Annual Performance Overview Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2024, the company experienced a significant decline in revenue, leading to an expanded operating loss and a substantial increase in loss for the year | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 35,141 | 104,601 | (69,460) | -66.4% | | Cost of services provided | (33,261) | (107,479) | 74,218 | -69.0% | | Gross profit/(loss) | 1,880 | (2,878) | 4,758 | N/A | | Other income | 1,188 | 4,263 | (3,075) | -72.1% | | Net other gains or losses | (13,287) | (827) | (12,460) | 1506.6% | | Operating loss | (16,713) | (9,242) | (7,471) | 80.8% | | Loss before tax | (17,433) | (9,963) | (7,470) | 75.0% | | Loss and total comprehensive expense for the year attributable to owners of the Company | (17,433) | (9,963) | (7,470) | 75.0% | | Loss per share (basic and diluted) (HK cents) | (5.78) | (3.30) | (2.48) | 75.2% | Consolidated Statement of Financial Position As of March 31, 2024, the company's net current assets and total equity both decreased, primarily due to a reduction in financial assets at fair value through profit or loss | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 243 | 323 | (80) | -24.8% | | Current assets | 81,311 | 105,191 | (23,880) | -22.7% | | Current liabilities | 48,437 | 54,964 | (6,527) | -11.9% | | Net current assets | 32,874 | 50,227 | (17,353) | -34.5% | | Net assets | 33,117 | 50,550 | (17,433) | -34.5% | | Total equity | 33,117 | 50,550 | (17,433) | -34.5% | | Financial assets at fair value through profit or loss | 22,710 | 36,063 | (13,353) | -37.0% | | Cash and bank balances | 4,005 | 8,152 | (4,147) | -50.9% | Notes to the Consolidated Financial Statements 1. General Information WMHW Holdings Limited, formerly Luen Wong Group Holdings Limited, was incorporated in the Cayman Islands, primarily engaged in construction engineering and investment holding, with its name changed on September 22, 2023 - The company's English name changed from 'Luen Wong Group Holdings Limited' to 'WMHW Holdings Limited', and its Chinese name from '聯旺集團控股有限公司' to '萬民好物控股有限公司', effective September 22, 20239 - The Group is principally engaged in the provision of construction engineering services and investment holding9 2. Summary of Significant Accounting Policies This section outlines the Group's significant accounting policies for consolidated financial statements, including preparation basis, revenue recognition, financial instruments, and other key areas - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and comply with the disclosure requirements of the GEM Listing Rules and the Hong Kong Companies Ordinance10 - Revenue is recognized when performance obligations are satisfied, meaning control of services is transferred to the customer, primarily measured using the output method1420 - Impairment assessment for financial assets uses the Expected Credit Loss (ECL) model, recognizing lifetime expected credit losses for trade receivables and contract assets5051 3. Revenue The Group's revenue primarily derives from civil engineering and renovation works, with total revenue for FY2024 significantly decreasing to HK$35,141 thousand from HK$104,601 thousand in FY2023 | Type of Service | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Provision of civil engineering works | 3,810 | 22,416 | (18,606) | -83.0% | | Provision of alteration and addition works | 31,331 | 82,185 | (50,854) | -61.9% | | Revenue from contracts with customers recognized over time | 35,141 | 104,601 | (69,460) | -66.4% | - As of March 31, 2024, the transaction price allocated to remaining performance obligations was HK$67,847 thousand, expected to be recognized within one year78 4. Segment Information The Group's operations are primarily focused on a single segment of civil engineering and renovation works in Hong Kong, with Customer B contributing HK$31,332 thousand in FY2024, representing the majority of total revenue - The Group's operations are located in Hong Kong, with all revenue and non-current assets derived from Hong Kong80 Major Customers | Major Customers | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | – | 19,480 | | Customer B | 31,332 | 81,485 | 5. Net Other Gains or Losses In FY2024, the Group recorded a net other loss of HK$13,287 thousand, primarily due to fair value changes in financial assets at fair value through profit or loss Net Other Gains or Losses Breakdown | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Fair value changes of financial assets at fair value through profit or loss | (13,287) | (1,386) | | Gain on disposal of property, plant and equipment | – | 796 | | Loss on disposal of right-of-use assets | – | (237) | | Total | (13,287) | (827) | 6. Net Impairment Losses Reversal/(Recognition) under Expected Credit Loss Model In FY2024, the Group recognized a net impairment loss reversal of HK$1,073 thousand under the expected credit loss model, primarily due to trade receivables reversal offsetting recognition for contract assets and deposits and other