ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024 Consolidated Statement of Profit or Loss and Other Comprehensive Income For FY2024, revenue grew 15.2% to HKD 628.2 million, turning losses into profit with HKD 32.061 million profit for the year and HKD 0.18 cents basic and diluted EPS Key Consolidated Statement of Profit or Loss and Other Comprehensive Income Data for FY2024 | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 628,236 | 545,189 | | Cost of Sales | (567,145) | (491,625) | | Gross Profit | 61,091 | 53,564 | | Other Income and Gains, Net | 81,744 | 38,163 | | Profit/(Loss) Before Tax | 31,784 | (14,706) | | Income Tax Credit/(Expense) | 277 | (4,016) | | Profit/(Loss) for the Year | 32,061 | (18,722) | | Profit/(Loss) for the Year Attributable to Owners of the Company | 2,863 | (20,797) | | Non-controlling Interests | 29,198 | 2,075 | | Total Comprehensive Income for the Year | 5,984 | (35,258) | | Basic Earnings/(Loss) Per Share Attributable to Owners of the Company (HK cents) | 0.18 | (1.70) | | Diluted Earnings/(Loss) Per Share Attributable to Owners of the Company (HK cents) | 0.18 | (1.70) | Consolidated Statement of Financial Position As of March 31, 2024, total non-current assets rose to HKD 753 million, while current assets slightly decreased to HKD 351 million, and net assets increased to HKD 466 million Key Consolidated Statement of Financial Position Data for FY2024 | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 108,082 | 62,824 | | Investment Properties | 56,413 | 22,167 | | Operating Concessions | 251,660 | 246,519 | | Investments in Associates | 91,686 | — | | Total Non-current Assets | 752,678 | 659,099 | | Current Assets | | | | Inventories | 8,915 | 8,067 | | Trade and Retention Receivables | 110,960 | 92,431 | | Cash and Cash Equivalents | 37,321 | 134,540 | | Total Current Assets | 351,391 | 373,897 | | Current Liabilities | | | | Contract Liabilities | 9,430 | 716 | | Trade and Retention Payables | 147,532 | 118,506 | | Interest-bearing Bank and Other Borrowings | 54,008 | 65,533 | | Total Current Liabilities | 337,384 | 280,210 | | Net Current Assets | 14,007 | 93,687 | | Non-current Liabilities | | | | Amounts Due to Related Parties | 164,891 | 190,222 | | Interest-bearing Bank and Other Borrowings | 98,226 | 101,457 | | Total Non-current Liabilities | 300,206 | 346,782 | | Equity | | | | Net Assets | 466,479 | 406,004 | | Equity Attributable to Owners of the Company | 399,251 | 359,377 | | Non-controlling Interests | 67,228 | 46,627 | | Total Equity | 466,479 | 406,004 | Notes to the Consolidated Financial Statements This section provides supplementary details on the Group's business, financial statement preparation, accounting policies, and key financial metrics 1. General Information The company, incorporated in the Cayman Islands and listed on HKEX, primarily operates in construction and environmental protection - The company is a limited company incorporated in the Cayman Islands, with shares listed on the Main Board of the Hong Kong Stock Exchange535457 - The Group is primarily engaged in construction engineering and environmental protection businesses4356 2. Basis of Preparation Consolidated financial statements are prepared under HKFRSs and HK GAAP, using historical cost, except for fair-valued investment properties - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs), Hong Kong Generally Accepted Accounting Principles, and the disclosure requirements of the Hong Kong Companies Ordinance5557 - The financial statements are prepared on a historical cost basis, except for investment properties which are measured at fair value5557 3. Changes in Accounting Policies and Disclosures The Group adopted new and revised HKFRSs, with HKAS 1 and HKFRS Practice Statement 2 amendments enhancing accounting policy disclosures - The Group has adopted new and revised Hong Kong Financial Reporting Standards, but other than amendments to HKAS 1 and HKFRS Practice Statement 2, these standards have no significant impact on the Group's results and financial position586988 - Amendments to HKAS 1 and HKFRS Practice Statement 2 aim to replace 'significant accounting policies' with 'material accounting policy information' and have removed certain immaterial accounting policy information6171728789 4. Revenue, Other Income and Gains, Net FY2024 revenue of HKD 628 