CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a mar ...

Characteristics of GEM of the Stock Exchange of Hong Kong Limited (the "Stock Exchange") 香港聯合交易所有限公司（「聯交所」）GEM 之特色 GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed o ...

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a mar ...

Revenue Performance - Revenue for the six months ended 31 October 2021 amounted to approximately HK$46.3 million, representing an increase of approximately 30.8% compared to HK$35.4 million for the same period in 2020[11]. - The Group's total revenue increased by approximately HK$10.9 million or approximately 30.8% from approximately HK$35.4 million for the six months ended 31 October 2020 to approximately HK$46.3 million for the six months ended 31 October 2021[23]. - Revenue from slope works increased from approximately HK$35.1 million for the six months ended 31 October 2020 to approximately HK$46.1 million for the six months ended 31 October 2021, representing an increase of approximately 31.3%[19]. - For the three months ended 31 October 2021, the revenue was HK$21,182,000, representing an increase from HK$14,792,000 in the same period of 2020, which is a growth of approximately 43.5%[96]. - For the six months ended 31 October 2021, the revenue was HK$46,258,000, up from HK$35,439,000 in the same period of 2020, indicating a growth of about 30.5%[96]. Loss and Profitability - Loss attributable to owners of the Company for the six months ended 31 October 2021 was approximately HK$4.2 million, a significant reduction from a loss of approximately HK$71.9 million in 2020[11]. - Basic loss per share for the six months ended 31 October 2021 was approximately HK0.27 cents, compared to approximately HK4.56 cents for the same period in 2020[11]. - The loss for the period attributable to owners of the Company for the three months ended 31 October 2021 was HK$1,638,000, an improvement from a loss of HK$2,785,000 in the same period of 2020[98]. - The loss for the six months ended 31 October 2021 was HK$4,206,000, significantly reduced from HK$71,888,000 in the same period of 2020, reflecting a decrease of approximately 94.2%[98]. - The total comprehensive expenses for the six months ended 31 October 2021 were HK$4,206,000, down from HK$67,715,000 in the same period of 2020, indicating a reduction of about 93.8%[98]. Costs and Expenses - The Group's gross profit decreased by approximately HK$0.9 million from approximately HK$1.4 million to approximately HK$0.5 million, with the gross profit margin declining from approximately 4.0% to approximately 1.2%[24]. - Direct costs increased by approximately HK$11.7 million or approximately 34.4% from approximately HK$34.0 million to approximately HK$45.7 million, primarily due to the increase in slope works projects[26]. - Administrative expenses decreased by approximately HK$1.2 million or approximately 18.5% from approximately HK$6.5 million to approximately HK$5.3 million, mainly due to reduced staff costs and rental expenses[28]. - Total staff costs for the six months ended 31 October 2021 amounted to HK$3,027,000, a decrease from HK$3,425,000 in the same period of 2020, representing a reduction of approximately 11.6%[156]. Market Outlook - The Group anticipates that the Hong Kong construction market will remain challenging due to rising subcontracting costs and intense competition, which may pressure profit margins[17]. - The Hong Kong Government's ongoing major construction and infrastructure projects are expected to increase demand for slope works related to public safety[14]. - The Directors remain cautiously optimistic about the slope works industry in Hong Kong despite the challenging operating environment[16]. Financial Position - As of 31 October 2021, the Group's cash at banks and in hand amounted to approximately HK$31.1 million, an increase of approximately HK$5.9 million compared to HK$25.2 million as of 30 April 2021[39]. - The Group's gearing ratio was negative approximately 302.4% as of 31 October 2021, compared to negative approximately 286.5% as of 30 April 2021, indicating a deficit in equity[41]. - The Group had net current liabilities of approximately HK$16,550,000 and net liabilities of approximately HK$16,060,000 as of 31 October 2021[118]. - The company's current liabilities increased to HK$73,597,000 from HK$62,026,000, resulting in net current liabilities of HK$16,550,000, compared to HK$12,610,000 previously[101]. - The cash and bank balances increased to HK$31,104,000 from HK$25,183,000, reflecting improved liquidity[101]. Shareholder Information - As of October 31, 2021, United Financial Holdings Group Limited held 792,000,000 shares, representing approximately 50.21% of the company's shareholding[71]. - Mr. Zhang Yan was a beneficial owner of 158,000,000 shares, accounting for approximately 10.02% of the company's shareholding[71]. - The number of ordinary shares issued and fully paid remained at 1,577,200, with a carrying amount of HK$15,772,000 as of both 31 October 2021 and 30 April 2021[187]. Governance and Compliance - The Company complied with the applicable code provisions of the Corporate Governance Code, with a noted deviation regarding the separation of the roles of chairman and CEO[76]. - The Audit Committee reviewed the unaudited condensed consolidated results and confirmed compliance with applicable accounting standards and GEM Listing Rules[92]. - There were no significant contracts involving directors with material interests during the reporting period[64]. Other Information - The Group did not incur any cash outflow from investing activities during the reporting period[18]. - The company and its subsidiaries did not purchase, sell, or redeem any of the company's securities during the reporting period[74]. - There were no significant events that occurred after the reporting period[192].

