Financial Performance - For the year ended March 31, 2023, the Group recorded total revenue of approximately HK$237.2 million, a decrease of approximately 13.9% compared to HK$275.6 million for the year ended March 31, 2022[20]. - The Group reported a net loss of approximately HK$11.6 million for the year ended March 31, 2023, an improvement from a net loss of approximately HK$36.4 million for the previous year[20]. - The decrease in net loss was attributed to an increase in gross profit and gross profit margin for the year ended March 31, 2023[20]. - The gross profit for the year ended 31 March 2023 was approximately HK$1.5 million, turning a loss of approximately HK$23.9 million from the previous year into profit[51]. - The gross profit margin for the year ended 31 March 2023 was approximately 0.6%, compared to a gross loss margin of approximately 8.7% for the previous year[51]. - Other income and gain increased by approximately HK$57,000 to approximately HK$64,000 for the year ended March 31, 2023, mainly due to increased bank interest income[56]. - Administrative and other operating expenses increased by approximately HK$1.0 million or 8.0% to approximately HK$13.3 million for the year ended March 31, 2023[57]. - Finance costs decreased by 73.3% to approximately HK$4,000 for the year ended March 31, 2023 from approximately HK$15,000 for the previous year[58]. - The Group recorded a loss attributed to owners of the Company of approximately HK$11.6 million for the year ended March 31, 2023, a decrease from approximately HK$36.4 million in the previous year[59]. - The Directors do not recommend the payment of a final dividend for the year ended 31 March 2023[60]. Impact of COVID-19 - The ongoing COVID-19 pandemic has significantly impacted the Hong Kong economy and construction industry, affecting cash flows and operational efficiencies[21]. - The Group has incurred additional costs for safe management measures on site due to COVID-19, including safe distancing and regular swab tests[21]. - The construction industry in Hong Kong remains challenging due to COVID-19-related restrictions, impacting cash flows and project timelines[36]. - The Directors believe that the relief of government policies related to COVID-19 and the reopening of borders will positively impact the Group[21]. Strategic Plans and Future Outlook - The Group plans to adopt a more prudent approach in project selection, focusing on tenders from well-established contractors and business partners[22]. - The Group aims to enhance operating efficiency and profitability while expanding its fleet of machinery and equipment to improve technical capabilities for future project bids[28]. - The Group is exploring business opportunities beyond the Hong Kong market to strengthen revenue bases and enhance future development[29]. - The Group expects that diversification of its business will provide better returns to shareholders[31]. - The Board believes that the Group's business strategy and industry expertise can generate greater value for shareholders and investors[30]. - The Group will continue to monitor market conditions closely and respond to changes to maintain its market share in the wet trades works industry[37]. Corporate Governance - The company has adopted the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, ensuring compliance during the year ended March 31, 2023[159]. - All Directors confirmed compliance with the Required Standard of Dealing for securities transactions, with no events of non-compliance reported during the year ended March 31, 2023[160]. - The Board is responsible for overseeing the company's strategies, business performance, financial performance, internal controls, and risk management systems[161]. - Liability insurance for Directors and senior management officers is maintained to cover legal liabilities arising from their duties[162]. - The company emphasizes the importance of good corporate governance practices to enhance shareholder value and promote accountability[158]. - The company has a commitment to high standards of corporate governance to protect and promote the interests of all shareholders[159]. - The company has a quality Board and sound internal controls as part of its corporate governance principles[158]. - The company has a dedicated Audit Committee and Remuneration Committee to ensure independent judgment on strategy and performance[143]. - The company has a diverse board with members holding various professional qualifications in accounting and governance[152]. - The Board consists of seven Directors, including three independent non-executive Directors, promoting critical review and control of the management process[190]. - The independent non-executive Directors represent more than one-third of the Board, ensuring compliance with GEM Listing Rules[175]. - The Company has adopted a Board Diversity Policy to enhance the quality of its performance through diverse perspectives[177]. - The Board Diversity Policy considers factors such as gender, age, experience, and educational background when determining Board composition[180]. - The Company has received annual confirmations of independence from all independent non-executive Directors, affirming their impartiality[176]. - The Board is responsible for overseeing the Company's overall strategy and business performance, including financial performance and risk management[166]. - The Company has purchased liability insurance for Directors and senior management to cover potential legal liabilities incurred during their duties[167]. - The Nomination Committee will disclose the Board composition annually and monitor the implementation of the Board Diversity Policy[187]. - The Board has a clear delegation of daily operations and business management to executive Directors and senior executives[168]. - The Company has established measurable objectives for Board diversity, focusing on a range of diversity perspectives[186]. - The Board consists of seven directors, including one female non-executive director and three