年 度 報 告 2024/ 2025 香港聯合交易所有限公司（「聯交所」）GEM 之特色 GEM 乃為較其他於聯交所上市之公司帶有較高投資風險之中小型公司提供一個上市之市場。有意投資者應了解投 資於該等公司之潛在風險，並應經過審慎周詳考慮後方作出投資決定。 鑑於GEM 上市公司普遍為中小型公司，於GEM 買賣之證券可能會較於聯交所主板買賣之證券承受較大之市場波動 風險，及無法保證於GEM 買賣之證券會有高流通市場。 香港交易及結算所有限公司及聯交所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 表示概不對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。 本報告乃遵照聯交所《GEM 證券上市規則》（「GEM 上市規則」）而刊載，旨在提供有關WT 集團控股有限公司（「本 公司」，連同其附屬公司稱為「本集團」）的資料；本公司董事（「董事」）願就本報告的資料共同及個別地承擔全部 責任。各董事在作出一切合理查詢後，確認就其所知、所悉及所信，本報告所載資料在各重要方面均屬準確完備， 沒有誤導或欺詐成分，及並無遺漏任何事項，致使本報告或其所載任何陳述產生誤導。 本報告乃以英 ...

[Company Information](index=4&type=section&id=Company%20Information) This chapter lists the basic information of WT Group Holdings Limited, including board members, committee compositions, company secretary, authorized representatives, registered office, Hong Kong headquarters and principal place of business, share registrar, principal bankers, and auditor - The Board of Directors includes Executive Director Ms. Wong Mei Chun and three Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi[8](index=8&type=chunk) - The Audit Committee, Nomination Committee, and Remuneration Committee are all chaired by Independent Non-executive Directors[8](index=8&type=chunk) - The company's stock code is **8422**, and its website is www.hklistco.com/8422[9](index=9&type=chunk) [Directors' Report and Management Discussion and Analysis](index=5&type=section&id=Directors%27%20Report%20and%20Management%20Discussion%20and%20Analysis) This chapter outlines WT Group Holdings Limited's operating and financial performance for the year ended June 30, 2025, noting increased revenue but a significant decline in gross profit leading to an annual loss, while also discussing the challenging business environment, group strategies, financial management, risk control, and employee policies [Business Review](index=5&type=section&id=Business%20Review) The Group primarily provides specialized and general building engineering services in Hong Kong, with revenue growth but a significant decrease in gross profit leading to a shift from profit to loss for the year ended June 30, 2025 - The Group's principal businesses include foundation and site formation works, demolition works, ground investigation works, superstructure construction works, slope maintenance works, hoarding works, alteration and addition works, and other renovation and building works[11](index=11&type=chunk) Comparison of Business Performance FY2025 vs FY2024 | Indicator | 2025 (Million HKD) | 2024 (Million HKD) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 34.8 | 31.3 | Increase 3.5 | 11.18% | | Gross Profit | 2.9 | 11.4 | Decrease 8.5 | -74.56% | | Total Loss/Profit | (6.1) (Loss) | 3.7 (Profit) | Shift to Loss | -264.86% | [Financial Review](index=5&type=section&id=Financial%20Review) The Group's revenue increase in FY2025 was mainly due to more large-value construction and renovation projects, but gross profit decreased due to lower overall project gross margins, resulting in a net loss - Revenue increased primarily due to an increase in the number of larger contract value construction and renovation projects undertaken[12](index=12&type=chunk) - Gross profit decreased mainly due to a lower overall gross profit margin of projects undertaken compared to FY2024[13](index=13&type=chunk) - Administrative expenses slightly increased from approximately **HKD 11.2 million** in 2024 to approximately **HKD 11.6 million** in 2025[14](index=14&type=chunk) - The loss and total comprehensive loss for the year was approximately **HKD 6.1 million**, compared to a profit of **HKD 3.7 million** in 2024, primarily attributable to the decrease in gross profit[16](index=16&type=chunk) [Outlook](index=6&type=section&id=Outlook) The Group anticipates a continuously challenging business environment with increased operational risks from a declining Hong Kong property market, yet remains cautiously optimistic about the construction and renovation market, focusing on core engineering projects and seeking other investment opportunities to diversify revenue - The business environment is expected to remain challenging, with the downturn in the Hong Kong property market increasing uncertainties in construction project execution[17](index=17&type=chunk) - The Group will focus on foundation and site formation works, superstructure construction works, and renovation projects, aiming to expand its market share[17](index=17&type=chunk) - The Group will adhere to prudent financial management, ensuring sustainable growth and capital adequacy, while closely monitoring developments in the Hong Kong property market[17](index=17&type=chunk) - The Board will consider other investment opportunities to broaden revenue streams, while being mindful of associated risks[18](index=18&type=chunk) [Liquidity and Financial Resources](index=6&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintained a sound financial position in FY2025, with an improved current ratio but a slight decrease in cash and bank balances Comparison of Liquidity Position | Indicator | June 30, 2025 (Million HKD) | June 30, 2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 23.2 | 28.3 | Decrease 5.1 | | Restricted Cash | 3.1 | 3.1 | No Change | | Current Ratio | 8.2 times | 7.8 times | Increase 0.4 times | - The Directors believe the Group's financial position is sound, enabling it to expand its core business and achieve its objectives[19](index=19&type=chunk) [Gearing Ratio](index=6&type=section&id=Gearing%20Ratio) The Group's gearing ratio increased from 0.3% in 2024 to 1.0% in 2025, with total debt primarily comprising lease liabilities Comparison of Gearing Ratio | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 1.0% | 0.3% | - Total debt refers to lease liabilities[20](index=20&type=chunk) [Pledge of the Group's Assets](index=7&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) As of June 30, 2025, the Group pledged deposits of approximately HKD 3.1 million as collateral for performance bonds, with no other assets pledged - Pledged deposits of approximately **HKD 3.1 million** (2024: HKD 3.1 million) placed with insurance companies as collateral for performance bonds[21](index=21&type=chunk) - Save as disclosed above, the Group has not pledged any other assets[22](index=22&type=chunk) [Foreign Exchange Risk](index=7&type=section&id=Foreign%20Exchange%20Risk) The Group's foreign exchange risk is not significant as most of its business is transacted in Hong Kong Dollars, and it currently has no foreign currency hedging policy - Most of the Group's revenue-generating business is transacted in Hong Kong Dollars, thus it does not face significant exchange rate fluctuation risks[23](index=23&type=chunk) - The Group currently has no foreign currency hedging policy[23](index=23&type=chunk) [Capital Structure](index=7&type=section&id=Capital%20Structure) The Group's capital structure remained unchanged for the year ended June 30, 2025, primarily consisting of ordinary shares and reserves, with funding mainly derived from operations - The Group's capital structure remained unchanged, comprising ordinary shares and reserves[24](index=24&type=chunk) - The Group primarily funds its operations, working capital, capital expenditures, and other liquidity needs through cash generated from operations[24](index=24&type=chunk) [Treasury Policy](index=7&type=section&id=Treasury%20Policy) The Board will continue to follow a prudent policy in managing cash balances to maintain a sound liquidity position and capitalize on future growth opportunities - The Directors will continue to follow a prudent policy in managing the Group's cash balances to maintain a strong and sound liquidity position[25](index=25&type=chunk) - Ensuring the Group can fully leverage future growth opportunities[25](index=25&type=chunk) [Commitments](index=7&type=section&id=Commitments) As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments (2024: nil)[26](index=26&type=chunk) [Material Investments, Acquisitions, and Disposals of Subsidiaries and Associates](index=7&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) As of June 30, 2025, the Company held no material investments, nor were there any material acquisitions or disposals of subsidiaries and associates - As of June 30, 2025, the Company held no material investments[27](index=27&type=chunk) - For the year ended June 30, 2025, there were no material acquisitions or disposals of subsidiaries and associates by the Group[27](index=27&type=chunk) [Contingent Liabilities](index=7&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group provided guarantees of approximately HKD 10.3 million for performance bonds related to construction contracts, but the Directors consider the likelihood of claims by customers to be low - The Group has provided guarantees of approximately **HKD 10.3 million** (2024: HKD 10.3 million) for performance bonds issued by insurance companies for construction contracts[28](index=28&type=chunk) - The Directors believe it is unlikely that customers will make any claims against the Group[28](index=28&type=chunk) [Employees and Remuneration Policy](index=8&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed 25 staff with total staff costs of approximately HKD 9.0 million, and its remuneration policy is based on position, qualifications, and performance, with training and share option schemes to incentivize employees - As of June 30, 2025, the Company employed a total of **25** employees (2024: 25 employees)[30](index=30&type=chunk) Comparison of Staff Costs | Indicator | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Staff Costs | 9.0 | 9.4 | - Remuneration policy is based on employee position, qualifications, and performance, with bonuses paid referencing Group performance and employee contributions[30](index=30&type=chunk) - The Company has a share option scheme to incentivize and reward participants for their contributions to the Group[30](index=30&type=chunk) [Dividends and Dividend Policy](index=8&type=section&id=Dividends%20and%20Dividend%20Policy) The Company has adopted a dividend policy, and the Board will consider various factors in determining dividend payments; for the year ended June 30, 2025, the Directors do not recommend a final dividend - The Company has adopted a dividend policy, and the Board will consider factors such as financial performance, retained earnings, working capital, capital expenditures, liquidity position, and economic conditions in determining dividends[31](index=31&type=chunk) - The Directors do not recommend the payment of a final