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，概不會就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。 HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香 港 智 雲 科 技 建 設 有 限 公 司 ( 於開曼群島註冊成立之有限公司 ) (股份代號: 9900) (1) 於二零二五年八月十五日舉行之股東特別大會投票表決結果；及 (2) 股份拆細 股東特別大會通告所載之提呈決議案已於股東特別大會上以投票表決方式獲股東正式 通過。 所有董事，包括黃晧先生、劉家豪先生、姚震港先生、吳勵妍女士及王大明先生，均已 出席股東特別大會。 本公司之香港股份過戶登記分處卓佳證券登記有限公司已獲委任及擔任股東特別大會 投票表決之監票人。 1 提呈決議案的投票表決結果載列如下： | | | 票數 | | | --- | --- | --- | --- | | 普通決議案 | | (概約百分比) | | | | | 附註 | | | | | 贊成 | 反對 | | 1. 批准將 ...

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: 香港智雲科技建設有限公司 呈交日期: 2025年8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) | 09900 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 780,000,000 | HKD | | 0.01 | HKD | | 7,800,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 780,000,000 | HKD | | 0.01 | HKD | | 7,800,000 | 本月底法定/註冊股本總額： ...

HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香港智雲科技建設有限公司 （於開曼群島註冊成立之有限公司） 股份代號：9900 年 報 Annual Report 2024-25 2024-25 (incorporated in the Cayman Islands with limited liability) Stock Code : 9900 HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 01 香港智雲科技建設有限公司 年報2024–2025 公司資料 3 主席報告 4 管理層討論及分析 5 董事及高級管理層履歷詳情 10 企業管治報告 13 董事會報告 31 獨立核數師報告 44 綜合損益及其他全面收益表 48 綜合財務狀況表 49 綜合權益變動表 50 綜合現金流量表 51 綜合財務報表附註 53 財務摘要 96 香港智雲科技建設有限公司 ANNUAL REPORT 年報 2024-25 HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香港智雲科技建 ...

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，概不會就因本公告全部或任 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。 HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香港智雲科技建設有限公司 HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香港智雲科技建設有限公司 （前稱「德益控股有限公司」） （於開曼群島註冊成立之有限公司） （股份代號：9900） 截至二零二五年三月三十一日止年度之 年度業績公告 香港智雲科技建設有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公 司及其附屬公司（統稱「本集團」）於截至二零二五年三月三十一日止年度之經審核 綜合財務業績，連同比較數字如下： 綜合損益及其他全面收益表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | 收益 | 3 | 1,275, ...

Revenue and Profit - Revenue increased from HKD 482.0 million in the six months ended September 30, 2023, to HKD 620.6 million in the six months ended September 30, 2024, primarily due to increased revenue from building construction services[8] - Revenue for the six months ended September 30, 2024, was HK$620.6 million, up from HK$482.0 million in the same period last year[36] - Total revenue for the six months ended September 30, 2024, was HK$620.583 million, compared to HK$482.034 million in the same period last year[63] - Revenue from building construction services increased to HK$212.544 million from HK$60.386 million year-over-year[63] - Revenue from RMAA services slightly decreased to HK$408.039 million from HK$421.648 million year-over-year[63] - Gross profit slightly increased from HKD 31.2 million in the six months ended September 30, 2023, to HKD 31.3 million in the six months ended September 30, 2024, with a decrease in gross margin from 6.5% to 5.0%[11] - Gross profit for the period was HK$31.3 million, compared to HK$31.2 million in the same period last year[36] - Net profit increased from HKD 16.3 million in the six months ended September 30, 2023, to HKD 19.9 million in the six months ended September 30, 2024, mainly due to the reversal of impairment losses on contract assets[16] - Profit before tax increased to HK$23.0 million from HK$18.9 million in the same period last year[36] - Net profit attributable to owners of the company was HK$16.7 million, up from HK$13.7 million in the same period last year[36] - Basic earnings per share increased to 4.48 HK cents from 3.68 HK cents in the same period last year[36] - Basic earnings per share increased to 4.48 HK cents from 3.68 HK cents year-over-year[74] Costs and Expenses - Service costs rose from HKD 450.8 million in the six months ended September 30, 2023, to HKD 589.3 million in the six months ended September 30, 2024, consistent with the increase in revenue[9] - Total employee costs for the period were HK$30.5 million, compared to HK$28.4 million in the same period last year[32] - Income tax expense for the period was HK$3.121 million, up from HK$2.565 million in the same period last year[69] - The company's effective tax rate for the period was approximately 14.9%, within the statutory two-tier tax rate range of 8.25% to 16.5%[15] - The depreciation expense for the six months ending September 30, 2024, was HK$137 thousand, compared to HK$275 thousand for the year ending March 31, 2024[79] Financial Position - The company maintained a strong financial position with bank balances of approximately HKD 141.8 million as of September 30, 2024, compared to HKD 125.1 million as of March 31, 2024[18] - Total