[Financial Highlights](index=4&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Financial Highlights](index=4&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) As of January 31, 2021, for the nine months ended, the company's revenue decreased by **10.7%** to **HKD 85.3 million**, successfully turning losses into profits with a **HKD 0.9 million** profit attributable to owners, compared to a **HKD 19.8 million** loss in the prior period, with no dividend recommended Financial Summary | Metric | For the nine months ended January 31, 2021 | For the nine months ended January 31, 2020 | | :--- | :--- | :--- | | Revenue | Approx. HKD 85.3 million | Approx. HKD 95.6 million | | Profit/(Loss) attributable to owners of the Company | Profit approx. HKD 0.9 million | Loss approx. HKD 19.8 million | | Basic earnings/(loss) per share | Profit approx. HKD 0.06 HK cents | Loss approx. HKD 1.26 HK cents | | Dividend | Not recommended | Nil | [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review and Outlook](index=5&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) The Group's core business is slope and foundation engineering in Hong Kong, facing increased competition and rising costs, leading to diversification into outdoor media advertising and future expansion into mainland China construction and 5G-related services - The Group's principal business is undertaking slope works, foundation works, and other general building works in Hong Kong, currently facing challenges due to slowed public works funding from political and social factors, rising operating costs (especially subcontracting fees), and intensified market competition[7](index=7&type=chunk) - Despite challenges, the Board remains cautiously optimistic about the Hong Kong slope engineering industry due to ongoing government infrastructure projects and landslide prevention programs[8](index=8&type=chunk) - To diversify its business, the company entered into a cooperation agreement with Beijing Hangdi Media and others in August 2020 to expand into media services including advertising design, production, agency, and internet technology development[9](index=9&type=chunk) - The company is optimistic about the outdoor advertising industry's prospects, citing data indicating continuous market growth, projected to reach **RMB 71.15 billion** by 2021, and believes digitalization and scenario-based approaches will be future trends[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - Future strategic objectives include expanding construction business in mainland China, developing 5G network technology-related businesses, and media services to broaden revenue streams and contribute to the Group's future development[16](index=16&type=chunk) [Financial Review](index=8&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) During the reporting period, the Group's total revenue decreased by **10.7%** to **HKD 85.3 million**, mainly due to reduced income from traditional construction businesses; however, new media services contributed **HKD 16.8 million**, significantly boosting gross profit margin to **16.5%**, while administrative expenses sharply declined by **52.5%**, coupled with increased other income, ultimately turning a loss of **HKD 19.8 million** into a profit of **HKD 0.9 million** Revenue Breakdown | Revenue Item | For the nine months ended January 31, 2021 (HKD million) | For the nine months ended January 31, 2020 (HKD million) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Slope Works | 68.1 | 86.8 | -21.5% | | Foundation Works | 0.4 | 8.7 | -95.4% | | Advertising Revenue | 16.8 | 0 | N/A | | **Total Revenue** | **85.3** | **95.6** | **-10.7%** | - Gross profit significantly increased from **HKD 0.7 million** in the same period last year to **HKD 14.1 million**, with gross profit margin rising from **0.8%** to **16.5%**, primarily attributed to advertising revenue from the newly launched media services business[19](index=19&type=chunk) - Other income increased from **HKD 1.0 million** to **HKD 5.0 million**, mainly due to government grants from the "Employment Support Scheme" and increased net foreign exchange gains[20](index=20&type=chunk) - Administrative expenses significantly