million was driven by construction and environmental businesses, with other income and gains significantly increasing to HKD 81.744 million FY2024 Revenue Composition | Revenue Source | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Construction Engineering | 511,281 | 438,227 | | Environmental Protection - New Energy Materials | 42,626 | — | | Environmental Protection - Operating Income | 56,987 | 46,226 | | Finance Income | 3,107 | 3,811 | | Total Revenue | 628,236 | 545,189 | | Other Income and Gains, Net | | | | Government Grants | 9,450 | 6,859 | | Gain from Capital Injection of Patent Technology | 52,946 | — | | Fair Value Change of Investment Properties | 5,594 | — | | Total Other Income and Gains, Net | 81,744 | 38,163 | - In FY2024, certain PRC subsidiaries received government grants for R&D activities, with the Yixing Project and Tianjin operations receiving investment incentives of HKD 8.45 million and HKD 1 million, respectively9698 - A non-cash gain of HKD 52.946 million was generated from the capital injection of patent technology into associate Hantang Mingsheng97998082 FY2024 Revenue and Results by Segment | Segment | Revenue (Thousand HKD) | Segment Results (Thousand HKD) | | :--- | :--- | :--- | | Construction Engineering | 511,281 | (15,451) | | Environmental Protection - Kitchen Waste Treatment Related Business | 74,329 | 6,315 | | Environmental Protection - Development and Management of Environmental Protection Industrial Park | — | 13,849 | | Environmental Protection - New Energy Materials | 42,626 | 57,138 | | Consolidated Total | 628,236 | 61,851 | FY2024 Revenue by Customer Location | Region | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 15,150 | 32,606 | | Mainland China | 494,474 | 300,192 | | Total | 509,624 | 332,798 | FY2024 Major Customer Revenue Contribution | Customer | Business | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | :--- | | Customer B | Construction Engineering | 424,926 | 378,424 | | Customer A | Environmental Protection | — | 56,925 | | Total | | 424,926 | 435,349 | 5. Finance Costs FY2024 total finance costs were HKD 17.14 million, with net finance costs of HKD 11.97 million after capitalizing interest FY2024 Finance Costs Analysis | Item | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Interest on Amounts Due to Related Parties | 5,205 | 5,519 | | Interest on Bank Loans, Overdrafts and Other Borrowings | 9,724 | 5,885 | | Interest on Convertible Bonds | 51 | 225 | | Interest Portion of Lease Liabilities | 810 | 247 | | Bond Interest | 1,350 | 917 | | Interest on Other Payables | — | 221 | | Total | 17,140 | 13,014 | | Less: Interest Capitalized | (5,170) | (2,193) | | Net Finance Costs | 11,970 | 10,821 | 6. Profit/(Loss) Before Tax FY2024 profit before tax was HKD 31.784 million, a significant improvement from FY2023's loss, with key costs including inventory, construction, and employee benefits FY2024 Major Expenses for Profit Before Tax | Item | 2024 (Thousand HKD) | | :--- | :--- | | Cost of Inventories Sold | 35,806 | | Construction Engineering Costs | 502,384 | | Kitchen Waste Treatment Service Costs | 9,692 | | Auditor's Remuneration | 1,857 | | Depreciation | 24,154 | | Amortization of Other Intangible Assets | 491 | | Amortization of Operating Concessions | 5,349 | | Expected Credit Losses on Financial and Contract Assets | 1,805 | | Employee Benefit Expenses (excluding directors' emoluments) | 127,113 | 7. Income Tax Credit/(Expense) FY2024 saw an income tax credit of HKD 0.277 million, mainly from deferred tax, contrasting with FY2023's HKD 4.016 million expense FY2024 Income Tax Credit/(Expense) | Item | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Expense for the Year - PRC | (8) | (3,028) | | Deferred Tax | 285 | (988) | | Total Income Tax Credit/(Expense) for the Year | 277 | (4,016) | 8. Earnings/(Loss) Per Share Attributable to the Owners of the Company FY2024 basic and diluted EPS were HKD 0.18 cents, reversing FY2023's HKD 1.70 cents loss, with share options impacting diluted EPS FY2024 Earnings/(Loss) Per Share Data | Metric | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic Earnings/(Loss) Per Share | 0.18 | (1.70) | | Diluted Earnings/(Loss) Per Share | 0.18 | (1.70) | - For FY2024, the weighted average number of ordinary shares used for basic earnings per share was 1,558,890,364 shares, and