assets less current liabilities stood at HK$289.9 million as of September 30, 2024, up from HK$270.0 million on March 31, 2024[38] - Net cash generated from operating activities was HK$26.4 million, compared to a net cash outflow of HK$7.6 million in the same period last year[48] - Cash and cash equivalents at the end of the period were HK$141.8 million, down from HK$182.9 million at the end of the same period last year[48] - The gearing ratio decreased to 0.1% as of September 30, 2024, from 0.1% as of March 31, 2024, primarily due to a reduction in lease liabilities[20] - The net trade receivables as of September 30, 2024, were HK$106,522 thousand, compared to HK$101,496 thousand as of March 31, 2024[82] - The total trade and other receivables as of September 30, 2024, amounted to HK$129,976 thousand, up from HK$121,009 thousand as of March 31, 2024[82] - The overdue trade receivables as of September 30, 2024, were HK$40,051 thousand, compared to HK$27,807 thousand as of March 31, 2024[82] - The total contract assets as of September 30, 2024, were HK$70,041 thousand, down from HK$77,044 thousand as of March 31, 2024[86] - The total trade and other payables as of September 30, 2024, were HK$82,714 thousand, compared to HK$68,961 thousand as of March 31, 2024[94] - The carrying amount of leasehold properties as of September 30, 2024, was HK$138 thousand, down from HK$275 thousand as of March 31, 2024[79] - The issued and fully paid share capital as of September 30, 2024, was HK$3,720 thousand, unchanged from March 31, 2024[102] Investments and Disposals - The company has no significant investments or plans for capital assets as of September 30, 2024[25] - No significant acquisitions or disposals of subsidiaries and associates occurred during the period[26] - The company sold 100% equity of Jinlixin Limited for a total cash consideration of 100,000 HKD in September 2023[109] - The net cash inflow from the sale of Jinlixin Limited was 57,000 HKD[120] - The fair value of non-listed fund investments increased to 27,106,000 HKD as of September 30, 2024, from 14,998,000 HKD on March 31, 2024[122][124] - The total gain from re-measurement of financial assets at fair value through profit or loss was 2,108,000 HKD for the six months ended September 30, 2024[127] - The company received management fee income of 240,000 HKD from Tianjun Construction Engineering Co., Ltd., an associate of the group[130] Employee and Management - Total number of employees increased to 262 as of September 30, 2024, up from 225 on March 31, 2024[32] - Short-term employee benefits for key management personnel amounted to 11,325,000 HKD for the six months ended September 30, 2024[134] - Mr. Zeng Zhaoqun holds 104,625,000 shares, representing 28.125% of the company's equity[139][145] - Mr. Zeng Zhaoqun is the beneficial owner of Guangyu International Investment Limited, holding 100% of its issued share capital[140][143] - Ms. Liang Huiling, spouse of Mr. Zeng Zhaoqun, holds 104,625,000 shares, representing 28.125% of the company's equity[145] - Mr. Lai Weilin holds 62,775,000 shares, representing 16.875% of the company's equity[145] - Ms. Zhu Shaoping, spouse of Mr. Lai Weilin, holds 62,775,000 shares, representing 16.875% of the company's equity[145] - Giant Winchain Limited, beneficially owned by Mr. Lai Weilin, holds 62,775,000 shares, representing 16.875% of the company's equity[145] Dividends and Post-Period Events - No interim dividend was declared for the six months ended September 30, 2024[151] - The company did not declare or pay any dividends during the six months ended September 30, 2024[72] - No significant post-period events occurred after September 30, 2024[154] Audit and Compliance - The Audit Committee was established on January 23, 2018, in accordance with the written terms of reference prescribed under Rule 3.21 of the Listing Rules[157] - The Audit Committee is composed of three independent non-executive directors: Mr. Chen Yangde (Chairman), Mr. Su Junwen, and Mr. Li Minghao[157] - The Audit Committee has reviewed the company's unaudited condensed interim financial statements for the period and found them to comply with applicable accounting standards and Listing Rules[157] - The Audit Committee is responsible for overseeing the company's financial reporting process, nominating and supervising the external auditor, and monitoring the risk management and internal control systems[157] - No changes in director information requiring disclosure under Listing Rule 13.51B(1) were reported[156] - The company applied new amendments to Hong Kong Financial Reporting Standards effective from April 1, 2024[58] Contingent Liabilities and Other Information - The company had no significant contingent liabilities as of September 30, 2024[28] - The company’s primary focus remains on providing building construction and RMAA services in Hong Kong[64] - The company’s registered office is located in the Cayman Islands, with a business location in Hong Kong[54] - The total cost of additions and disposals for the year ending March 31, 2024, was HK$2,816 thousand and HK$(3,133) thousand respectively[77] - Other income, gains, and losses totaled HK$4.084 million, down from HK$4.440 million in the previous year[67]

