香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何 部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 AESO HOLDING LIMITED 截至二零二三年三月三十一日止年度的 全年業績公告 艾碩控股有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈本公司及其附屬 公司（統稱為「本集團」）截至二零二三年三月三十一日止年度的經審核綜合全年 業績。本公告載列本公司二零二三年年報的全文，符合香港聯合交易所有限公司 GEM證券上市規則（分別為「GEM」及「GEM上市規則」）有關附帶補充全年業績 初步公告的資料的相關規定。 為及代表 艾碩控股有限公司 主席 陳少忠 香港，二零二三年六月三十日 ...

Financial Performance - Revenue for the third quarter of 2022 reached HKD 85,737,000, a 61.5% increase from HKD 53,021,000 in the same period of 2021[4] - Gross profit for the nine months ended December 31, 2022, was HKD 26,211,000, up 79.6% from HKD 14,587,000 in the previous year[4] - The company reported a net profit of HKD 6,063,000 for the nine months ended December 31, 2022, compared to a net loss of HKD 3,087,000 in the same period of 2021[4] - Basic earnings per share for the nine months ended December 31, 2022, was HKD 7.58, compared to a loss per share of HKD 3.86 in the previous year[4] - The total comprehensive income for the period was HKD 6,063,000, reflecting a recovery from the previous year's loss[5] - The company reported a profit attributable to owners of approximately HKD 6.1 million for the period, compared to a loss of about HKD 3.1 million in the same period of 2021[32] Revenue Sources - Revenue from renovation projects for the nine months was HKD 31,641,000, a significant increase from HKD 13,464,000 in the same period of 2021[13] - The company's overall revenue increased by approximately 56.8%, from about HKD 129.1 million in the nine months ended December 31, 2021, to about HKD 202.4 million in the same period of 2022[26] - Revenue from renovation projects rose approximately 130% to about HKD 31.6 million in the nine months ended December 31, 2022, compared to about HKD 13.5 million in the same period of 2021[26] Expenses and Costs - The company’s administrative expenses increased to HKD 20,459,000 for the nine months ended December 31, 2022, compared to HKD 17,594,000 in the previous year[4] - Administrative expenses increased by approximately 16.5%, from about HKD 17.6 million in the nine months ended December 31, 2021, to about HKD 20.5 million in the same period of 2022[30] - The company’s financing costs increased to HKD 1,033,000 for the nine months ended December 31, 2022, compared to HKD 296,000 in the previous year[4] - Financing costs increased significantly, with interest on bank loans rising from HKD 262,000 in the nine months ended December 31, 2021, to HKD 931,000 in the same period of 2022[16] - The total employee costs increased to approximately HKD 19.9 million in the nine months ended December 31, 2022, from about HKD 15.8 million in the same period of 2021[18] Strategic Focus and Future Plans - The company continues to focus on expanding its renovation and construction services in Hong Kong, with a strategic emphasis on new project opportunities[10] - The company plans to allocate more resources to meet project funding needs and may consider various ways to raise additional funds if necessary[24] - The company plans to continue bidding for new renovation and refurbishment projects, driven by the Hong Kong government's measures to increase land supply for private housing and commercial buildings[34] Contracts and Tenders - The company submitted tenders amounting to approximately HKD 1,830.9 million during the period, compared to about HKD 3,765.3 million in the nine months ended December 31, 2021[24] - The company secured three renovation contracts totaling approximately HKD 241.6 million and three refurbishment contracts totaling approximately HKD 2.7 million during the reporting period[33] - As of December 31, 2022, the company had unrecognized contract revenue of approximately HKD 339.2 million, primarily from renovation projects for major listed real estate developers in Hong Kong and large developers in China[33] Corporate Governance - The company has adhered to the GEM Listing Rules regarding corporate governance, with a focus on accountability and transparency[67] - The Audit and Risk Management Committee is chaired by an independent non-executive director, ensuring oversight of financial reporting and risk management[69] - The company has established strict procedures for securities trading by directors, ensuring compliance with regulatory standards[60] Stock Options and Share Consolidation - 8,000,000 stock options were granted on August 15, 2022, with an exercise price of HKD 0.447 per share[57] - The fair value of stock options granted to executive directors was HKD 191,789 each, totaling HKD 975,382 for other employees[57] - As of December 31, 2022, a total of 42,709,677 stock options were granted, with 4,270,965 options exercised and 10,000,000 options remaining unexercised[58] - The company implemented a share consolidation on April 7, 2022, merging every ten shares of par value USD 0.01 into one share of par value USD 0.1[59] - A total of 2,270,965 stock options granted to directors and employees expired on November 14, 2022, due to the expiration of the exercise period[59] Operational Stability - No significant events occurred after the reporting period, indicating stability in operations[66] - The company has a strong competitive advantage due to established long-term relationships with major clients and suppliers, as well as a robust management team[33]

AESO HOLDING LIMITED 中期報告 2022 香港聯合交易所有限公司（「聯交所」）GEM 之特色 GEM 的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯 交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的 潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 財務摘要 截至二零二二年九月三十日止六個月（「期內」）： 二零二二年中期業績報告 2 • 本集團收益約116.7百萬港元，較二零二一年同期增加約53.4%。 • 本公司權益持有人應佔溢利約3.7百萬港元（二零二一年：虧損約2.0百萬港 元）。 • 董事會不建議於期內派付股息。 • 本公司每股盈利約4.60港仙（二零二一年：每股虧損約2.55港仙（經重列））。 本公司董事會（「董事會」）欣然公佈本公司及其附屬公司（統稱「本集團」）於期 內的未經審核業績連同二零二一年同期的未經審核比較數字，載列如下： 未經審核簡明綜合損益及其他全面收益表 截至二零二二年九月三十日止三個月及六個月 由於GEM 上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM ...

