements, highlighting key audit matters related to revenue and cost recognition for construction contracts and impairment of expected credit losses on receivables due to significant management judgment - Auditor RSM Hong Kong issued an unmodified opinion on the consolidated financial statements (true and fair view)[355](index=355&type=chunk) - Key Audit Matter One: Revenue and cost recognition for construction contracts, deemed critical due to significant management judgment and estimation regarding contract outcomes (e.g., forecast costs to complete, assessment of variations)[359](index=359&type=chunk)[361](index=361&type=chunk) - Key Audit Matter Two: Impairment of expected credit losses for trade receivables, retention receivables, and contract assets, deemed critical due to the subjectivity of the assessment process and significant management judgment required[362](index=362&type=chunk)[366](index=366&type=chunk) [Consolidated Financial Statements](index=89&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=90&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2024, the Group achieved a significant turnaround, with revenue increasing to **140 million HKD**, gross profit turning from a **7.0 million HKD** loss to a **34.9 million HKD** profit, and profit attributable to owners reaching **8.4 million HKD** Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Item (thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | **Revenue** | 139,969 | 135,099 | | **Gross Profit / (Loss)** | 34,926 | (6,969) | | **Operating Profit / (Loss)** | 7,645 | (27,317) | | **Profit / (Loss) for the Year** | 7,617 | (27,089) | | **Profit / (Loss) Attributable to Owners of the Company** | 8,351 | (26,757) | | **Basic Earnings / (Loss) Per Share (HK cents)** | 2.21 | (10.48) | [Consolidated Statement of Financial Position](index=91&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's financial position significantly strengthened, with total assets increasing to **169 million HKD**, total liabilities decreasing to **45.4 million HKD**, and total equity growing to **123.4 million HKD** Consolidated Statement of Financial Position Summary | Item (thousand HKD) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Non-current Assets** | 47,446 | 65,163 | | **Current Assets** | 121,257 | 63,302 | | **Total Assets** | **168,703** | **128,465** | | **Current Liabilities** | 44,399 | 52,978 | | **Non-current Liabilities** | 923 | 3,197 | | **Total Liabilities** | **45,322** | **56,175** | | **Net Assets** | **123,381** | **72,290** | | **Total Equity** | **123,381** | **72,290** | [Consolidated Statement of Cash Flows](index=93&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's cash and cash equivalents increased by **36.0 million HKD**, driven primarily by **44.7 million HKD** net cash inflow from financing activities, despite net cash outflows from operating and investing activities Consolidated Statement of Cash Flows Summary | Item (thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | (2,346) | (19,843) | | **Net Cash Used in Investing Activities** | (6,376) | (18,521) | | **Net Cash From Financing Activities** | 44,709 | 39,549 | | **Net Increase in Cash and Cash Equivalents** | 35,987 | 1,185 | | **Cash and Cash Equivalents at Year End** | 41,512 | 5,525 | [Notes to the Consolidated Financial Statements](index=95&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies, key judgments, and estimates, highlighting significant changes in share capital structure and a contingent liability for a potential claim of **33.8 million HKD** - Note 5 indicates that revenue recognition for construction contracts and impairment of receivables are key areas involving significant estimation uncertainty[491](index=491&type=chunk)[495](index=495&type=chunk) - Note 32 details a series of complex share capital movements during the year, including capital reduction, rights issues, and placing of new shares[598](index=598&type=chunk)[599](index=599&type=chunk)[601](index=601&type=chunk) - Note 40 discloses that an indirect wholly-owned subsidiary faces a potential claim for breach of contract, with a maximum amount of approximately **33.8 million HKD**, but the directors believe no provision is required[628](index=628&type=chunk) [Financial Summary](index=154&type=section&id=Financial%20Summary) This section summarizes the Group's key financial data for the past five fiscal years, showing a return to profitability in 2024 after four years of losses, and equity attributable to owners reaching a five-year high Five-Year Financial Summary | Item (thousand HKD) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 139,969 | 135,099 | 146,737 | 141,791 | 86,999 | | **Profit / (Loss) Before Tax** | 7,127 | (27,886) | (42,331) | (14,466) | (13,908) | | **Equity Attributable to Owners of the Company** | 123,381 | 72,622 | 50,526 | 54,766 | 62,616 |