Revenue and Profit - Revenue for the six months ended September 30, 2024, increased to HKD 620.583 million, up from HKD 482.034 million in the same period last year[2] - Revenue from building construction services surged to HKD 212.544 million, up from HKD 60.386 million in the previous year[19] - Revenue from RMAA services slightly decreased to HKD 408.039 million, down from HKD 421.648 million in the prior year[19] - Revenue increased from HKD 482.0 million in the six months ended September 30, 2023, to HKD 620.6 million in the six months ended September 30, 2024, primarily due to increased revenue from building construction services[66] - Gross profit for the period was HKD 31.264 million, compared to HKD 31.186 million in the previous year[2] - Gross profit increased slightly from HKD 31.2 million to HKD 31.3 million, but gross margin decreased from 6.5% to 5.0% due to lower margins in RMAA services[68] - Profit before tax rose to HKD 23.025 million, up from HKD 18.879 million in the prior year[2] - Net profit and total comprehensive income for the period reached HKD 19.904 million, compared to HKD 16.314 million in the previous year[2] - Net profit increased from HKD 16.3 million to HKD 19.9 million, mainly due to the reversal of impairment losses on contract assets[74] - Basic earnings per share increased to 4.48 HK cents, up from 3.68 HK cents in the same period last year[2] - Basic earnings per share increased to 4.48 HK cents from 3.68 HK cents in the previous period[26] Assets and Liabilities - Total assets minus current liabilities increased to HKD 289.879 million, up from HKD 269.979 million at the end of the previous period[4] - Net current assets rose to HKD 277.347 million, compared to HKD 259.482 million at the end of the previous period[4] - Equity attributable to the company's owners increased to HKD 282.353 million, up from HKD 265.695 million at the end of the previous period[7] - Trade and other receivables totaled 129,976 thousand HKD as of September 30, 2024, an increase from 121,009 thousand HKD as of March 31, 2024[32] - Overdue trade receivables as of September 30, 2024, amounted to 40,051 thousand HKD, with 4,178 thousand HKD overdue for 90 days or more[34] - Contract assets decreased from 84,969 thousand HKD to 77,269 thousand HKD, with a credit loss provision of 7,228 thousand HKD[35] - Trade and other payables increased from 68,961 thousand HKD to 82,714 thousand HKD, with trade payables rising from 59,557 thousand HKD to 73,409 thousand HKD[38] - Bank balances increased from HKD 125.1 million as of March 31, 2024, to HKD 141.8 million as of September 30, 2024[75] - Total interest-bearing borrowings decreased from HKD 0.3 million to HKD 0.1 million as of September 30, 2024[75] - The company's debt-to-equity ratio remained stable at 0.1% as of September 30, 2024[78] Investments and Fair Value - Non-listed fund investments increased from 14,998 thousand HKD to 27,106 thousand HKD, classified as Level 3 fair value measurements[54][56] - The fair value of equity-linked notes and non-listed fund investments rose from 14,998 thousand HKD to 27,106 thousand HKD, with a total gain of 2,108 thousand HKD recognized in profit or loss[57] - The company did not hold any significant investments as of September 30, 2024[85] Depreciation and Other Expenses - Pre-tax profit for the six months ended September 30, 2024, included depreciation of right-of-use assets at 137 thousand HKD and depreciation of plant and equipment at 780 thousand HKD[24] - The depreciation expense for right-of-use assets for the six months ended September 30, 2024, was 137 thousand HKD[30] - The net book value of plant and equipment as of September 30, 2024, was 1,851 thousand HKD[28] - Other income, other gains, and losses totaled 4,084 thousand HKD, a decrease from 4,440 thousand HKD in the previous period[22] Corporate Governance and Compliance - The company adheres to the Corporate Governance Code, except for the separation of Chairman and CEO roles, which are both held by Mr. Tsang Chiu Kwan[92] - Directors