[Financial Highlights and Statements](index=3&type=section&id=Financial%20Highlights%20and%20Statements) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company achieved a significant turnaround this quarter, swinging to a profit with total revenue increasing 31.4% to HKD 53.6 million and gross profit rising 57.8% to HKD 7.14 million Key Financial Indicators for Q1 | Indicator | Three Months Ended June 30, 2022 (HKD '000) | Three Months Ended June 30, 2021 (HKD '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 53,598 | 40,831 | +31.4% | | Gross Profit | 7,143 | 4,534 | +57.8% | | Profit/(Loss) Before Tax | 1,283 | (786) | Swung to Profit | | Profit/(Loss) for the Period | 1,283 | (786) | Swung to Profit | | Basic Earnings/(Loss) Per Share | 1.60 HK cents | (0.98) HK cents | Swung to Profit | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The Group's total equity increased to HKD 29.39 million as of June 30, 2022, primarily driven by the HKD 1.28 million profit for the period, showing significant improvement from the prior year Summary of Changes in Equity | Item | June 30, 2022 (HKD '000) | June 30, 2021 (HKD '000) | | :--- | :--- | :--- | | Total Equity at Beginning of Period | 28,108 | 19,425 | | Profit/(Loss) for the Period | 1,283 | (786) | | Total Equity at End of Period | 29,391 | 18,639 | [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the company's core business in Hong Kong's housing improvement sector, financial statement preparation basis, and key financial item breakdowns, confirming all revenue is Hong Kong-sourced with no dividends planned - The company is an investment holding company, with its subsidiaries primarily engaged in housing improvement solution services in Hong Kong, including interior fitting-out works for new buildings and renovation, alteration, and addition works for existing buildings[8](index=8&type=chunk) - The Board does not recommend the payment of any dividend for the reporting period[24](index=24&type=chunk) [Segment and Revenue Analysis](index=6&type=section&id=Segment%20and%20Revenue%20Analysis) Total revenue for the quarter increased 31.4% to HKD 53.6 million, driven by fitting-out projects (HKD 47.94 million, +17.4%) and new renovation projects (HKD 5.66 million), with all revenue sourced from Hong Kong Revenue by Business Segment | Business Segment | Q1 2022 (HKD '000) | Q1 2021 (HKD '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Fitting-out Projects | 47,943 | 40,831 | +17.4% | | Renovation Projects | 5,655 | – | N/A | | **Total** | **53,598** | **40,831** | **+31.4%** | - The Group's revenue is entirely derived from Hong Kong, thus no geographical information is presented[13](index=13&type=chunk) [Key P&L Items Analysis](index=7&type=section&id=Key%20P%26L%20Items) Finance costs increased to HKD 0.204 million due to higher bank loan interest, administrative expenses rose 7.5% to HKD 5.7 million from staff costs, and no tax provision was made due to the absence of taxable profit - Finance costs increased from HKD 0.07 million in the prior year to **HKD 0.204 million**, primarily due to increased interest on bank borrowings[19](index=19&type=chunk) - No tax provision was made for the current quarter or the prior year due to sufficient tax losses carried forward, resulting in no taxable profit[22](index=22&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=10&type=section&id=Business%20and%20Financial%20Review) The Group achieved strong business performance this quarter, with revenue growing 31.4% and gross profit 57.8%, swinging to a profit of approximately HKD 1.3 million, driven by contract revenue from prior-year projects and submitting HKD 686 million in bids - During the period, the company submitted project tenders totaling approximately **HKD 686 million** but was not awarded new projects, with most bids coming from long-term clients including leading listed property developers in Hong Kong[28](index=28&type=chunk) - Revenue increased by **31.4%** to **HKD 53.6 million**, primarily due to the recognition of more contract revenue from a large number of tenders awarded in recent years[30](index=30&type=chunk) - Cost of services increased by **28.1%** to **HKD 46.5 million** in line with the increase in revenue[31](index=31&type=chunk) - Due to a significant increase in gross profit, the Group swung from a loss of approximately **HKD 0.786 million** in the prior year to a profit of approximately **HKD 1.3 million** for the current period[35](index=35&type=chunk) [Prospects and Outlook](index=12&type=section&id=Prospects%20and%20Outlook) The Group is confident in the Hong Kong market, focusing on its core business, with approximately HKD 280 million in unrecognized contract revenue providing stable future income, and plans fundraising to expand the team and enhance cost control for growth - The Group's core competitive advantages include long-term stable relationships with key clients, strong relationships with suppliers and subcontractors, integrated project execution capabilities, and an experienced management team[36](index=36&type=chunk) - As of June 30, 2022, the Group's unrecognized contract revenue was approximately **HKD 280.2 million**, primarily from commercial and residential fitting-out projects for major developers in Hong Kong and mainland China[36](index=36&type=chunk) - The Group is confident in the prospects of Hong Kong's construction industry, especially with the government's promotion of the 'Northern Metropolis Development Strategy' expected to increase land supply for private residential and commercial buildings, creating more business opportunities[38](index=38&type=chunk) [Other Disclosures](index=13&type=section&id=Other%20Disclosures) [Interests Disclosure and Share Option Scheme](index=13&type=section&id=Interests%20and%20Share%20Option%20Scheme) This section discloses director and major shareholder interests, including Chairman Mr. Chan Siu Chung's 14.10% beneficial ownership, details the 2019 share option scheme, and notes adjustments to share options due to share consolidation - Chairman Mr. Chan Siu Chung holds a total of **14.10%** interest in the company through his wholly-owned company Acropolis Limited and directly held share options[39](index=39&type=chunk) - As of June 30, 2022, a total of **4,270,965** unexercised share options were granted to directors and other employees under the share option scheme[45](index=45&type=chunk) - Due to the company's '10-into-1' share consolidation, the exercise price and number of unexercised share options have been adjusted accordingly since April 7, 2022[46](index=46&type=chunk) [Corporate Governance and Compliance](index=15&type=section&id=Corporate%20Governance%20and%20Compliance) The company largely complied with the Corporate Governance Code, with one deviation where the Chairman and CEO roles are not separate, as the executive directors collectively perform CEO functions; the Audit and Risk Management Committee reviewed the quarterly financial statements - The company complied with the requirements for directors' securities transactions, with all directors confirming compliance[47](index=47&type=chunk) - The company has one deviation from the Corporate Governance Code: the roles of Chairman (Mr. Chan Siu Chung) and Chief Executive Officer are not separate, as the Board believes the executive directors collectively perform the CEO function, making a separate position unnecessary to avoid duplication of duties[54](index=54&type=chunk) - The Audit and Risk Management Committee, comprising three independent non-executive directors, has reviewed the unaudited condensed consolidated financial statements for the quarter[56](index=56&type=chunk) - The company did not purchase, sell, or redeem any listed securities during or after the period, nor were there any significant post-reporting period events[52](index=52&type=chunk)[53](index=53&type=chunk)

[Company Information](index=4&type=section&id=Company%20Information) This report details the company's core management, committee members, auditors, registered office, and principal bankers Major Management and Advisory Team | Position | Name/Institution | | :--- | :--- | | **Executive Directors** | Chan Siu Chung (Chairman), Cheung Hiu Tung, Cheung Hoi Wai | | **Independent Non-Executive Directors** | Yeung Chun Yu, Lai Wing Sze, Yu Wan Ki | | **Chairman of Audit and Risk Management Committee** | Yeung Chun Yu | | **Chairman of Remuneration Committee** | Lai Wing Sze | | **Chairman of Nomination Committee** | Chan Siu Chung | | **Auditor** | Evergreen (Hong Kong) CPA Limited | | **Stock Code** | 8341 | [Chairman's Statement and Management Discussion and Analysis](index=5&type=section&id=Chairman's%20Statement%20and%20Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=5&type=section&id=Business%20and%20Financial%20Review) The Group achieved profitability with a **74.4% revenue increase** to **HKD 218 million**, driven by Hong Kong decoration and renovation projects, and a significant rise in tender amounts supports future revenue 2022 Financial Year Key Financial Indicators | Indicator | 2022 FY (HKD Million) | 2021 FY (HKD Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | 218.0 | 125.0 | +74.4% | | Decoration Project Revenue | 190.2 | 107.0 | +77.8% | | Renovation Project Revenue | 27.8 | 18.0 | +54.4% | | **Gross Profit** | 29.9 | 15.8 | +89.2% | | **Administrative Expenses** | 24.4 | 22.6 | +8.0% | | **Profit/(Loss) Attributable to Owners of the Company** | 8.2 | (5.7) | Turned loss into profit | - The Group's core business involves decoration projects for new commercial and residential buildings and renovation projects for existing commercial buildings in Hong Kong[12](index=12&type=chunk) - During the reporting period, the company submitted