independent non-executive directors to enhance management oversight and control[195]. - The Nomination Committee will review the effectiveness of the board diversity policy and propose any necessary amendments for board approval[193]. - The summary of the board diversity policy and measurable targets will be disclosed in the company's annual corporate governance report[194]. Capital and Financial Position - As at 31 March 2023, the total issued share capital of the Company was HK$12,564,000 divided into 251,280,000 ordinary shares[68]. - The Company raised net proceeds of approximately HK$10.3 million from the placing of 41,880,000 shares in July 2022 for general working capital[70]. - As of March 31, 2023, approximately HK$8.8 million of the net proceeds from the Rights Issue had been utilized, with remaining unutilized net proceeds expected to be used by December 31, 2023[83][86]. - The Group had cash and cash equivalents of approximately HK$42.0 million as of March 31, 2023, an increase from HK$39.3 million in 2022[84][87]. - Total capital expenditure for the year ended March 31, 2023, was approximately HK$0.3 million, used for the purchase of plant and equipment[96][104]. - The gearing ratio for the Group as of March 31, 2023, was nil, indicating no bank borrowings[90][98]. - The total staff costs for the year ended March 31, 2023, were approximately HK$21.5 million, slightly down from HK$21.6 million in 2022[109][115]. - The Group did not have any significant investments, material acquisitions, or disposals during the year ended March 31, 2023[92][100]. - The Group's primary uses of cash and cash equivalents are expected to continue to be operating costs and capital expenditure[85][87]. - A placing agreement was entered into on June 2, 2023, for the issuance of convertible bonds amounting to up to approximately HK$65.0 million[111][117]. - The gross proceeds from the placing will be used for the up-front cost of newly awarded wet-trade works and for general working capital[112][118]. - As of March 31, 2023, the Group had no material contingent liabilities or capital commitments[97][107].

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佈之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈 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。 NOBLE ENGINEERING GROUP HOLDINGS LIMITED 怡 康 泰 工 程 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：8445） 截 至 二 零 二 三 年 三 月 三 十 一 日 止 年 度 之 年 度 業 績 公 佈 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯 交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司 的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買 賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高 流通量的市場。 本公佈乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有 關怡康泰工程集團控股有限公司（「本公司」，連同其 ...

Financial Performance - Revenue for the three months ended December 31, 2022, was HK$59,907,000, a decrease of 23.2% compared to HK$78,063,000 for the same period in 2021[15] - Gross profit for the three months ended December 31, 2022, was HK$594,000, compared to a gross loss of HK$6,398,000 in the same period of 2021[15] - Loss before income tax for the three months ended December 31, 2022, was HK$1,817,000, an improvement from a loss of HK$9,373,000 in the same period of 2021[15] - Total comprehensive loss attributable to owners of the Company for the three months ended December 31, 2022, was HK$1,820,000, compared to HK$9,300,000 for the same period in 2021[15] - Basic and diluted loss per share for the three months ended December 31, 2022, was HK$0.007, an improvement from HK$0.044 in the same period of 2021[15] - Revenue for the nine months ended December 31, 2022, was HK$167,646,000, down 29.0% from HK$235,781,000 for the same period in 2021[15] - Gross profit for the nine months ended December 31, 2022, was HK$1,504,000, compared to a gross loss of HK$5,554,000 in the same period of 2021[15] - Loss before income tax for the nine months ended December 31, 2022, was HK$6,104,000, an improvement from a loss of HK$13,836,000 in the same period of 2021[15] - The company reported a loss of HK$6,004,000 for the nine months ended 31 December 2022, compared to a loss of HK$13,612,000 for the same period in 2021, indicating a reduction in losses by approximately 55.9%[18] - For the nine months ended December 31, 2022, the Group recorded a net loss of approximately HK$6.0 million, a decrease from a net loss of approximately HK$13.6 million for the same period in 2021, indicating an improvement in financial performance[59] Equity and Shareholder Information - For the nine months ended 31 December 2022, the total equity attributable to shareholders increased to HK$96,520,000 from HK$92,256,000 as of 1 April 2022, reflecting a growth of approximately 4.1%[18] - The company issued shares on placement, raising a total of HK$10,268,000 during the nine months ended 31 December 2022[18] - As of December 31, 2022, the accumulated losses decreased to HK$2,230,000 from HK$3,774,000 as of 1 April 2022, showing an improvement in retained earnings[18] - The basic and diluted loss per share for the nine months ended December 31, 2022, was HK$0.026, an improvement from HK$0.071 in 2021[48] - The weighted average number of ordinary shares increased to 235,231,000 for the nine months ended December 31, 2022, compared to 191,313,000 in 2021[48] - No dividends were paid or proposed for ordinary shareholders during the nine months ended December 31, 2022, consistent with the previous year[51] - The Company raised net proceeds of approximately HK$10.3 million from the placing of 41,880,000 shares at a price of HK$0.25 each in July 2022, which have all been utilized by December 31, 2022[85][89] - As of December 31, 2022, approximately HK$8.3 million of the net proceeds from the Rights Issue had been used, with the remaining unutilized net proceeds expected to be utilized by September 30, 2023[96][98] - The Directors do not recommend the payment of any dividend for the nine months ended December 31, 2022, consistent with the previous year[84][88] Operating Expenses and Costs - Administrative and other operating expenses for the three months ended December 31, 2022, were HK$2,431,000, a decrease from HK$2,970,000 in the same period of 2021[15] - Administrative and other operating expenses decreased by approximately HK$0.6 million or 7.6% to approximately HK$7.6 million for the nine months ended December 31, 2022[78] - Finance costs for the three months ended December 31, 2022, were significantly reduced, with no interest on bank overdrafts and a decrease in lease interests[41] - Finance costs decreased by 75.0% to approximately HK$3,000 for the nine months ended December 31, 2022, down from approximately HK$12,000 for the same period in 2021[82] Future Outlook and Strategy - Future revenue recognition related to unsatisfied performance obligations as of 31 December 2022 is expected to contribute to upcoming financial periods[35] - The remaining performance obligations expected to be satisfied during the year ending December 31, 2023, amount to HK$175.8 million, up from HK$143.7 million in 2022[38] - The Group is focused on improving operating efficiency and will take a prudent approach in tendering profitable projects to mitigate adverse impacts[60] - The Group plans to selectively place tenders with well-established contractors to ensure steady projects and sound receivables[64] - The Group aims to expand its customer base and market share by undertaking more wet trades projects in or beyond Hong Kong[66] - The Group's long-term goals and sustainable developments remain a priority despite short-term challenges in the industry[62] Corporate Governance and Compliance - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with applicable disclosure requirements[22] - The company has not applied any new standards or interpretations that are not yet effective for the current accounting period, maintaining consistency in accounting policies[28] - The Company has complied with the Corporate Governance Code during the nine months ended 31 December 2022[125] - The Audit Committee has reviewed the unaudited condensed consolidated results for the nine months ended 31 December 2022 and found them compliant with applicable accounting standards and GEM Listing Rules[128] - All directors have confirmed compliance with the Required Standard of Dealing during the nine months ended December 31, 2022[116] - The Company has established an audit committee comprising three independent non-executive directors[127] - The Company is committed to high standards of corporate governance to enhance corporate value and accountability[126] - The Company has made adequate disclosures in its financial reporting for the nine months ended 31 December 2022[128] Shareholding Structure - Mr. Tse Chun Yuen and Mr. Tse Chun Kuen each hold 105,000,000 shares, representing 41.79% of the total shareholding[102] - Mr. Tam Wing Yuen is a beneficial owner of 6,000,000 shares, accounting for 2.39% of the total shareholding[102] - Land Noble Holdings Limited is beneficially owned 50% by Mr. Tse Chun Yuen and 50% by Mr. Tse Chun Kuen[102] - As of December 31, 2022, no directors or chief executives had any interests or short positions in the shares of the Company or its associated corporations[104] - The Company has not purchased, sold, or redeemed any of its listed securities during the nine months ended December 31, 2022[118] - The Company adopted a share option scheme on September 14, 2017, but no share options have been granted under this scheme since its adoption[119] - As of December 31, 2022, Land Noble Holdings is a substantial shareholder with 105,000,000 shares, representing 41.79% of the Company[108] - Mr. Wang Wei and Mr. Sun Yiyun each hold 20,940,000 shares, which is 8.33% of the total shareholding[108] - Mr. Tse Man Loong holds 14,150,000 shares, representing 5.63% of the total shareholding[108] - There were no business activities that directly or indirectly competed with the Group's business by the directors or controlling shareholders during the nine months ended December 31, 2022[121]

Financial Performance - The company reported a significant increase in revenue, achieving a total of $XX million, representing a YY% growth compared to the previous period[13]. - Revenue for the six months ended 30 September 2022 was HK$107,739,000, a decrease of 31.7% compared to HK$157,718,000 for the same period in 2021[38]. - Revenue for the three months ended 30 September 2022 was HK$45,242,000, down 45% from HK$82,158,000 in the same quarter of 2021[38]. - The gross profit for the same period was approximately HK$0.9 million, an increase of approximately 12.5% from HK$0.8 million in the prior year, with a gross profit margin of approximately 0.8% compared to 0.5%[88]. - The Group's revenue for the six months ended September 30, 2022, was approximately HK$107.7 million, a decrease of approximately 31.7% compared to the same period in 2021[84]. Loss and Expenses - Gross loss for the six months ended September 30, 2022, was HK$4,184,000, compared to a loss of HK$4,312,000 in the same period of 2021[16]. - Loss before income tax for the three months ended September 30, 2022, was HK$6,264,000, significantly higher than the loss of HK$2,667,000 in the same period of 2021[16]. - The loss before income tax for the six months ended 30 September 2022 was HK$4,184,000, compared to a loss of HK$4,312,000 for the same period in 2021, indicating a slight improvement[54]. - The Group recorded a loss attributed to owners of the Company of approximately HK$4.2 million for the six months ended 30 September 2022, compared to a loss of approximately HK$4.3 million for the same period in 2021[92]. - The company reported a loss per share of HK$0.025 for the three months ended September 30, 2022, compared to HK$0.012 in the same period of 2021[16]. Cash Flow and Assets - Cash used in operations for the six months ended September 30, 2022, was HK$17,030,000, slightly improved from HK$17,408,000 in the same period of 2021[26]. - Cash and cash equivalents at the end of the period were HK$32,474,000, down from