dividend for the year ended June 30, 2025 (2024: nil)[32](index=32&type=chunk) [Biographical Details of Directors](index=9&type=section&id=Biographical%20Details%20of%20Directors) This chapter provides detailed biographical information for the Company's Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi, including their age, professional background, and experience - Executive Director Ms. Wong Mei Chun has over **25 years** of experience in the construction and electrical engineering industries[35](index=35&type=chunk) - Independent Non-executive Director Ms. Chan Sin Wah is a member of the Hong Kong Institute of Certified Public Accountants, with experience in accounting and auditing[36](index=36&type=chunk) - Independent Non-executive Director Ms. Li Zangyu has **10 years** of management and work experience in the building materials industry in China[36](index=36&type=chunk) - Independent Non-executive Director Mr. Yu Tat Chi is a fellow member of CPA Australia and a member of the Hong Kong Institute of Certified Public Accountants, with extensive experience in accounting, corporate finance, and asset management, and serves as an independent non-executive director for several listed companies[36](index=36&type=chunk)[37](index=37&type=chunk) [Corporate Governance Report](index=10&type=section&id=Corporate%20Governance%20Report) This chapter describes WT Group Holdings Limited's corporate governance practices for the year ended June 30, 2025, emphasizing the Company's commitment to maintaining high standards of corporate governance, disclosing deviations from the GEM Listing Rules' Corporate Governance Code, and outlining the responsibilities and operations of the Board and its committees [Introduction](index=10&type=section&id=Introduction) The Company is committed to achieving and maintaining high standards of corporate governance, recognizing its importance for gaining shareholder trust, effective management, and creating long-term value - The Board and management are committed to achieving and maintaining high standards of corporate governance[39](index=39&type=chunk) - Good and effective corporate governance practices are essential elements for effective management, accountability, and transparency, to sustain the Group's success and create long-term value for shareholders[39](index=39&type=chunk) [Corporate Governance Practices](index=10&type=section&id=Corporate%20Governance%20Practices) The Board is responsible for corporate governance duties and has reviewed relevant policies and practices; during the reporting period, the Company complied with all applicable provisions of the Corporate Governance Code, except for the unclear segregation of duties between the Chairman and Chief Executive Officer - The Board is responsible for performing corporate governance duties in accordance with the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules[40](index=40&type=chunk) - The Group has not appointed a Chief Executive Officer, and the duties of the Chairman and Chief Executive Officer are not clearly segregated, representing a deviation from Code Provision A.2.1 of the Corporate Governance Code[41](index=41&type=chunk) - The Group is currently identifying suitable candidates to fill the vacancies for Chairman and Chief Executive Officer[41](index=41&type=chunk) [Board of Directors](index=11&type=section&id=Board%20of%20Directors) The Board oversees all significant company matters, including strategy, financial performance, internal controls, and risk management, with a balanced composition of skills and experience, where independent non-executive directors play a crucial role and meet independence requirements, supported by a board diversity policy and continuous director training [Responsibilities](index=11&type=section&id=Responsibilities) The Board is responsible for overseeing all significant company matters, including strategy formulation, monitoring financial performance, internal controls, and risk management, as well as fulfilling corporate governance duties - The Board's responsibilities include formulating and approving overall strategies, monitoring financial performance and internal controls, overseeing risk management systems, and evaluating the performance of senior management[44](index=44&type=chunk) - The Board is also responsible for developing and reviewing corporate governance policies and practices, monitoring director and senior management training, ensuring compliance with laws and regulations, establishing codes of conduct, and reviewing compliance with the Corporate Governance Code[46](index=46&type=chunk) [Board Composition](index=11&type=section&id=Board%20Composition) The Board comprises one Executive Director and three Independent Non-executive Directors, with independent non-executive directors constituting over one-third of the Board, meeting GEM Listing Rules requirements, and all directors having no material relationships with each other - The Board members include Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi[45](index=45&type=chunk) - The number of Independent Non-executive Directors constitutes more than one-third of the Board, complying with GEM Listing Rules, and at least one Independent Non-executive Director possesses appropriate professional qualifications or expertise in accounting or related financial management[45](index=45&type=chunk) - All Independent Non-executive Directors are independent and do not hold any other positions in the Company or any of its subsidiaries[47](index=47&type=chunk) [Chairman and Chief Executive Officer](index=12&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) The Group has not appointed a Chief Executive Officer, and the duties of the Chairman and Chief Executive Officer are not clearly segregated, representing a deviation from the Corporate Governance Code, with suitable candidates currently being sought to fill the vacancies - The Group has not appointed a Chief Executive Officer, and both Board management and daily business management were primarily handled by Mr. Kam Kin Pan (retired)[48](index=48&type=chunk) - The Group believes there is a deviation from Code Provision A.2.1 of the Corporate Governance Code and is currently identifying suitable candidates to fill the vacancies for Chairman and Chief Executive Officer[48](index=48&type=chunk) [Appointment and Re-election of Directors](index=12&type=section&id=Appointment%20and%20Re-election%20of%20Directors) Executive Directors have service agreements for three years, while Independent Non-executive Directors have appointment letters for one year; all directors are subject to retirement by rotation and are eligible for re-election at annual general meetings, ensuring board renewal and vitality - Executive Directors' service agreements are for three years, and Independent Non-executive Directors' letters of appointment are for one year[49](index=49&type=chunk) - All Directors are subject to retirement by rotation and are eligible for re-election at annual general meetings, with each Director required to retire at least once every three years[49](index=49&type=chunk) [Board Diversity Policy](index=13&type=section&id=Board%20Diversity%20Policy) The Company has adopted a Board Diversity Policy considering various factors such as gender, age, cultural and educational background, professional experience, skills, and knowledge; the current Board includes two female directors, and the Nomination Committee monitors and reviews the policy's implementation - The Board Diversity Policy considers various factors including gender, age, cultural and educational background, professional experience, skills, and knowledge[50](index=50&type=chunk) - Appointments to the Board are based on meritocracy, with full consideration of the benefits of board diversity[50](index=50&type=chunk) - During the reporting period, the Board included **two female directors**, and the Nomination Committee monitors and reviews the implementation of the Board Diversity Policy[50](index=50&type=chunk) Board Diversity (by Age Group and Professional Experience) | Director Name | Age (40–59) | Age (60 and above) | Business and Management | Construction | Accounting and Finance | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Wong Mei Chun | | ✔ | ✔ | ✔ | | | Ms. Chan Sin Wah | ✔ | | | | ✔ | | Ms. Li Zangyu | ✔ | | | ✔ | | | Mr. Yu Tat Chi | | ✔ | | | ✔ | [Continuous Professional Development of Directors](index=14&type=section&id=Continuous%20Professional%20Development%20of%20Directors) All directors are required to participate in continuous professional development to update their knowledge and skills, ensuring effective contributions to the Board, with the Company providing relevant information and updates on regulatory requirements - All Directors are required to participate in continuous professional development to cultivate and update their knowledge and skills[52](index=52&type=chunk) - The Company provides reading materials on the Corporate Governance Code, inside information provisions of the Securities and Futures Ordinance, and continuous updates on GEM Listing Rules and business developments[52](index=52&type=chunk) - Training content includes presentations by external auditors on changes in accounting standards and updates on proposed amendments to the GEM Listing Rules[54](index=54&type=chunk) [Securities Transactions by Directors](index=14&type=section&id=Securities%20Transactions%20by%20Directors) The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance with the relevant requirements - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for directors' securities transactions[53](index=53&type=chunk) - Following enquiry, all Directors have confirmed compliance with the required standards of dealing and the code of conduct during the reporting period[53](index=53&type=chunk) [Board Committees](index=15&type=section&id=Board%20Committees) The Company has an Audit Committee, Nomination Committee, and Remuneration Committee, each with clear written terms of reference to ensure company operations comply with the Corporate Governance Code and to provide advice and oversight to the Board within their respective areas of responsibility [Audit Committee](index=15&type=section&id=Audit%20Committee) The Audit Committee is responsible for overseeing the independence and effectiveness of external auditors, reviewing financial statements, risk management, and internal control systems, and providing recommendations to the Board; all committee members are Independent Non-executive Directors, with Mr. Yu Tat Chi serving