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]

Financial Performance - The group recorded a net loss attributable to the owners of approximately HKD 26.8 million for the year, compared to a net loss of approximately HKD 37.8 million in the previous year[15]. - The group's revenue for the reporting year was approximately HKD 135.1 million, a decrease of about 7.9% compared to approximately HKD 146.7 million for the year ended March 31, 2022[24]. - The cost of sales for the reporting year was approximately HKD 142.1 million, a decrease of about 16.5% from approximately HKD 170.1 million for the year ended March 31, 2022[25]. - The group's gross loss for the reporting year was approximately HKD 7.0 million, a reduction of about 70.2% from approximately HKD 23.4 million for the year ended March 31, 2022[27]. - Administrative expenses increased by approximately 41.1% to about HKD 20.1 million from approximately HKD 14.2 million for the year ended March 31, 2022[28]. - The group recorded a loss attributable to owners of approximately HKD 26.8 million for the reporting year, compared to a loss of approximately HKD 37.8 million for the year ended March 31, 2022[29]. Business Strategy and Development - The group plans to develop new business segments in technology innovation, including smart building technology and financial technology[12]. - The group aims to improve operational efficiency and profitability through rigorous cost control measures and enhanced project management capabilities[9]. - The group intends to actively seek potential business opportunities to diversify revenue sources and enhance shareholder returns[10]. - The group will continue to bid for contracts, particularly those with higher profit margins, to improve business performance[9]. - The group is optimistic about future business prospects, driven by the growing consumption market in China, which is expected to become the world's largest consumer market[10]. Investments and Financial Management - The company completed a rights issue on May 3, 2022, issuing 81,000,000 shares at a subscription price of HKD 0.55 per share, raising approximately HKD 42.3 million net after expenses[37]. - As of March 31, 2023, approximately HKD 32.1 million of the net proceeds from the rights issue had been utilized, leaving a balance of about HKD 10.2 million for future planned uses[41]. - The company allocated approximately HKD 20 million for the purchase of a new office and related renovation costs, with HKD 17.8 million already spent by March 31, 2023[41]. - The company plans to hire additional full-time employees with an allocated budget of HKD 7 million, of which only HKD 0.8 million has been utilized as of March 31, 2023[41]. - 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[42]. Corporate Governance - The company emphasizes the importance of high corporate governance standards to maintain shareholder trust and long-term value creation[87]. - The board of directors consists of one executive director and three independent non-executive directors, ensuring compliance with GEM listing rules[100]. - The company has adopted a code of conduct for securities trading by directors, confirming no non-compliance incidents during the reporting year[89]. - The company has established three board committees: the Remuneration Committee, the Nomination Committee, and the Audit Committee, each with clear written terms of reference[108]. - The company has implemented a corporate governance code in accordance with GEM listing rules, ensuring adherence to all applicable provisions[88]. Risk Management and Internal Controls - The company maintains effective internal control and risk management systems to safeguard shareholder investments and group assets[145]. - The risk management process includes annual risk identification and assessment, with results documented for board and management review[146]. - The board reviews the effectiveness of the internal control system annually, with independent consultants conducting assessments[153]. - The company has established a whistleblowing policy to guide reporting of fraud and misconduct, ensuring confidentiality of reports[149]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to integrating environmental, social, and governance (ESG) considerations into its business strategy for sustainable development[158]. - The group is actively seeking alternatives to carbon-intensive concrete, which is a major source of carbon footprint in the industry[159]. - The ESG report covers the group's environmental and social performance from April 1, 2022, to March 31, 2023, highlighting its commitment to sustainability[160]. - The company aims to integrate green development concepts into its business strategy and operations to reduce its environmental footprint and achieve long-term sustainability[175]. - The company has set short-term emission reduction targets based on resource usage for the fiscal year 2022/2023[174]. Employee and Stakeholder Engagement - The company is committed to ensuring employee health and safety through regular emergency drills and safety meetings[187]. - The company values stakeholder feedback, particularly regarding significant ESG issues identified in its materiality assessment[167]. - The company encourages feedback from investors and stakeholders, facilitating communication through its main business location in Hong Kong[155]. - The company has engaged qualified waste collectors to manage construction waste in compliance with relevant laws and standards[199].