[Corporate Information](index=4&type=section&id=Corporate_Information) This section provides the company's basic registration information and details significant changes in its board and key personnel [Corporate Information Details](index=4&type=section&id=Corporate_Information_Details) This chapter provides the company's basic registration, board and committee members, and advisors, noting significant board changes during the period - Board member changes: **Mr. Tang Gui-liang resigned** as Chairman and Executive Director on December 29, 2023; **Ms. Liu Jing-wen was re-designated** from Independent Non-executive Director to Executive Director on the same day; **Mr. Wu Jian-long was appointed** as Independent Non-executive Director on the same day[9](index=9&type=chunk) - Company Secretary changes: **Mr. Li Wen-tai was re-designated** from Company Secretary to Joint Company Secretary on December 29, 2023, and **Ms. Zheng Cheng-xin was appointed** as Joint Company Secretary on the same day[9](index=9&type=chunk) [Executive Directors' Report](index=6&type=section&id=Executive_Directors_Report) This report highlights improved performance through enhanced construction project gross margins and outlines future strategies focusing on cost control, talent development, and business diversification [Executive Directors' Report Summary](index=6&type=section&id=Executive_Directors_Report_Summary) The report highlights improved performance through enhanced construction project gross margins and outlines future strategies focusing on cost control, talent development, and diversification into new business areas - Performance improvement: During the reporting year, the Group's **gross profit margin on construction projects increased**, leading to a **slight improvement in performance**[14](index=14&type=chunk) - Core strategies: The Group will focus on **strict cost control**, **enhancing operational efficiency**, **strengthening project management**, and **cultivating talent**[14](index=14&type=chunk)[15](index=15&type=chunk) - Business expansion plans: The Group believes that **crude oil trading and financial services businesses have good prospects**, presenting excellent opportunities to **expand and diversify operations** and **increase revenue sources**[15](index=15&type=chunk)[18](index=18&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management_Discussion_and_Analysis) This section provides a comprehensive review of the Group's financial performance, strategic outlook, liquidity, and other key financial information, highlighting a return to profitability and diversification efforts [Business and Financial Review](index=8&type=section&id=Business_and_Financial_Review) This section reviews the Group's core business of foundation works, highlighting a successful turnaround to profitability with increased revenue and significant gross profit margin improvement - The Group successfully turned losses into profits during the reporting year, recording a profit attributable to owners of approximately **HKD 8.4 million**, compared to a loss of **HKD 26.8 million** in the same period last year. The main reasons are: (i) **increased gross profit** due to improved cost control in construction projects; (ii) **increased gains from disposal of equity investments**; and (iii) **increased administrative expenses** due to higher salaries and professional fees[23](index=23&type=chunk)[36](index=36&type=chunk) Financial Performance Summary | Financial Metric | FY2024 (thousand HKD) | FY2023 (thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 139,969 | 135,099 | +3.6% | | Cost of Sales | (105,043) | (142,068) | -26.1% | | Gross Profit/(Loss) | 34,926 | (6,969) | +598.6% | | Gross Margin | 25.0% | -5.2% | Increase 30.2 percentage points | | Administrative Expenses | (29,117) | (20,058) | +45.2% | | Profit/(Loss) for the Year | 8,351 | (26,757) | Turned to profit | [Outlook and Risks](index=8&type=section&id=Outlook_and_Risks) This section outlines the Group's future strategy of enhancing core business efficiency and diversifying into financial services, while identifying key operational risks including cost estimation and project payment recovery - The Group will actively seek potential business opportunities to expand revenue sources. Its newly established wholly-owned subsidiary, Golden Stone Credit Limited, obtained a **money lender's license** on **May 30, 2024**, and will expand into **financial services**[24](index=24&type=chunk) - Key risks include: **inaccurate project cost estimation**, **unforeseen geological conditions**, **subcontractor performance issues**, and **recovery risks for progress payments and retention money**[25](index=25&type=chunk) [Liquidity, Capital Resources, and Financing Activities](index=10&type=section&id=Liquidity_Capital_Resources_and_Fundraising) This section details the Group's liquidity management through operating cash, borrowings, and equity financing, highlighting a robust financial