for diluted earnings per share was 1,563,075,845 shares174176 - Diluted loss was not presented for FY2023 as share options and convertible bonds had an anti-dilutive effect158176 9. Trade and Retention Receivables As of March 31, 2024, net trade receivables were HKD 95.964 million and net retention receivables were HKD 26.018 million, with credit terms up to 90 days FY2024 Trade and Retention Receivables | Item | 2024 (Thousand HKD) | | :--- | :--- | | Trade Receivables | 98,954 | | Impairment | (2,990) | | Net Trade Receivables | 95,964 | | Retention Receivables | 26,664 | | Impairment | (646) | | Net Retention Receivables | 26,018 | | Total | 121,982 | | Portion classified as current assets | 110,960 | | Non-current portion | 11,022 | FY2024 Ageing Analysis of Trade Receivables (excluding retention receivables) | Ageing | 2024 (Thousand HKD) | | :--- | :--- | | Within 30 days | 60,269 | | 31 to 60 days | 12,056 | | 61 to 90 days | 12,234 | | Over 90 days | 11,405 | | Total | 95,964 | - The Group generally grants credit terms of no more than 90 days to customers, with interim progress payment applications for construction contracts typically submitted monthly and settled within 1 month163179 10. Trade and Retention Payables As of March 31, 2024, trade payables were HKD 144 million and retention payables were HKD 15.629 million, with varying settlement periods FY2024 Trade and Retention Payables | Item | 2024 (Thousand HKD) | | :--- | :--- | | Trade Payables | 144,157 | | Retention Payables | 15,629 | | Total | 159,786 | | Portion classified as current liabilities | 147,532 | | Non-current portion | 12,254 | FY2024 Ageing Analysis of Trade Payables (excluding retention payables) | Ageing | 2024 (Thousand HKD) | 2023 (Thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 38,595 | 25,794 | | 31 to 60 days | 19,889 | 24,345 | | 61 to 90 days | 15,046 | 6,625 | | Over 90 days | 70,627 | 52,034 | | Total | 144,157 | 108,798 | - Trade payables are non-interest bearing and generally settled within 30 to 180 days, while retention payables are settled with subcontractors 1 to 2 years after contract completion167 Management Discussion and Analysis This section reviews the Group's operating performance, financial position, and outlook across construction and environmental businesses, highlighting revenue growth, profit turnaround, and strategic focus Business Review The Group's construction revenue grew 16.7% to HKD 511.3 million with declining margins, while environmental revenue grew 9.3% to HKD 117 million - The Group primarily engages in construction engineering and environmental protection businesses, including foundation works, civil engineering, general building works, kitchen waste treatment, environmental industrial park development and management, and new energy materials168208 I Construction Business FY2024 construction revenue grew 16.7% to HKD 511.3 million, but gross margin declined to 4.0% due to project delays and lower new project margins - FY2024 construction segment revenue was approximately HKD 511.3 million, an increase of 16.7% from FY2023, primarily due to an increase in the number of large-scale projects189 - The overall gross margin for the construction business decreased to approximately 4.0% (FY2023: 5.0%), mainly due to delays in specific projects and lower overall gross margins for newly awarded projects189 - Approximately 86.4% of revenue was derived from public foundation projects, with the Mei Tung Estate foundation project contributing approximately HKD 424.9 million189 - In FY2024, 7 projects were completed (FY2023: 4), and 7 new projects were awarded (FY2023: 2), with a total contract value of approximately HKD 313.8 million (FY2023: HKD 957.3 million)190211 - As of March 31, 2024, there were 5 ongoing projects (FY2023: 2)190211 II Environmental Protection Business FY2024 environmental revenue grew 9.3% to HKD 117 million, with mixed performance in kitchen waste treatment, progress in eco-industrial parks, and new energy materials production - FY2024 environmental protection business revenue increased by approximately 9.3% to approximately HKD 117 million (FY2023: approximately HKD 107 million)215245 1. Kitchen Waste Treatment Related Business FY2024 kitchen waste treatment revenue decreased to HKD 74.3 million due to reduced construction income, with varied progress