Polyfair Holdings Limited 寶發控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） Stock Code 股份代號 : 8532 2019/20 Third Quarterly Report 第三季度業績報告 GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due ...

Financial Performance - Revenue for the six months ended September 30, 2019, was HK$154,729,000, representing a 44.3% increase from HK$107,070,000 in the same period of 2018[11] - Gross profit for the same period was HK$10,652,000, up from HK$9,985,000, indicating a gross margin improvement[11] - Profit for the period was HK$3,277,000, compared to a loss of HK$498,000 in the prior year, marking a significant turnaround[11] - Earnings per share for the period was HK$0.41, compared to a loss per share of HK$0.06 in the previous year[11] - The company reported a total comprehensive income of HK$3,275,000 for the period, compared to a total comprehensive loss of HK$577,000 in the previous year[11] - For the six months ended September 30, 2019, total revenue was HK$154,729,000, an increase of 44.4% from HK$107,070,000 in the same period of 2018[110] - The Group reported a profit attributable to owners of the Company of HK$3,277,000, compared to a loss of HK$498,000 for the same period in 2018, representing a significant turnaround[131] Assets and Liabilities - Current assets increased to HK$197,633,000 from HK$178,765,000, reflecting a growth of 10.5%[12] - Contract assets rose to HK$128,070,000, up from HK$104,564,000, showing a 22.5% increase[12] - Trade receivables increased to HK$32,312,000 from HK$23,616,000, a growth of 36.8%[12] - Total equity as of September 30, 2019, was HK$64,639,000, up from HK$61,453,000, indicating a 3.6% increase[12] - The total equity attributable to owners of the company decreased to HK$67,515,000 as of September 30, 2019, from HK$68,092,000 as of April 1, 2018[14] - The Group's bank borrowings rose to HK$104,050,000 as of September 30, 2019, up from HK$97,363,000 as of March 31, 2019, indicating an increase of about 7%[163] - The total amount of trade and other payables was HK$40,934,000 as of September 30, 2019, compared to HK$32,425,000 as of March 31, 2019, reflecting an increase of approximately 26%[158] Expenses and Costs - Administrative expenses decreased to HK$6,742,000 from HK$8,180,000, a reduction of 17.6%[11] - Total staff costs increased to HK$19,955,000, up 21.1% from HK$16,454,000 in 2018[121] - Finance costs increased to HK$2,844,000, up 12% from HK$2,538,000 in 2018[119] - Profit before taxation for the period was impacted by increased staff costs and depreciation, with total depreciation amounting to HK$1,204,000[121] Revenue Breakdown - Revenue from residential properties decreased to HK$25,709,000, down 59.6% from HK$63,665,000 in 2018[110] - Revenue from commercial properties increased significantly to HK$129,020,000, up 196.5% from HK$43,405,000 in 2018[110] - Revenue from two sizable projects, Yeung Uk Road and Yue Man Square, increased by approximately HK$50.8 million, from approximately HK$37.4 million to approximately HK$88.2 million during the same period[193][196] Projects and Operations - The Group has seven ongoing projects with a total preliminary contract amount of approximately HK$519.3 million as of 30 September 2019[188] - The Group was awarded one new project, Kai Tak KT1K, with a total contract sum of approximately HK$200.0 million during the Reporting Period[183] - Subsequent to the Reporting Period, the Group was awarded another new project, HKFYG, with a total contract sum of approximately HK$15.4 million[184] - The Group's construction contracts as of 30 September 2019 amounted to HK$128,832,000, an increase from HK$105,326,000 as of 31 March 2019[140] Accounting Policies and Standards - The Group has applied HKFRS 16 for the first time, which supersedes HKAS 17 "Leases" and related interpretations[34] - The application of new HKFRSs did not have any material impact on the Group's condensed consolidated financial statements, except as described[31] - The accounting policies and calculation methods used for the interim financial statements are consistent with those followed in the previous annual financial statements[31] - The Group recognizes lease liabilities at the present value of unpaid lease payments at the lease commencement date[59] Taxation and Refunds - The Group received a tax refund of approximately HK$2.3 million for the six months ended 30 September 2019, arising from prior years[125] - The Group has no operations outside Hong Kong and the PRC, resulting in no provision for taxation in other jurisdictions[126] Management Outlook - Management remains optimistic about the core business despite economic slowdown, aiming to strengthen sales efforts and expand the customer base for sustainable growth[192][195]