position as of March 31, 2024, and re-allocation of funds for business diversification Financial Position (as of March 31, 2024) | Financial Metric | Amount (million HKD) | | :--- | :--- | | Bank and Cash Balances | 41.5 | | Total Equity | 123.4 | | Total Liabilities | 4.0 | | Debt-to-Asset Ratio | 3.3% | - The use of proceeds from the **2023 rights issue** changed, with approximately **HKD 18.5 million** originally planned for expanding foundation business capacity reallocated to develop **financial services**[50](index=50&type=chunk) Financing Activities | Financing Activity | Net Proceeds (million HKD) | Utilized as of 2024/3/31 (million HKD) | Remarks | | :--- | :--- | :--- | :--- | | 2022 Rights Issue | 42.3 | 38.6 | Remaining **HKD 3.7 million** to be used as planned | | 2023 Rights Issue | 33.5 | 12.1 | Remaining **HKD 21.4 million** to be used as per revised plan | | 2023 Share Placement | 13.4 | 13.4 | Fully utilized as planned | [Other Financial Information](index=15&type=section&id=Other_Financial_Information) This section covers contingent liabilities, capital commitments, significant investments, and employee information, noting a potential default claim, a discloseable equity disposal, and no final dividend recommendation - An indirect subsidiary of the Group faces a potential default claim dispute, with a maximum exposure of approximately **HKD 33.8 million**. It has not yet entered legal proceedings, and directors believe **no provision is currently required**[60](index=60&type=chunk) - In **November 2023**, the Group disposed of **16,300,000 shares** in Guomao Holdings Limited for a total consideration of approximately **HKD 14.83 million**, constituting a **discloseable transaction**[66](index=66&type=chunk) - As of **March 31, 2024**, the Group had **83 full-time employees**, an increase from **76** last year. The Board **does not recommend paying a final dividend** for the reporting year[67](index=67&type=chunk)[70](index=70&type=chunk) [Biographies of Directors and Senior Management](index=17&type=section&id=Directors_and_Senior_Management) This section provides detailed biographies of the company's directors and senior management, highlighting their diverse professional backgrounds and extensive experience [Biographies of Directors and Senior Management](index=17&type=section&id=Directors_and_Senior_Management_Biographies) This section provides detailed biographies of the company's executive directors, independent non-executive directors, and joint company secretaries, highlighting their diverse professional experience - Executive Director Ms. Liu Jing-wen, **35 years old**, holds a **Bachelor's degree in Psychology** and an **MBA**, with extensive experience in **investor relations**, **public relations**, and **blockchain development**[73](index=73&type=chunk) - Independent Non-executive Director Mr. He Ding-ding is a **Chartered Financial Analyst** with over **19 years of experience** in **capital markets** and **corporate finance**, and serves as a director in several Hong Kong listed companies[74](index=74&type=chunk)[76](index=76&type=chunk) - Joint Company Secretaries Mr. Li Wen-tai and Ms. Zheng Cheng-xin are both **senior certified public accountants** with over **20 years of extensive experience** in **financial management**, **company secretarial**, and **auditing fields**[82](index=82&type=chunk)[86](index=86&type=chunk) [Corporate Governance Report](index=21&type=section&id=Corporate_Governance_Report) This report details the company's adherence to corporate governance principles, the structure and oversight of its board and committees, and its robust risk management and internal control frameworks [Corporate Governance Practices and the Board](index=21&type=section&id=CG_Practices_and_Board) This section details the company's adherence to GEM Listing Rules' Corporate Governance Code, board composition, and the ongoing search for a new Chairman - During the reporting period, the Company **complied with all applicable code provisions** contained in the Corporate Governance Code[91](index=91&type=chunk) - The Board currently has **four members**, including **one executive director** (Ms. Liu Jing-wen) and **three independent non-executive directors** (Mr. He Ding-ding, Ms. Chan Tsz-yan, Mr. Wu Jian-long), with independent non-executive directors comprising **more than one-third**, **meeting Listing Rules requirements**[100](index=100&type=chunk)[103](index=103&type=chunk) - Following the resignation of former Chairman Mr. Tang Gui-liang, the **Chairman position became vacant**, and the Company is **seeking a suitable candidate** to fill the role[108](index=108&type=chunk) [Board Committees](index=24&type=section&id=Board_Committees) This section details the Board's established committees—Remuneration, Nomination, and Audit—all chaired by independent non-executive directors, and highlights the Audit Committee's oversight of