tenders totaling approximately **HKD 4.23 billion**, a year-on-year increase of approximately **56.4%**, and was awarded **7 projects** with a total contract value of approximately **HKD 119 million**[13](index=13&type=chunk) - The Board recommended no final dividend for the year ended March 31, 2022[11](index=11&type=chunk) [Prospects and Outlook](index=7&type=section&id=Prospects%20and%20Outlook) The Group remains confident in Hong Kong's decoration and renovation market, supported by government policies and a significant increase in unrecognised contract revenue to **HKD 314 million**, prompting consideration of future fundraising for expansion - The Group's core competitive advantages include a **strong track record**, stable customer and supplier relationships, integrated project execution capabilities, and an experienced management team[24](index=24&type=chunk) - As of March 31, 2022, unrecognised contract revenue was approximately **HKD 314.1 million**, a significant increase from **HKD 77.1 million** in the prior year, primarily contributed by commercial development decoration projects[24](index=24&type=chunk) - Management believes that future fundraising activities will be necessary to increase manpower and control construction cost budgets to scale up operations in response to the large number of newly awarded projects[24](index=24&type=chunk) - The company is confident in the prospects of the Hong Kong decoration and renovation market, primarily based on expected growth from measures such as the Hong Kong government's increased land supply in the Northern Metropolis[25](index=25&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=7&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group maintains a sound financial position with increased net current assets and net assets, funding operations through business activities and borrowings, while prudently managing liquidity and maintaining a stable capital structure Financial Position Summary (As of March 31, 2022) | Indicator | 2022 (HKD Million) | 2021 (HKD Million) | | :--- | :--- | :--- | | Net Current Assets | 25.7 | 16.5 | | Net Assets | 28.1 | 19.4 | | Bank Balances and Cash | 7.8 | 7.8 | | Pledged Bank Deposits | 0.9 | 1.8 | - The Group's operations are primarily conducted in Hong Kong, with transactions, assets, and liabilities denominated in HKD and USD, resulting in no significant foreign exchange risk exposure[34](index=34&type=chunk) - As of March 31, 2022, the Group's headcount was **56 employees**, an increase from **37 employees** in the prior year[37](index=37&type=chunk) [Share Capital Reorganisation](index=9&type=section&id=Share%20Capital%20Reorganisation) The company advanced a share capital reorganisation plan, including share consolidation, capital reduction, and share subdivision, which, though not completed by period-end, received shareholder and court approval and became effective post-period - The company proposed to consolidate every **10 shares** of **USD 0.01** par value into **1 consolidated share** of **USD 0.1** par value, which was approved at the EGM on April 4, 2022, and became effective on April 7, 2022[39](index=39&type=chunk) - Following the share consolidation, the company implemented a capital reduction and share subdivision, reducing the par value of each issued consolidated share from **USD 0.1** to **USD 0.01** and subdividing unissued consolidated shares into **10 new shares** of **USD 0.01** par value, effective June 17, 2022[40](index=40&type=chunk)[41](index=41&type=chunk) [Biographies of Directors and Senior Management](index=11&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the background, experience, and qualifications of the company's executive directors, independent non-executive directors, senior management, and company secretary - The executive director team is led by the Group's founder, Mr. Chan Siu Chung, who has nearly **25 years of experience** in the construction industry and is primarily responsible for the Group's overall strategic development and management[47](index=47&type=chunk) - The independent non-executive director team members possess diverse professional backgrounds in accounting, tax advisory, business management, and information technology, providing independent judgment and expertise to the Board[50](index=50&type=chunk)[51](index=51&type=chunk) [Corporate Governance Report](index=13&type=section&id=Corporate%20Governance%20Report) [Board and Committees](index=14&type=section&id=Board%20and%20Committees) The company's board, comprising three executive and three independent non-executive directors, largely complied with corporate governance code provisions, with established audit, remuneration, and nomination committees ensuring independent and professional decision-making - During the reporting period, the company complied with the Corporate Governance Code in Appendix 15 of the GEM Listing Rules, with the only deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Chan Siu Chung, as the company believes the executive director team collectively performs the CEO function, thus no separate position was established[57](index=57&type=chunk) - The Board consists of **six directors**, including **three executive directors** and **three independent non-executive directors**, meeting the requirement that independent non-executive directors comprise at least one-third of the Board[59](index=59&type=chunk) - The company has established an Audit and Risk Management Committee, a Remuneration Committee, and a Nomination Committee, with clearly defined terms of reference, and independent non-executive directors hold a majority of seats and chairmanships in each committee, ensuring their independent operation[72](index=72&type=chunk)[75](index=75&type=chunk)[83](index=83&type=chunk) [Risk Management and Internal Control](index=22&type=section&id=Risk%20Management%20and%20Internal%20Control) The company established an enterprise risk management framework, with the Board overseeing its effectiveness and engaging independent consultants for annual reviews, identifying strategic, operational, and compliance risks, and deeming the current systems effective and appropriate - The Board is responsible for continuously overseeing the Group's risk management and internal control systems and has appointed an independent internal control consultant for evaluation, deeming the Group's internal control and risk management systems effective and appropriate[105](index=105&type=chunk)[106](index=106&type=chunk) Identified Key Risks | Risk Area | Key Risk Description | | :--- | :--- | | **Strategic Risk** | Low entry barriers in Hong Kong's decoration and renovation industry, increasing competition may lead to reduced profit margins and market share loss | | **Operational Risk** | Reliance on subcontractors poses risks related to project quality and worker safety, potentially adversely affecting the Group's operations and financial position | | **Compliance Risk** | Subcontractors' failure to comply with engineering, safety, construction, and environmental regulations may result in fines or remedial actions for the Group | - The Group currently does not have an internal audit function, as the Board believes appointing external independent professionals to perform this function is more cost-effective and will review the need for an internal audit function at least annually[112](index=112&type=chunk) [Shareholder Relations and Rights](index=20&type=section&id=Shareholder%20Relations%20and%20Rights) The company maintains high transparency, communicating with shareholders through various channels, outlining procedures for shareholder meetings and inquiries, and has adopted a dividend policy considering financial performance and capital needs - The company communicates with shareholders through annual general meetings, annual/interim/quarterly reports, announcements, and circulars, ensuring public and timely information disclosure[94](index=94&type=chunk) - Shareholders holding not less than **one-tenth of the company's voting share capital** have the right to request the Board to convene a general meeting[95](index=95&type=chunk) - The company has adopted a dividend policy, where the decision to pay dividends and their amount will consider factors such as the company's financial performance, working capital needs, future expansion plans, and overall economic conditions[101](index=101&type=chunk)[103](index=103&type=chunk) [Directors' Report](index=24&type=section&id=Directors'%20Report) [Business Operations and Stakeholder Relations](index=24&type=section&id=Business%20Operations%20and%20Stakeholder%20Relations) The company, an investment holding company, primarily engaged in Hong Kong decoration and renovation projects, with the Board not recommending a dividend, while maintaining strong stakeholder relationships, implementing environmental measures, and reporting negative distributable reserves - The company's principal activities are providing contracting services in Hong Kong, including interior decoration for new buildings and renovation, alteration, and addition works for existing buildings[115](index=115&type=chunk) - The Board did not recommend the payment of a dividend for the reporting period (2021: nil)[117](index=117&type=chunk) - The company values its relationships with various stakeholders, having established long-term stable cooperative relationships with major suppliers, subcontractors, and customers[119](index=119&type=chunk) Company Distributable Reserves | Item | March 31, 2022 (HKD Thousand) | March 31, 2021 (HKD Thousand) | | :--- | :--- | :--- | | Share Premium | 39,615 | 39,615 | | Accumulated Losses | (93,187) | (88,694) | | **Total** | **(53,572)** | **(49,079)** | [Directors' and