across different projects - FY2024 kitchen waste treatment revenue was approximately HKD 74.3 million (FY2023: approximately HKD 107 million), mainly due to reduced construction revenue from the Xuancheng project218199 - Kitchen waste treatment revenue includes construction revenue and operating revenue (including government grants and byproduct sales) from BOT projects197220 (i) Hefei Plant The Hefei project became wholly-owned on March 31, 2024, achieving its planned 200 tonnes per day processing capacity in March - The Hefei project became wholly-owned by the Group on March 31, 2024, having previously been 60% owned by the Group8226 - The Hefei project operates under a BOT model, with a planned processing capacity of 200 tonnes per day, which was achieved in March 2024198409410248 (ii) Xuancheng Plant The Xuancheng project, a wholly-owned subsidiary, has a 300 tonnes per day planned capacity, with trial commercial operation approved in March 2024 - The Xuancheng project is a wholly-owned subsidiary of the Group, with a total planned processing capacity of 300 tonnes per day, to be constructed in two phases, under a 30-year concession period202225 - In March 2024, the Xuancheng project's processing volume gradually increased to 100 tonnes per day and was approved for trial commercial operation203224227 - Phase 1 of the Xuancheng project was substantially completed during the year ended March 31, 2023249251 (iii) Dunhua Plant The Dunhua project, with a 210 tonnes per day planned capacity and 30-year concession, has not commenced operations due to land acquisition - The Dunhua project has a planned processing capacity of 210 tonnes per day and has been granted a 30-year exclusive concession (BOT model)230232254256 - As of March 31, 2024, the Dunhua project has not commenced any business or construction due to the municipal government's land acquisition work232254 (iv) Guoyang Plant The Guoyang project, with a 126 tonnes per day planned capacity and 25-year concession, obtained land use rights but has not commenced operations - The Guoyang project has a planned processing capacity of 126 tonnes per day and a 25-year concession period, with the concession agreement signed in March 2022233255257 - Land use rights for construction were obtained during the year, but as of the announcement date, no business or construction has commenced234261 (v) Hanzhong Plant The Hanzhong project, an 80% owned subsidiary, is still negotiating concession and site selection with the government, with no operations commenced - The Hanzhong project, an 80% owned subsidiary of the Group, has been negotiating concession arrangements and site selection with the Hanzhong Municipal Government since its establishment237239 - As of the announcement date, relevant departments including Hanzhong Municipal Development and Reform Commission, Urban Investment, and Urban Management Bureau have not reached a consensus on the above matters16238 - As of March 31, 2024, the Hanzhong project has not commenced any business or construction9240 - In FY2023, the Urban Management Bureau of a district under the Hanzhong Municipal Government unilaterally signed a concession arrangement with another enterprise to handle kitchen waste in that district260263 (vi) Hancheng Plant The Hancheng project's construction is pending since FY2020 due to design and land issues, with an impairment loss of RMB 1.797 million recognized - The Hancheng project's construction has been pending since FY2020 due to wastewater treatment system design flaws and land occupation issues242266 - The Group has submitted the matter to the Shaanxi Provincial People's Congress Standing Committee and Provincial People's Government for prompt resolution295 - As of March 31, 2024, an impairment loss of approximately RMB 1.797 million (approximately HKD 1.797 million) was recognized11270 - The Group reached an understanding with Hancheng Supply and Marketing Cooperative and proposed to terminate the development of the Hancheng project, with liquidation arrangements pending audit completion268269 2. Development and Management of Environmental Protection Industrial Park The Yixing Project commenced construction with a RMB 100 million syndicated loan, while the Xi'an project's land bid and Group's capital injection are pending 1 Yixing Project The Yixing Project, a wholly-owned