financial reporting and internal controls Board Committees | Committee | Chairman | Composition | | :--- | :--- | :--- | | Remuneration Committee | Mr. Wu Jian-long (INED) | 3 members, all INEDs | | Nomination Committee | Ms. Chan Tsz-yan (INED) | 3 members, all INEDs | | Audit Committee | Mr. He Ding-ding (INED) | 3 members, all INEDs | - The Audit Committee held **four meetings** during the reporting year, reviewing **financial reports**, **internal control**, and **risk management systems**, and concluded that the consolidated financial statements **comply with accounting standards** and are **adequately disclosed**[119](index=119&type=chunk) [Risk Management and Internal Control](index=32&type=section&id=Risk_Management_and_Internal_Control) This section details the Group's robust internal control and risk management systems, including risk identification, anti-corruption policies, and the Board's decision to use external experts for audit functions - The Board is **fully responsible** for overseeing the internal control and risk management systems, reviewing their effectiveness **at least annually**. The Audit Committee has reviewed the internal control review report issued by independent consultants and deemed the systems **effective and adequate**[154](index=154&type=chunk)[161](index=161&type=chunk) - The Group adopted an **anti-corruption policy** and a **whistleblowing policy** in **June 2023** to prevent, detect, and report bribery and corruption at all levels[156](index=156&type=chunk)[159](index=159&type=chunk) - The Group has **not yet established an internal audit function**; the Board believes that given the Company's size, **engaging external independent professionals** for this function is **more cost-effective** and will review this need annually[163](index=163&type=chunk) [Environmental, Social and Governance Report](index=35&type=section&id=ESG_Report) This report details the Group's commitment to ESG principles, outlining its governance structure, environmental performance, and social and operational practices, including employee welfare and anti-corruption measures [ESG Governance and Strategy](index=35&type=section&id=ESG_Governance_and_Strategy) This section outlines the Group's ESG governance structure, strategic integration of ESG principles, identification of key material issues, and commitment to UN Sustainable Development Goal 3 - The **Board leads the ESG strategy** and has established an **ESG working group** responsible for implementation and evaluation[182](index=182&type=chunk) - Through materiality assessment, **three most significant ESG issues** were identified: **business ethics and anti-corruption**, **legal and regulatory environment management**, and **systemic risk management** (e.g., financial crises)[197](index=197&type=chunk)[201](index=201&type=chunk) - The Group identified **UN Sustainable Development Goal SDG 3 (Good Health and Well-being)** as the most relevant to its business and is committed to achieving **zero work-related fatalities**[199](index=199&type=chunk)[200](index=200&type=chunk) [Environmental Sustainability](index=42&type=section&id=ESG_Environmental) This section details the Group's environmental performance, noting increased emissions and resource consumption due to business growth, outlining reduction targets, and addressing climate change-related physical risks Emissions and Resource Consumption | Metric | FY2023/24 | FY2022/23 | Trend | | :--- | :--- | :--- | :--- | | Total GHG Emissions (tonnes CO2e) | 2,860.51 | 2,159.87 | Increase 32.4% | | Non-hazardous Waste (tonnes) | 166.00 | 110.00 | Increase 50.9% | | Total Water Consumption (cubic meters) | 1,129.00 | 769.00 | Increase 46.8% | | Total Energy Consumption (MWh) | 11,377.83 | 8,588.17 | Increase 32.5% | - The Group set a **short-term target**: for FY2024/25, air pollutant, greenhouse gas, solid waste, and wastewater emissions will **not exceed the FY2023/24 baseline**[221](index=221&type=chunk) - The Group has identified potential **physical risks from climate change**, such as extreme weather events possibly leading to **supply chain disruptions** and **increased operating costs**, and has begun **developing response plans**[239](index=239&type=chunk)[240](index=240&type=chunk) [Social and Operational Practices](index=53&type=section&id=ESG_Social_and_Operational) This section details the Group's social and operational practices, including employee welfare, safety performance with zero fatalities but some injuries, robust supply chain management, and anti-corruption measures Employment and Safety Data (FY2023/24) | Metric | Data | | :--- | :--- | | Total Employees | 83 people | | Employee Turnover Rate | 67.47% | | Work-related Fatalities | 0 people | | Lost Workdays due to Injuries | 429 days | - The Group has established **supplier selection and evaluation mechanisms**, promotes **green procurement**, and collaborated with **56 