Shareholders' Interests](index=25&type=section&id=Directors'%20and%20Shareholders'%20Interests) The report details board members and service contracts, confirming independent non-executive directors' independence, with Chairman Chan Siu Chung holding **14.10%** as controlling shareholder, and no competing interests reported by directors or major shareholders, who complied with the non-compete undertaking - Chairman Chan Siu Chung holds **106,000,000 shares** through Acropolis Limited and directly holds **6,838,709 share options**, totaling approximately **14.10%** of the issued share capital[134](index=134&type=chunk) - The independent non-executive directors have reviewed and confirmed that the controlling shareholder, Mr. Chan Siu Chung and Acropolis Limited, complied with the terms of the non-compete undertaking during the reporting period[131](index=131&type=chunk) - During the reporting period, no director or their associated entities had a significant interest in any material transactions, arrangements, or contracts of the Group[139](index=139&type=chunk) [Major Customers and Suppliers](index=28&type=section&id=Major%20Customers%20and%20Suppliers) The Group exhibits high customer and supplier concentration, with the top five customers contributing nearly **80%** of total turnover and the largest single customer over **one-third**, while the top five suppliers accounted for nearly **70%** of total purchases, indicating reliance on key partners - The top five customers accounted for approximately **79%** of total turnover, with the largest customer accounting for approximately **36%**[141](index=141&type=chunk) - The top five suppliers accounted for approximately **69%** of total purchases, with the largest supplier accounting for approximately **29%**[141](index=141&type=chunk) [Share Option Scheme](index=28&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2019, granting **20,000,000 new options** to directors and employees during the period, while **5,677,420 options** lapsed due to employee departures, resulting in **42,709,677 unexercised options** at period-end Share Option Movement Summary (As of March 31, 2022) | Item | Number of Share Options | | :--- | :--- | | Unexercised at Beginning of Period | 28,387,097 | | Granted During the Year | 20,000,000 | | Lapsed During the Year | (5,677,420) | | **Unexercised at End of Period** | **42,709,677** | - During the year, the company granted a total of **20,000,000 share options** to directors and employees, with an exercise price of **USD 0.01** and valid until July 11, 2024[143](index=143&type=chunk)[366](index=366&type=chunk) [Independent Auditor's Report](index=31&type=section&id=Independent%20Auditor's%20Report) Evergreen (Hong Kong) CPA Limited issued an unmodified opinion on the company's consolidated financial statements as of March 31, 2022, affirming that the statements present a true and fair view of the Group's financial position and performance - Auditor Evergreen (Hong Kong) CPA Limited issued an unmodified opinion on the company's consolidated financial statements as of March 31, 2022, affirming that the statements present a true and fair view of the Group's financial position and performance[155](index=155&type=chunk) - The report identified two key audit matters: - **Provision for expected credit losses on trade receivables and contract assets**: This was a key focus due to significant management judgment involved - **Revenue recognition for construction contracts**: Revenue recognition relies on estimates of completion progress, where uncertainties and subjectivity can significantly impact financial results[158](index=158&type=chunk)[163](index=163&type=chunk) [Consolidated Financial Statements](index=37&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=38&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2022, the Group turned losses into profits, with total revenue increasing by **74.4%** to **HKD 218 million** and gross profit by **89.2%** to **HKD 29.91 million**, resulting in an annual profit of **HKD 8.16 million** compared to a loss of **HKD 5.65 million** in the prior year Consolidated Statement of Profit or Loss Summary | Indicator (HKD Thousand) | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | 218,014 | 125,049 | | Gross Profit | 29,914 | 15,829 | | Profit/(Loss) Before Tax | 8,162 | (5,654) | | **Profit/(Loss) and Total Comprehensive Income/(Loss) for the Year** | **8,162** | **(5,654)** | | Basic Earnings/(Loss) Per Share (HK Cents) | 10.20 | (13.37) | [Consolidated Statement of Financial Position](index=39&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2022, the Group's total assets increased to **HKD 116 million**, with total liabilities at **HKD 87.5 million**, while net assets grew by **44.7%** from **HKD 19.43 million** to **HKD 28.11 million**, and net current assets also improved from **HKD 16.5 million** to **HKD 25.7 million**, indicating enhanced liquidity Consolidated Statement of Financial Position Summary | Indicator (HKD Thousand) | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **115,609** | **88,290** | | Non-Current Assets | 7,344 | 3,355 | | Current Assets | 108,265 | 84,935 | | **Total Liabilities** | **87,501** | **68,865** | | Current Liabilities | 82,569 | 68,432 | | Non-Current Liabilities | 4,932 | 433 | | **Net Assets** | **28,108** | **19,425** | | **Total Equity** | **28,108** | **19,425** | [Consolidated Statement of Changes in Equity](index=41&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2022, the Group's total equity increased to **HKD 28.11 million**, primarily driven by the **HKD 8.16 million** profit for the year and **HKD 0.52 million** reserve recognised from share option grants, with some growth offset by accounting treatment of lapsed share options Equity Movement Summary (HKD Thousand) | Item | Amount | | :--- | :--- | | As at April 1, 2021 | 19,425 | | Profit and Total Comprehensive Income for the Year | 8,162 | | Share Option Grant | 521 | | Lapsed Share Options | - | | **As at March 31, 2022** | **28,108** | [Consolidated Statement of Cash Flows](index=42&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) During the reporting period, the Group experienced a net cash outflow of **HKD 19.13 million** from operating activities, mainly due to a significant increase in contract assets, while investing activities generated a net cash inflow of **HKD 0.74 million**, and financing activities resulted in a net cash inflow of **HKD 18.31 million**, primarily from new bank borrowings, leading to a slight decrease of **HKD 0.087 million** in cash and cash equivalents to **HKD 7.76 million** at year-end Consolidated Statement of Cash Flows Summary | Indicator (HKD Thousand) | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (19,133) | (24,324) | | Net Cash From/(Used in) Investing Activities | 735 | (71) | | Net Cash From/(Used in) Financing Activities | 18,311 | (2,544) | | **Net Decrease in Cash and Cash Equivalents** | **(87)** | **(26,939)** | | Cash and Cash Equivalents at Beginning of Year | 7,843 | 34,782 | | **Cash and Cash Equivalents at End of Year** | **7,756** | **7,843** | [Notes to the Consolidated Financial Statements](index=44&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Company Information and Accounting Policies](index=44&type=section&id=Company%20Information%20and%20Accounting%20Policies) This section outlines the company's basic information, financial statement preparation basis, and significant accounting policies, with the company being an investment holding company whose subsidiaries engage in Hong Kong decoration and renovation projects, and financial statements prepared under Hong Kong Financial Reporting Standards - The company is an investment holding company, whose subsidiaries primarily engage in interior decoration for new commercial and residential buildings and renovation projects for existing commercial buildings in Hong Kong[196](index=196&type=chunk) - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and new and revised standards mandatorily effective for the current year have been applied[197](index=197&type=chunk)[199](index=199&type=chunk) - Revenue from construction contracts is recognised over time using the input method, based on the proportion of costs incurred to total estimated costs, which involves significant accounting estimates[235](index=235&type=chunk)[272](index=272&type=chunk) - Impairment of trade receivables and contract assets is assessed using the expected credit loss model and a provision matrix[250](index=250&type=chunk)[274](index=274&type=chunk) [Revenue and Segment Information](index=72&type=section&id=Revenue%20and%20Segment%20Information) Total revenue for the year was **HKD 218 million**, entirely from Hong Kong customer contracts, with decoration projects contributing **HKD 190 million** and renovation projects **HKD 27.81 million**, while unfulfilled performance obligations of approximately **HKD 315 million** indicate future revenue potential, and customer concentration remains high Revenue by Business Segment (HKD Thousand) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | Decoration Projects | 190,204 | 107,042 | | Renovation Projects | 27,810 | 18,007 | | **Total** | **218,014** | **125,049** | - As of March 31, 2022, the total transaction price allocated to remaining performance obligations was **HKD 314,702 thousand**, of which **HKD 276,265 thousand** is expected to be recognised as revenue within one year[315](index=315&type=chunk) - During the year, three major customers contributed over **10%** of the Group's total revenue, with Customer 3 being the largest contributor, generating approximately **HKD 77.75 million** from decoration and renovation projects[321](index=321&type=chunk) [Key Assets and Liabilities](index=82&type=section&id=Key%20Assets%20and%20Liabilities) At