decreased by **52.5%** from **HKD 21.5 million** to **HKD 10.2 million**, primarily because approximately **HKD 8.0 million** in share option-related expenses incurred in the previous period did not recur in the current period[21](index=21&type=chunk) - As a combined effect, profit attributable to owners of the company was approximately **HKD 0.9 million**, compared to a loss of approximately **HKD 19.8 million** in the same period last year, successfully turning losses into profits[22](index=22&type=chunk) [Disclosure of Interests](index=10&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) [Directors' and Major Shareholders' Interests](index=10&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) As of January 31, 2021, Mr. Zhou Ying, a director, through his wholly-owned controlled corporations, was deemed to hold **950,000,000 shares**, representing **60.23%** of the issued share capital, with major shareholder United Financial Holdings Group Limited holding the same percentage - Director Mr. Zhou Ying beneficially owns **950,000,000 shares** of the Company, representing approximately **60.23%** of the total share capital, through his wholly-owned Century Investment Holdings Limited and United Financial Holdings Group Limited[24](index=24&type=chunk)[25](index=25&type=chunk) - Major shareholder United Financial Holdings Group Limited (ultimately controlled by Mr. Zhou Ying) beneficially holds **950,000,000 shares** of the Company, representing approximately **60.23%** of the total share capital[26](index=26&type=chunk) [Other Information](index=12&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Corporate Governance and Compliance](index=12&type=section&id=%E5%85%AC%E5%8F%B8%E6%B2%BB%E7%90%86%E8%88%87%E5%90%88%E8%A6%8F) During the reporting period, the company experienced changes and deviations in corporate governance, including two independent non-executive directors resigning, temporarily failing to meet GEM Listing Rules, and the Chairman and CEO roles being held by the same person, while the Board did not recommend dividends and the Audit Committee reviewed the quarterly results - During the reporting period and up to the date of this report, the company and its subsidiaries did not purchase, sell, or redeem any of the company's securities[28](index=28&type=chunk) - The resignation of two independent non-executive directors resulted in the number of independent non-executive directors and Audit Committee members falling below the minimum requirements of the GEM Listing Rules; the company is committed to filling the vacancies as soon as possible within three months to comply with regulations[29](index=29&type=chunk)[30](index=30&type=chunk) - The company deviated from the Corporate Governance Code's provision regarding the separation of Chairman and Chief Executive roles, with Mr. Zhou Ying simultaneously holding both positions; the Board believes this arrangement provides strong and consistent leadership[31](index=31&type=chunk) - The Board does not recommend the payment of any dividend for the nine months ended January 31, 2021[33](index=33&type=chunk) - The Audit Committee has reviewed the unaudited condensed consolidated results of the Group for the nine months ended January 31, 2021[35](index=35&type=chunk) [Condensed Consolidated Financial Statements (Unaudited)](index=16&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=16&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the nine months ended January 31, 2021, the company reported revenue of **HKD 85.3 million** and gross profit of **HKD 14.1 million**; despite a decline in traditional construction business revenue, contributions from new media business and effective cost control led to a turnaround, with a profit for the period of **HKD 5.6 million**, of which **HKD 0.9 million** was attributable to owners of the company, and basic earnings per share were **HKD 0.06 cents** Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (For the nine months ended January 31) | 2021 (HKD thousand) | 2020 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 85,310 | 95,557 | | Gross Profit | 14,082 | 745 | | Profit/(Loss) before income tax | 8,877 | (20,053) | | Profit/(Loss) for