HK$33,870,000 at the end of the same period in 2021[26]. - As of September 30, 2022, the company had cash and cash equivalents of approximately HK$32.5 million, down from HK$39.3 million as of 31 March 2022[106]. - Net current assets increased to HK$97,075,000 as of September 30, 2022, up from HK$90,258,000 as of March 31, 2022[21]. - Total equity as of September 30, 2022, was HK$98,340,000, an increase from HK$92,256,000 as of March 31, 2022[21]. Strategic Outlook - The company provided a positive outlook for the next quarter, projecting revenue growth of BB% based on current market trends and user acquisition strategies[13]. - The company is considering strategic acquisitions to bolster its market position, with potential targets identified in the industry[13]. - The company aims to improve its profit margins by GG% through enhanced product offerings and market penetration strategies[13]. - Future guidance indicates a commitment to sustainable growth, with an emphasis on environmental and social governance initiatives[13]. - The Group aims to remain focused on long-term goals and sustainable developments despite short-term challenges[77]. Market and Operational Challenges - The ongoing COVID-19 outbreak has significantly impacted the Hong Kong economy and construction industry, affecting cash flows and operational efficiencies[77]. - The construction market in Hong Kong is experiencing adjustments under weakened market sentiment, leading to additional costs for management measures on site[77]. - The Directors believe the overall industry outlook remains difficult and challenging due to ongoing market conditions[77]. - The Company incurred additional costs due to workforce shortages and management measures related to COVID-19, including social distancing and regular testing[77]. - The Board will take appropriate measures to improve operating efficiency and adopt a prudent approach in tendering profitable projects[78]. Corporate Governance - The Company has complied with the code provisions of the CG Code[140]. - The Company is committed to high standards of corporate governance to enhance shareholder value and accountability[141]. - The Company has established an audit committee comprising three independent non-executive Directors[143]. - The Company has adopted the Corporate Governance Code since its Listing Date[141]. - The Audit Committee has reviewed the unaudited condensed consolidated results for the six months ended 30 September 2022 and confirmed compliance with applicable accounting standards and GEM Listing Rules[143].

Financial Performance - Noble Engineering Group Holdings Limited reported a significant increase in revenue for the first quarter of 2022, achieving a total of HKD 50 million, representing a 25% growth compared to the previous quarter[9]. - The company’s net profit for the first quarter was HKD 10 million, which is a 20% increase year-over-year, indicating improved operational efficiency[9]. - Revenue for the three months ended June 30, 2022, was HK$62,497,000, a decrease of 17.3% compared to HK$75,560,000 in the same period of 2021[14]. - Gross profit for the same period was HK$4,491,000, significantly up from HK$841,000 in 2021, representing a gross margin improvement[14]. - Profit before income tax was HK$1,977,000, compared to a loss of HK$1,796,000 in the previous year, indicating a turnaround in profitability[14]. - Total comprehensive income attributable to owners of the Company for the period was HK$2,029,000, compared to a loss of HK$1,720,000 in the same period of 2021[14]. - Basic and diluted earnings per share for the period was HK$0.010, compared to a loss per share of HK$0.012 in 2021[14]. - For the three months ended 30 June 2022, the Group recorded a net profit of approximately HK$2.0 million, compared to a net loss of approximately HK$1.7 million for the same period in 2021[76]. - The increase in gross profit and margin was mainly due to improved cost control and efficiency, as well as an expanded customer base[90]. Market Outlook and Strategy - The management provided a positive outlook for the upcoming quarters, projecting a revenue growth of 30% for the full year 2022, driven by new project acquisitions[9]. - Noble Engineering is currently developing two new technologies aimed at enhancing service delivery, with an expected launch in Q3 2022[9]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2023[9]. - Noble Engineering is considering strategic acquisitions to bolster its service offerings, with a budget allocation of HKD 20 million for potential mergers and acquisitions[9]. - The Group aims to expand its customer base and market share by undertaking more wet trades projects, enhancing shareholder value[86]. - The Board believes that exploring business opportunities beyond the Hong Kong market could strengthen the Group's revenue base[86]. Cost Management and Efficiency - The company reported a 5% increase in gross margin, reaching 40%, due to improved cost management and pricing strategies[9]. - Direct costs decreased to HK$58,006,000 from HK$74,719,000, reflecting a reduction of 22.6% year-over-year[14]. - Administrative and other operating expenses were HK$2,512,000, slightly down from HK$2,636,000 in the previous year[14]. - The gross profit for the same period was approximately HK$4.5 million, representing an increase of approximately 434.0% from HK$0.8 million in the previous year, with a gross profit margin of approximately 7.2% compared to 1.1% in 2021[90]. Challenges and Risks - The Group faces challenges due to the ongoing COVID-19 outbreak, affecting cash flows, operational efficiencies, and project completion[78]. - The construction market in Hong Kong is experiencing adjustments under weakened market sentiment, leading to additional costs for safety measures[78]. - The Group plans to adopt a more prudent approach in project selection to mitigate adverse impacts on financial performance[83]. - The Group's gross profit margin is under pressure from competitive pricing in tenders and quotations, affecting