subsidiary, commenced construction of its V-MEMD technology base with a USD 160 million investment and RMB 100 million loan - The Yixing Project invests in a multi-effect membrane distillation (V-MEMD) technology production and R&D base, with a total investment of approximately USD 160 million, to be carried out in 3 phases, with Phase 1 investment of approximately USD 40 million274302 - Formal construction permits were obtained and construction commenced during the year. A RMB 100 million syndicated loan was secured in February 2024273276 - The Yixing Project is primarily for leasing purposes, and its land use rights are classified as investment properties301303 2 Xi'an Project The Group established Yisheng Zhihui (62.5% owned) with USD 10 million registered capital to bid for a Xi'an land plot, but the bid and Group's capital injection are pending - The Group, with two other investors, established Yisheng Zhihui with a registered capital of USD 10 million (approximately HKD 77.9 million), where the Group holds 62.5% equity13305 - Yisheng Zhihui's main businesses include sales, manufacturing, and R&D of environmental protection equipment, park management services, and it plans to bid for a land plot in Xi'an National High-tech Industrial Development Zone279281 - As of March 31, 2024, the land plot has not yet been publicly tendered, and the Group has not made any capital injection into Yisheng Zhihui280282 - If Yisheng Zhihui successfully bids for the land plot, other investors may choose to exercise their call options, potentially reducing the Group's equity interest to 33.34%306308 3. New Energy Materials The Group is expanding into new energy materials, with Shenzhen Huamingsheng commencing production and Hantang Mingsheng formed via patent technology injection (i) Shenzhen Huamingsheng — 51% Owned Non-wholly Owned Subsidiary Shenzhen Huamingsheng (51% owned) commenced trial production of graphite-based anode materials in June 2023, generating HKD 42.6 million revenue in FY2024 - The Group and Shanghai Bakus established Shenzhen Huamingsheng with a registered capital of RMB 68.6 million, where the Group holds 51% equity, making it a non-wholly owned subsidiary287312 - Shenzhen Huamingsheng's main business includes the production of graphite-based anode materials, with a planned annual output of 2,000 tonnes287312340 - The Group has made a full cash capital injection, while Shanghai Bakus completed its capital injection by contributing patent technology314341 - Shenzhen Huamingsheng commenced trial production in June 2023, generating approximately HKD 42.6 million in revenue in FY2024 (FY2023: approximately HKD 1.97 million)316 (ii) Hantang Mingsheng — 30% Owned Associate Shenzhen Huamingsheng (30% owned) established associate Hantang Mingsheng with RMB 350 million registered capital, injecting RMB 105 million in patent technology for a HKD 52.9 million non-cash gain - Shenzhen Huamingsheng and Hantang Senyuan established associate Hantang Mingsheng with a registered capital of RMB 350 million (approximately HKD 381.3 million), where Shenzhen Huamingsheng holds 30% equity320345 - Shenzhen Huamingsheng injected RMB 105 million in patent technology into Hantang Mingsheng, generating a non-cash gain of approximately HKD 52.9 million322326351352 - As of March 31, 2024, Hantang Mingsheng was in its establishment phase and not yet operational325353 Financial Review FY2024 revenue grew 15.2% to HKD 628.2 million, achieving a profit turnaround, with increased other income and administrative expenses, while liquidity decreased and gearing improved - FY2024 Group revenue increased by approximately 15.2% to approximately HKD 628.2 million, primarily due to increases in construction and environmental protection businesses473476 - Profit for the year attributable to owners of the company was approximately HKD 2.9 million, compared to a loss of approximately HKD 20.8 million in the previous year457461 - Basic and diluted earnings per share were both HKD 0.18 cents, reversing last year's loss per share of HKD 1.70 cents458462474477 Results of the Group FY2024 Group revenue grew 15.2% to HKD 628.2 million, achieving a profit of HKD 2.9 million attributable to owners, with EPS of HKD 0.18 cents - FY2024 Group revenue increased by approximately 15.2% to approximately HKD 628.2 million, primarily due to increases in