as Chairman - The Audit Committee was established on **December 1, 2017**, with terms of reference compliant with Rule 5.28 of the GEM Listing Rules and the Corporate Governance Code[55](index=55&type=chunk) - Key responsibilities include advising on the appointment of external auditors, monitoring the integrity of financial statements, reviewing financial controls and risk management systems, and performing corporate governance functions[57](index=57&type=chunk) - All committee members are Independent Non-executive Directors, with Mr. Yu Tat Chi serving as Chairman, possessing professional accounting qualifications and experience[56](index=56&type=chunk) [Nomination Committee](index=16&type=section&id=Nomination%20Committee) The Nomination Committee is responsible for reviewing the Board structure, identifying suitable director candidates, assessing the independence of Independent Non-executive Directors, and making recommendations to the Board regarding appointments and re-appointments, with Ms. Chan Sin Wah serving as Chairman - The Nomination Committee was established on **December 1, 2017**, with responsibilities including reviewing the Board structure, identifying suitable director candidates, and assessing the independence of Independent Non-executive Directors[59](index=59&type=chunk) - Selection criteria include integrity, relevant qualifications and experience, commitment of time, board diversity, and independence requirements[59](index=59&type=chunk) - Ms. Chan Sin Wah serves as the Chairman of the Nomination Committee[60](index=60&type=chunk) [Remuneration Committee](index=16&type=section&id=Remuneration%20Committee) The Remuneration Committee is responsible for formulating the Company's remuneration policy, establishing transparent procedures, and making recommendations to the Board regarding the remuneration packages of directors and senior management, with Ms. Chan Sin Wah serving as Chairman - The Remuneration Committee was established on **December 1, 2017**, responsible for formulating remuneration policies and procedures, and making recommendations to the Board[61](index=61&type=chunk)[62](index=62&type=chunk) - The Committee ensures that Executive Directors do not participate in determining their own remuneration[62](index=62&type=chunk) - Ms. Chan Sin Wah serves as the Chairman of the Remuneration Committee[63](index=63&type=chunk) [Board Meetings](index=17&type=section&id=Board%20Meetings) The Board holds at least four meetings annually to discuss company strategy, operations, and financial performance; during the reporting period, all directors maintained high attendance rates and actively participated in Board and committee meetings - The Board holds regular meetings, at least **four times** a year, to discuss the Company's overall strategy and operational and financial performance[64](index=64&type=chunk) Attendance Details for Board and Committee Meetings (FY2025) | Director | Board Meetings | Audit Committee Meetings | Nomination Committee Meetings | Remuneration Committee Meetings | General Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Wong Mei Chun | 4/4 | Not Applicable | 2/2 | 2/2 | 1/1 | | Ms. Chan Sin Wah | 4/4 | 2/2 | 2/2 | 2/2 | 1/1 | | Ms. Li Zangyu | 4/4 | 2/2 | 2/2 | 2/2 | 1/1 | | Mr. Yu Tat Chi | 4/4 | 2/2 | 2/2 | 2/2 | 1/1 | [Responsibilities of Directors and Auditor for the Consolidated Financial Statements](index=18&type=section&id=Responsibilities%20of%20Directors%20and%20Auditor%20for%20the%20Consolidated%20Financial%20Statements) Directors are responsible for ensuring that the consolidated financial statements present a true and fair view of the Group's position and for maintaining proper accounting records and internal controls, while the auditor is responsible for expressing an audit opinion on the consolidated financial statements - Directors are responsible for ensuring that the consolidated financial statements are prepared in accordance with the Companies Ordinance and accounting standards, presenting a true and fair view of the Group's affairs, financial performance, and cash flows[66](index=66&type=chunk) - Directors are responsible for maintaining proper accounting records, safeguarding the Group's assets, and preventing and detecting fraud and other irregularities[66](index=66&type=chunk) - The auditor's reporting responsibilities for the consolidated financial statements are set out in the Independent Auditor's Report[66](index=66&type=chunk) [Auditor's Remuneration](index=18&type=section&id=Auditor%27s%20Remuneration) Evergreen (Hong Kong) CPA Limited serves as the Company's auditor, with audit service fees of approximately HKD 0.5 million for FY2025; the Audit Committee considers the remuneration level reasonable, and there are no disagreements between the auditor and management - Evergreen (Hong Kong) CPA Limited is the Company's auditor, with audit service fees of approximately **HKD 0.5 million** for the year ended June 30, 2025[67](index=67&type=chunk) - The Audit Committee considers the auditor's remuneration level reasonable, and there are no disagreements between the auditor and the Company's management[67](index=67&type=chunk) [Company Secretary](index=18&type=section&id=Company%20Secretary) Mr. Fung Chun Yuen serves as the Company Secretary, assisting the Board in complying with policies and procedures and providing advice on corporate governance matters, with his qualifications meeting GEM Listing Rules requirements - Mr. Fung Chun Yuen is the Company Secretary, assisting the Board in ensuring compliance with policies and procedures and providing advice on corporate governance matters[68](index=68&type=chunk) - Mr. Fung meets all required qualifications, experience, and training requirements under the GEM Listing Rules[68](index=68&type=chunk) [Compliance Officer](index=18&type=section&id=Compliance%20Officer) Ms. Wong Mei Chun serves as the Company's Compliance Officer - Ms. Wong Mei Chun is the Company's Compliance Officer[69](index=69&type=chunk) [Corporate Governance Functions](index=19&type=section&id=Corporate%20Governance%20Functions) The Company has not established a corporate governance committee, with relevant functions performed by the Board, including formulating policies, codes of conduct, monitoring director training, and ensuring compliance with laws and regulations - The Company has not established a corporate governance committee, and the Board is responsible for performing corporate governance functions[70](index=70&type=chunk) - Functions include formulating and reviewing corporate governance policies, codes of conduct, monitoring director and senior management training, ensuring compliance with laws and regulations, and disclosing corporate governance reports[70](index=70&type=chunk) [Shareholders' Rights](index=19&type=section&id=Shareholders%27%20Rights) To protect shareholder interests, all resolutions at general meetings are voted on by poll; shareholders may convene an extraordinary general meeting or submit written inquiries in accordance with the articles of association - All resolutions at general meetings will be voted on by poll, and the results will be published on the Stock Exchange and the Company's website[71](index=71&type=chunk) - Shareholders holding not less than one-tenth of the Company's paid-up capital may requisition an extraordinary general meeting[71](index=71&type=chunk) - Shareholders may submit written inquiries or requests regarding their rights to the Company's principal place of business in Hong Kong[72](index=72&type=chunk) [Communication with Shareholders and Investor Relations](index=19&type=section&id=Communication%20with%20Shareholders%20and%20Investor%20Relations) The Company has adopted a shareholder communication policy to ensure convenient, equal, and timely access to comprehensive and understandable company information for shareholders and investors through various channels, and welcomes suggestions - The Company has adopted a shareholder communication policy aimed at ensuring shareholders and potential investors have convenient, equal, and timely access to comprehensive and easily understandable company information[73](index=73&type=chunk) - Communication channels include the publication of annual reports, interim reports, circulars, regular announcements, corporate information on the Company's website, annual general meetings and extraordinary general meetings, and services of the Hong Kong share registrar[74](index=74&type=chunk) [Risk Management and Internal Control](index=20&type=section&id=Risk%20Management%20and%20Internal%20Control) The Group maintains effective internal control and risk management systems, with the Board annually reviewing their effectiveness; the systems are designed to manage rather than eliminate risk, and procedures for risk identification, assessment, and mitigation have been implemented; the Group currently has no internal audit department, but the Directors are satisfied that adequate and effective control measures are in place - The Group maintains effective internal control and risk management systems to safeguard shareholders' investments and Group assets[76](index=76&type=chunk) - The Board reviews the effectiveness of the risk management and internal control systems at least annually[76](index=76&type=chunk) - Risk management procedures include risk identification, risk assessment, and risk mitigation[78](index=78&type=chunk) - The Group currently has no internal audit department, but the Directors are satisfied that adequate and effective internal control and risk management measures have been implemented[77](index=77&type=chunk) [Dividend Policy](index=21&type=section&id=Dividend%20Policy) The Company adopted a dividend policy on August 1, 2019, where the Board will consider various factors in determining whether and at what level to pay dividends, but the policy does not constitute a legally binding commitment - The Company adopted a dividend policy on **August 1, 2019**, to provide guidance for the Board in determining dividend payments[79](index=79&type=chunk) - The Board will consider factors such as financial performance, retained earnings, working capital, capital expenditures, liquidity position, economic conditions, and legal restrictions[79](index=79&type=chunk)[83](index=83&type=chunk) - The dividend policy does not constitute a legally binding commitment that the Company will pay any specific amount of dividends[80](index=80&type=chunk) [Inside Information](index=21&type=section&id=Inside%20Information) The Group complies with the Securities and