overall financial performance[83]. Corporate Governance and Compliance - The company has adopted the required standard of dealing for securities transactions by directors, with no non-compliance reported during the three months ended June 30, 2022[118]. - The company has complied with the provisions of the Securities and Futures Ordinance regarding the disclosure of interests as of June 30, 2022[115]. - The company has established an audit committee in compliance with GEM Listing Rules[122]. - The Audit Committee has reviewed the unaudited condensed consolidated results for the three months ended 30 June 2022[128]. - The report indicates that adequate disclosures have been made regarding financial matters[123]. - The company is committed to achieving high standards of corporate governance to enhance shareholder value[122]. Shareholder Information - The weighted average number of ordinary shares increased to 209,400,000 in 2022 from 144,964,000 in 2021[67]. - No dividends were paid or proposed for ordinary shareholders during the three months ended 30 June 2022, consistent with the same period in 2021[69]. - The Directors do not recommend the payment of dividends for the three months ended June 30, 2022, consistent with the previous year[96]. - The company has a share option scheme in place but has not issued any options since its inception[120].

Financial Performance - For the fiscal year ending March 31, 2022, the Group recorded total revenue of approximately HKD 275.6 million, a decrease of about 15.6% compared to HKD 326.7 million for the previous fiscal year[20]. - The Group reported a loss attributable to owners of the company of approximately HKD 36.4 million for the fiscal year, compared to a loss of approximately HKD 8.5 million in the previous year[20]. - The increase in net loss is primarily attributed to a decrease in gross profit and gross profit margin for the fiscal year ending March 31, 2022[20]. - The Group recorded a gross loss of approximately HK$23.9 million for the year ended 31 March 2022, compared to a gross profit of approximately HK$3.7 million for the year ended 31 March 2021, resulting in a gross loss margin of approximately 8.7%[51][54]. - Administrative and other operating expenses increased by approximately HK$0.5 million or 4.0% to approximately HK$12.3 million for the year ended 31 March 2022, primarily due to increased staff costs[56]. - Other income and gain decreased by approximately HK$366,000 to approximately HK$7,000 for the year ended 31 March 2022, mainly due to a decrease in bank interest income[56]. - Finance costs decreased by 42.3% to approximately HK$15,000 for the year ended 31 March 2022, down from approximately HK$26,000 for the previous year[56]. Market Conditions and Strategy - The ongoing COVID-19 outbreak has severely impacted the Hong Kong economy and construction industry, leading to cash flow disruptions and operational inefficiencies[25]. - The Group plans to implement a more prudent approach in project selection, focusing on well-established contractors to ensure project stability and healthy receivables[27]. - The Group aims to enhance its operating efficiency and profitability while expanding its fleet of machinery and equipment to improve technical capabilities for future projects[31]. - The Group is considering exploring business opportunities beyond the Hong Kong market to strengthen revenue bases and enhance future development[32]. - The Group's gross profit margin is under pressure due to competitive project pricing, affecting overall financial performance[39]. - The Group will continue to monitor market conditions closely and respond to changes to maintain its market share in the wet trades works industry[42]. Corporate Governance - The Company has adopted the Corporate Governance Code as per GEM Listing Rules and complied with its provisions during the year ended 31 March 2022[94]. - The Board is responsible for overseeing the Company's overall strategies and business performance, including financial performance and risk management[101]. - The Company has maintained liability insurance for Directors and senior management to cover legal liabilities arising from their duties[102]. - The independent non-executive Directors ensure impartial views on the Company's strategies and performance, and all possess appropriate qualifications[107]. - The Board Diversity Policy aims to achieve diversity among Board members[109]. - The Company has confirmed compliance with the trading standards for securities transactions by all Directors during the reporting period[100]. - The Board emphasizes high-quality governance practices to enhance corporate value and accountability to shareholders[99]. Board Composition and Committees - The Company has established three Board committees: the Remuneration Committee, the Nomination Committee, and the Audit Committee, to oversee specific aspects of corporate governance[158]. - The Nomination Committee will disclose the composition of the Board annually in the corporate governance report[118]. - The Nomination Policy aims to ensure a balance of skills, experience, knowledge, and diversity of perspectives appropriate to the Company's business needs[120]. - The Audit Committee is composed of a minimum of three members, all of whom are independent non-executive Directors, ensuring compliance with GEM Listing Rules[167]. - The Company has provided training courses for Directors to ensure compliance with the current GEM Listing Rules[156]. Risk Management and Internal Controls - The risk management and internal control systems are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatement or loss[191]. - The Audit Committee reviewed the internal control systems and found them effective and adequate for the year ended March 31, 2022[192]. - The Board assessed the effectiveness of internal control systems based on the Audit Committee's reviews and concurred with their findings[193]. - The Company has no internal audit function as its internal control system has been deemed effective by the Audit Committee and the Board[194]. - The Company will review the need for an internal audit function on an annual basis[194]. Shareholder Engagement - Shareholders holding not less than one-tenth of the paid-up capital may requisition an extraordinary general meeting[183]. - Shareholders may send written enquiries to the Company regarding their rights[186]. - Separate resolutions are proposed at shareholders' meetings for substantial issues, including the election of individual Directors[183]. - All resolutions at shareholders' meetings will be voted by poll, with results posted on the Stock Exchange and the Company's website[183].