construction and environmental protection businesses473476 - Profit for the year attributable to owners of the company was approximately HKD 2.9 million, compared to a loss of approximately HKD 20.8 million in the previous year457461 - Basic and diluted earnings per share were both HKD 0.18 cents, reversing last year's loss per share of HKD 1.70 cents458462474477 Other Income and Gains, Net Other income and gains, net, significantly increased from HKD 38.2 million in FY2023 to HKD 81.7 million in FY2024, driven by patent technology gains and government grants - Other income and gains, net, increased from approximately HKD 38.2 million to HKD 81.7 million459462 - Key contributions were from: (i) a gain of approximately HKD 52.9 million from capital injection of patent technology into Hantang Mingsheng; (ii) fair value changes of approximately HKD 5.6 million for the Yixing Project; and (iii) government grants of approximately HKD 8.5 million and HKD 1 million as investment incentives for the Yixing Project and Tianjin operations459462 Administrative Expenses Administrative expenses slightly increased by 6% to HKD 97.2 million in FY2024, primarily due to Shenzhen Huamingsheng's full-year expenses and increased share option costs - Administrative expenses slightly increased by 6% from approximately HKD 91.7 million in FY2023 to HKD 97.2 million in FY2024506 - The increase was mainly due to: (i) full-year expenses for Shenzhen Huamingsheng in FY2024 (only 4 months in FY2023); and (ii) an increase in share option expenses of approximately HKD 10 million (FY2023: HKD 2.3 million), recognized together with share options granted in August 2023506 Finance Costs Group finance costs increased by 10.6% to HKD 12 million in FY2024, despite lower borrowing, as the Yixing Project's RMB 100 million loan had minimal drawdown - Group finance costs increased by approximately 10.6% from approximately HKD 10.8 million in FY2023 to approximately HKD 12 million in FY2024, despite a decrease in the Group's overall borrowing levels506 - The Yixing Project secured a RMB 100 million syndicated loan in February 2024, but the actual drawdown as of March 31, 2024, was minimal, thus not incurring significant finance costs for the year506 Liquidity and Financial Resources As of March 31, 2024, bank balances and cash decreased to HKD 37.3 million, total interest-bearing borrowings were HKD 199.3 million, and the current ratio declined to 1.04 - As of March 31, 2024, bank balances and cash were approximately HKD 37.3 million (FY2023: approximately HKD 134.5 million)506 - Total interest-bearing borrowings were approximately HKD 199.3 million (FY2023: approximately HKD 203 million)506 - The current ratio was approximately 1.04 (FY2023: approximately 1.33)506 - The Group will continue to monitor and assess liquidity by seeking new financing resources and/or reasonably controlling project outflows and progress506 - The Group's borrowings and bank balances are primarily denominated in HKD and RMB, potentially exposing it to significant foreign currency exchange rate fluctuation risks466506 Gearing Ratio As of March 31, 2024, the gearing ratio was approximately 118.4%, a decrease from 121.5% in FY2023, due to increased shareholder equity - As of March 31, 2024, the gearing ratio was approximately 118.4% (FY2023: approximately 121.5%)412465 - The decrease in the gearing ratio was primarily due to an increase in the Group's overall equity attributable to shareholders during the year464508 - The gearing ratio is calculated by dividing payables arising from non-ordinary course of business (excluding loans from related companies/directors/shareholders) by the total equity attributable to owners of the company for each year483507 Pledge of Assets As of March 31, 2024, the Group pledged HKD 6.464 million in property, plant and equipment, HKD 56.413 million in investment properties, and other assets for financing - As of March 31, 2024, the Group had pledged approximately HKD 6.464 million in property, plant and equipment (FY2023: approximately HKD 35.255 million) and approximately HKD 56.413 million in investment properties (FY2023: nil)466 - Trade receivables and concession arrangements were also pledged as collateral for the Group's facilities466 - The Group also pledged equity interests in subsidiaries as security for certain facilities466 Fund-raising