the period | 5,648 | (20,053) | | Profit/(Loss) attributable to owners of the Company | 911 | (19,836) | | Basic earnings/(loss) per share (HK cents) | 0.06 | (1.26) | [Condensed Consolidated Statement of Changes in Equity](index=18&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) As of January 31, 2021, the Group's total equity increased to **HKD 85.6 million** from **HKD 77.3 million** on May 1, 2020, primarily due to the **HKD 8.2 million** total comprehensive income recorded during the period - As of January 31, 2021, total equity attributable to owners of the Company was **HKD 82.7 million**, non-controlling interests were **HKD 2.9 million**, and total equity was **HKD 85.6 million**[39](index=39&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=20&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes disclose detailed information on the company's business segments, revenue sources, major customers, and taxation, showing two segments (construction and media services, with media being new and all revenue from mainland China), and a significant decrease in staff costs due to the absence of prior period share option expenses - The Group is principally engaged in slope works, foundation works, other general building works, telecommunications business, and media services[41](index=41&type=chunk) Business Segment Performance | Business Segment (For the nine months ended January 31, 2021) | Segment Revenue (HKD thousand) | Segment Results (HKD thousand) | | :--- | :--- | :--- | | Media Services Business | 16,803 | 12,917 | | Construction Services Business | 68,507 | (2,656) | Revenue by Geographical Region | Geographical Region (For the nine months ended January 31, 2021) | Revenue from External Customers (HKD thousand) | | :--- | :--- | | Hong Kong | 68,507 | | People's Republic of China | 16,803 | - Total staff costs for the reporting period were **HKD 5.6 million**, a significant decrease from **HKD 12.7 million** in the same period last year, mainly due to the absence of **HKD 7.96 million** in equity-settled share-based payment expenses incurred in the prior period[54](index=54&type=chunk) - Income tax expense for the reporting period was **HKD 3.2 million**, entirely attributable to PRC enterprise income tax; no Hong Kong profits tax was incurred as Hong Kong operations had no assessable profits[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)

中期報告 2020 INTERIM REPORT 2020 INTERIM REPORT 2020 中期報告 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM乃為較於聯交所上市的其他公司帶有更高投資風險的公司提供上市的市場。 有意投資者應了解投資於此類公司的潛在風險，並應經過審慎周詳考慮後方作 出投資決定。GEM的較高風險及其他特色，表示GEM較適合專業及其他經驗豐 富的投資者。 由於GEM上市公司的新興性質使然，在GEM買賣的證券可能承受較於聯交所主 板買賣的證券為高的市場波動風險，同時亦無法保證在GEM買賣的證券會有高 流通量的市場。 香港交易及結算所有限公司及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，並明確表示概不會就本報告全部或任 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。 本報告乃遵照GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關浙江 聯合投資控股集團有限公司（「本公司」）的資料，而本公司董事（「董事」）願就本 報告共同及個別承擔全部責任。董事在作出一切合理查詢後確認，就其所深知 及確信，本報告所載資料在各重要方面均 ...

第一季度業績報告 2020 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM乃為較於聯交所上市的其他公司帶有更高投資風險的公司提供上市的市場。 有意投資者應了解投資於此類公司的潛在風險，並應經過審慎周詳考慮後方作 出投資決定。GEM的較高風險及其他特色，表示GEM較適合專業及其他經驗豐 富的投資者。 由於GEM上市公司的新興性質使然，在GEM買賣的證券可能承受較於聯交所主 板買賣的證券為高的市場波動風險，同時亦無法保證在GEM買賣的證券會有高 流通量的市場。 香港交易及結算所有限公司及香港聯合交易所有限公司對本報告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本報告全部或 任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告乃遵照GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關浙江 聯合投資控股集團有限公司（「本公司」）的資料，而本公司董事（「董事」）願就本 報告共同及個別承擔全部責任。董事在作出一切合理查詢後確認，就其所深知 及確信，本報告所載資料在各重要方面均屬準確完整，並無誤導或欺詐成分， 且本報告並無遺漏任何其他事項，以致本報告或本報 ...

年 報 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM乃為較於聯交所上市的其他公司帶有更高投資風險的公司提供上市的市場。有意投資者應了解投資於此類 公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。GEM的較高風險及其他特色，表示GEM較適合專 業及其他經驗豐富的投資者。 由於GEM上市公司的新興性質使然，在GEM買賣的證券可能承受較於聯交所主板買賣的證券為高的市場波動風 險，同時亦無法保證在GEM買賣的證券會有高流通量的市場。 本報告乃遵照GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關浙江聯合投資控股集團有限公司（「本 公司」）的資料，而本公司董事（「董事」）願就本報告共同及個別承擔全部責任。董事在作出一切合理查詢後確認， 就其所深知及確信，本報告所載資料在各重要方面均屬準確完整，並無誤導或欺詐成分，且本報告並無遺漏任 何其他事項，以致本報告或本報告所載任何陳述有所誤導。 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 摘要 | 4 | | 管理層討論及分析 | 5 | | 董事及高級管理層之履歷詳情 | 13 | | 企業管治報告 | 16 ...