and employees with potential access to inside information are prohibited from trading company securities under the Model Code[93] - No competitive interests or conflicts of interest involving directors, controlling shareholders, or their close associates were identified during the period[97] - No changes in director information requiring disclosure under Listing Rule 13.51B(1) were reported[99] - The audit committee reviewed the unaudited condensed interim financial statements and found them compliant with applicable accounting standards and disclosure requirements[100] Dividends and Share Transactions - The company did not declare or recommend any dividends for the six months ended September 30, 2024[25] - No interim dividend declared for the six months ended September 30, 2024[96] - The company's issued and fully paid ordinary shares remained at 372,000,000 shares, with a total value of 3,720 thousand HKD[39] - No share options were granted under the share option plan during the six months ended September 30, 2024[41] - No purchase, sale, or redemption of listed securities by the company or its subsidiaries during the period[94] Subsidiaries and Acquisitions - No subsidiaries were sold during the six months ended September 30, 2024, compared to the sale of Gain Large Limited for 100,000 HKD in the same period in 2023[42][43] - The company did not make any significant acquisitions or disposals of subsidiaries or associates during the period[83] Employee Information - Employee count increased from 225 as of March 31, 2024, to 262 as of September 30, 2024, with total employee costs rising from HKD 28.4 million to HKD 30.5 million[89] Contingent Liabilities and Post-Period Events - The company did not have any significant contingent liabilities as of September 30, 2024[86] - The company has not conducted any significant post-period events after September 30, 2024[98]

Financial Performance - The company's revenue decreased from approximately HKD 1,210.1 million for the year ended March 31, 2023, to approximately HKD 1,151.0 million for the current year, primarily due to a reduction in revenue from RMAA services[8]. - Profit attributable to the company's owners decreased from approximately HKD 56.8 million for the year ended March 31, 2023, to approximately HKD 27.7 million for the current year, mainly due to a decrease in revenue and overall gross margin[8]. - Gross profit decreased from approximately HKD 84.7 million for the year ended March 31, 2023, to approximately HKD 60.1 million for the current year, with the gross margin dropping from about 7.0% to approximately 5.2%[13]. - Total revenue for the year ended March 31, 2024, was HKD 1,150,954,000, a decrease of 4.9% from HKD 1,210,108,000 in the previous year[129]. - Gross profit for the same period was HKD 60,055,000, down 29.2% from HKD 84,658,000 year-on-year[129]. - The net profit for the year was HKD 32,060,000, representing a decline of 43.5% compared to HKD 56,686,000 in the previous year[129]. - Basic earnings per share decreased to HKD 7.45 from HKD 15.26, a drop of 51.1%[129]. - The net profit for the year ended March 31, 2024, was HKD 27,704 thousand, compared to HKD 56,758 thousand for the previous year, indicating a decrease of about 51.2%[137]. - The company reported a pre-tax profit of HKD 37,416 thousand for the year ended March 31, 2024, down from HKD 67,438 thousand in the prior year, representing a decrease of approximately 44.5%[140]. Expenses and Costs - Administrative expenses increased from approximately HKD 23.0 million for the year ended March 31, 2023, to approximately HKD 29.9 million for the current year, primarily due to rising employee costs[15]. - The company's financing costs increased from approximately HKD 14,000 for the year ended March 31, 2023, to approximately HKD 27,000 for the current year, mainly due to increased interest expenses on lease liabilities[21]. - Administrative expenses increased to HKD 29,906,000 from HKD 23,040,000, marking a rise of 29.5%[129]. - The financing costs increased slightly to HKD 27,000 from HKD 14,000, indicating a rise of 92.9%[129]. Financial Position - As of March 31, 2024, the company maintained a solid financial position with bank balances and cash of approximately HKD 125.1 million, down from approximately HKD 187.9 million in the previous year[26]. - The current ratio as of March 31, 2024, was approximately 4.2, compared to about 4.5 in the previous year[26]. - The company's debt-to-equity ratio for the current year is 0.1% (2023: not applicable) calculated based on total debt divided by total equity[27]. - Total assets as of March 31, 2024, were HKD 