Activities in the Past 12 Months From September to October 2023, the Group raised HKD 40.45 million via convertible bonds and new shares, allocated for equipment, anode material development, and working capital Fund-raising Activities in the Past 12 Months | Announcement Date | Fund-raising Activity | Net Proceeds | Intended Use of Proceeds | Actual Use of Proceeds (as of March 31, 2023) | | :--- | :--- | :--- | :--- | :--- | | September 13, October 5 and October 31, 2023 | Initial issuance of convertible bonds with an aggregate principal amount of approximately HKD 29.99 million, and issuance of 57,636,000 new shares at HKD 0.53 per share. The share subscription was completed on October 5, 2023. The convertible bonds were reduced to approximately HKD 20 million, and a termination deed was entered into on October 31, 2023. Convertible bonds with a principal amount of approximately HKD 10 million were converted into shares in November 2023, and the remaining outstanding balance was fully redeemed. | Approximately HKD 40.45 million | (i) Approximately HKD 30 million for the development of graphene-based anode materials and potential construction of production facilities; (ii) Approximately HKD 10.45 million for general working capital. | (i) Except for approximately HKD 6.5 million used for related equipment and facility procurement, the remaining net proceeds are expected to be used in the year ending March 31, 2025; (ii) Fully used for intended purposes; (iii) Approximately HKD 10 million used for early redemption of the principal of convertible bonds. | Capital Commitments As of March 31, 2024, the Group's capital commitments for projects significantly increased to HKD 126 million from HKD 1.7 million in FY2023 - As of March 31, 2024, the Group's capital commitments for projects in the ordinary course of business were approximately HKD 126 million (FY2023: HKD 1.7 million)416512 Human Resources Management As of March 31, 2024, the Group had 363 employees, with total staff costs of HKD 134.4 million, and remuneration based on market practice and performance - As of March 31, 2024, the Group had 363 employees (including directors), an increase from 309 in FY2023418494 - Total staff costs (including directors' emoluments) for FY2024 were approximately HKD 134.4 million, an increase from HKD 102 million in FY2023418494 - Remuneration is determined with reference to market practice, individual performance, qualifications, and experience, with retirement benefits, casualty insurance, and share options provided418422515 Significant Investments Held In FY2024, the Group held no significant equity investments and undertook no major acquisitions or disposals of subsidiaries or associates - In FY2024, the Group did not hold any significant equity investments in other companies419495 - Except as disclosed in this announcement, the Group did not undertake any significant acquisitions or disposals of subsidiaries and associates492518 Purchase, Sale or Redemption of the Company's Listed Securities In FY2024, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - In FY2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities421497 Contingent Liabilities As of March 31, 2024, outstanding performance guarantees for construction contracts increased to approximately HKD 44.6 million - As of March 31, 2024, the Group's outstanding performance guarantees for construction contracts amounted to approximately HKD 44.6 million (FY2023: approximately HKD 36.9 million)424516 Outlook The Group maintains cautious optimism for the Hong Kong foundation industry and a bright outlook for new energy materials, focusing on technology, quality, and carbon asset development - The Hong Kong construction industry faces challenges of intense competition and rising material and labor costs, impacting profitability404469 - The directors remain cautiously optimistic about the prospects of the foundation industry in Hong Kong, driven by long-term housing development404469 - The anode material industry is highly competitive, with new suppliers continuously entering the market and raw material prices declining4451 - With increasing environmental awareness, energy efficiency, and risk factors, global demand for new energy continues to rise, presenting a bright overall industry outlook379468 - The Group will strengthen technology, enhance