Financial Performance - Revenue for the three months ended June 30, 2019, was HK$80,281,000, an increase of 40.1% compared to HK$57,300,000 in the same period of 2018[8]. - Gross profit for the same period was HK$5,687,000, a decrease of 6.8% from HK$6,105,000 in 2018[8]. - Profit before taxation for the period was HK$995,000, compared to a loss of HK$114,000 in the previous year[8]. - Profit for the period was HK$879,000, a significant improvement from a loss of HK$382,000 in the same period of 2018[8]. - Total comprehensive income for the period was HK$861,000, compared to a total comprehensive loss of HK$598,000 in 2018[8]. - Basic earnings per share for the period was HK$0.11, compared to a loss per share of HK$0.05 in the previous year[8]. - The Group reported a profit before taxation of HK$1,000,000 for the three months ended June 30, 2019, compared to a loss in the same period of 2018[44]. - For the three months ended June 30, 2019, the profit was approximately HK$0.9 million, compared to a loss of approximately HK$0.4 million for the same period in 2018, mainly due to a decrease in administrative expenses of approximately HK$1.3 million[84][88]. Revenue Breakdown - Revenue from residential properties was HK$71,251,000, up 43.8% from HK$49,559,000 in 2018, while revenue from commercial properties increased by 16.6% to HK$9,030,000 from HK$7,741,000[37]. - Major customer B contributed HK$52,223,000, accounting for over 10% of total revenue, while customer A contributed HK$13,132,000, and customer C's revenue was less than 10% of total revenue[40]. - The Group recognized total revenue of approximately HK$69.0 million during the reporting period, with a new project awarded, Kai Tak KT1K, amounting to approximately HK$200.0 million[57][62]. Expenses and Costs - Administrative expenses decreased to HK$3,317,000 from HK$4,653,000, reflecting a reduction of 28.7%[8]. - Total staff costs for the period were HK$9,041,000, an increase of 9.8% from HK$8,235,000 in 2018[44]. - The cost of sales increased by approximately 45.7% to approximately HK$74.6 million for the three months ended June 30, 2019, up from approximately HK$51.2 million for the same period in 2018[68]. - Gross profit decreased by approximately HK$0.4 million to approximately HK$5.7 million, with the average gross profit margin declining from approximately 10.6% to approximately 7.1%, a decrease of approximately 3.5 percentage points[73]. - Administrative expenses decreased from approximately HK$4.7 million for the three months ended June 30, 2018, to approximately HK$3.3 million for the same period in 2019, primarily due to reduced employee costs[79][88]. - Financing costs increased from approximately HK$0.1 million for the three months ended June 30, 2018, to approximately HK$1.4 million for the same period in 2019, attributed to increased bank borrowings[80]. Taxation and Dividends - The Hong Kong Profits Tax for the period was HK$115,000, calculated at a rate of 16.5% on estimated assessable profits[47]. - No dividends were declared or proposed for the three months ended June 30, 2019, consistent with the previous year[49]. - The income tax expenses decreased by approximately HK$0.2 million from approximately HK$0.3 million for the three months ended June 30, 2018, to approximately HK$0.1 million for the same period in 2019[83][87]. Corporate Structure and Governance - The company operates primarily in the construction and engineering business, with its shares listed on GEM since February 23, 2018[12]. - The company was incorporated in the Cayman Islands on May 25, 2017, and its shares were listed on GEM on February 23, 2018[1]. - The group underwent a reorganization prior to the listing, with Mr. Chow and Mr. Yu holding 83% and 17% of Polyfair HK, respectively[19]. - The entire issued share capital of Polyfair HK was transferred to Polyfair BVI on January 19, 2018, making Polyfair HK wholly owned by Polyfair BVI[21]. - The company has complied with all applicable code provisions set out in the Corporate Governance Code as of June 30, 2019[120]. - The Audit Committee comprises three independent non-executive directors, with Dr. Lung Cheuk Wah as the chairman[122]. - The Company has not identified any competing interests among its directors as of June 30, 2019[110]. Share Capital and Ownership - The authorized share capital of the company is HK$380,000, divided into 38,000,000 shares of HK$0.01 each[20]. - As of June 30, 2019, Mr. Chow Mo Lam held a long position of 600,000,000 shares, representing 75% of the company's shareholding[97][98]. - C.N.Y. Holdings Limited directly holds 600,000,000 shares, representing 75% of the issued capital of the Company[106]. - Mr. Chow Mo Lam owns 83% of C.N.Y. Holdings Limited, while Mr. Yu Lap On owns 17%[108]. - As of June 30, 2019, no other directors or chief executives had interests in the shares or debentures of the Company[101]. Compliance and Internal Controls - The financial statements for the reporting period have not been audited by independent auditors but have been reviewed by the audit committee[26]. - The company has established internal control procedures overseen by the Audit Committee[126]. - The compliance adviser, First Shanghai Capital Limited, has no interests in relation to the Company other than the compliance adviser agreement[121]. - The Company has maintained compliance with the GEM Listing Rules as of the report date[128]. - The Audit Committee's responsibilities include reviewing financial statements and providing advice on financial reporting[126].