341,177,000, a slight decrease from HKD 361,882,000 in the previous year[133]. - Total equity decreased to HKD 269,975,000 from HKD 288,135,000, reflecting a decline of 6.3%[133]. - As of March 31, 2024, total equity attributable to owners increased to HKD 265,695 thousand, up from HKD 231,453 thousand as of March 31, 2023, reflecting a growth of approximately 14.8%[137]. Corporate Governance - The company has adopted and complied with the corporate governance code as per the listing rules, ensuring transparency and accountability[64]. - The company is committed to reviewing its corporate governance practices to enhance standards and comply with tightening regulatory requirements[64]. - The company has received annual written confirmations of independence from all independent non-executive directors, affirming their independence as per listing rules[67]. - The company has a strong focus on maintaining good corporate governance practices since its listing, benefiting all shareholders[64]. - The board believes that good corporate governance is essential for effective management and successful business development[64]. - The company has a policy in place to provide independent opinions to the board, ensuring strong independent oversight[68]. - The company has no independent non-executive directors serving for more than nine years, maintaining board independence[68]. - The company continues to review the implementation and effectiveness of its policies annually[68]. - The company is committed to adopting best corporate governance practices and has complied with the corporate governance code throughout the year[69]. - The board of directors is responsible for managing the overall business and ensuring decisions align with the company's interests[70]. Risk Management - The company emphasizes the importance of risk management and identifies significant risks related to reliance on non-recurring revenue and project delays[190]. - The group has adopted a three-tier risk management approach to identify, analyze, assess, mitigate, and respond to risks[151]. - The audit committee reviews the effectiveness of the internal control system, including financial, operational, and compliance monitoring[150]. - The company has implemented a whistleblowing policy to provide clear procedures for reporting misconduct or unethical behavior[155]. - The board believes that hiring external independent consultants for annual audits is more cost-effective than employing an internal audit team[150]. - The company has no internal audit function, and the review is conducted by an external independent consultant[150]. Employee and Workforce - The total employee cost for the year ending March 31, 2024, is approximately HKD 62.0 million, compared to approximately HKD 55.8 million for the previous year[38]. - As of March 31, 2024, the company has 225 employees, down from 282 employees in the previous year[38]. - The company aims to appoint at least one female director by the end of 2024, as currently, there are no female directors on the board[100]. - As of March 31, 2024, 10% of the total workforce, including directors and senior management, are female, while 90% are male[100]. - The company is committed to increasing the representation of women in its workforce and will consider gender diversity in recruitment processes[100]. Dividends and Shareholder Communication - The company declared a special dividend of HKD 0.135 per ordinary share for the year ended March 31, 2024, which was paid on February 6, 2024[24]. - The company has adopted a dividend policy that allows the board to determine the declaration and payment of dividends based on various factors, including financial performance and cash flow[175]. - The company has implemented a shareholder communication policy to ensure effective and timely information dissemination to shareholders[171]. Audit and Financial Reporting - The independent auditor's report confirms that the consolidated financial statements reflect the group's financial position accurately as of March 31, 2024[109]. - The board is required to assess the group's ability to continue as a going concern and disclose relevant matters[117]. - The company has established internal controls to prevent material misstatements in the financial statements due to fraud or error[117]. - The independent auditor has no significant concerns regarding the accuracy of other information presented in the annual report[115]. - The external auditor, Deloitte, reported an audit fee of HKD 1,275,000 for audit services and HKD 23,000 for non-audit services, totaling HKD 1,298,000 for the fiscal year ending March 31, 2024[158].