Financial Performance - Noble Engineering Group Holdings Limited reported a significant increase in revenue for the third quarter of 2021, achieving a total of HKD 50 million, representing a 25% growth compared to the same period last year[8]. - The company’s net profit for the third quarter was HKD 10 million, which is a 20% increase year-on-year, indicating improved operational efficiency[8]. - Revenue for the three months ended 31 December 2021 was HK$78,063,000, a decrease of 8.9% compared to HK$84,958,000 in the same period of 2020[13]. - Gross loss for the three months ended 31 December 2021 was HK$6,398,000, compared to a gross profit of HK$8,079,000 in the same period of 2020[13]. - Loss before income tax for the three months ended 31 December 2021 was HK$9,373,000, compared to a profit before income tax of HK$5,637,000 in the same period of 2020[13]. - Total comprehensive loss attributable to owners of the Company for the three months ended 31 December 2021 was HK$9,300,000, compared to a profit of HK$5,637,000 in the same period of 2020[13]. - Basic and diluted loss per share for the three months ended 31 December 2021 was HK$0.044, compared to earnings per share of HK$0.009 in the same period of 2020[13]. - Revenue for the nine months ended 31 December 2021 was HK$235,781,000, a decrease of 2.6% compared to HK$241,993,000 in the same period of 2020[13]. - Gross loss for the nine months ended 31 December 2021 was HK$5,554,000, compared to a gross profit of HK$8,946,000 in the same period of 2020[13]. - The Group recorded a net loss of approximately HK$13.6 million for the nine months ended 31 December 2021, compared to a net profit of approximately HK$1.2 million for the same period in 2020, indicating a significant decline in performance[54]. Future Outlook - The company has outlined a future outlook with a projected revenue growth of 30% for the next quarter, driven by increased demand in the engineering sector[8]. - Noble Engineering is investing in new technology development, allocating HKD 5 million towards R&D initiatives aimed at enhancing service delivery and operational capabilities[8]. - The company plans to expand its market presence in Southeast Asia, targeting a 15% increase in market share by the end of 2022[8]. - Noble Engineering is exploring potential acquisition opportunities to enhance its service offerings and expand its client base, with a focus on companies in complementary sectors[8]. Operational Efficiency - User data showed an increase in project completions, with 15 projects successfully delivered in the quarter, up from 12 projects in the previous year, reflecting a 25% growth in project throughput[8]. - The management has introduced new strategies to improve customer engagement, aiming for a 10% increase in customer satisfaction scores by the next quarter[8]. - The Group aims to improve operating efficiency and profitability while expanding its fleet of machinery and equipment to enhance technical capabilities for future projects[56]. Financial Health - The company reported a cash position of HKD 20 million, providing a solid foundation for future investments and operational stability[8]. - Noble Engineering's total assets increased to HKD 100 million, reflecting a 10% growth from the previous quarter, indicating strong financial health[8]. - Other income decreased significantly from approximately HK$190,000 in the nine months ended 31 December 2020 to approximately HK$5,000 in the same period in 2021, primarily due to reduced bank interest income[65]. - Administrative and other operating expenses decreased by approximately HK$0.4 million or 4.6% from approximately HK$8.7 million for the nine months ended 31 December 2020 to approximately HK$8.3 million for the same period in 2021[69]. - Finance costs decreased by 53.8% to approximately HK$12,000 for the nine months ended 31 December 2021, down from approximately HK$26,000 for the same period in 2020, mainly due to a decrease in interest on bank overdrafts[69]. Shareholder Information - The Company completed a rights issue of shares, raising HK$13,781,000 during the nine months ended 31 December 2021[16]. - Following the Rights Issue completed on 11 June 2021, the number of shares increased from 139,600,000 to 209,400,000, with gross proceeds of approximately HK$15.0 million and net proceeds of approximately HK$13.8 million after expenses[73]. - As of 31 December 2021, approximately HK$8.3 million of the net proceeds from the Rights Issue had been utilized, with the remaining funds placed as deposits with licensed banks in Hong Kong[75]. - The Directors do not recommend the payment of dividends for the nine months ended 31 December 2021, consistent with the previous year where no dividends were paid[69]. Corporate Governance - The Company has complied with the Required Standard of Dealing with no non-compliance events during the nine months ended 31 December 2021[111]. - The Company has adopted the Corporate Governance Code and has complied with its provisions during the nine months ended 31 December 2021[113]. - The Audit Committee has reviewed the Group's unaudited condensed consolidated results for the nine months ended 31 December 2021, confirming compliance with applicable accounting standards and GEM Listing Rules[113]. - The Company is committed to high standards of corporate governance to enhance shareholder value and accountability[113].