Financial Performance - Revenue for the three months ended December 31, 2022, was HKD 28,319,000, a decrease of 23.2% compared to HKD 36,850,000 for the same period in 2021[3] - Gross profit for the nine months ended December 31, 2022, was a loss of HKD 7,407,000, compared to a profit of HKD 2,380,000 for the same period in 2021[3] - Operating profit for the three months ended December 31, 2022, was HKD 6,458,000, compared to an operating loss of HKD 5,986,000 for the same period in 2021[3] - The net profit attributable to owners of the company for the nine months ended December 31, 2022, was a loss of HKD 20,490,000, compared to a loss of HKD 16,068,000 for the same period in 2021[3] - The company reported total comprehensive loss for the nine months ended December 31, 2022, of HKD 20,565,000, compared to a loss of HKD 16,317,000 for the same period in 2021[3] - Basic and diluted loss per share for the nine months ended December 31, 2022, was HKD 16.0 cents, compared to HKD 7.1 cents for the same period in 2021[3] - For the nine months ended December 31, 2022, the total revenue was HKD 86,344,000, a decrease of 20.8% compared to HKD 108,981,000 for the same period in 2021[10] - Construction contract revenue for the three months ended December 31, 2022, was HKD 27,596,000, down 25.3% from HKD 36,850,000 in the same period of 2021[10] Equity and Financing - The company raised HKD 44,550,000 through a rights issue during the nine months ended December 31, 2022[4] - As of December 31, 2022, total equity attributable to owners of the company was HKD 79,658,000, a decrease from HKD 73,272,000 as of December 31, 2021[4] - The company announced a rights issue on January 14, 2022, offering 3 shares for every 2 held at a price of HKD 0.55 per share, raising approximately HKD 44.55 million[32] - The rights issue was completed on May 3, 2022, with 81,000,000 shares issued, netting approximately HKD 42.6 million after expenses[33] - As of December 31, 2022, approximately HKD 31.4 million of the net proceeds from the rights issue had been utilized, leaving a balance of HKD 11.2 million[36] - The company issued convertible bonds to raise HKD 29.4 million for the acquisition of Jun Da Holdings, but the acquisition was terminated on December 12, 2022[37] - The company completed a placement of new shares on December 2, 2022, raising approximately HKD 6.5 million for general working capital[40] - The net proceeds from the rights issue were allocated for various purposes, including HKD 20 million for new office property and related renovations[33] - The remaining HKD 9.5 million from the rights issue is designated for general working capital due to cash flow pressures from the COVID-19 pandemic[33] Operational Insights - The company is engaged in foundation engineering and has invested significantly in machinery and equipment for drilling pile construction[6] - The group faced similar business risks in its core operations of foundation engineering and machinery leasing[12] - The overall industry outlook remains challenging due to uncertainties from the COVID-19 pandemic affecting the foundation industry[23] - The company plans to invest in human resources and information systems to enhance operational capabilities and efficiency in foundation and drilling projects[23] - The company aims to pursue potential business opportunities to diversify revenue sources and increase shareholder returns[23] Governance and Compliance - The company has complied with all applicable code provisions of the corporate governance code during the nine months ended December 31, 2022[57] - The audit committee, established on September 22, 2017, consists of independent non-executive directors and reviews the financial information and internal control systems[59] - The audit committee has reviewed the unaudited condensed consolidated financial statements for the nine months ended December 31, 2022, ensuring compliance with applicable accounting standards[59] - All directors confirmed compliance with the trading regulations set forth in the GEM Listing Rules during the nine months ending December 31, 2022[52] Shareholder Information - Major customers contributing over 10% of revenue included Customer 3 with HKD 9,175,000 and Customer 4 with HKD 39,180,000 for the nine months ended December 31, 2022[15] - The group did not recognize any revenue from customer contracts exceeding 10% in the nine months ended December 31, 2022, compared to HKD 38,108,000 from Customer 2 in the same period of 2021[15] - As of December 31, 2022, major shareholders included Jinshi One Limited Partnership Fund and Jinshi Wealth Management Limited, each holding approximately 20.69% of the company’s shares[47] - The company did not engage in any purchase, sale, or redemption of its listed securities during the nine months ending December 31, 2022[50] - There were no reported conflicts of interest or competition from directors or major shareholders during the nine months ending December 31, 2022[51] Stock Options - The stock option plan aims to reward qualified participants contributing to the group's business success, effective from September 22, 2017, for a duration of ten years[54] - The maximum number of unexercised stock options that can be granted is capped at 10% of the company's issued shares at any time[54] - No stock options were granted, exercised, expired, or lapsed during the nine months ended December 31, 2022, and there are no unexercised stock options under the plan[56] - The exercise price of stock options is determined by the board and cannot be lower than the higher of the closing price on the offer date or the average closing price over the preceding five trading days[55] - The stock options do not confer any rights to dividends or voting at shareholder meetings[55]