[Financial Highlights](index=4&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Overview of Financial Highlights](index=4&type=section&id=%E8%B4%A2%E5%8A%A1%E6%91%98%E8%A6%81%E6%A6%82%E8%A7%88) The company's revenue declined while its net loss widened significantly during the reporting period, with no dividend recommended Key Financial Indicators | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 95,600 | 111,000 | -13.8% | | Loss Attributable to Equity Holders | 19,800 | 7,200 | 175.0% (Loss Widened) | | Basic Loss Per Share | 1.26 HK cents | 0.5 HK cents | 152.0% (Loss Widened) | - The Board does not recommend the payment of a dividend for the nine months ended 31 January 2020[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review and Outlook](index=5&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) The company faces construction market challenges but remains cautiously optimistic while actively diversifying into the 5G telecommunications sector - The Group, primarily engaged in slope, foundation, and general building works in Hong Kong, faces a more severe competitive environment and rising operating costs[8](index=8&type=chunk) - The Board holds a **cautiously optimistic view** on the slope works industry, anticipating increased demand from ongoing government infrastructure projects[9](index=9&type=chunk) - The Group is actively expanding into the telecommunications industry, particularly 5G services, and has signed cooperation agreements with a global IC chip supplier, Baicells Technologies, and Arima Communications to diversify its revenue streams[10](index=10&type=chunk)[11](index=11&type=chunk) [Financial Review](index=7&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) A revenue decline, sharply lower gross profit, and increased administrative expenses led to a significantly wider loss attributable to owners [Revenue](index=7&type=section&id=%E6%94%B6%E7%9B%8A) Total revenue decreased by 13.8% to HK$95.6 million, driven by declines in both slope works and foundation works segments Revenue Breakdown | Revenue Source | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 95,557 | 110,881 | -13.8% | | Slope Works Revenue | 86,817 | 93,304 | -7.0% | | Foundation Works Revenue | 8,740 | 17,502 | -50.3% | - The decrease in slope works revenue was mainly due to a reduction in the scale of projects from a major customer[12](index=12&type=chunk) - The decrease in foundation works revenue was primarily attributable to a smaller number of foundation projects undertaken by the Group[12](index=12&type=chunk) [Gross Profit and Gross Profit Margin](index=7&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E6%AF%9B%E5%88%A9%E7%8E%87) Gross profit plummeted by 77.5% to HK$0.7 million and the gross profit margin narrowed to 0.8% due to increased competition and costs Gross Profit Performance | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Gross Profit | 745 | 3,316 | -77.5% | | Gross Profit Margin | 0.8% | 3.0% | -2.2 p.p. | - The decrease in gross profit margin was mainly due to increased subcontracting fees and overall construction costs for existing projects, resulting from a more severe competitive and challenging operating environment in the Hong Kong construction market[13](index=13&type=chunk) [Direct Costs](index=8&type=section&id=%E7%9B%B4%E6%8E%A5%E6%88%90%E6%9C%AC) Direct costs decreased by 11.9% to HK$94.8 million, primarily due to reduced subcontracting expenses from fewer projects Direct Costs Analysis | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Direct Costs | 94,800 | 107,600 | -11.9% | - The decrease in direct costs was mainly due to a reduction in our subcontracting expenses as a result of a smaller number of projects[14](index=14&type=chunk) [Other Income](index=8&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income fell sharply by 69.9% to HK$1.0 million, mainly due to the absence of rental income from machinery and net exchange gains Other Income Analysis | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Other Income | 1,000 | 3,300 | -69.9% | - The decrease in other income was mainly due to the absence of rental income from leasing machinery and net exchange gains during the nine months ended 31 January 2020, as compared to the same period last year[15](index=15&type=chunk) [Administrative Expenses](index=8&type=section&id=%E8%A1%8C%E6%94%BF%E9%96%8B%E6%94%AF) Administrative expenses surged by 59.2% to HK$21.5 million, largely driven by HK$8.0 million in share-based payment expenses Administrative Expenses Analysis | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 21,500 | 13,500 | +59.2% | - The increase in administrative expenses was mainly due to the share-based payment expenses of approximately **HK$8.0 million** related to the grant of share options[16](index=16&type=chunk) [Net Loss](index=8&type=section&id=%E6%B7%A8%E6%90%8D) The loss attributable to owners of the Company widened from HK$7.2 million to HK$19.8 million due to the aforementioned factors Net Loss Analysis | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners | 19,800 | 7,200 | 175.0% (Loss Widened) | [Disclosure of Interests](index=9&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) [Interests and Short Positions of Directors and Chief Executive in Shares, Underlying Shares and Debentures](index=9&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E6%AC%8A%E8%AD%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of January 31, 2020, Mr. Zhou Ying held an indirect interest in 68.48% of the company's shares through a controlled corporation Director's Shareholding | Name of Director | Capacity/Nature | Number of Shares Held/Interested In | Approx. Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Zhou Ying | Interest in a controlled corporation | 1,080,000,000 | 68.48% | - Mr. Zhou Ying beneficially owns the entire issued share capital of Century Investment Holdings Limited, which in turn wholly owns the shares of United Financial Holding Group Limited; therefore, Mr. Zhou is deemed to be interested in all the shares of the Company held by United Financial Holding Group Limited under the SFO[18](index=18&type=chunk) [Interests and Short Positions of Substantial Shareholders and Other Persons in Shares, Underlying Shares and Debentures](index=10&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BA%BA%E5%A3%AB%E6%96%BC%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E6%AC%8A%E8%AD%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) United Financial Holding Group Limited held a 68.48% beneficial interest in the company's shares as of January 31, 2020 Substantial Shareholders' Interests | Name | Capacity/Nature | Number of Shares Held/Interested In | Approx. Percentage of Shareholding | | :--- | :--- | :--- | :--- | | United Financial Holding Group Limited | Beneficial owner | 1,080,000,000 | 68.48% | | Century Investment Holdings Limited | Interest in a controlled corporation | 1,080,000,000 | 68.48% | [Other Information](index=11&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Competing Interests](index=11&type=section&id=%E7%AB%B6%E7%88%AD%E6%AC%8A%E7%9B%8A) No directors, controlling shareholders, or their associates held interests in businesses that significantly compete with the Group during the period - None of the Directors, controlling shareholders, or substantial shareholders, nor their respective associates, held any position or interest in any business or company that competes or may compete with the Group's business, nor did any conflict of interest arise[21](index=21&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=11&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) The Company and its subsidiaries did not purchase, sell, or redeem any of the Company's listed securities during the reporting period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities during the nine months ended 31 January 2020 and up to the date of this report[22](index=22&type=chunk) [Corporate Governance Code](index=11&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Company complied with the Corporate Governance Code, except for the deviation where the roles of Chairman and CEO were not separated - The Company has complied with the applicable code provisions of the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules during the nine months ended 31 January 2020 and up to the date of this report, except that the roles of Chairman and Chief Executive Officer are not separated and are performed by the same individual[23](index=23&type=chunk) - The Board believes that vesting the roles of both Chairman and Chief Executive Officer in Mr. Zhou is beneficial to the business operations and management of the Group and provides strong and consistent leadership[23](index=23&type=chunk) - The Board considers that the balance of power and authority is ensured by the operation of the Board, which comprises three independent non-executive Directors representing half of the Board, ensuring no single individual has unfettered decision-making power[23](index=23&type=chunk) [Code of Conduct for Directors' Securities Transactions](index=12&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%93%8D%E5%AE%88%E5%AE%88%E5%89%87) The Group adopted a code for directors' securities transactions, and all directors confirmed compliance throughout the reporting period - The Group has adopted a code of conduct regarding securities transactions by Directors on terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[24](index=24&type=chunk) - Having made specific enquiry of the Directors, all Directors confirmed that they have complied with the required standard set out in the code of conduct during the nine months ended 31 January 2020 and up to the date of this report[24](index=24&type=chunk) [Dividend](index=12&type=section&id=%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of any dividend for the nine months ended January 31, 2020 - The Board does not recommend the payment of any dividend for the nine months ended 31 January 2020[25](index=25&type=chunk) [Share Option Scheme](index=12&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The