Futures Ordinance and GEM Listing Rules, committing to timely public disclosure of inside information and ensuring that information disclosure is clear, balanced, and not misleading - The Group complies with the Securities and Futures Ordinance and GEM Listing Rules, committing to timely public disclosure of any inside information[81](index=81&type=chunk) - Ensuring strict confidentiality of information before disclosure, and immediate disclosure if confidentiality is breached[81](index=81&type=chunk) - Committed to ensuring that information in announcements is clear and balanced, with equal disclosure of both positive and negative facts[81](index=81&type=chunk) [Constitutional Documents](index=21&type=section&id=Constitutional%20Documents) There were no significant changes to the Group's constitutional documents during the reporting period - There were no significant changes to the Group's constitutional documents during the reporting period[82](index=82&type=chunk) [Directors' Report](index=22&type=section&id=Directors%27%20Report) This chapter presents WT Group Holdings Limited's audited consolidated financial statements for the year ended June 30, 2025, detailing the Group's principal activities, business review, environmental policies, compliance with laws and regulations, key risks, results and dividends, financial summary, share capital, share option scheme, related party transactions, major customer and supplier relationships, directors' biographical details, and remuneration policy [Principal Activities](index=22&type=section&id=Principal%20Activities) The Company is an investment holding company, with its subsidiaries primarily providing specialized and general building engineering services in Hong Kong, including foundation, site formation, demolition, superstructure construction, and renovation works; there were no significant changes in the nature of principal activities during the year - The Company's principal business is investment holding, with its subsidiaries primarily providing specialized and general building engineering services in Hong Kong[85](index=85&type=chunk) - Specialized engineering works include foundation and site formation works, demolition works, and ground investigation works[85](index=85&type=chunk) - General building works include superstructure construction works, slope maintenance works, hoarding works, alteration and addition works, and various other renovation and building works[85](index=85&type=chunk) - There were no significant changes in the nature of the Group's principal activities during the year[85](index=85&type=chunk) [Business Review](index=22&type=section&id=Business%20Review) The Group's business review and discussion of future business development for the year ended June 30, 2025, are detailed in the "Directors' Report and Management Discussion and Analysis" chapter - The Group's business review and discussion of future business development for the year ended June 30, 2025, are contained in the 'Directors' Report and Management Discussion and Analysis' section on pages 3 to 6 of this annual report[87](index=87&type=chunk) [Environmental Policies and Performance](index=22&type=section&id=Environmental%20Policies%20and%20Performance) The Company is committed to environmental and social sustainability, complying with environmental laws and regulations, and has adopted effective environmental practices; further details will be disclosed in the 2025 Environmental, Social and Governance Report - The Company recognizes its responsibility to protect the environment from its business activities and pursues environmental and social sustainability[88](index=88&type=chunk) - The Group is committed to complying with environmental laws and regulations and has adopted effective environmental practices[88](index=88&type=chunk) - Further details will be disclosed in the Company's 2025 Environmental, Social and Governance Report[89](index=89&type=chunk) [Compliance with Laws and Regulations](index=22&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The Company has allocated sufficient resources to ensure continuous compliance with applicable laws and regulations; for the year ended June 30, 2025, no non-compliance events materially affecting the Group's operations were identified - The Company has allocated sufficient resources to ensure continuous compliance with applicable laws and regulations[90](index=90&type=chunk) - For the year ended June 30, 2025, to the best of the Board's knowledge, there were no non-compliance events with relevant laws and regulations that materially affected the Group's operations[90](index=90&type=chunk) [Key Risks and Uncertainties](index=23&type=section&id=Key%20Risks%20and%20Uncertainties) The Group's operations involve several risks and uncertainties, including revenue dependence on non-recurring projects, inaccurate cost estimations, reliance on subcontractors, customer credit risk, and the impact of the Hong Kong construction industry and overall economic conditions - Revenue depends on successfully bidding or quoting for non-recurring specialized engineering, general building, and renovation projects, with no guarantee of new business[96](index=96&type=chunk) - Inaccurate project cost estimations or delayed project completion may lead to cost overruns or losses[96](index=96&type=chunk) - The Group relies on subcontractors, and their poor performance or inability to provide services may adversely affect operations and profitability[96](index=96&type=chunk) - Customer credit risk and failure to make timely or full payments may adversely affect liquidity[96](index=96&type=chunk) - The Group's performance depends on trends and developments in the Hong Kong construction industry, as well as market conditions and the overall economic and political situation in Hong Kong[96](index=96&type=chunk) [Results and Dividends](index=23&type=section&id=Results%20and%20Dividends) The Group recorded a loss for the year ended June 30, 2025, and the Directors do not recommend the payment of a final dividend - The Group's results for the year ended June 30, 2025, are presented in the consolidated statement of profit or loss and other comprehensive income[92](index=92&type=chunk) - The Directors do not recommend the payment of a final dividend for the year ended June 30, 2025 (2024: nil)[92](index=92&type=chunk) [Financial Summary](index=23&type=section&id=Financial%20Summary) A summary of the Group's results, assets, and liabilities for the past five financial years is provided on page 88 of the report, which is not part of the audited consolidated financial statements - A summary of the Group's results, assets, and liabilities for the past five financial years is contained on page 88[93](index=93&type=chunk) - This summary is not part of the Group's audited consolidated financial statements[93](index=93&type=chunk) [Property, Plant and Equipment](index=23&type=section&id=Property%2C%20Plant%20and%20Equipment) Details of changes in the Group's property, plant and equipment during the year are provided in Note 15 to the consolidated financial statements - Details of changes in the Group's property, plant and equipment during the year are contained in Note 15 to the consolidated financial statements in this annual report[94](index=94&type=chunk) [Share Capital](index=23&type=section&id=Share%20Capital) Details of the Company's share capital are provided in Note 24 to the consolidated financial statements - Details of the Company's share capital are contained in Note 24 to the consolidated financial statements in this annual report[95](index=95&type=chunk) [Confirmation of Independence](index=24&type=section&id=Confirmation%20of%20Independence) All Independent Non-executive Directors have submitted annual confirmations of independence in accordance with the GEM Listing Rules, and the Company considers them to meet the independence guidelines - Each Independent Non-executive Director has provided an annual confirmation of independence in accordance with Rule 5.09 of the GEM Listing Rules[97](index=97&type=chunk) - The Company considers that all Independent Non-executive Directors meet the independence guidelines set out in Rule 5.09 of the GEM Listing Rules and are independent in accordance with the terms of such guidelines[97](index=97&type=chunk) [Share Option Scheme](index=24&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on December 1, 2017, to attract and retain talent and incentivize employees; the scheme has a ten-year validity, with limits on the number of shares and individual participant allocations; for the year ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed - The Company adopted a share option scheme on **December 1, 2017**, to attract and retain the best personnel, provide additional incentives, and drive business excellence[98](index=98&type=chunk) - The scheme is valid for **ten years** from the date of adoption[102](index=102&type=chunk) - The maximum number of shares that may be issued upon exercise of share options is **10%** of the issued shares, with an individual participant limit of **1%**[100](index=100&type=chunk)[101](index=101&type=chunk) - For the year ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed, and there were no outstanding share options as of June 30, 2025[107](index=107&type=chunk) [Reserves](index=26&type=section&id=Reserves) Details of changes in the Company's and the Group's reserves are provided in Note 33 to the consolidated financial statements and the consolidated statement of changes in equity - Details of changes in the Company's and the Group's reserves are contained in Note 33 to the consolidated financial statements and the consolidated statement of changes in equity, respectively[108](index=108&type=chunk) [Pre-emptive Rights](index=26&type=section&id=Pre-emptive%20Rights) Neither the Company's articles of association nor Cayman Islands law contain provisions for pre-emptive rights requiring new shares to be offered to existing shareholders in proportion to their holdings - Neither the Company's articles of association nor Cayman Islands law contain provisions for pre-emptive rights requiring the Company to offer new shares to existing shareholders in proportion to their holdings[109](index=109&type=chunk) [Related Party Transactions and Connected Transactions](index=26&type=section&id=Related%20Party%20Transactions%20and%20Connected%20Transactions) Details of significant related party transactions undertaken by the Group for the year ended June 30, 2025, are provided in Note 28 to the consolidated financial