Revenue and Financial Performance - The total revenue of Polyfair Holdings Limited decreased by approximately HK$56.0 million or 20.6%, from approximately HK$271.8 million for the year ended March 31, 2018, to approximately HK$215.8 million for the year ended March 31, 2019[22]. - The decrease in revenue was mainly due to the substantial completion of two sizable projects, with a significant portion of revenue recognized prior to the reporting period, and delays in two current projects caused by changes in building design and delayed work progress[22]. - The total revenue of the Group decreased by approximately HK$56.0 million or 20.6% from approximately HK$271.8 million for the year ended 31 March 2018 to approximately HK$215.8 million for the year ended 31 March 2019[42]. - The Group's gross profit decreased by approximately HK$25.1 million from approximately HK$37.5 million for the year ended 31 March 2018 to approximately HK$12.4 million for the year ended 31 March 2019, with the average gross profit margin dropping from approximately 13.8% to approximately 5.7%, a decrease of approximately 8.1 percentage points[52][56]. - The loss for the year ended 31 March 2019 was approximately HK$6.6 million compared to a profit of approximately HK$4.2 million for the year ended 31 March 2018, mainly due to decreased gross profit and increased administrative expenses[64][70]. Project and Market Outlook - The Group is optimistic about the future of the façade and curtain wall works solution industry in Hong Kong, driven by government initiatives to increase public housing supply and land supply for private housing and commercial buildings[23]. - The demand for façade and curtain wall works is driven by the construction of residential buildings, which increased from 17,791 new units in 2017 to 20,968 new units in 2018[35]. - The Hong Kong Government's efforts to develop areas like Kowloon East as new business areas are expected to drive demand for office buildings and related façade works[40]. - The Group remains optimistic about its core business despite the economic slowdown, believing there is a market for quality façade and curtain wall works in Hong Kong[41]. Costs and Expenses - The cost of sales decreased to approximately HK$203.4 million for the year ended 31 March 2019 from approximately HK$234.4 million for the year ended 31 March 2018, representing a decrease of approximately 13.2%[46]. - Administrative expenses increased by approximately HK$2.4 million from approximately HK$11.8 million for the year ended 31 March 2018 to approximately HK$14.2 million for the year ended 31 March 2019, primarily due to increased staff costs and rental expenses[55][59]. - Finance costs rose from approximately HK$3.0 million for the year ended 31 March 2018 to approximately HK$5.2 million for the year ended 31 March 2019, attributed to increased average bank borrowings[61][67]. Cash Flow and Financial Position - Cash and bank balances as at 31 March 2019 were approximately HK$14.8 million, a decrease of approximately HK$49.5 million from HK$64.3 million as at 31 March 2018, primarily due to cash used in daily operations and repayment of bank borrowings[74]. - The current ratio of the Group as at 31 March 2019 was 1.4 times, an increase from 1.2 times as at 31 March 2018, while the gearing ratio increased from approximately 23.0% to approximately 45.1%[77]. - The Group's outstanding borrowings as at 31 March 2019 were approximately HK$94.5 million, down from HK$110.2 million in 2018, with a portion repayable after one year decreasing from HK$7.0 million to approximately HK$2.9 million[76]. Use of Proceeds and Financial Strategy - The company raised approximately HK$56 million through share issuance, with a net amount of about HK$28.2 million after deducting listing expenses[109]. - Approximately 51.4% of the net proceeds, or HK$14.5 million, will be used to strengthen the financial position, including settling upfront costs of new projects[111]. - About 39.8% of the net proceeds, or HK$11.2 million, is allocated for expanding operational teams[111]. - The actual use of net proceeds up to March 31, 2019, was HK$22 million, which is lower than the planned HK$28.2 million[114]. Risks and Challenges - The company faces potential cost overruns due to changes in building material costs, staff costs, and subcontracting fees, which could materially affect financial performance[110]. - There may be difficulties in refinancing or an increase in financing costs, impacting the company's financial stability[110]. - The cash flow of projects may fluctuate, posing risks to operational efficiency[110]. - The company relies on subcontractors for project completion, and underperformance or unavailability of these subcontractors could adversely affect operations and profitability[110]. Management and Governance - The company emphasizes compliance with contract specifications in project management, ensuring quality assurance and control procedures are implemented effectively[129]. - The independent non-executive directors bring extensive experience in finance and corporate governance, with Dr. Lung Cheuk Wah having over 30 years in company secretary and financial roles[131]. - The company has complied with the applicable code provisions as set out in the Corporate Governance Code for the year ended March 31, 2019[155]. - The Board currently comprises six Directors, including three executive Directors and three independent non-executive Directors[164]. - The Board is collectively responsible for directing and supervising the Company's affairs and ensuring sound internal control and risk management systems[190].