local Hong Kong suppliers** during the reporting year[270](index=270&type=chunk)[274](index=274&type=chunk) - The Group has formulated **anti-corruption and whistleblowing policies** and provided anti-corruption training for directors. During the reporting period, there were **no concluded corruption litigation cases**[286](index=286&type=chunk)[287](index=287&type=chunk) [Directors' Report](index=74&type=section&id=Directors_Report) This report provides an overview of the company's principal business, financial highlights, dividend policy, and share capital changes, along with key statutory disclosures [Directors' Report Summary](index=74&type=section&id=Directors_Report_Summary) This report outlines the company's principal business, financial summary, dividend policy, and share capital changes, highlighting customer concentration and public float maintenance - The principal business is **bored piling and other foundation works**, with **no significant changes** during the reporting year[312](index=312&type=chunk)[313](index=313&type=chunk) - The Board **does not recommend paying a final dividend** for the reporting year[320](index=320&type=chunk) - High customer concentration: The largest customer accounted for **40.8%** of total turnover, and the top five customers collectively accounted for **86.4%**. Supplier concentration is relatively lower: The largest supplier accounted for **13.1%** of total direct costs, and the top five suppliers collectively accounted for **45.9%**[335](index=335&type=chunk) - The Company has maintained a **public float of not less than 25%** in accordance with the GEM Listing Rules[361](index=361&type=chunk) [Independent Auditor's Report](index=83&type=section&id=Independent_Auditors_Report) This report presents the independent auditor's unmodified opinion on the Group's consolidated financial statements, detailing key audit matters related to revenue recognition and impairment assessments [Auditor's Report Summary](index=83&type=section&id=Auditors_Report_Summary) This section presents the independent auditor's unmodified opinion on the Group's financial statements, highlighting key audit matters related to construction contract revenue recognition and impairment assessments - RSM Hong Kong, the auditor, issued an **unmodified opinion** on the financial statements[373](index=373&type=chunk) - Key Audit Matter One: **Revenue and cost recognition for construction contracts and contract assets**. This matter involves **significant management judgment and estimation** regarding the final outcome of contracts, including forecasting costs to complete, evaluating variations, and claims[377](index=377&type=chunk) - Key Audit Matter Two: **Impairment of trade receivables, retention receivables, and contract assets based on expected credit loss**. This matter involves **significant management judgment** when assessing based on the expected credit loss model, increasing the **risk of error or management bias**[379](index=379&type=chunk)[384](index=384&type=chunk) [Consolidated Financial Statements](index=90&type=section&id=Consolidated_Financial_Statements) This section presents the Group's comprehensive financial statements, including the statement of profit or loss, financial position, changes in equity, cash flows, and detailed explanatory notes [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=90&type=section&id=Consolidated_Statement_of_Profit_or_Loss) This statement presents the Group's operating results, highlighting a successful turnaround to profitability with increased revenue and significant gross profit improvement Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (thousand HKD) | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue | 139,969 | 135,099 | | Gross Profit/(Loss) | 34,926 | (6,969) | | Operating Profit/(Loss) | 7,645 | (27,317) | | Profit/(Loss) Before Tax | 7,127 | (27,886) | | Profit/(Loss) for the Year | 7,617 | (27,089) | | Profit/(Loss) Attributable to Owners of the Company | 8,351 | (26,757) | | Basic Earnings/(Loss) Per Share (HK cents) | 2.21 | (10.48) | [Consolidated Statement of Financial Position](index=91&type=section&id=Consolidated_Statement_of_Financial_Position) This statement reflects the Group's financial position at period-end, showing increased total assets and equity, and decreased total liabilities, indicating an improved financial structure Consolidated Statement of Financial Position | Assets (thousand HKD) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Non-current Assets | 47,446 | 65,163 | | Current Assets | 121,257 | 63,302 | | **Total Assets** | **168,703** | **128,465** | | **Liabilities and Equity (thousand HKD)** | **March 31, 2024** | **March 31, 2023** | | Current Liabilities | 44,399 | 52,978 | | Non-current Liabilities | 923 | 3,197 | | **Total Liabilities** | **45,322** | **56,175** | | **Total Equity** | **123,381** | **72,290** | [Consolidated Statement of Changes