receivables Impairment Losses Breakdown | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables written off | (380) | – | | Impairment loss reversal/(recognition) on trade receivables | 2,589 | 2,109 | | Impairment loss reversal/(recognition) on contract assets | (772) | (6,131) | | Impairment loss reversal/(recognition) on deposits and other receivables | (364) | 22 | | Total | 1,073 | (4,000) | 7. Loss Before Tax In FY2024, the Group's loss before tax was HK$17,433 thousand, primarily influenced by increased staff costs and a significant reduction in short-term site equipment lease costs Components of Loss Before Tax | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Finance costs | 720 | 721 | (1) | -0.1% | | Staff costs (including directors' emoluments) | 4,469 | 9,511 | (5,042) | -53.0% | | Auditors' remuneration | 360 | 399 | (39) | -9.8% | | Depreciation of property, plant and equipment | 80 | 80 | 0 | 0.0% | | Lease costs for short-term site equipment | 85 | 2,535 | (2,450) | -96.6% | 8. Income Tax Expense The Group generated no assessable profits in both FY2024 and FY2023, resulting in no Hong Kong profits tax provision - The Group generated no assessable profits in or derived from Hong Kong, thus no Hong Kong profits tax provision was made for both years87 9. Dividends For the year ended March 31, 2024, the Company neither declared nor paid any dividends to its shareholders - For the year ended March 31, 2024, the Company neither declared nor paid any dividends to its shareholders (2023: nil), and no dividends were declared after the reporting period88 10. Loss Per Share Basic and diluted loss per share for FY2024 was 5.78 HK cents, an increase from 3.30 HK cents in FY2023, reflecting the expanded loss for the year Loss Per Share Calculation | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HK$ thousand) | (17,433) | (9,963) | | Weighted average number of shares for basic and diluted loss per share calculation (thousand shares) | 301,860 | 301,860 | | Loss per share (HK cents) | (5.78) | (3.30) | 11. Trade and Other Receivables As of March 31, 2024, total trade and other receivables amounted to HK$37,695 thousand, with net trade receivables (after credit loss provision) at HK$33,398 thousand, largely overdue by over 365 days but still considered recoverable Trade and Other Receivables Summary | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables from contracts with customers | 47,255 | 46,778 | | Less: provision for credit losses | (13,857) | (16,446) | | Net trade receivables | 33,398 | 30,332 | | Amounts due from securities brokers | 615 | 552 | | Performance bond deposits | 2,812 | 3,177 | | Other receivables, deposits and prepayments | 870 | 965 | | Total | 37,695 | 35,026 | Aging Analysis of Trade Receivables | Aging | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 2,069 | 1,890 | | 31 to 60 days | 275 | 925 | | 61 to 90 days | 699 | – | | 91 to 180 days | 1,747 | 4,130 | | 181 to 365 days | 1,474 | – | | Over 365 days | 27,134 | 23,387 | | Total | 33,398 | 30,332 | - Trade receivables with a carrying amount of approximately HK$31,329 thousand (2023: HK$29,158 thousand) were past due at the end of the reporting period, of which HK$23,134 thousand (2023: HK$23,387 thousand) were overdue for over one year but still considered recoverable by the directors93 12. Trade and Other Payables As of March 31, 2024, total trade and other payables amounted to HK$32,029 thousand, a slight increase from last year, primarily comprising trade payables and retention money payable Trade and Other Payables Summary | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 12,672 | 10,011 | | Retention money payable | 12,851 | 14,990 | | Provision for long service payments | 928 | 965 | | Amounts due to directors of certain subsidiaries | 24 | 24 | | Accruals and other payables | 5,554 | 4,797 | | Total | 32,029 | 30,787 | Aging Analysis of Trade Payables | Aging | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 2,223 | 2,558 | | 31 to 60 days | 277 | 488 | | 61 to 90 days | 783 | – | | Over 90 days | 9,389 | 6,965 | | Total | 12,672 | 10,011 | 13. Share Capital As of March 31, 2024, the Company's authorized share capital was HK$500,000 thousand, with issued and fully paid share capital at HK$48,298 thousand and 301,860 thousand shares, unchanged from the previous year Share Capital Structure | Item | Number of Shares (thousand shares) | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | Authorized: Ordinary shares of HK$0.16 each | 500,000 | 500,000 | | Issued and fully paid: As at March 31, 2024 | 301,860 | 48,298 | Management Discussion and Analysis Business Review The Group possesses over 24 years of civil engineering subcontracting experience in Hong Kong, with core businesses including road and drainage, structural, site formation, and alteration and addition works - The Group has over 24 years of experience in providing civil engineering services as a subcontractor in Hong Kong100 - The principal civil engineering works undertaken