Financial Performance - The group's revenue for the year ended March 31, 2024, was approximately HKD 1,151.0 million, a decrease of about 4.9% compared to the same period in 2023[1]. - Profit attributable to the owners of the company was approximately HKD 27.7 million, down from HKD 56.8 million in 2023[1]. - Gross profit for the year was HKD 60.1 million, compared to HKD 84.7 million in the previous year[3]. - The pre-tax profit for the year was HKD 37.4 million, down from HKD 67.4 million in 2023[3]. - Basic earnings per share for the year were HKD 7.45, compared to HKD 15.26 in the previous year[3]. - The company's net profit attributable to shareholders decreased from approximately HKD 56.8 million to approximately HKD 27.7 million, primarily due to reduced revenue and overall gross profit margin[43]. Dividends - The board of directors did not recommend the payment of any final dividend for the year[1]. - The company declared a special dividend of HKD 0.135 per share for 2024, totaling HKD 50,220, compared to no special dividend in 2023[18]. - The company declared a special dividend of HKD 0.135 per ordinary share for the year ended March 31, 2024[44]. Expenses and Costs - The group's administrative expenses increased to HKD 29.9 million from HKD 23.0 million in the previous year[3]. - Service costs decreased from approximately HKD 1,125.5 million to approximately HKD 1,090.9 million, consistent with the decline in revenue[37]. - Other income increased from approximately HKD 2.5 million to approximately HKD 8.8 million, mainly due to a reduction in losses on financial assets measured at fair value and an increase in bank interest income[39]. - Administrative expenses rose from approximately HKD 23.0 million to approximately HKD 29.9 million, primarily due to increased employee costs[40]. - Financing costs increased from approximately HKD 14,000 to approximately HKD 27,000, mainly due to higher interest expenses on lease liabilities[41]. Assets and Liabilities - Total assets less current liabilities amounted to HKD 269.979 million, down from HKD 288.135 million in the previous year[9]. - The total equity attributable to owners of the company was HKD 265.695 million, compared to HKD 288.211 million in the previous year[9]. - The total trade and other receivables increased to HKD 121,009 in 2024 from HKD 87,830 in 2023, reflecting a growth of approximately 37.5%[21]. - The contract assets for 2024 amounted to HKD 77,044, an increase from HKD 67,938 in 2023, showing a growth of about 13.1%[23]. - The company's deferred tax liabilities decreased from HKD 10,277 in 2023 to HKD 6,076 in 2024, reflecting a reduction of approximately 40.0%[17]. Employee Information - As of March 31, 2024, the group had a total of 225 employees, a decrease from 282 employees in 2023[58]. - The total employee cost for the year ending March 31, 2024, was approximately HKD 62.0 million, compared to HKD 55.8 million in 2023, reflecting an increase of about 2.2%[58]. Compliance and Governance - The audit committee has reviewed the annual performance and confirmed compliance with applicable accounting standards and listing rules[72]. - The chairman and CEO roles are held by the same individual, enhancing strategic decision-making and operational management[62]. - The company has not purchased, sold, or redeemed any of its listed securities during the year[63]. Other Information - The company has applied the revised Hong Kong Accounting Standards and has not seen a significant impact on its financial position and performance due to the removal of the offsetting mechanism for MPF and long service payments[15]. - The company has implemented a mandatory provident fund scheme, with contributions from both the company and employees at 5% of relevant income, capped at HKD 30,000 per month[58]. - The group has not conducted any significant post-balance sheet events after March 31, 2024[59]. - The company will suspend share transfer registration from August 13 to August 16, 2024, to determine eligibility for attending the annual general meeting[61]. - The annual performance announcement will be published on the Stock Exchange and the company's website, with the annual report to be sent to shareholders[75].

Revenue and Profitability - Revenue decreased from approximately HKD 606.2 million for the six months ended September 30, 2022, to approximately HKD 482.0 million for the six months ended September 30, 2023, a decline of about 20.5%[12]. - Net profit decreased from approximately HKD 24.7 million to approximately HKD 16.3 million, a decline of about 34.5%[18]. - Gross profit for the period was HKD 31,186 thousand, down 21.9% from HKD 39,967 thousand year-on-year[33]. - The net profit attributable to the owners of the company was HKD 13,691 thousand, a decline of 44.5% from HKD 24,670 thousand in the previous year[33]. - Basic earnings per share decreased to HKD 3.68, down 44.5% from HKD 6.63 in the same period last year[33]. - Revenue for the six months ended September 30, 2023, was HKD 482,034 thousand, a decrease of 20.5% compared to HKD 606,188 thousand in the same period of 2022[33]. - Revenue from RMAA services decreased to HKD 421,648,000 from HKD 559,937,000, a