period-end, the Group's net trade receivables were **HKD 34.74 million** and net contract assets were **HKD 53.26 million**, both with expected credit loss provisions, while bank borrowings increased to **HKD 28 million**, all floating-rate, and right-of-use assets and lease liabilities significantly increased due to new property leases Summary of Major Assets and Liabilities (HKD Thousand) | Item | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Trade Receivables (Gross carrying amount) | 39,521 | 52,273 | | Provision for Expected Credit Losses | (4,781) | (9,488) | | **Trade Receivables (Net carrying amount)** | **34,740** | **42,785** | | Contract Assets (Gross carrying amount) | 56,368 | 21,804 | | Provision for Expected Credit Losses | (3,111) | (3,328) | | **Contract Assets (Net carrying amount)** | **53,257** | **18,476** | | Bank Borrowings | 27,998 | 6,959 | | Lease Liabilities | 7,133 | 3,001 | - Bank borrowings are secured by personal guarantees from Mr. Chan Siu Chung, certain assets held by him, the Group's financial assets, and pledged bank deposits[355](index=355&type=chunk) [Share Capital and Share Options](index=87&type=section&id=Share%20Capital%20and%20Share%20Options) As of period-end, the company's issued share capital comprised **800 million ordinary shares** of **USD 0.01** par value, with no changes during the period, while the 2019 share option scheme saw **20 million new options** granted at **USD 0.01** exercise price and some older options lapsed, resulting in **42.71 million unexercised options** at year-end - As of March 31, 2022, the company's authorised share capital was **USD 20,000,000** (divided into **2,000,000,000 shares** of **USD 0.01** par value), and issued and fully paid share capital was **USD 8,000,000** (**800,000,000 shares**)[361](index=361&type=chunk) - During the year, the company granted a total of **20,000,000 share options** to directors and employees, with an exercise price of **USD 0.01** and valid until July 11, 2024[364](index=364&type=chunk)[366](index=366&type=chunk) - As of March 31, 2022, there were **42,709,677 unexercised share options** with exercise prices of **HKD 0.3135** and **USD 0.01** respectively[364](index=364&type=chunk) [Financial Summary](index=95&type=section&id=Financial%20Summary) This section provides a five-year financial summary of the Group's key performance indicators and financial position Five-Year Financial Summary (For the year ended March 31) | Indicator (HKD Thousand) | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Consolidated Results** | | | | | | | Revenue | 218,014 | 125,049 | 199,939 | 88,913 | 96,306 | | Profit/(Loss) Before Tax | 8,162 | (5,654) | (27,422) | (12,496) | (35,300) | | Profit/(Loss) for the Year | 8,162 | (5,654) | (27,422) | (12,439) | (35,245) | | **Consolidated Assets and Liabilities** | | | | | | | Total Assets | 115,609 | 88,290 | 119,645 | 75,262 | 72,680 | | Total Liabilities | (87,501) | (68,865) | (140,780) | (73,157) | (55,484) | | Net Assets/(Liabilities) | 28,108 | 19,425 | (21,135) | 2,105 | 17,196 |

第三季度 報告 2021 AESO HOLDING LIMITED 香港聯合交易所有限公司（「聯交所」）GEM 之特色 GEM 的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的 公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審 慎周詳的考慮後方作出投資決定。 由於GEM 上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於主板買賣之證券承 受較大的市場波動風險，同時無法保證在GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司以及香港聯合交易所有限公司對本報告之內容概不負責，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報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。 本報告的資料乃遵照GEM 證券上市規則（「GEM 上市規則」）而刊載，旨在提供有關艾碩控 股有限公司（「本公司」）的資料。本公司董事（「董事」）願就本報告共同及個別地承擔全部 責任，並在作出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重要方 面均屬準確完備，並無誤導或欺詐成分，亦無遺漏其他事項，足以令致本報告所載任何陳 ...

[Financial Highlights](index=3&type=section&id=Financial%20Highlights) For the six months ended September 30, 2021, the Group's revenue significantly increased by 78.0% year-on-year, while loss attributable to equity holders of the Company narrowed considerably, with a corresponding reduction in loss per share, and the Board decided not to declare an interim dividend | Metric | For the six months ended Sep 30, 2021 | For the six months ended Sep 30, 2020 | | :--- | :--- | :--- | | Revenue | Approx. HKD 76.0 million | Approx. HKD 42.7 million | | Loss attributable to equity holders of the Company | Approx. HKD 2.0 million | Approx. HKD 7.3 million | | Loss per share | Approx. HKD 0.26 cents | Approx. HKD 3.63 cents | | Dividend | Not recommended for distribution | N/A | [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) During the reporting period, the Group's revenue increased by 78% year-on-year, and gross profit surged over 5 times to HKD 9.7 million; despite an increase in administrative expenses, finance costs significantly decreased, leading to a substantial narrowing of loss for the period from HKD 7.26 million in the prior period to HKD 2.04 million | Item (HKD thousands) | For the six months ended Sep 30, 2021 | For the six months ended Sep 30, 2020 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 76,068 | 42,737 | +78.0% | | Gross Profit | 9,664 | 1,507 | +541.3% | | Administrative expenses | (11,749) | (9,353) | +25.6% | | Finance costs | (100) | (1,301) | -92.3% | | Loss before tax | (2,040) | (7,264) | -71.9% | | Loss per share (HK cents) | (0.26) | (3.63) | N/A | [Consolidated Statement of Financial Position](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2021, the Group's net assets were HKD 17.9 million, a slight decrease from HKD 19.43 million as of March 31, 2021; current assets saw a significant increase in contract assets and a decrease in trade receivables, while current liabilities slightly increased, primarily due to contract liabilities and new advances on trade receivables with recourse | Item (HKD thousands) | Sep 30, 2021 | Mar 31, 2021 | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 2,014 | 3,355 | -40.0% | | Current assets | 87,861 | 84,935 | +3.4% | | Current liabilities | (71,971) | (68,432) | +5.2% | | Net assets | 17,904 | 19,425 | -7.8% | | Bank balances and cash | 2,950 | 7,843 | -62.4% | [Consolidated Statement of Changes in Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) During the reporting period, the Group's total equity decreased from HKD 19.43 million at the beginning of the period to HKD 17.9 million at the end, primarily due to a loss of HKD 2.04 million for the period, partially offset by equity-settled share-based payments of HKD 0.52 million - Total equity decreased by **HKD 1.521 million** during the period, primarily comprising a **loss for the period of HKD 2.041 million** and the recognition of **equity-settled share-based payments of HKD 0.52 million**[10](index=10&type=chunk) [Consolidated Statement of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) During the reporting period, the Group's net decrease in cash and cash equivalents was HKD 4.89 million; net cash outflow from operating activities was HKD 8.21 million, higher than the prior period; investing activities generated a net inflow of HKD 0.899 million; and financing activities shifted from a net outflow in the prior period to a net inflow of HKD 2.41 million, with an ending cash balance of HKD 2.95 million | Item (HKD thousands) | For the six months ended Sep 30, 2021 | For the six months ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | (8,205) | (4,034) | | Net cash generated from investing activities | 899 | 1,771 | | Net cash generated from / (used in) financing activities | 2,413 | (25,268) | | Net decrease in cash and cash equivalents | (4,893) | (27,531) | | Cash and cash equivalents at end of period | 2,950 | 7,251 | [Notes to the Financial Statements](index=9&type=section&id=Notes%20to%20the%20Financial%20Statements) [Company Information and Basis of Preparation](index=9&type=section&id=1.%20Company%20Information) The Company is an investment holding company incorporated in the Cayman Islands with its principal place of business in Hong Kong; its subsidiaries primarily engage in housing improvement solution services in Hong Kong, including interior fitting-out works for new buildings and renovation works for existing buildings, with financial statements prepared in accordance with Hong Kong Financial Reporting Standards - The Company is an investment holding company, with its subsidiaries primarily engaged in housing improvement solution services in Hong Kong, covering interior fitting-out works for new commercial and residential buildings and renovation, alteration, and addition works for existing commercial buildings[14](index=14&type=chunk) - These interim financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, Hong Kong Generally Accepted Accounting Principles, and the GEM Listing Rules, with accounting policies consistent with those adopted in the previous annual report[15](index=15&type=chunk) [Revenue and Segment Information](index=10&type=section&id=3.%20Revenue%20and%20Segment%20Information) The Group's revenue is entirely derived from Hong Kong and is categorized into "fitting-out projects" and "renovation projects" operating segments; during the reporting period, total revenue was HKD 76.07 million, with fitting-out projects contributing HKD 67.2 million and renovation projects contributing HKD 8.87 million, both achieving significant growth, and there is also a concentration risk with two major customers contributing the majority of revenue | Revenue Segment (HKD thousands) | For the six months ended Sep 30, 2021 | For the six months ended Sep 30, 2020 | Y-o-Y Growth | | :--- | :--- | :--- | :--- | | Fitting-out projects | 67,199 | 37,697 | +78.3% | | Renovation projects | 8,869 | 5,040 | +76.0% | | **Total** | **76,068** | **42,737** | **+78.0%** | - All of the Group's revenue is derived from Hong Kong operations, and all non-current assets are located in Hong Kong[22](index=22&type=chunk) - During the reporting period, Customer 2 contributed **HKD 45.48 million** in revenue, and Customer 1 contributed **HKD 29.68 million** in revenue, indicating a high customer concentration[23](index=23&type=chunk) [Other Significant Financial Notes](index=13&type=section&id=4.