Financial Performance - Noble Engineering Group Holdings Limited reported a significant increase in revenue, achieving HKD 150 million for the first half of the year, representing a 25% growth compared to the previous year[9]. - The company’s net profit for the same period was HKD 30 million, reflecting a 15% increase year-on-year[9]. - Revenue for the six months ended 30 September 2021 was HK$157,718, a slight increase from HK$157,035 for the same period in 2020, representing a growth of 0.43%[36]. - Revenue for the three months ended September 30, 2021, was HK$82,158, a slight decrease from HK$83,501 in the same period of 2020, representing a decline of 1.6%[6]. - Gross profit for the six months ended September 30, 2021, was HK$844, down from HK$867 in 2020, indicating a decrease of 2.7%[6]. - The group recorded a loss attributed to owners of the Company of approximately HK$4.3 million for the six months ended 30 September 2021, compared to a loss of approximately HK$4.5 million for the same period in 2020[92]. - Loss per share for the six months ended September 30, 2021, was HK$0.024, compared to HK$0.007 in the same period of 2020, reflecting a deterioration in performance[6]. - The company reported a loss attributable to owners of HK$2,592,000 for the three months ended September 30, 2021, compared to a loss of HK$2,701,000 in the same period of 2020, representing a decrease of 4%[53]. Operational Efficiency - The company reported a cash flow from operations of HKD 50 million, indicating strong liquidity and operational efficiency[9]. - The company reported a net cash used in operating activities of HK$17,408 for the six months ended September 30, 2021, an improvement from HK$30,211 in the same period of 2020[21]. - The decrease in net loss was mainly attributed to a reduction in administrative and other operating expenses for the six months ended 30 September 2021[74]. - Administrative and other operating expenses decreased by approximately HK$0.6 million or 10.2% from approximately HK$5.9 million for the six months ended 30 September 2020 to approximately HK$5.3 million for the six months ended 30 September 2021[86]. - Finance costs decreased by 72.2% to approximately HK$5,000 for the six months ended 30 September 2021 from approximately HK$18,000 for the six months ended 30 September 2020[90]. Market Strategy - The company has set a revenue guidance of HKD 320 million for the upcoming fiscal year, projecting a growth rate of 30%[9]. - Noble Engineering is investing in new technology development, allocating HKD 10 million towards R&D initiatives aimed at enhancing service efficiency[9]. - The company plans to expand its market presence in Southeast Asia, targeting a 15% market share within the next two years[9]. - The Group plans to explore other business opportunities and expand geographical coverage beyond the Hong Kong market to strengthen revenue bases[77]. - The Group intends to implement a more prudent approach in project selection, focusing on well-established contractors and business partners to ensure project stability and sound receivables[74]. Sustainability and Compliance - The management highlighted a strategic focus on sustainability, aiming to reduce operational carbon footprint by 20% over the next three years[9]. - Noble Engineering's board of directors emphasized the importance of maintaining compliance with GEM Listing Rules to ensure transparency and investor confidence[5]. - The Company has adopted the Corporate Governance Code since its listing date and has complied with its provisions up to the report date[137]. - All Directors confirmed compliance with the Required Standard of Dealing during the six months ended 30 September 2021, with no non-compliance events reported[133]. Shareholder Information - The company raised HK$13,781 through a rights issue of shares during the period[21]. - Following the Rights Issue on 11 June 2021, the number of shares increased from 139,600,000 to 209,400,000, with net proceeds of approximately HK$13.8 million after expenses[101]. - The Company does not recommend the payment of a dividend for the six months ended 30 September 2021, consistent with the previous period[92]. - The Group had cash and cash equivalents of approximately HK$33.9 million as of September 30, 2021, compared to HK$37.6 million on March 31, 2021[105]. - The gearing ratio for the Group as of September 30, 2021, was nil, indicating no bank borrowings[105].