Financial Performance - The company reported a total revenue of HKD 32,389 thousand for the three months ended September 30, 2022, a decrease of 28.2% compared to HKD 44,988 thousand in the same period of 2021[11]. - Gross loss for the six months ended September 30, 2022, was HKD 19,858 thousand, compared to a gross profit of HKD 4,769 thousand for the same period in 2021[11]. - The company incurred a total comprehensive loss attributable to owners of HKD 12,134 thousand for the three months ended September 30, 2022, compared to a loss of HKD 10,945 thousand in the same period of 2021[11]. - Operating loss for the six months ended September 30, 2022, was HKD 27,006 thousand, significantly higher than the loss of HKD 10,391 thousand for the same period in 2021[11]. - For the six months ended September 30, 2022, total revenue was HKD 58,025 thousand, a decrease of 19.6% compared to HKD 72,131 thousand for the same period in 2021[37]. - Construction contract revenue for the six months ended September 30, 2022, was HKD 56,241 thousand, down 21.9% from HKD 72,131 thousand in the previous year[38]. - The total comprehensive loss for the six months ended September 30, 2022, was HKD 26,925 thousand, compared to a loss of HKD 10,719 thousand for the same period in 2021[27]. - The company reported a loss attributable to owners of the company of HKD 26,925,000 for the six months ended September 30, 2022, compared to a loss of HKD 10,719,000 for the same period in 2021[51]. - The basic and diluted loss per share for the six months ended September 30, 2022, was HKD 22.3, compared to HKD 5.3 for the same period in 2021[51]. - The company recorded a net loss of approximately HKD 27.0 million for the six months ended September 30, 2022, compared to a net loss of approximately HKD 10.7 million for the same period in 2021, representing an increase in loss of about 152.3%[99]. Assets and Liabilities - Non-current assets increased to HKD 58,796 thousand as of September 30, 2022, compared to HKD 56,055 thousand as of March 31, 2022[13]. - Current assets totaled HKD 66,742 thousand as of September 30, 2022, up from HKD 56,538 thousand as of March 31, 2022[13]. - The company's net asset value increased to HKD 66,710 thousand as of September 30, 2022, compared to HKD 50,526 thousand as of March 31, 2022[13]. - The company's total liabilities decreased to HKD 58,828 thousand as of September 30, 2022, from HKD 62,067 thousand as of March 31, 2022[13]. - The company had a total equity attributable to owners of approximately HKD 66.7 million as of September 30, 2022, compared to approximately HKD 50.5 million as of March 31, 2022[106]. - The company has a total debt of approximately HKD 9.3 million as of September 30, 2022, down from HKD 15.9 million as of March 31, 2022[117]. - The company's debt-to-equity ratio is approximately 13.9% as of September 30, 2022, a decrease from 31.5% as of March 31, 2022[117]. Cash Flow - The net cash outflow from operating activities for the six months ended September 30, 2022, was HKD 9,517 thousand, compared to HKD 3,648 thousand in the previous year[32]. - The net cash inflow from financing activities for the six months ended September 30, 2022, was HKD 36,152 thousand, significantly up from HKD 14,513 thousand in the same period of 2021[32]. - The cash and cash equivalents at the end of the period increased to HKD 18,187 thousand from HKD 12,283 thousand in the previous year[32]. - The company aims to maintain a strong and prudent cash management policy to capitalize on future growth opportunities[124]. Operational Developments - The company plans to continue investing in machinery and equipment to enhance operational capabilities[33]. - The company plans to invest in human resources and information systems to enhance operational capabilities and efficiency in foundation and drilling projects[99]. - The company aims to seek potential business opportunities to expand revenue sources and increase shareholder returns, particularly in the financial and fintech sectors[99]. - The overall industry outlook remains challenging due to uncertainties from the COVID-19 pandemic, impacting the foundation industry with supply chain disruptions and labor shortages[99]. - The company plans to hire additional full-time employees, with an allocated budget of HKD 7 million, which has not yet been utilized as of September 30, 2022[113]. Shareholder Information - The company completed a rights issue on May 3, 2022, issuing 81,000,000 shares at a subscription price of HKD 0.55 per share, raising approximately HKD 42.6 million net after expenses[110]. - As of September 30, 2022, the actual use of the net proceeds from the rights issue amounted to approximately HKD 30.0 million, with a remaining balance of HKD 12.6 million to be utilized as planned[113]. - The company plans to use approximately HKD 20 million from the rights issue for the purchase of new office premises and related renovation costs, with actual expenditure of HKD 16.4 million as of September 30, 2022[113]. - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2022[130]. - As of September 30, 2022, the largest shareholder, China New Economy Investment Limited, held 25,958,750 shares, representing 19.23% of the company's total issued shares[133]. Governance and Compliance - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance and transparency[34]. - The company has complied with all applicable provisions of the corporate governance code as of September 30, 2022[145]. - The audit committee reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2022, and found them to comply with applicable accounting standards and GEM listing rules[146]. - The audit committee consists of three independent non-executive directors, ensuring appropriate financial management expertise[146]. - The company is committed to high levels of corporate governance to enhance shareholder value and accountability[145]. Employee and Operational Costs - Total employee costs for the six months ended September 30, 2022, amounted to approximately HKD 30.0 million, compared to HKD 18.5 million for the same period in 2021, reflecting a year-on-year increase of 62.16%[129]. - As of September 30, 2022, the company had 80 full-time employees, unchanged from the previous year[129]. Risk Management - The company has no significant foreign exchange risk as its operations and borrowings are primarily conducted in Hong Kong dollars[119]. - The company faced no significant contingent liabilities as of September 30, 2022, with all construction projects insured[126].