in Equity](index=92&type=section&id=Consolidated_Statement_of_Changes_in_Equity) This statement details changes in shareholders' equity, showing a significant increase driven by capital reduction, rights issues, share placements, and comprehensive income for the year - Equity attributable to owners of the Company increased from **HKD 72.62 million** at the beginning of the year to **HKD 123.0 million** at year-end, an increase of approximately **HKD 50.76 million**[403](index=403&type=chunk) - Key drivers for the increase in equity include: **shares issued from rights issue (HKD 35.28 million)**, **shares issued from placement (HKD 14.08 million)**, and **total comprehensive income for the year (HKD 3.91 million)**, partially offset by **capital reduction**, **share premium reduction**, and **transaction costs**[403](index=403&type=chunk) [Consolidated Statement of Cash Flows](index=93&type=section&id=Consolidated_Statement_of_Cash_Flows) This statement summarizes the Group's cash flows, showing net outflows from operating and investing activities, significantly offset by substantial inflows from financing activities, leading to a net increase in cash and cash equivalents Consolidated Statement of Cash Flows | Cash Flow (thousand HKD) | FY2024 | FY2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,346) | (19,843) | | Net Cash Used in Investing Activities | (6,376) | (18,521) | | Net Cash From Financing Activities | 44,709 | 39,549 | | **Net Increase in Cash and Cash Equivalents** | **35,987** | **1,185** | | Cash and Cash Equivalents at Beginning of Year | 5,525 | 4,340 | | **Cash and Cash Equivalents at End of Year** | **41,512** | **5,525** | [Notes to the Consolidated Financial Statements](index=95&type=section&id=Notes_to_the_Consolidated_Financial_Statements) These notes provide detailed explanations and supplementary information on accounting policies, estimates, asset/liability specifics, related party transactions, and post-reporting events, crucial for understanding the financial statements - Note 8: Revenue primarily derived from **construction contracts (HKD 131.0 million)** and **machinery rental (HKD 8.82 million)**, all from the **Hong Kong market**[551](index=551&type=chunk) - Notes 21 & 22: **Impairment provisions for trade receivables and contract assets** are **key management estimates**. As of period-end, impairment provisions for trade receivables and retention receivables totaled **HKD 15.37 million**, and for contract assets, it was **HKD 12.72 million**[586](index=586&type=chunk)[590](index=590&type=chunk) - Note 32: During the reporting period, the Company underwent multiple share capital changes, including **capital reduction**, **share split**, **rights issue**, and **share placement**, resulting in issued share capital changing from **HKD 80.0 million (160 million shares)** to **HKD 4.8 million (480 million shares)**[614](index=614&type=chunk)[617](index=617&type=chunk) - Note 41: Subsequent to the reporting period, on **April 25, 2024**, the Company **terminated its original share option scheme** and **adopted a new one**[646](index=646&type=chunk) [Financial Summary](index=155&type=section&id=Financial_Summary) This section provides a five-year summary of the Group's key financial performance and position, highlighting a return to profitability in FY2024 and the highest equity level in five years [Five-Year Financial Summary](index=155&type=section&id=Five_Year_Financial_Summary) This section provides a five-year summary of the Group's key financial performance and position, highlighting a return to profitability in FY2024 and the highest equity level in five years Five-Year Financial Summary | Item (thousand HKD) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 139,969 | 135,099 | 146,737 | 141,791 | 86,999 | | Profit/(Loss) Before Tax | 7,127 | (27,886) | (42,331) | (14,466) | (13,908) | | Profit/(Loss) for the Year | 7,617 | (27,089) | (37,796) | (14,714) | (12,604) | | **Assets and Liabilities** | | | | | | | Equity Attributable to Owners of the Company | 123,381 | 72,622 | 50,526 | 54,766 | 62,616 |

Financial Performance - For the six months ended September 30, 2023, the company reported revenue of HKD 59,560,000, a 2.65% increase from HKD 58,025,000 in the same period of 2022[5] - The gross profit for the six months was HKD 10,071,000, compared to a gross loss of HKD 19,858,000 in the previous year, indicating a significant improvement[5] - The operating loss for the six months decreased to HKD 2,803,000 from HKD 27,006,000 year-on-year, reflecting better cost management[5] - The net loss attributable to the owners of the company for the six months was HKD 1,312,000, a substantial reduction from HKD 26,925,000 in the same period last year[5] - The total comprehensive loss for the period was HKD 1,289,000, a significant improvement from the comprehensive loss of HKD 26,925,000 reported in the previous period[7] - The