Financial Performance - Revenue for the nine months ended December 31, 2018, was HK$149,699,000, a decrease of 21.3% compared to HK$190,103,000 for the same period in 2017[9] - Gross profit for the same period was HK$13,779,000, down 49.6% from HK$27,350,000 in 2017[9] - Loss before taxation for the nine months was HK$873,000, compared to a profit of HK$10,450,000 in the previous year[9] - Loss for the period amounted to HK$884,000, a significant decline from a profit of HK$7,304,000 in the corresponding period of 2017[9] - Total comprehensive expenses for the period were HK$919,000, contrasting with total comprehensive income of HK$7,346,000 in 2017[9] - Basic loss per share was HK$0.11, compared to earnings of HK$1.22 per share in the same period last year[9] - The Group's gross profit decreased by approximately HK$13.6 million from approximately HK$27.4 million for the nine months ended 31 December 2017 to approximately HK$13.8 million for the nine months ended 31 December 2018, with a gross profit margin decline from approximately 14.4% to approximately 9.2%[73] - The Group reported a loss of approximately HK$0.9 million for the period, compared to a profit of approximately HK$7.3 million for the same period in the previous year[83] Expenses and Costs - Administrative expenses increased to HK$11,184,000, up 75.5% from HK$6,350,000 in 2017[9] - Finance costs rose to HK$3,802,000, an increase of 100.5% compared to HK$1,892,000 in the previous year[9] - Total staff costs increased to HK$26,127,000 from HK$20,411,000, reflecting a rise of 28.1%[43] - Administrative expenses increased by approximately HK$4.8 million from approximately HK$6.4 million to approximately HK$11.2 million, primarily due to increased rental expenses and staff costs[75] - Finance costs rose from approximately HK$1.9 million to approximately HK$3.8 million, attributed to increased average bank borrowings[80] Revenue Breakdown - Revenue from residential properties was HK$68,010,000, down 63.7% from HK$187,493,000 in 2017[33] - Revenue from commercial properties increased significantly to HK$81,689,000, compared to HK$2,610,000 in 2017[33] - Major customers contributing over 10% of total revenue included Customer A1 with HK$28,758,000 and Customer C2 with HK$43,560,000[37] Corporate Structure and Governance - The company was incorporated in the Cayman Islands and listed on GEM of The Stock Exchange of Hong Kong Limited on February 23, 2018[13] - The company primarily engages in construction and engineering business through its subsidiaries[14] - The Group operates under a single operating segment focused on construction contract work, as identified in internal management reports[30] - The Group underwent a reorganization, becoming the holding company of its subsidiaries on January 19, 2018, which is regarded as a continuing entity[22] - The financial statements have not been audited by independent auditors but have been reviewed by the audit committee of the Company[25] - The company has complied with all applicable code provisions set out in the Corporate Governance Code as of December 31, 2018[125] - The Audit Committee reviewed the unaudited condensed consolidated financial statements for the nine months ended December 31, 2018, confirming compliance with applicable accounting standards and adequate disclosure[134] Shareholder Information - As of December 31, 2018, Mr. Chow Mo Lam held a long position of 600,000,000 shares, representing 75% of the company's shareholding[104] - C.N.Y. Holdings Limited, owned by Mr. Chow and Mr. Yu, directly holds 600,000,000 shares, confirming their status as controlling shareholders[116] - Ms. Hau Pak Sui, as the spouse of Mr. Chow, is deemed to be interested in the same 600,000,000 shares[117] - The company has not granted any share options under its share option scheme as of December 31, 2018[122] Future Outlook and Strategy - The Group remains optimistic about its core business despite the negative impact from the economic slowdown driven by China's macro-economic conditions[66] - The Group plans to strengthen its sales efforts and carefully control service costs to expand its customer base and achieve sustainable business growth[66] Use of Proceeds - The Group raised gross proceeds of approximately HK$56.0 million through a share offer, with net proceeds of approximately HK$28.2 million after deducting listing expenses[94] - Approximately 51.4% of the net proceeds, or approximately HK$14.5 million, will be used to strengthen the financial position for new business opportunities[95] - Approximately 39.8% of the net proceeds, or approximately HK$11.2 million, will be allocated for expanding operational teams[95] - The total adjusted use of net proceeds from the listing was HK$28.2 million, with actual use amounting to HK$19.4 million, representing a 68.8% utilization rate[100] - The company allocated HK$9.2 million for settling upfront costs of three new projects, with actual spending at HK$9.1 million[100] - HK$5.3 million was designated for satisfying the surety bond requirement of Yue Man Square, with full utilization reported[100] - The expansion of operation teams was planned for HK$11.2 million, but only HK$3.5 million was utilized[100] - General working capital was planned at HK$2.5 million, with actual use remaining at HK$1.5 million[100]