company has a share option scheme adopted in 2015, with 60,000,000 share options outstanding as of January 31, 2020 - The Company adopted a share option scheme on 15 October 2015[26](index=26&type=chunk) - As at 31 January 2020, **60,000,000 share options** granted on 23 September 2019 under the scheme remained outstanding[26](index=26&type=chunk) [Audit Committee](index=12&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors, reviewed the unaudited results and found them compliant with relevant standards - The Company established an audit committee on 14 October 2015, which consists of three independent non-executive Directors, with Mr. Wong Man Hin, who has professional qualifications and experience in accounting, serving as the chairman[27](index=27&type=chunk) - The Audit Committee has reviewed with management the unaudited condensed consolidated results of the Group for the nine months ended 31 January 2020 and is of the opinion that such results complied with the applicable accounting standards, the requirements of the GEM Listing Rules, and other applicable legal requirements, and that adequate disclosures have been made[28](index=28&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited)](index=14&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) [Overview of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=14&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8%E6%A6%82%E8%A7%88) For the nine months ended January 31, 2020, the Group recorded a loss of HK$20,053 thousand on revenue of HK$95,557 thousand Unaudited Condensed Consolidated Financial Results | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Revenue | 95,557 | 110,881 | | Direct costs | (94,812) | (107,565) | | Gross profit | 745 | 3,316 | | Other income | 953 | 3,253 | | Administrative expenses | (21,516) | (13,513) | | Finance costs | (235) | (9) | | Loss before income tax | (20,053) | (6,953) | | Income tax expense | – | (200) | | Loss for the period | (20,053) | (7,153) | | Loss for the period attributable to owners of the Company | (19,836) | (7,153) | | Basic loss per share (HK cents) | (1.26) | (0.50) | [Condensed Consolidated Statement of Changes in Equity (Unaudited)](index=15&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) [Overview of Condensed Consolidated Statement of Changes in Equity](index=15&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%9D%83%E7%9B%8A%E5%8F%98%E5%8A%A8%E8%A1%A8%E6%A6%82%E8%A7%88) Total equity increased to HK$99,323 thousand, mainly due to the placement of new shares, offset by the period's loss Equity Position | Equity Item | As at Jan 31, 2020 (HK$ thousands) | As at May 1, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Share capital | 15,772 | 14,400 | | Share premium | 72,131 | 24,457 | | Merger reserve | 18,001 | 18,001 | | Share-based payment reserve | 7,962 | – | | Exchange reserve | (1,710) | (1,027) | | Retained earnings (Accumulated losses) | (12,615) | 7,221 | | **Total attributable to owners of the Company** | **99,541** | **63,052** | | Non-controlling interests | (218) | – | | **Total equity** | **99,323** | **63,052** | - Key movements include a loss for the period of **HK$20,053 thousand**, proceeds from placement of new shares of **HK$50,078 thousand**, and recognition of equity-settled share-based payment expenses of **HK$7,962 thousand**[31](index=31&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=17&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [1. General Information](index=17&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) The company, incorporated in the Cayman Islands and listed on GEM, is an investment holding company engaged in construction and telecommunications - The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 20 May 2015, and its shares were listed on GEM of the Stock Exchange on 2 November 2015[33](index=33&type=chunk) - The Company is an investment holding company, and its subsidiaries are principally engaged in slope works, foundation works, other general building works, and telecommunications business[33](index=33&type=chunk) - Mr. Zhou Ying indirectly controls **68.48%** of the Company's shares through the wholly-owned Century Investment Holdings Limited[33](index=33&type=chunk) [2. Basis of Preparation](index=17&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The unaudited financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards and GEM Listing Rules - The unaudited condensed consolidated financial statements for the nine months ended 31 January 2020 have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited[34](index=34&type=chunk) - The accounting policies adopted by the Group are consistent with those in the financial statements for the year ended 30 April 2019, and the financial statements have been prepared on the historical cost basis[34](index=34&type=chunk)[35](index=35&type=chunk) [3. Revenue, Other Income and Segment Information](index=18&type=section&id=3.