decline of 24.7%[65]. Expenses and Costs - Service costs reduced from approximately HKD 566.2 million to approximately HKD 450.8 million, aligning with the decrease in revenue[13]. - Administrative expenses rose from approximately HKD 11.4 million to approximately HKD 15.2 million, mainly due to increased director remuneration[16]. - Total employee costs for the period were approximately HKD 28.4 million, up from approximately HKD 25.0 million for the six months ended September 30, 2022[30]. - Administrative expenses rose to HKD 15,246 thousand, up from HKD 11,430 thousand in the previous year, indicating a 33.5% increase[33]. - Financing costs increased from approximately HKD 12,000 for the six months ended September 30, 2022, to about HKD 15,000 for the current period, primarily due to new lease liabilities established during this period[107]. Cash Flow and Financial Position - As of September 30, 2023, the group had cash reserves of approximately HKD 182.9 million, down from approximately HKD 187.9 million as of March 31, 2023[20]. - Operating cash flow for the six months was negative HKD 7,558 thousand, a significant decrease from positive HKD 39,184 thousand in the previous year[44]. - Cash and cash equivalents at the end of the period were HKD 182,910 thousand, compared to HKD 102,404 thousand at the end of the same period last year[44]. - The group maintained a current ratio of approximately 4.0 as of September 30, 2023, compared to approximately 4.5 as of March 31, 2023[20]. - The debt-to-equity ratio was approximately 0.1% as of September 30, 2023, reflecting an increase due to the rise in lease liabilities[22]. Assets and Liabilities - The total assets less current liabilities increased to HKD 304,594 thousand from HKD 288,135 thousand as of March 31, 2023[39]. - The company reported a significant increase in trade and other receivables, totaling HKD 91,228 thousand, compared to HKD 87,830 thousand as of March 31, 2023[39]. - The company's total liabilities increased, with trade payables amounting to HKD 63,441,000 as of September 30, 2023, compared to HKD 45,547,000 as of March 31, 2023[101]. - The company reported a decrease in contract assets, with total contract assets of HKD 90,074,000 as of September 30, 2023, compared to HKD 67,938,000 as of March 31, 2023[98]. Shareholder Information and Governance - The company did not declare or recommend any dividends for the six months ended September 30, 2023, consistent with the previous year[87]. - The company has not granted, agreed to grant, exercised, or cancelled any share options under its share option scheme as of the report date[114]. - The company’s management believes that the current governance structure, with the same individual serving as both Chairman and CEO, enhances business decision-making and strategic planning[140]. - As of September 30, 2023, Mr. Zeng Zhaoqun holds 104,625,000 shares, representing 28.125% of the company's equity[145]. - Mr. Lai Weilin holds 62,775,000 shares, representing 16.875% of the company's equity[161]. Related Party Transactions and Investments - The company engaged in related party transactions, purchasing materials from a related party for HKD 0 in the current period, compared to HKD 31,000 in the previous period[135]. - Interest income from a related party amounted to HKD 215,000 for the six months ended September 30, 2023, with no income reported for the same period in 2022[135]. - The fair value of non-listed fund investments as of September 30, 2023, was HKD 14,872,000, an increase from HKD 14,643,000 as of March 31, 2023[127]. - The company had no significant acquisitions or disposals of subsidiaries during the period[26]. - The company completed the sale of its subsidiary, Gain Large Limited, for a total cash consideration of HKD 100,000, resulting in a net cash inflow of HKD 57,000 after accounting for the net asset value of HKD 43,000[115][122]. Corporate Governance and Compliance - The Audit Committee was established on January 23, 2018, and is responsible for overseeing the financial reporting process and risk management systems[168]. - The Audit Committee consists of three independent non-executive directors, including Mr. Chan Yeung Tak as the chairman[168]. - The committee reviewed the unaudited condensed consolidated interim financial statements for the period and found them compliant with applicable accounting standards and listing rules[168]. - There are no known business interests or conflicts of interest among directors and major shareholders that compete with the company's business[152]. - The company has no other disclosures regarding interests or holdings in related corporations as of September 30, 2023[154].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 GAIN PLUS HOLDINGS LIMITED 德 益 控 股 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：9900） 截至二零二三年九月三十日止六個月之 中期業績公告 中期業績 德益控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其附 屬公司（統稱「本集團」）於截至二零二三年九月三十日止六個月（「本期間」）之未經 審核簡明綜合財務業績，連同二零二二年同期之未經審核比較數字如下： 未經審核簡明綜合損益及其他全面收益表 截至二零二三年九月三十日止六個月 截至九月三十日止六個月 二零二三年 二零二二年 附註 千港元 千港元 （未經審核）（未經審核） 收益 3 482,034 606,188 服務成本 (450,848) (566,221) 毛利 31,186 39,967 其他收入、其他收益及虧損 5 4,440 555 預期信貸虧損模式下的減值虧損，扣除撥 ...