statements; to the best of the Directors' knowledge, no related party transactions constituted disclosable connected transactions - Details of significant related party transactions undertaken by the Group for the year ended June 30, 2025, are contained in Note 28 to the consolidated financial statements in this annual report[110](index=110&type=chunk) - To the best of the Directors' knowledge, no related party transactions constituted connected transactions requiring disclosure under the GEM Listing Rules[110](index=110&type=chunk) [Distributable Reserves](index=26&type=section&id=Distributable%20Reserves) As of June 30, 2025, the Company had no distributable reserves; details of changes in reserves during the year are provided in Note 33 to the consolidated financial statements - As of June 30, 2025, the Company had no distributable reserves (2024: nil)[111](index=111&type=chunk) - Details of changes in reserves during the year are contained in Note 33 to the consolidated financial statements in this annual report[111](index=111&type=chunk) [Major Customers and Suppliers](index=26&type=section&id=Major%20Customers%20and%20Suppliers) The Group faces high concentration risk with its major customers and suppliers; in FY2025, the largest customer contributed 82.1% of revenue, and the top five customers contributed 98.8%, while the largest supplier accounted for 33.1% of purchases, and the top five suppliers accounted for 63.9% Concentration of Major Customers and Suppliers (FY2025) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Largest Customer Revenue Share | 82.1% | 42.1% | | Top Five Customers Total Revenue Share | 98.8% | 86.7% | | Largest Supplier Purchase Share | 33.1% | 9.3% | | Top Five Suppliers Total Purchase Share | 63.9% | 38.3% | - For the year ended June 30, 2025, none of the Company's Directors, their close associates, or shareholders (to the best of the Directors' knowledge holding more than 5% of the Company's issued share capital) held any beneficial interest in the Group's five largest customers or suppliers[112](index=112&type=chunk) [Relationship with Customers, Suppliers, Subcontractors, Employees and Shareholders](index=27&type=section&id=Relationship%20with%20Customers%2C%20Suppliers%2C%20Subcontractors%2C%20Employees%20and%20Shareholders) The Group's success relies on strong relationships with its customers, suppliers, subcontractors, employees, and shareholders; it is committed to providing quality services, maintaining solid cooperation, fostering a positive work environment, and enhancing shareholder returns - The Group provides engineering services to public and private sector clients in Hong Kong, with most revenue derived from private sector clients, emphasizing timely delivery and quality assurance[114](index=114&type=chunk) - The Group maintains good business relationships with suppliers and subcontractors, assessing their performance based on track record, pricing, quality, and other factors[115](index=115&type=chunk) - The Group values employee talent, offering competitive remuneration packages and effective performance appraisal systems, while maintaining good relationships with employees[117](index=117&type=chunk) - The Group's primary objective is to maximize shareholder returns, focusing on developing its core business for sustainable profit growth and considering dividend payments to shareholders[118](index=118&type=chunk) [Directors](index=28&type=section&id=Directors) The Company's Directors include Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi; Ms. Chan Sin Wah and Mr. Yu Tat Chi will retire at the upcoming annual general meeting and are eligible for re-election, with the Nomination Committee nominating candidates based on the diversity policy - During the year and up to the date of this report, the Company's Directors included Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi[119](index=119&type=chunk) - Ms. Chan Sin Wah and Mr. Yu Tat Chi will retire at the upcoming annual general meeting and are eligible for re-election[120](index=120&type=chunk) - The Nomination Committee will nominate and select candidates for Independent Non-executive Directors based on the Board Diversity Policy[120](index=120&type=chunk) - The Board believes that Ms. Chan Sin Wah and Mr. Yu Tat Chi are independent of the Group and can contribute to the Board's diversity and development[121](index=121&type=chunk) [Permitted Indemnity Provision](index=29&type=section&id=Permitted%20Indemnity%20Provision) In accordance with the Company's articles of association, each director is entitled to be indemnified by the Company's assets for all losses or liabilities incurred as a director; the Company has arranged directors' and officers' liability insurance - In accordance with the Company's articles of association, each Director shall be entitled to be indemnified out of the Company's assets for all losses or liabilities incurred or suffered by them as a Director[122](index=122&type=chunk) - The Company has arranged appropriate directors' and officers' liability insurance for the Group's Directors and senior officers for the year ended June 30, 2025[122](index=122&type=chunk) [Directors' Service Contracts](index=29&type=section&id=Directors%27%20Service%20Contracts) None of the directors proposed for re-election at the upcoming annual general meeting have unexpired service contracts with the Company that are not terminable within one year without payment of compensation - None of the Directors proposed for re-election at the upcoming annual general meeting have unexpired service contracts with the Company and/or any of its subsidiaries that are not terminable by the Company within one year without payment of compensation (other than statutory compensation)[123](index=123&type=chunk) [Biographical Details of Directors (Report)](index=29&type=section&id=Biographical%20Details%20of%20Directors%20%28Report%29) The biographical details of the Group's Directors are provided on page 7 of the report - The biographical details of the Group's Directors are contained on page 7 of this annual report[124](index=124&type=chunk) [Remuneration of Directors and Five Highest Paid Individuals](index=29&type=section&id=Remuneration%20of%20Directors%20and%20Five%20Highest%20Paid%20Individuals) Details of the remuneration of the Company's Directors and the Group's five highest paid individuals are provided in Notes 11 and 12 to the consolidated financial statements; in FY2025, the total remuneration for the five highest paid individuals (non-directors) was HKD 6.852 million - Details of the remuneration of the Company's Directors and the Group's five highest paid individuals are contained in Notes 11 and 12 to the consolidated financial statements[125](index=125&type=chunk) Remuneration Ranges for Senior Management FY2025 | Remuneration Range | Number of Senior Management | | :--- | :--- | | HKD 1,000,000 or below | 2 | | HKD 1,000,001 to HKD 2,000,000 | 1 | | Above HKD 2,000,000 | 2 | [Remuneration Policy](index=29&type=section&id=Remuneration%20Policy) The Company's remuneration policy primarily comprises a fixed component (basic salary) and a variable component (discretionary bonuses and other incentives), considering employee experience, responsibilities, performance, Group profitability, and market conditions; the Remuneration Committee reviews remuneration matters annually - Employee remuneration primarily comprises a fixed component (basic salary) and a variable component (discretionary bonuses and other incentives), taking into account factors such as employee experience, responsibility level, individual performance, Group profit performance, and overall market conditions[127](index=127&type=chunk) - The Remuneration Committee holds meetings at least once a year to discuss remuneration-related matters and review the Group's remuneration policy, and is authorized to determine the remuneration packages of individual Executive Directors and senior management[127](index=127&type=chunk) [Management Contracts](index=30&type=section&id=Management%20Contracts) As of June 30, 2025, the Company had not entered into or held any management and/or administration contracts concerning all or any substantial part of the Company's business - As of June 30, 2025, the Company had not entered into or held any management and/or administration contracts concerning all or any substantial part of the Company's business[128](index=128&type=chunk) [Directors' Material Interests in Transactions, Arrangements, and Contracts Significant to the Company's Business](index=30&type=section&id=Directors%27%20Material%20Interests%20in%20Transactions%2C%20Arrangements%20and%20Contracts%20Significant%20to%20the%20Company%27s%20Business) Except as disclosed in the report, none of the Company's Directors or their associated entities had any direct or indirect material interests in transactions, arrangements, and contracts significant to the Group's business - Save as disclosed in this report, none of the Company's Directors or their associated entities had any direct or indirect material interests in other transactions, arrangements, and contracts significant to the Group's business that were in effect at year-end or at any time during the year ended June 30, 2025, entered into by the Company's subsidiaries, fellow subsidiaries, or its parent company[129](index=129&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=30&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20or%20Debentures) For the year ended June 30, 2025, neither the Company nor its subsidiaries participated in any arrangements enabling directors or chief executives to subscribe for securities of the Company or any specified undertaking - At no time during the year ended June 30, 2025, did the Company or any of its subsidiaries or any of its fellow subsidiaries enter into any arrangements that would enable Directors or the Company's chief executive (including their spouses or children under 18) to subscribe for securities of the Company or any specified undertaking or to

執行董事 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份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。 WT GROUP HOLDINGS LIMITED WT 集 團 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號： 8422） 董事會會議通告 WT集團控股有限公司（「本公司」，連同其附屬公司稱為「本集團」）之董事（「董事」） 會（「董事會」）謹此宣佈，董事會會議將於二零二五年九月三十日（星期二）舉行， 藉以考慮及批准（其中包括）本集團截至二零二五年六月三十日止年度之經審核 綜合全年業績及建議派發股息（如有）。 承董事會命 WT集團控股有限公司 王美珍 香港，二零二五年九月十六日 於本公告日期，董事會包括執行董事王美珍女士；獨立非執行董事陳倩華女士、李 藏玉女士及余達志先生。 本公告乃遵照《香港聯合交易所有限公司GEM 證券上市規則》而刊載，旨在提供 有關本公司的資料；董事願就本公告的資料共同及個別地承擔全部責任。各董事 在作出一切合理查詢後 ...