company reported a net cash inflow from operating activities of HKD 3,466,000 for the six months ended September 30, 2023, compared to a net cash outflow of HKD 9,517,000 in the same period of 2022[8] - The company reported a significant reduction in cash used for purchasing property, plant, and equipment, amounting to HKD 255,000, down from HKD 16,738,000 in the previous year[8] - For the six months ended September 30, 2023, the group recorded a net loss attributable to shareholders of approximately HKD 1.3 million, a significant improvement from a net loss of approximately HKD 27.0 million in the same period of 2022[60] Assets and Liabilities - As of September 30, 2023, total assets amounted to HKD 107,011,000, up from HKD 75,487,000 as of March 31, 2023[6] - The company's cash and bank balances increased significantly to HKD 33,528,000 from HKD 5,525,000, indicating improved liquidity[6] - The company reported a decrease in total liabilities, with current liabilities at HKD 45,051,000 compared to HKD 52,978,000 previously[6] - The company's equity increased to HKD 104,835,000 from HKD 72,290,000, reflecting a stronger financial position[6] - The total liabilities of the group as of September 30, 2023, were approximately HKD 5.9 million, down from HKD 7.5 million as of March 31, 2023[74] - The group's debt-to-equity ratio as of September 30, 2023, was approximately 5.6%, a decrease from 10.3% as of March 31, 2023[74] Revenue Breakdown - Construction contract revenue for the six months ended September 30, 2023, was HKD 55,108, down from HKD 56,241 in the same period of 2022, representing a decrease of 2.02%[14] - Machinery leasing revenue for the six months ended September 30, 2023, was HKD 4,452, an increase of 149.3% compared to HKD 1,784 in the same period of 2022[14] - Revenue for the six months ended September 30, 2023, was approximately HKD 59.6 million, representing an increase of about 2.7% compared to approximately HKD 58.0 million for the same period in 2022, primarily due to increased machinery leasing income[55] Operational Efficiency and Future Plans - The company is focusing on enhancing its operational efficiency and exploring new market opportunities to drive future growth[5] - The group plans to invest in human resources and information systems to enhance operational capabilities and efficiency in foundation and site leveling works, as well as drilling pile projects[54] - The board believes that the financial and fintech sectors present significant opportunities for diversification of revenue sources and better capital returns in the Hong Kong financial services market[54] - The group will continue to adopt prudent financial management in project selection and cost control to improve operational efficiency and profitability[54] Shareholder Information - The company did not declare an interim dividend for the six months ended September 30, 2023, consistent with the previous year[24] - The board of directors did not recommend the payment of an interim dividend for the six months ended September 30, 2023, consistent with the previous year[84] - As of September 30, 2023, the major shareholders include Goldstone One Limited Partnership and Goldstone Wealth Management Limited, each holding approximately 13.52% of the company's shares[87] Corporate Governance - The company confirmed compliance with all applicable corporate governance code provisions during the six months ended September 30, 2023[96] - The audit committee was established on September 22, 2017, and is chaired by Mr. He Dingding, with members including Ms. Chen Zixin and Ms. Liao Jingwen, all of whom are independent non-executive directors[98] - The audit committee reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2023, and found them to comply with applicable accounting standards and GEM listing rules[98] Employee Information - As of September 30, 2023, the group employed 73 full-time employees, a decrease from 80 employees as of September 30, 2022[83] - Total employee costs for the six months ended September 30, 2023, amounted to approximately HKD 27.5 million, down from HKD 30.0 million for the same period in 2022[83]

Financial Performance - Revenue for the first quarter of 2023 was HKD 28,254,000, an increase of 10% compared to HKD 25,636,000 in the same period of 2022[5] - Cost of sales decreased significantly to HKD 22,360,000 from HKD 34,504,000, resulting in a gross profit of HKD 5,894,000 compared to a loss of HKD 8,868,000 in the previous year[5] - Operating profit for the quarter was HKD 745,000, a turnaround from an operating loss of HKD 15,734,000 in Q1 2022[5] - Profit attributable to owners of the company was HKD 1,641,000, compared to a loss of HKD 14,791,000 in the same quarter last year[5] - Basic and diluted earnings per share for the quarter were HKD 1.03, a significant improvement from a loss of HKD 13.57 per share in Q1 2022[5] - The company reported