product quality, actively expand into new energy materials, and explore internal carbon asset development379408452468 Other On-going Matters This section details two ongoing matters: Clear Industry's equity return and cash refund are largely complete, and Vimab's acquisition agreement issues are under negotiation 1. Clear Industry Clear Industry's equity return and RMB 36 million cash refund are largely complete, with RMB 0.14 million in fines recovered, and only consideration shares pending sale - The Group has returned all equity in Clear Industry and recovered a RMB 36 million cash refund in accordance with the settlement agreement331357 - During the year, the People's Court ruled in favor of the Group, and approximately RMB 0.14 million in fines has been received331357 - The consideration shares have not yet been sold, and the Group intends to sell them when market prices reach optimal levels334386 - Except for the consideration shares yet to be sold, the ongoing matters concerning Clear Industry should be considered concluded361387 2. Vimab Holding AB ("Vimab") The lock-up condition for Vimab acquisition consideration shares cannot be lifted due to Vimab's subsidiary status change and indeterminable EBITDA, with negotiations ongoing - The lock-up condition for 19,488,428 consideration shares in the Vimab acquisition agreement cannot be lifted because Vimab is no longer a subsidiary and audited EBITDA cannot be determined365368390393 - Seller A has been liquidated, and its interest in the locked-up shares has been transferred to Seller B, who is now the sole beneficial owner of all locked-up shares369391 - The Group is negotiating with Seller B to resolve this issue369391 Significant Event After the Reporting Period Post-reporting period, Yisheng Zhihui's voluntary liquidation is pending, and the Group acquired 60% of Shanxi Tianhe for RMB 0.5 million for animal disposal business - Subsequent to the reporting period, Yisheng Zhihui's shareholders resolved to proceed with voluntary liquidation of Yisheng Zhihui, which is pending completion397400 - The liquidation of Yisheng Zhihui is not expected to have a significant impact on the Group, and the Group's liabilities under the joint venture agreement will be fully discharged372375 - In February 2024, the Group acquired a 60% equity interest in Shanxi Tianhe for RMB 0.5 million, which will engage in the harmless disposal of diseased livestock and poultry, with the transfer registration completed in May 20241373376398399401 Corporate Governance Practices The company adopted the Model Code and a compliance manual, with the Board confirming FY2024 compliance with the Corporate Governance Code, and the Audit Committee recommending annual results approval and auditor re-appointment - The company has adopted the Model Code in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance429449499525538 - The company has adopted a compliance manual, which includes provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules428539 - The Board believes the company has complied with the provisions of the Corporate Governance Code in FY2024430524 - The Audit Committee has reviewed and recommended the Board to approve the annual results, and recommended the re-appointment of BDO Limited as auditors444504543 Final Dividend The Board does not recommend paying a final dividend for FY2024 to shareholders - The Board does not recommend paying a final dividend for FY2024 to shareholders (FY2023: nil)442501526 Annual General Meeting and Other Information The Annual General Meeting is scheduled for August 16, 2024, with share transfer suspension from August 13-16, and the annual report will be published online - The company will hold its Annual General Meeting on Friday, August 16, 2024447547 - Share transfer registration will be suspended from Tuesday, August 13, 2024, to Friday, August 16, 2024435533546 - The annual report and results announcement will be published on the Stock Exchange website and the company's website in due course446448532548 - As of the announcement date, the executive directors are Mr. Zhu Yongjun, Mr. Pan Yimin, and Mr. Li Xixun; the non-executive directors are Mr. Lam Ka Hong and Dr. Ge Xiaolin; and the independent non-executive directors are Ms. Du Yun, Mr. Law Chun Chiu, Dr. Tong Ka Lok, and Mr. Choi Wai Shek450550
创业集团控股(02221) - 2024 - 年度业绩