FF301 本月底法定/註冊股本總額： HKD 50,000,000 第 1 頁 共 10 頁 v 1.1.1 截至月份: 2025年8月31日 狀態: 新提交 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 致：香港交易及結算所有限公司 公司名稱: WT集團控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08422 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.1 HKD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 500,000, ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: WT集團控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 FF301 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08422 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.1 HKD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 500,000,000 | HKD | | 0.1 HKD | | 50,000,000 | 本月底法定/註冊股本總 ...

[Announcement Overview and Legal Disclaimer](index=1&type=section&id=Announcement%20Overview%20and%20Legal%20Disclaimer) This section provides legal disclaimers from HKEX and SEHK, clarifying the announcement's purpose as a supplement to the 2024 annual report [Legal Disclaimer and Purpose of Announcement](index=1&type=section&id=Legal%20Disclaimer%20and%20Purpose%20of%20Announcement) This section presents disclaimers from HKEX and SEHK, clarifying this announcement supplements WT Group's 2024 annual report with share option scheme details - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited accept no responsibility for the contents of this announcement[1](index=1&type=chunk) - This announcement serves as a supplement to the annual report of WT Group Holdings Limited (Stock Code: 8422) for the year ended June 30, 2024 (the '2024 Annual Report')[2](index=2&type=chunk)[3](index=3&type=chunk) - The announcement aims to provide supplementary details regarding the share option scheme[3](index=3&type=chunk) [Supplementary Details of Share Option Scheme](index=1&type=section&id=Supplementary%20Details%20of%20Share%20Option%20Scheme) This section provides additional details on the company's share option scheme, including the total number of shares available for issue and their proportion of issued capital [Number of Shares Available for Issue](index=1&type=section&id=Number%20of%20Shares%20Available%20for%20Issue) This section details the total shares available for issue under WT Group's share option scheme, including its proportion of issued share capital - This announcement provides supplementary disclosure for the 'Share Option Scheme' section in the 2024 Annual Report[3](index=3&type=chunk) Share Option Scheme Details | Metric | Value | | :--- | :--- | | Total Shares Available for Issue | **12,000,000 shares** | | Percentage of Issued Share Capital | Approximately **10.0%** | | As of Date | 2024 Annual Report Date | [General Matters and Corporate Governance](index=1&type=section&id=General%20Matters%20and%20Corporate%20Governance) This section covers the effectiveness of supplementary information, board composition, compliance statements, and publication details [Effectiveness of Supplementary Information](index=1&type=section&id=Effectiveness%20of%20Supplementary%20Information) This supplementary information does not affect the accuracy or validity of other information in the 2024 Annual Report, which remains unchanged - The aforementioned supplementary information does not affect other information contained in the 2024 Annual Report, and the content of the 2024 Annual Report remains accurate and unchanged[5](index=5&type=chunk) [Board Composition and Compliance Statement](index=1&type=section&id=Board%20Composition%20and%20Compliance%20Statement) This section details WT Group's board composition, confirms GEM Listing Rules compliance, outlines directors' responsibility for accuracy, and specifies publication details - The announcement publication date is August 1, 2025[6](index=6&type=chunk) - The Board members include Executive Director Ms. Wong Mei Chun; Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Lee Chong Yuk, and Mr. Yu Tat Chi[7](index=7&type=chunk) - This announcement is published in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, aiming to provide information about the Company[7](index=7&type=chunk) - The Directors collectively and individually accept full responsibility for the information contained in this announcement, confirming its accuracy, completeness, and absence of misleading or fraudulent content[7](index=7&type=chunk) - This announcement will be published on the GEM website (www.hkgem.com) and the Company's website (www.hklistco.com/8422) for at least seven days from the date of publication[7](index=7&type=chunk) - In case of any discrepancy between the English and Chinese versions, the English version shall prevail[7](index=7&type=chunk)

Financial Performance - The company's revenue for the six months ended December 31, 2024, was HKD 21,222,000, representing a 111.6% increase compared to HKD 10,046,000 for the same period in 2023[5] - Gross profit for the same period was HKD 6,231,000, up from HKD 3,257,000, indicating a gross margin improvement[5] - The company's contract revenue for the six months ended December 31, 2024, was HKD 21,222,000, a significant increase from HKD 10,046,000 in the same period of 2023, representing a growth of approximately 111.6%[19] - Other income for the six months ended December 31, 2024, was HKD 176,000, compared to HKD 148,000 in 2023, reflecting an increase of about 18.9%[22] - The company's pre-tax profit for the six months ended December 31, 2024, was impacted by construction costs of HKD 1,741,000, down from HKD 6,789,000 in 2023, indicating a reduction of approximately 74.3%[23] - For the six months ended December 31, 2024, the company reported a net profit of approximately HKD 0.2 million, a decrease from HKD 2.1 million in the same period of 2023[45] - Total revenue for the six months ended December 31, 2024, was approximately HKD 21.2 million, compared to HKD 10.0 million for the same period in 2023, indicating a significant increase[46] - Gross profit for the same period increased to approximately HKD 6.2 million from HKD 3.3 million, reflecting an increase of about HKD 2.9 million[47] Earnings and Dividends - The company's basic and diluted earnings per share for the period were HKD 0.19, down from HKD 1.71 in the previous year[5] - The company did not recommend any dividend payment for the six months ended December 31, 2024, consistent with the previous year[28] - Basic earnings per share for the six months ended December 31, 2024, were HKD 0.19, a decrease from HKD 1.71 in the same period of 2023[31] - The profit attributable to owners for the six months ending December 31, 2024, is approximately HKD 2.1 million, compared to HKD 0.2 million for the same period in 2023[49] Cash Flow and Assets - The net cash generated from operating activities was HKD 1,742,000, a decrease from HKD 2,212,000 in the previous year[9] - The cash and cash equivalents at the end of the period increased to HKD 29,929,000 from HKD 28,276,000 at the beginning of the period[9] - The company had cash and cash equivalents of HKD 29.929 million as of December 31, 2024, compared to HKD 28.276 million as of June 30, 2024[38] - The total assets less current liabilities as of December 31, 2024, were HKD 40,520,000, compared to HKD 40,292,000 as of June 30, 2024[7] - The company's total equity as of December 31, 2024, was HKD 40,520,000, up from HKD 40,292,000 as of June 30, 2024[7] - The group maintains a strong financial position with cash and bank balances of approximately HKD 29.9 million as of December 31, 2024, up from HKD 28.3 million as of June 30, 2024[52] Liabilities and Financial Ratios - The current ratio as of December 31, 2024, is approximately 8.6 times, an increase from 7.8 times as of June 30, 2024[52] - The debt-to-equity ratio is approximately zero as of December 31, 2024, down from 0.3% as of June 30, 2024[53] - Trade receivables and retention money for construction projects increased to HKD 12,182,000 from HKD 7,000,000[6] - Trade receivables as of December 31, 2024, were HKD 2.982 million, down from HKD 13.052 million as of June 30, 2024[33] - The average credit period for trade payables is generally 30 days, with trade payables amounting to HKD 496,000 as of December 31, 2024[39] Expenses - Employee benefit expenses for the six months ended December 31, 2024, totaled HKD 3,420,000, a decrease from HKD 5,074,000 in 2023, representing a decline of about 32.6%[24] - Administrative expenses rose to approximately HKD 6.2 million for the six months ended December 31, 2024, up from HKD 5.2 million in the prior year, primarily due to an increase in other professional fees[48] - Employee benefit expenses for the six months ending December 31, 2024, are approximately HKD 3.4 million, compared to HKD 5.1 million for the same period in 2023[62] Taxation - The company did not incur any income tax expense for the current period, compared to an expense of HKD 51,000 in the previous year[5] - The company did not recognize any Hong Kong profits tax for the six months ended December 31, 2024, due to sufficient tax losses carried forward from previous periods[25] Corporate Governance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited condensed consolidated interim financial statements for the six months ended December 31, 2024, ensuring compliance with applicable accounting standards and GEM listing rules[75] - The company has complied with the GEM listing rules regarding the audit committee's composition, including at least one member with appropriate professional qualifications or accounting expertise[75] - The board believes that the current structure, with experienced individuals including three