other income of HKD 321,000, down from HKD 850,000 in the previous year[5] - Administrative expenses decreased to HKD 5,974,000 from HKD 7,819,000, reflecting cost control measures[5] Revenue Sources - Construction contract revenue for the three months ended June 30, 2023, was HKD 25.641 million, slightly up from HKD 25.426 million in 2022, while machinery leasing revenue surged to HKD 2.613 million from HKD 0.210 million[13] - The company attributed the increase in profit to higher machinery leasing income, improved profit margins from new construction projects, and reduced administrative expenses[26] - Major customers contributing over 10% of total revenue included Customer 1 with HKD 12.935 million and Customer 2 with HKD 8.967 million for the three months ended June 30, 2023[16] Cost Management - The cost of sales for the same period was approximately HKD 22.4 million, a decrease of about 35.2% from HKD 34.5 million in the previous year, mainly due to reduced labor costs[30] - Administrative expenses decreased to approximately HKD 6.0 million, down about 23.6% from HKD 7.8 million in the previous year, primarily due to reductions in legal, professional, and marketing expenses[32] Investments and Future Plans - The company has invested significantly in machinery and equipment for its foundation engineering business, indicating a focus on operational capacity[8] - The group plans to invest in human resources and information systems to enhance operational capabilities and efficiency in foundation and site leveling works, as well as drilling pile projects[27] - The group aims to actively seek potential business opportunities to diversify revenue sources and enhance shareholder returns, particularly in the financial and fintech sectors[27] Financial Management and Fundraising - The company announced the issuance of convertible bonds to raise approximately HKD 29.4 million for the acquisition of Jun Da Holdings Limited, which was later terminated[41] - The principal amount of the first convertible bond issued was HKD 10 million at a 2.5% interest rate, while the second convertible bond was planned for HKD 30 million[41] - The net proceeds from the placement of new shares in November 2022 amounted to approximately HKD 6.5 million, which was fully utilized for general working capital by June 30, 2023[46] - The company proposed a rights issue in February 2023 to raise approximately HKD 33.5 million, with a subscription price of HKD 0.147 per share[47] - The rights issue was approved by independent shareholders on April 12, 2023, and the net proceeds are intended for expanding the company's foundational business capabilities and developing AI business[47] - As of June 30, 2023, the net proceeds from the rights issue had not been utilized, with HKD 18.5 million allocated for expanding foundational business capabilities and HKD 7.5 million for AI development[50] - The company plans to use approximately HKD 7.5 million from the rights issue for general working capital, with a timeline for utilization by June 30, 2024[50] Governance and Compliance - The financial report is prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance and transparency[9] - The audit committee reviewed the unaudited condensed consolidated financial statements for the three months ending June 30, 2023, confirming compliance with applicable accounting standards and GEM listing rules[64] - The company has adhered to the corporate governance code as per GEM listing rules during the three months ending June 30, 2023[63] - There were no competitive businesses or conflicts of interest involving directors or major shareholders during the three months ending June 30, 2023[57] Shareholder Information - The company did not recommend the payment of an interim dividend for the three months ended June 30, 2023, consistent with the previous year[22] - The largest shareholder, Jinshi One Limited Partnership Fund, holds 33,098,750 shares, representing approximately 20.69% of the total shares[53] - Success Run International Limited, controlled by Ms. Wang Feixiang, holds 21,790,000 shares, accounting for 13.62% of the total shares[53] - No purchases, sales, or redemptions of the company's listed securities occurred during the three months ending June 30, 2023[55] - The company has adopted a share option scheme effective from September 22, 2017, allowing for the issuance of options up to 10% of the total issued shares at any time[59] - No share options were granted, exercised, expired, or lapsed during the three months ending June 30, 2023[61] Miscellaneous - The first quarter report for the period ending June 30, 2023, will be electronically distributed to shareholders[66] - The company is committed to ensuring shareholders can access printed copies of the first quarter report upon request[66] - The board of directors includes executive and independent non-executive members, ensuring diverse governance[66]