%20Other%20Income%2C%20Gains%20or%20%28Losses%29) During the reporting period, finance costs significantly decreased from HKD 1.3 million in the prior period to HKD 0.1 million, primarily due to a reduction in interest on other borrowings; no tax provision was made as there was no assessable profit for the period, and the Board did not recommend an interim dividend - Finance costs significantly decreased from **HKD 1.301 million** in the prior period to **HKD 0.1 million**, primarily due to a reduction in interest expenses on other borrowings from HKD 1.096 million to zero[26](index=26&type=chunk) - No provision for Hong Kong profits tax was made as the Group had no assessable profit during the reporting period[28](index=28&type=chunk) - The Board did not recommend the payment of any dividend for the period[29](index=29&type=chunk) [Trade and Other Receivables and Payables](index=16&type=section&id=10.%20Trade%20and%20Other%20Receivables) As of the end of the reporting period, net trade receivables were HKD 24.38 million, a significant decrease from HKD 42.79 million at the beginning of the period; trade payables were HKD 2.69 million, also a notable decrease from HKD 8.58 million at the beginning of the period | Item (HKD thousands) | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | Trade receivables (net of provision) | 24,381 | 42,785 | | Trade payables | 2,688 | 8,583 | [Management Discussion and Analysis](index=18&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=18&type=section&id=Business%20Review) During the reporting period, the Group demonstrated strong business performance, with total revenue increasing by 78.2% year-on-year to HKD 76.1 million, primarily due to larger contracts awarded in the previous fiscal year; gross profit grew over 5 times, and loss narrowed from HKD 7.3 million to HKD 2.0 million, with 4 new projects awarded totaling approximately HKD 31.9 million in contract value - During the period, the Company submitted tenders totaling approximately **HKD 1.766 billion** and was successfully awarded **4 projects** with a total contract value of approximately **HKD 31.9 million**[35](index=35&type=chunk) Financial Performance (HKD thousands) | Financial Performance (HKD thousands) | For the six months ended Sep 30, 2021 | For the six months ended Sep 30, 2020 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 76,100 | 42,700 | +78.2% | | Gross Profit | 9,700 | 1,500 | +546.7% | | Loss attributable to owners of the Company | 2,000 | 7,300 | -72.6% | - The primary reason for revenue growth was the significantly higher number of tenders awarded (approximately **HKD 412.5 million**) for the year ended March 31, 2021, compared to the previous year (approximately **HKD 184.4 million**), leading to more contract revenue recognized in the current period[37](index=37&type=chunk) [Prospects and Outlook](index=20&type=section&id=Prospects%20and%20Outlook) The Group will continue to focus on the renovation and fitting-out engineering market in Hong Kong, actively bidding for new projects, especially those related to Mainland property developers in Hong Kong; several new contracts have been awarded since April 1, 2021, and management considers COVID-19 a major uncertainty for future economic development, closely monitoring its potential impact on the supply chain - The Group will continue to focus on renovation and fitting-out works in Hong Kong, particularly for residential developments and commercial buildings; since April 1, 2021, **3 fitting-out projects** (contract value **HKD 55.2 million**) and **3 renovation projects** (contract value **HKD 2.4 million**) have been awarded[43](index=43&type=chunk) - Management considers COVID-19 a major uncertainty for future economic development and is monitoring its impact on the production capacity of material suppliers in Mainland China and Europe, which could affect project progress[45](index=45&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=21&type=section&id=Liquidity%20and%20Financial%20Resources) The Group primarily relies on cash from operations and bank borrowings to fund its activities; as of the end of the reporting period, the Group held approximately HKD 3.0 million in cash and had net assets of approximately HKD 17.9 million; the capital structure remained unchanged since the last period-end, with no significant investments, acquisitions, or disposals during the period, and foreign exchange risk is minimal Liquidity Metrics (HKD thousands) | Liquidity Metrics (HKD thousands) | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | Net current assets | 15,900 | 16,500 | | Net assets | 17,900 | 19,400 | | Bank balances and cash | 3,000 | 7,800 | - The capital structure remained unchanged since March 31, 2021, with no significant investments, acquisitions, or disposals of subsidiaries during the period[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - The Group's operations are primarily in Hong Kong, with transactions denominated in HKD and USD, thus incurring no significant foreign exchange risk[54](index=54&type=chunk) [Employees and Remuneration Policy](index=22&type=section&id=Employees%20and%20Remuneration%20Policy) As of September 30, 2021, the Group employed 46 staff; remuneration policy is determined by the Board based on employee experience, qualifications, and capabilities, with a Remuneration Committee for review - As of September 30, 2021, the Group employed a total of **46 employees**; the remuneration policy is determined by the Board, with a Remuneration Committee established to review the remuneration of directors and senior management[55](index=55&type=chunk) [Other Statutory and Regulatory Disclosures](index=23&type=section&id=Other%20Statutory%20and%20Regulatory%20Disclosures) [Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures](index=23&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of the end of the reporting period, Executive Director Mr. Chan Siu Chung was deemed to hold a 14.10% equity interest in the Company; additionally, several directors held share options granted by the Company, and no other directors or substantial shareholders held disclosable interests beyond those disclosed - Director Mr. Chan Siu Chung beneficially owned **112,838,709 shares** (including share options directly held and shares held through his wholly-owned company Acropolis Limited), representing approximately **14.10%** of the issued share capital[57](index=57&type=chunk) - To the best knowledge of the Directors, save for the Directors and chief executive, no other person had an interest in the shares of the Company required to be recorded in the register of substantial shareholders[61](index=61&type=chunk) [Share Option Scheme](index=24&type=section&id=Share%20Option%20Scheme) During the reporting period, the Company granted **20 million** new share options to executive directors and other employees under the Share Option Scheme, with an exercise price of USD 0.01; concurrently, approximately **5.68 million** old share options lapsed, resulting in approximately **42.71 million** outstanding share options at period-end - On July 12, 2021, the Company granted a total of **20,000,000 share options** to executive directors and other employees, with an exercise price of **USD 0.01**[63](index=63&type=chunk) - During the period, a total of **5,677,420 share options** granted to other employees lapsed[63](index=63&type=chunk) - As of September 30, 2021, the total number of outstanding share options was **42,709,677**[63](index=63&type=chunk) [Corporate Governance Practices](index=26&type=section&id=Corporate%20Governance%20Practices) The Company complied with the Corporate Governance Code during the reporting period, with one deviation: the roles of Chairman and Chief Executive Officer were not segregated, as Chairman Mr. Chan Siu Chung provided leadership while the CEO functions were jointly performed by executive directors; the Company has established an Audit and Risk Management Committee, comprising three independent non-executive directors, responsible for overseeing financial reporting and internal control systems - The Company complied with the Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive Officer were not performed by different individuals; Chairman Mr. Chan Siu Chung provided leadership, while the functions of the Chief Executive Officer were jointly performed by the executive directors to avoid duplication of duties[71](index=71&type=chunk) - The Company has established an Audit and Risk Management Committee, comprising three independent non-executive directors, with Mr. Yeung Chun Yu as Chairman; this committee has reviewed the unaudited condensed consolidated financial statements for the current period[73](index=73&type=chunk)

本報告的資料乃遵照GEM 證券上市規則（「GEM 上市規則」）而刊載，旨在提供有 關艾碩控股有限公司（「本公司」）的資料。本公司董事（「董事」）願就本報告共同 及個別地承擔全部責任，並在作出一切合理查詢後確認，就彼等所深知及確信， 本報告所載資料在各重要方面均屬準確完備，並無誤導或欺詐成分，亦無遺漏其 他事項，足以令致本報告所載任何陳述產生誤導。 1 艾碩控股有限公司 第一季度業績 董 事 會（「董事會」）欣 然 公 佈 本 公 司 及 其 附 屬 公 司（ 統 稱「本集團」）於 截 至 二零二一年六月三十日止三個月（「期內」）的未經審核業績連同二零二零年同期 的未經審核比較數字，載列如下： 第一季度 報告 2021 AESO HOLDING LIMITED 香港聯合交易所有限公司（「聯交所」）GEM 之特色 GEM 的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯 交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的 潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM 上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於主板買賣 之證券承受較大的市場波動風險， ...