independent non-executive directors, ensures a balance of power and authority[68] Market Strategy and Operations - The group plans to expand its market share and focus on foundation and site preparation projects, superstructure construction projects, and renovation projects[51] - The group will continue to monitor the Hong Kong property market and adjust strategies as necessary[51] - The company operates primarily in Hong Kong, with all assets and liabilities located in the same region, indicating no geographical segment reporting[21] - The company has not reported any independent operating segment financial information as all business activities are integrated[20] Accounting Standards - The company has adopted new accounting standards effective from July 1, 2024, but these changes did not have a significant impact on the financial position and performance[14] - The company has assessed the impact of new accounting standards that have been issued but not yet effective, and is currently evaluating their potential effects on performance and financial position[14] Other Information - The group has no capital commitments as of December 31, 2024[59] - The group has no significant investments, acquisitions, or disposals of subsidiaries or associates during the reporting period[60] - The group has no significant foreign exchange risk as most transactions are conducted in HKD[56] - The company has adopted a share option scheme effective from December 1, 2017, which is valid for 10 years, with no options granted, exercised, cancelled, or lapsed as of December 31, 2024[73]

Financial Performance - The group's revenue for the six months ended December 31, 2024, was HKD 21,222,000, representing a 111% increase compared to HKD 10,046,000 in the same period of 2023[3] - Gross profit for the same period was HKD 6,231,000, up 91% from HKD 3,257,000 year-on-year[3] - The group reported a profit attributable to owners of the company of HKD 228,000, a decrease of 89% from HKD 2,054,000 in the previous year[3] - The basic and diluted earnings per share decreased to HKD 0.19 from HKD 1.71, reflecting a significant decline[3] - The profit before tax for the six months ended December 31, 2024, was HKD 228,000, a decrease of approximately 88.9% from HKD 2,054,000 in the same period of 2023[29] - Basic earnings per share for the six months ended December 31, 2024, were HKD 0.19, down from HKD 1.71 in 2023, indicating a decline of approximately 88.9%[29] - For the six months ended December 31, 2024, the company recorded a net profit of approximately HKD 0.2 million, a significant decrease from HKD 2.1 million in the same period of 2023[43] Revenue and Income - The group's contract revenue for the six months ended December 31, 2024, was HKD 21,222,000, a significant increase from HKD 10,046,000 in the same period of 2023, representing a growth of approximately 111.6%[17] - Other income for the six months ended December 31, 2024, was HKD 176,000, compared to HKD 148,000 in 2023, reflecting a growth of about 18.9%[20] Assets and Liabilities - Trade receivables and retention money for contract projects increased to HKD 12,182,000 from HKD 7,000,000, indicating a growth of 74%[4] - Total assets less current liabilities amounted to HKD 40,520,000, slightly up from HKD 40,292,000 as of June 30, 2024[5] - Cash and cash equivalents at the end of the period were HKD 29,929,000, compared to HKD 28,276,000 at the beginning of the period, showing an increase of 5.8%[7] - The accounts receivable and retention money for construction projects as of December 31, 2024, totaled HKD 15,989,000, an increase from HKD 13,052,000 as of June 30, 2024[31] - The expected credit loss provision decreased from HKD 6,052,000 as of June 30, 2024, to HKD 3,807,000 as of December 31, 2024, indicating improved credit quality[31] Expenses - Administrative expenses rose to approximately HKD 6.2 million from HKD 5.2 million, primarily due to an increase in other professional fees by about HKD 1.0 million[46] - Employee benefit expenses for the six months ended December 31, 2024, were approximately HKD 3.4 million, down from HKD 5.1 million for the same period in 2023[60] Dividends and Tax - The group did not recommend any dividend for the six months ended December 31, 2024, consistent with the previous year[26] - The group has not recognized any Hong Kong profits tax for the six months ended December 31, 2024, due to sufficient tax losses carried forward from previous periods[23] Business Environment and Strategy - The company anticipates a challenging business environment with increased operational risks due to the recent downturn in the Hong Kong property market[48] - The board remains optimistic about long-term opportunities in the construction and renovation market, focusing on expanding market share and pursuing prudent financial principles[49] Capital Structure and Financial Position - The group’s total equity increased to HKD 40,520,000 from HKD 40,292,000, reflecting a positive change in financial position[5] - The debt-to-equity ratio was approximately 0% as of December 31, 2024, compared to 0.3% as of June 30, 2024[51] - The capital structure of the group has not undergone significant changes since June 30, 2024[55] Employment and Operations - The group employed a total of 26 employees as of December 31, 2024, unchanged from June 30, 2024[60] - The group operates solely in Hong Kong, with all assets and liabilities located there, resulting in no geographical segment reporting[19] Audit and Compliance - The audit committee consists of three independent non-executive directors, ensuring compliance with GEM listing rules, and is responsible for reviewing financial information and internal control procedures[72] - The unaudited condensed consolidated interim financial statements for the six months ended December 31, 2024, have been reviewed by the audit committee and are prepared in accordance with applicable accounting standards and GEM listing rules[73]

Financial Performance - The group's revenue decreased from approximately HKD 37.4 million for the year ended June 30, 2023, to approximately HKD 31.3 million for the year ended June 30, 2024[6]. - The group recorded a gross profit of approximately HKD 11.4 million for the year ended June 30, 2024, compared to a gross loss of approximately HKD 3.1 million for the year ended June 30, 2023[8]. - The total profit and comprehensive income for the year ended June 30, 2024, was approximately HKD 3.7 million, a significant improvement from a loss of HKD 23.2 million in 2023[10]. - The net profit for the year ended June 30, 2024, was primarily attributed to the recovery of gross profit and the reversal of expected credit loss provisions on trade receivables and contract assets[10]. - Basic earnings per share for the year was HKD 3.1, compared to a loss per share of HKD 19.3 in the previous year[110]. - The company reported a profit attributable to owners of HKD 3,747,000 for the year ended June 30, 2024, compared to a loss of HKD 23,203,000 in the previous year, marking a significant turnaround[187]. Revenue and Contracts - The decrease in revenue was mainly due to a reduction in the number of larger construction and renovation projects undertaken by the group compared to the previous year[7]. - Revenue from the largest customer accounted for approximately 42.1% of total revenue for the year ended June 30, 2024, compared to 41.2% in 2023[73]. - Revenue from the top five customers collectively accounted for about 86.7% of total revenue for the year ended June 30, 2024, down from 89.2% in 2023[73]. - Revenue from contracts recognized over time decreased from HKD 37,420 million in 2023 to HKD 31,301 million in 2024, indicating a decline in contract performance[178]. Expenses and Costs - Administrative expenses for the year ended June 30, 2024, were approximately HKD 11.2 million, slightly down from HKD 11.3 million in 2023[9]. - The company’s construction costs included materials, employee costs, subcontracting expenses, and insurance, totaling approximately HKD 277,000 for 2024, down from HKD 346,000 in 2023[181]. - Interest expenses on lease liabilities decreased to HKD 12,000 in 2024 from HKD 43,000 in 2023, representing a reduction of approximately 72%[180]. - The total remuneration for directors amounted to HKD 1,712 in 2024, compared to HKD 2,802 in 2023, showing a decrease of about 39%[184]. Cash Flow and Liquidity - As of June 30, 2024, the group maintained a cash and bank balance of approximately HKD 28.3 million, down from HKD 33.3 million in 2023[12]. - The company experienced a cash outflow from operating activities of HKD 4,903 million in 2024, compared to a cash inflow of HKD 3,486 million in 2023[114]. - Cash and cash equivalents decreased from HKD 33,291 million in 2023 to HKD 28,276 million in 2024, a decrease of approximately 15.1%[114]. Corporate Governance - The board does not recommend a final dividend for the year ended June 30, 2024, consistent with the previous year[21]. - The company has not appointed a CEO, leading to a deviation from corporate governance code A.2.1 after the resignation of Mr. Gan Jianbin on December 11, 2023[29]. - The independent non-executive directors provide impartial opinions on the company's strategy and performance, ensuring the interests of all shareholders are considered[28]. - The company has adhered to all applicable provisions of the corporate governance code, except for the aforementioned deviation[25]. Risk Management - The group faces credit risk from clients, which could adversely affect its liquidity if