Financial Performance - The company reported revenue of HKD 25,636,000 for the three months ended June 30, 2022, a decrease of 5.6% compared to HKD 27,143,000 in the same period last year[8]. - The cost of sales increased significantly to HKD 34,504,000, resulting in a gross loss of HKD 8,868,000 compared to a gross profit of HKD 3,327,000 in the previous year[8]. - Operating loss for the period was HKD 15,734,000, a decline from an operating profit of HKD 367,000 in the prior year[8]. - The company recorded a total comprehensive loss attributable to owners of HKD 14,791,000 for the period, compared to a comprehensive income of HKD 226,000 in the same quarter last year[6]. - Basic and diluted loss per share was HKD 13.57, compared to earnings of HKD 0.49 per share in the previous year[6]. - The group recorded a net loss of HKD 14,791,000 for the three months ended June 30, 2022, compared to a net profit of HKD 226,000 for the same period in 2021, indicating a significant decline in profitability[44]. Administrative and Operational Costs - Administrative expenses rose to HKD 7,819,000, up from HKD 3,209,000 in the same period last year, indicating increased operational costs[8]. - The increase in administrative expenses was attributed to legal and professional fees related to the rights issue and increased marketing expenses due to business development[52]. - The group faced cost overruns in its drilling pile projects, particularly due to delays in the Hung Hom project, leading to a decline in gross profit[52]. - The group's financing costs decreased to HKD 143,000 in the three months ended June 30, 2022, from HKD 251,000 in the same period of 2021[39]. Revenue Sources and Customer Contributions - Major customer contributions included HKD 15,062,000 from Customer 1 and HKD 6,763,000 from Customer 2, with Customer 1 representing over 10% of total revenue[32]. - The company reported other income of HKD 850,000, an increase from HKD 249,000 in the previous year, reflecting some diversification in revenue sources[8]. Rights Issue and Capital Management - The group completed a rights issue on May 3, 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[65]. - Approximately HKD 20 million from the rights issue proceeds will be used for the purchase of a new office and related renovation costs[65]. - The actual usage of the rights issue proceeds included HKD 3.1 million for the repayment of convertible notes and HKD 2.1 million for the purchase of new office properties and related renovations[69]. - The company plans to hire full-time employees with an allocated budget of HKD 7.0 million, of which none has been utilized as of June 30, 2022[69]. - Business development and marketing expenses accounted for HKD 1.0 million out of the planned HKD 3.0 million[69]. Governance and Compliance - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[25]. - The unaudited consolidated financial statements for the three months ended June 30, 2022, have been reviewed by the audit committee[84]. - The audit committee believes that the financial statements comply with applicable accounting standards and GEM listing rules, ensuring adequate disclosure[84]. - The board of directors includes executive directors and independent non-executive directors, ensuring a diverse governance structure[85]. Market Environment and Future Plans - The overall industry and business environment remain challenging due to the ongoing COVID-19 pandemic, impacting the foundation industry with supply chain disruptions and labor shortages[53]. - The company has invested significantly in machinery and equipment for foundation engineering, indicating a focus on enhancing operational capabilities[24]. - The company is engaged in foundation engineering and has a range of drilling equipment, which positions it for potential market expansion[24]. - The group plans to invest in human resources and information systems to enhance operational capabilities and efficiency in foundation and site preparation works[53]. Shareholder Information - Major shareholders include China New Economy Investment Limited with a 19.53% stake and Success Run International Limited with a 13.59% stake as of June 30, 2022[73]. - The total number of shares issued after the completion of the rights issue in May 2022 was 135,000,000 shares, each with a par value of HKD 0.5[67]. - The group did not declare an interim dividend for the three months ended June 30, 2022, consistent with the previous year[43]. - The board did not recommend the payment of an interim dividend for the three months ended June 30, 2022[58]. Share Option Scheme - The company has adopted a share option scheme effective from September 22, 2017, which allows for the issuance of options up to 10% of the total issued shares at any time[79]. - No share options were granted, exercised, expired, or lapsed during the three months ending June 30, 2022[81].