AESO HOLDING LIMITED 年報 2021 ANNUAL REPORT 2021 年報 AESO HOLDING LIMITED 艾碩控股有限公司 香港聯合交易所有限公司（「聯交所」）GEM 之特色 | 公司資料 | 3 | | --- | --- | | 主席報告及管理層討論與分析 | 4 | | 董事及高級管理層履歷詳情 | 10 | | 企業管治報告 | 12 | | 董事會報告 | 24 | | 獨立核數師報告 | 31 | | 綜合損益及其他全面收益表 | 38 | | 綜合財務狀況表 | 39 | | 綜合權益變動表 | 41 | | 綜合現金流量表 | 42 | | 財務報表附註 | 44 | | 財務概要 | 102 | 二零二一年年報 2 目錄 公司資料 董事會 GEM 的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投資 風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM 上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於主板買賣之證券承受較大的市場波動 風險，同時無法保證在GE ...

Financial Performance [Consolidated Statement of Profit or Loss](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) In the first nine months of 2020, the company's revenue significantly decreased by **46.1%** to **HKD 80.81 million** year-on-year, with gross profit sharply falling by **87.5%** to **HKD 2.07 million**, leading to an expanded loss for the period of **HKD 10.50 million** compared to **HKD 8.61 million** in the prior year Summary of Statement of Profit or Loss for the Nine Months Ended December 31, 2020 | Indicator | For the Nine Months Ended December 31, 2020 (HKD thousands) | For the Nine Months Ended December 31, 2019 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 80,808 | 149,904 | -46.1% | | Gross Profit | 2,073 | 16,629 | -87.5% | | Loss Before Tax | (10,500) | (8,608) | +22.0% | | Loss and Total Comprehensive Expenses for the Period | (10,500) | (8,608) | +22.0% | | Basic Loss Per Share (HK cents) | (4.11) | (4.30) | Narrowed 4.4% | [Consolidated Statement of Changes in Equity](index=4&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of December 31, 2020, the company's total equity turned positive to **HKD 14.58 million** from a negative **HKD 21.14 million** at the beginning of the period, primarily due to **HKD 48.00 million** raised from new share issuance, offsetting the **HKD 10.50 million** loss for the period Summary of Changes in Equity (As of December 31, 2020) | Item | Amount (HKD thousands) | | :--- | :--- | | Total at March 31, 2020 (Beginning of Period) | (21,135) | | Loss for the Period | (10,500) | | Issuance of New Shares | 48,000 | | Share Issuance Transaction Costs | (1,787) | | **Total at December 31, 2020 (End of Period)** | **14,578** | [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes to the financial statements, explaining the company's core business, accounting policies, segment revenue composition, key profit and loss item details, and the basis for calculating loss per share. The company's core business is fitting-out and renovation projects in Hong Kong, with a significant decrease in renovation project revenue during the period. Due to recorded losses, the company has not provided for taxation and does not recommend dividend distribution [Company Information and Basis of Preparation](index=5&type=section&id=Company%20Information%20and%20Basis%20of%20Preparation) The company is an investment holding company registered in the Cayman Islands, primarily engaged in housing improvement solutions in Hong Kong, including interior fitting-out for new projects and renovation and alteration works for existing buildings. Financial statements are presented in HKD and prepared in accordance with Hong Kong Financial Reporting Standards - The company's core business involves providing **contracting services** in Hong Kong, including interior fitting-out for new commercial and residential buildings, as well as renovation and alteration works for existing commercial buildings[8](index=8&type=chunk) - The financial statements are prepared in accordance with **Hong Kong Financial Reporting Standards** and presented in **Hong Kong Dollars**[8](index=8&type=chunk)[9](index=9&type=chunk) [Segment Information and Revenue](index=6&type=section&id=Segment%20Information%20and%20Revenue) The company's business is divided into 'Fitting-out Projects' and 'Renovation Projects' segments, with all revenue derived from Hong Kong. Total revenue for the first nine months of 2020 was **HKD 80.81 million**, a **46.1%** year-on-year decrease. Fitting-out project revenue decreased by **10.1%**, while renovation project revenue saw a significant **75.2%** year-on-year decline Segment Revenue for the Nine Months Ended December 31 (HKD thousands) | Business Segment | 2020 | 2019 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Fitting-out Projects | 60,288 | 67,096 | -10.1% | | Renovation Projects | 20,520 | 82,808 | -75.2% | | **Total** | **80,808** | **149,904** | **-46.1%** | [Key Profit & Loss Items](index=7&type=section&id=Key%20Profit%20%26%20Loss%20Items) Other income significantly increased to **HKD 1.84 million** during the period, mainly from other income items. Finance costs decreased by **45.6%** year-on-year to **HKD 1.72 million**, benefiting from reduced interest on other borrowings. Total staff costs within administrative expenses were **HKD 12.76 million**, a **13.2%** year-on-year decrease - For the nine months ended December 31, 2020, total **other income, gains or losses** amounted to **HKD 1.842 million**, a substantial increase from **HKD 53 thousand** in the prior year period[16](index=16&type=chunk) - **Finance costs** decreased by **45.6%** from **HKD 3.157 million** in the prior year period to **HKD 1.717 million**, primarily due to a reduction in interest on other borrowings[17](index=17&type=chunk) - Total **staff costs** decreased by **13.2%** from **HKD 14.706 million** in the prior year period to **HKD 12.761 million**[18](index=18&type=chunk) [Tax, Dividend, and Loss Per Share](index=9&type=section&id=Tax%2C%20Dividend%2C%20and%20Loss%20Per%20Share) No Hong Kong profits tax provision was made due to the taxable loss recorded during the period. The Board does not recommend any dividend payment. Basic loss per share narrowed from **4.30 HK cents** last year to **4.11 HK cents**, primarily due to an increase in the weighted average number of shares from the rights issue - No provision for **Hong Kong profits tax** was made as the Group had no assessable profits during the reporting period[20](index=20&type=chunk) - The Board does not recommend the payment of any **dividend** for the period[21](index=21&type=chunk) - For the nine months ended December 31, 2020, **basic loss per share** was **4.11 HK cents**, compared to **4.30 HK cents** in the prior year period, primarily due to an increase in the weighted average number of ordinary shares from **200 million** to approximately **255 million** used in the loss calculation[23](index=23&type=chunk) Management Discussion and Analysis [Business Review](index=10&type=section&id=Business%20Review) The company primarily engages in fitting-out and renovation projects in Hong Kong. During the period, the company tendered for approximately **HKD 2.28 billion** in projects, successfully securing 10 projects with a total contract value of approximately **HKD 129 million**, serving leading Hong Kong and renowned Chinese property developers. To improve its financial position, the company completed a rights issue in November 2020, raising net proceeds of approximately **HKD 46.2 million** - For the nine months ended December 31, 2020, the company