clients fail to make timely payments[58]. - The group has experienced various risks and uncertainties that are partially beyond its control, including economic and political conditions in Hong Kong[58]. - The group conducts annual risk identification and assessment to manage potential risks affecting its objectives[49]. Employee and Management - The group employed a total of 25 employees as of June 30, 2024, compared to 26 employees in 2023[20]. - Employee costs, including director remuneration, were approximately HKD 9.4 million for the year ended June 30, 2024, compared to HKD 9.2 million in 2023[20]. - The total remuneration for the top five highest-paid individuals (excluding directors) increased to HKD 7,253 in 2024 from HKD 4,088 in 2023, reflecting an increase of approximately 78%[182]. Financial Position - The company’s total liabilities remained relatively stable, with current liabilities at HKD 5,884 million in 2023 and HKD 5,872 million in 2024[111]. - Total equity increased from HKD 36,545 million in 2023 to HKD 40,292 million in 2024, representing an increase of approximately 10.1%[112]. - Non-current assets decreased from HKD 741 million in 2023 to HKD 432 million in 2024, a decline of approximately 41.7%[111]. Audit and Compliance - The independent auditor's report confirmed that the consolidated financial statements fairly present the group's financial position as of June 30, 2024[97]. - Key audit matters included revenue recognition for construction contracts and expected credit loss provisions for trade receivables and contract assets[99]. - The group has adopted the GEM Listing Rules as a code of conduct for securities trading by its directors, ensuring compliance throughout the fiscal year[96]. Future Outlook - The group aims to enhance its market presence and explore new business opportunities in the construction sector moving forward[5]. - The group aims to expand its market share and pursue more foundation and renovation projects while maintaining prudent financial management[11]. - The group is closely monitoring the latest developments in the Hong Kong property market and will adjust strategies as necessary[11].

Financial Performance - The group's revenue decreased from approximately HKD 37.4 million for the year ended June 30, 2023, to approximately HKD 31.3 million for the year ended June 30, 2024[8]. - The group recorded a gross profit of approximately HKD 11.4 million for the year ended June 30, 2024, compared to a gross loss of approximately HKD 3.1 million for the year ended June 30, 2023[8]. - The total profit and comprehensive income for the year ended June 30, 2024, was approximately HKD 3.7 million, a significant improvement from a loss of HKD 23.2 million in 2023[8]. - The net profit for the year ended June 30, 2024, was primarily attributed to the turnaround in gross profit and the reversal of expected credit loss provisions on trade receivables and contract assets[8]. - Total revenue for the year ending June 30, 2024, is approximately HKD 31.3 million, a decrease from HKD 37.4 million in 2023, primarily due to a reduction in large construction and renovation projects[9]. - Gross profit for the year ending June 30, 2024, is approximately HKD 11.4 million, compared to a gross loss of HKD 3.1 million in 2023, attributed to an overall increase in gross profit margin[10]. - Net profit for the year ending June 30, 2024, is approximately HKD 3.7 million, a significant improvement from a net loss of HKD 23.2 million in 2023, driven by the turnaround in gross profit and recovery of expected credit losses[12]. Administrative and Financial Ratios - Administrative expenses for the year ending June 30, 2024, are approximately HKD 11.2 million, slightly down from HKD 11.3 million in 2023[11]. - The current ratio as of June 30, 2024, is approximately 7.8 times, an increase from 7.1 times in 2023, indicating a strong liquidity position[14]. - The debt-to-equity ratio as of June 30, 2024, is approximately 0.3%, down from 0.9% in 2023, reflecting a low level of financial leverage[15]. - The company maintains cash and bank balances of approximately HKD 28.3 million as of June 30, 2024, compared to HKD 33.3 million in 2023[14]. Corporate Governance - The board does not recommend a final dividend for the year ending June 30, 2024, consistent with the previous year[23]. - The board of directors includes three independent non-executive directors, exceeding one-third of the board, in compliance with GEM listing rules[29]. - The independent non-executive directors provide impartial opinions on the company's strategy, performance, and monitoring issues, ensuring the interests of all shareholders are considered[30]. - The company has adhered to all applicable provisions of the corporate governance code, except for a deviation regarding the appointment of a CEO[27]. - The board is responsible for overseeing significant matters, including the approval of overall strategies and monitoring financial performance[28]. - The company has received written confirmations of independence from all independent non-executive directors, affirming their status as independent individuals[30]. - The board consists of experienced individuals, with a balanced skill set that supports the company's business development[30]. - The company emphasizes the importance of good corporate governance practices to maintain stakeholder trust and create long-term value[26]. - The independent non-executive directors possess appropriate qualifications and relevant financial management experience[30]. - The company is in compliance with the GEM listing rules regarding the qualifications of independent non-executive directors, with at least one possessing relevant financial expertise[29]. - The board of directors has adopted a diversity policy, ensuring representation across gender, age, cultural background, and professional experience, with two female directors currently serving[34]. Audit and Compliance - The audit committee was established on December 1, 2017, and is responsible for overseeing the appointment and remuneration of external auditors, as well as reviewing the integrity of financial reports[37]. - The audit committee held meetings with senior management and independent auditors to review the independence of auditors and discuss the group's financial reporting[38]. - The company has confirmed compliance with the GEM Listing Rules regarding securities trading by directors during the reporting period[36]. - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of June 30, 2024[99]. - The independent auditor's report highlighted key audit matters, including revenue recognition for construction contracts and expected credit loss provisions[101]. - The group has adopted the GEM Listing Rules for securities trading by directors, ensuring compliance with trading standards[98]. Risk Management - The group faces several risks including reliance on successful bidding for non-recurring specialized engineering projects, which may affect revenue generation[60]. - The group's performance is dependent on the trends and developments in the Hong Kong construction industry, as well as the overall economic and political conditions in Hong Kong[60]. - The group is exposed to credit risk from customers, which could negatively affect its liquidity if customers fail to make timely payments[60]. - The group has outlined various uncertainties that could impact its business operations, many of which are beyond its control[60]. - The group’s overall risk management plan focuses on minimizing potential adverse impacts on financial performance due to market unpredictability[169]. Shareholder Communication - The company has established multiple communication channels with shareholders, including printed corporate communications and regular announcements on the stock exchange[49]. - The company encourages feedback from investors and stakeholders to enhance communication and relationships[50]. Stock Options and Capital Management - The group has a stock option plan in place, which allows for the issuance of shares up to a maximum of 10% of the issued shares, subject to shareholder approval[66]. - The stock option plan is valid for ten years from the adoption date, unless terminated earlier by shareholders[68]. - The maximum number of shares that can be issued to any participant under the stock option plan within any 12-month period is limited to 1% of the issued shares[67]. Employee Relations - The company maintains good relationships with employees, emphasizing a competitive compensation structure and performance evaluation[79]. - The company has arranged suitable directors and officers liability insurance for its directors and senior officers for the year ending June 30, 2024[82]. Financial Position and Assets - The financial summary of the group's performance, assets, and liabilities over the past five fiscal years is available in the annual report[62]. - The company’s main business involves investment holding and providing specialized engineering and general construction services in Hong Kong, with no significant changes in the nature of its operations during the year[56]. - The company has no significant capital commitments or major acquisitions as of June 30, 2024[20]. - The company has no distributable reserves as of June 30, 2024, consistent with 2023[74]. Taxation - The company did not incur any income tax expenses for the year[112]. - The group did not incur any tax liabilities for the year ended June 30, 2024, due to sufficient tax losses carried forward to offset taxable profits[186].