%20%E6%94%B6%E7%9B%8A%E3%80%81%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's revenue is primarily derived from construction contracts in Hong Kong, which is considered a single operating segment Revenue from Contracts with Customers | Revenue Source | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Revenue from contracts | 95,557 | 110,806 | | Consultancy fee | – | 75 | | **Total Revenue** | **95,557** | **110,881** | - The Group is principally engaged in slope works, foundation works and other general building works in Hong Kong; the Board considers the construction business as a single operating segment and since revenue and non-current assets are primarily within a single geographical region (Hong Kong), no segment or geographical segment information is presented[36](index=36&type=chunk)[37](index=37&type=chunk) Major Customers | Customer | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Customer A | 56,863 | 50,502 | | Customer B | 14,106 | 34,104 | | Customer C | 13,130 | N/A¹ | ¹ Revenue from this customer accounted for less than 10% of the Group's total revenue Other Income Breakdown | Other Income Item | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Gain on disposal of property, plant and equipment | – | 2 | | Interest income | 163 | 89 | | Rental income from leasing machinery and income from site supervision | – | 925 | | Net exchange gain | – | 1,637 | | Sundry income | 790 | 600 | | **Total** | **953** | **3,253** | [4. Finance Costs](index=20&type=section&id=4.%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) Finance costs increased significantly to HK$235 thousand for the period, primarily consisting of interest on lease liabilities Finance Costs Breakdown | Finance Costs Item | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Interest on finance leases | – | 9 | | Interest on lease liabilities | 235 | – | | **Total** | **235** | **9** | [5. Loss Before Income Tax](index=21&type=section&id=5.%20%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%85%E5%89%8D%E8%99%A7%E6%90%8D) The loss before tax was HK$20,053 thousand, with key expenses including subcontracting charges, share-based payments, and employee costs Deducted Items in Loss Before Tax | Deducted Item | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Total staff costs | 4,785 | 4,472 | | Depreciation on plant and equipment | 514 | 478 | | Depreciation on right-of-use assets | 3,414 | – | | Share-based payment expenses | 7,962 | – | | Operating lease expenses: land and buildings | – | 5,694 | | Rental expenses on short-term leases | 192 | – | | Subcontracting expenses (included in direct costs) | 94,019 | 106,502 | | Net exchange loss | 1,788 | – | [6. Income Tax Expense](index=22&type=section&id=6.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) The Group recorded no income tax expense for the period, compared to HK$200 thousand in the prior year period Income Tax Provision | Indicator | Nine Months Ended Jan 31, 2020 (HK$ thousands) | Nine Months Ended Jan 31, 2019 (HK$ thousands) | | :--- | :--- | :--- | | Provision for Hong Kong Profits Tax | – | 200 | - Hong Kong Profits Tax has been provided at the rate of **16.5%** on the estimated assessable profits of the Company for the period; subsidiaries of the Group established in China are subject to China Enterprise Income Tax at a statutory rate of **25%**[43](index=43&type=chunk) - No provision for deferred tax has been made in the unaudited condensed consolidated financial statements as there were no significant temporary differences at the end of the reporting period[43](index=43&type=chunk) [7. Dividend](index=22&type=section&id=7.%20%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of any dividend for the nine months ended January 31, 2020 - The Directors do not recommend the payment of a dividend for the nine months ended 31 January 2020[44](index=44&type=chunk) [8. Loss Per Share](index=23&type=section&id=8.%20%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) Basic loss per share was 1.26 HK cents, and diluted loss per share was the same due to the anti-dilutive effect of outstanding share options Loss Per Share Calculation | Indicator | Nine Months Ended Jan 31, 2020 (HK cents) | Nine Months Ended Jan 31, 2019 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (1.26) | (0.50) | - The computation of diluted loss per share does not assume the conversion of the Company’s outstanding share options (if any) since their exercise would have an anti-dilutive effect on the basic loss per share for the three months and nine months ended 31 January 2020[47](index=47&type=chunk)

浙江聯合投資 控股集團有限公司 (於開曼群島註冊成立的有限公司) 股份代號：8366 2019 中期報告 Zhejiang United Investment Holdings Group Limited (Incorporated in the Cayman Islands with limited liability) GEM乃為較於聯交所上市的其他公司帶有更高投資風險的公司提供上市的市場。 有意投資者應了解投資於此類公司的潛在風險，並應經過審慎周詳考慮後方作出投 資決定。GEM的較高風險及其他特色，表示GEM較適合專業及其他經驗豐富的投 資者。 由於GEM上市公司的新興性質使然，在GEM買賣的證券可能承受較於聯交所主板 買賣的證券為高的市場波動風險，同時亦無法保證在GEM買賣的證券會有高流通 量的市場。 香港交易及結算所有限公司及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，並明確表示概不會就本報告全部或任何 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。 本報告乃遵照GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關浙江聯 合投資控股集團有 ...