tendered for approximately **HKD 2.277 billion** in projects and was awarded **10 projects** with a total contract value of approximately **HKD 129 million**[25](index=25&type=chunk) - The company completed a **rights issue** in November 2020, issuing **600 million shares** at **HKD 0.080 per share**, raising net proceeds of approximately **HKD 46.2 million**[26](index=26&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) Impacted by the COVID-19 pandemic on Hong Kong's economy, the company's revenue for the first nine months of 2020 decreased by **46.1%** year-on-year to **HKD 80.8 million**. Gross profit sharply declined by **87.5%** to **HKD 2.1 million**. Administrative expenses decreased by **28.2%** due to reduced legal and professional fees. Ultimately, loss attributable to owners of the company expanded from **HKD 8.6 million** last year to **HKD 10.5 million** - **Revenue** decreased by **46.1%** from approximately **HKD 150 million** in the prior year period to approximately **HKD 80.8 million**, primarily due to the adverse impact of the COVID-19 pandemic on Hong Kong's economy[29](index=29&type=chunk) - **Gross profit** decreased by **87.5%** from **HKD 16.6 million** in the prior year period to **HKD 2.1 million**[31](index=31&type=chunk) - **Administrative expenses** decreased by **28.2%** from **HKD 18.0 million** in the prior year period to **HKD 12.9 million**, mainly due to reduced legal and professional fees and tendering costs[32](index=32&type=chunk) - **Loss attributable to owners of the company** increased from **HKD 8.6 million** in the prior year period to **HKD 10.5 million**, primarily due to the decrease in gross profit[33](index=33&type=chunk) [Prospects and Outlook](index=12&type=section&id=Prospects%20and%20Outlook) The company will continue to focus on Hong Kong's fitting-out and renovation engineering market, particularly residential and commercial projects. From early 2021 to the reporting date, five new fitting-out projects have been awarded, with a total contract value of approximately **HKD 275 million**. Despite COVID-19 uncertainties, the rights issue completed in November 2020 improved the company's financial and cash position, supporting future project bidding - The company will continue to focus on **renovation and fitting-out engineering opportunities** in Hong Kong, particularly in residential development projects and commercial properties[34](index=34&type=chunk) - From January 1, 2021, to the reporting date, the Group has been awarded **five fitting-out projects** with a total contract value of approximately **HKD 275.3 million**[34](index=34&type=chunk) - The **rights issue** completed in November 2020 improved the company's financial and cash position, providing support for future development[35](index=35&type=chunk) Other Disclosures [Shareholding and Interests](index=13&type=section&id=Shareholding%20and%20Interests) This section discloses the shareholdings of directors and major shareholders. Director Mr. Chan Siu Chung is a major controlling shareholder, holding approximately **13.60%** of the shares. Additionally, the company has a share option scheme, and as of the period end, several executive directors and employees held unexercised share options [Directors' and Chief Executive's Interests](index=13&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests) As of December 31, 2020, Director Mr. Chan Siu Chung beneficially owned **108,838,709** ordinary shares of the company, representing approximately **13.60%** of the issued share capital. Additionally, Directors Mr. Cheung Hiu Tung and Mr. Cheung Hoi Wai each held **2,838,709** share options, each representing approximately **0.35%** Directors' Long Positions in Shares and Underlying Shares of the Company (As of December 31, 2020) | Name | Capacity | Number of Ordinary Shares Held | Approximate Percentage | | :--- | :--- | :--- | :--- | | Chan Siu Chung | Beneficial Owner | 108,838,709 | 13.60% | | Cheung Hiu Tung | Beneficial Owner (Share Options) | 2,838,709 | 0.35% | | Cheung Hoi Wai | Beneficial Owner (Share Options) | 2,838,709 | 0.35% | [Share Option Scheme](index=14&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on September 30, 2019. As of December 31, 2020, there were **28,387,097** unexercised share options with an exercise price of **HKD 0.3135** per share, involving three executive directors and other employees - As of December 31, 2020, there were **28,387,097 unexercised share options** under the share option scheme[42](index=42&type=chunk) Details of Unexercised Share Options (As of December 31, 2020) | Grantees | Number | Exercise Price (HKD) | | :--- | :--- | :--- | | Executive Director Chan Siu Chung | 2,838,709 | 0.3135 | | Executive Director Cheung Hiu Tung | 2,838,709 | 0.3135 | | Executive Director Cheung Hoi Wai | 2,838,709 | 0.3135 | | Other Employees | 19,870,970 | 0.3135 | [Corporate Governance](index=16&type=section&id=Corporate%20Governance) The company is committed to maintaining a high level of corporate governance. During the reporting period, the company complied with most provisions of the Corporate Governance Code, but there was a deviation where the roles of Chairman and Chief Executive Officer were not separated. The Audit and Risk Management Committee, comprising three independent non-executive directors, has reviewed the quarterly financial report [Compliance Status](index=16&type=section&id=Compliance%20Status) The company complied with the Corporate Governance Code during the reporting period, with one deviation: the roles of Chairman and Chief Executive Officer were not held by different individuals. The company explained that Chairman Mr. Chan Siu Chung, along with the executive director team, performs the Chief Executive Officer functions to avoid duplication of duties - For the nine months ended December 31, 2020, the company complied with the **Corporate Governance Code** set out in Appendix 15 to the GEM Listing Rules, with one deviation[51](index=51&type=chunk) - The deviation is that the roles of Chairman and Chief Executive Officer are not performed by different individuals, as required by Code Provision A.2.1. The company's Chairman, Mr. Chan Siu Chung, oversees the Group's management in conjunction with other executive directors, thus no separate Chief Executive Officer has been appointed[51](index=51&type=chunk) [Audit and Risk Management Committee](index=16&type=section&id=Audit%20and%20Risk%20Management%20Committee) The Audit and Risk Management Committee comprises three independent non-executive directors, with Mr. Yeung Chun Yu as Chairman. The committee's primary responsibilities include reviewing financial statements, monitoring internal controls, and risk management systems. The committee has reviewed the unaudited condensed consolidated financial statements for the quarter - The **Audit and Risk Management Committee** consists of independent non-executive directors Mr. Yeung Chun Yu (Chairman), Ms. Lai Wing Sze, and Ms. Yu Wan Ki[52](index=52&type=chunk) - The committee has reviewed the Group's **unaudited condensed consolidated financial statements** for the nine months ended December 31, 2020[54](index=54&type=chunk)