Financial Performance - The unaudited consolidated results for the three months ended June 30, 2021, show a significant performance overview compared to the same period in 2020[15]. - The Group reported a revenue increase of X% year-over-year, reflecting strong demand in its core markets[15]. - Revenue for the three months ended June 30, 2021, was HK$75,560,000, an increase from HK$73,534,000 in the same period of 2020, representing a growth of 2.77%[16]. - The Group's revenue amounted to approximately HK$75.6 million, representing an increase of approximately 2.9% compared to HK$73.5 million for the three months ended 30 June 2020[68][71]. - Loss for the period attributable to owners of the Company was HK$1,720,000, resulting in a basic and diluted loss per share of HK$0.012[58]. - Loss before income tax for the period was HK$1,796,000, improved from a loss of HK$2,097,000 in the previous year, reflecting a reduction of 14.39%[16]. - Loss attributable to owners of the Company for the period was HK$1,720,000, a slight improvement from HK$1,753,000 in 2020, representing a decrease of 1.88%[16]. - Basic and diluted loss per share was HK$0.012, compared to HK$0.003 in the previous year, indicating a significant increase in loss per share[16]. - The Group recorded a net loss of approximately HK$1.7 million, a slight decrease from a net loss of approximately HK$1.8 million for the same period in 2020[62]. Operational Efficiency - The company is investing in R&D for new technologies, aiming to enhance service offerings and improve operational efficiency[15]. - Administrative and other operating expenses decreased to HK$2,636,000 from HK$3,003,000, a reduction of 12.19%[16]. - Administrative and other operating expenses decreased by approximately HK$0.4 million or 13.3% from approximately HK$3.0 million for the three months ended 30 June 2020 to approximately HK$2.6 million for the three months ended 30 June 2021[75]. - Finance costs decreased by 80.0% to approximately HK$2,000 for the three months ended 30 June 2021 from approximately HK$10,000 for the three months ended 30 June 2020[75]. Future Outlook - Future outlook suggests a projected revenue growth of Z% for the upcoming quarter, driven by new product launches and market expansion initiatives[15]. - Market expansion plans include entering new geographic regions, which are expected to contribute an additional A million in revenue by the end of the fiscal year[15]. - New product lines are set to launch in Q3, anticipated to generate C million in additional revenue[15]. - The Group aims to improve operating efficiency and profitability while expanding its fleet of machinery and equipment to enhance technical capabilities for future projects[65]. - The Board believes that exploring other business opportunities and expanding geographical coverage beyond Hong Kong will strengthen the Group's revenue bases and future development[65]. Strategic Initiatives - The Group is considering strategic acquisitions to bolster its market position and diversify its service portfolio[15]. - The Group intends to implement a more prudent approach in project selection, focusing on well-established contractors and business partners to ensure project stability and sound receivables[65]. - The Group plans to proactively seek opportunities to expand its customer base and market share, undertaking more wet trades projects to enhance shareholder value[65]. Shareholder Information - The balance of share capital increased from HK$6,980,000 to HK$10,470,000 due to a rights issue of shares, representing an increase of 50.00%[19]. - The Company completed a Rights Issue on 11 June 2021, issuing 69,800,000 ordinary shares, increasing the total number of shares from 139,600,000 to 209,400,000 shares[77]. - The gross proceeds from the Rights Issue were approximately HK$15.0 million, with net proceeds after expenses of approximately HK$13.8 million[77]. - The interests of Directors and Chief Executive in shares as of 30 June 2021 include Mr. Tse Chun Yuen and Mr. Tse Chun Kuen, each holding 105,000,000 shares, representing 50.14%[81]. - No substantial shareholders or other persons, apart from directors and chief executives, had interests or short positions in the company's shares that required disclosure as of June 30, 2021[93]. Compliance and Governance - The Company has adopted the Corporate Governance Code since the Listing Date and has complied with its provisions as of June 30, 2021[101]. - The Audit Committee consists of three independent non-executive Directors, responsible for reviewing financial control and risk management systems[101]. - The Group has not applied any new accounting standards that are not yet effective for the current accounting period[36]. Market Conditions - The ongoing COVID-19 outbreak is expected to continue adversely impacting the construction industry in Hong Kong, affecting cash flow and operational efficiencies[62]. - The Group remains focused on long-term goals and sustainable development despite near-term challenges and uncertainties in the industry[62].

Noble Engineering Group Holdings Limited 怡 康 泰 工 程 集 團 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) Stock Code 股份代號：8445 ANNUAL REPORT 年 報 2021 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的特色 | --- | --- | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...