include road and drainage works, structural works, site formation works, and alteration and addition works100 Prospects Looking to 2025, both opportunities and challenges are anticipated; government infrastructure spending will create business opportunities, but geological conditions, weather, client changes, and unforeseen issues may still impact profitability. The Group plans to strengthen its competitive edge, control costs, and assess the feasibility of civil engineering operations in Japan and Thailand to enhance shareholder returns - The year 2025 is expected to present both opportunities and challenges, with government public expenditure on infrastructure creating more business opportunities101 - The Group will continue to strengthen its competitive advantages within the civil engineering industry, prudently evaluate projects, and control overall costs101 - To enhance shareholder returns, the Group will assess the feasibility of obtaining necessary licenses to commence civil engineering and related operations in other countries such as Japan and Thailand101 Principal Investments The Group's principal investments are financial assets at fair value through profit or loss, totaling HK$22,710 thousand as of March 31, 2024, representing 27.8% of total assets. Investment in Wellong Holdings Limited accounted for approximately 11.2% of total assets but incurred HK$16,029 thousand in realized and unrealized losses Principal Investments Summary | Principal Investments | 2024 Realized and Unrealized Losses (HK$ thousand) | 2024 Number of Shares Held (thousand shares) | 2024 Fair Value (HK$ thousand) | 2024 Approximate Percentage of Total Assets (%) | 2023 Fair Value (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Wellong Holdings Limited | 16,029 | 381,660 | 9,160 | 11.2% | 25,189 | | Other listed equity securities | – | – | 13,550 | 16.6% | 10,874 | | Total | – | – | 22,710 | 27.8% | 36,063 | - The Group's investment strategy is to invest in a diversified and flexible portfolio to maximize sustainable long-term returns, aiming for high growth while ensuring continuous stable growth of its traditional businesses103 Financial Review The Group's FY2024 revenue significantly decreased by 66.4% to HK$35,141 thousand due to intense competition and project completion. Gross profit turned positive from a loss, but expanded net other losses and increased administrative expenses led to a 75% wider loss for the year, reaching HK$17,433 thousand - The Group's total revenue decreased by approximately HK$69,460 thousand from approximately HK$104,601 thousand in FY2023 to approximately HK$35,141 thousand in FY2024, primarily due to reduced construction projects from intense industry competition and the completion of several large construction projects105 - Gross profit reversed from a gross loss of approximately HK$2,878 thousand in FY2023 to a gross profit of approximately HK$1,880 thousand in FY2024, mainly because gross losses from completed projects were offset by gross profits from new projects106 - Other gains or losses changed from a loss of approximately HK$827 thousand in FY2023 to a loss of HK$13,287 thousand in FY2024, primarily including unrealized losses on financial assets at fair value through profit or loss115 - Administrative and other operating expenses increased by 30.5% from approximately HK$5,800 thousand in FY2023 to approximately HK$7,567 thousand in FY2024, mainly due to increased staff costs and severance payments117 - Loss for the year increased by HK$7,470 thousand from approximately HK$9,963 thousand in FY2023 to approximately HK$17,433 thousand in FY2024, primarily resulting from the net effect of decreased revenue and other income, and increased net losses from other gains or losses120 Liquidity, Financial Resources and Capital Structure As of March 31, 2024, the Group's current ratio decreased to approximately 1.6 times, and its gearing ratio increased to approximately 36%. Total interest-bearing debt remained at HK$12,000 thousand, but liquidity remains adequate with available bank balances and cash - As of March 31, 2024, the Group's current ratio decreased to approximately 1.6 times, compared to approximately 1.9 times as of March 31, 2023121 - The Group's total interest-bearing debt was approximately HK$12,000 thousand as of both March 31, 2024, and March 31, 2023121 - As of March 31, 2024, the gearing ratio, calculated as total interest-bearing borrowings and lease liabilities divided by total equity at period-end multiplied by 100%, was approximately 36% (March 31, 2023: approximately 24%)121 - As of March 31, 2024, the Company's issued and fully paid share capital and total equity attributable to owners of the Company were approximately HK$48,298 thousand and HK$33,117 thousand, respectively122 Commitments As of March 31, 2024, the Group had no capital commitments - As of March 31, 2024, the Group had no capital commitments (March 31, 2023: nil HK$)123 Contingent Liabilities As of March 31, 2024, the Group had no material contingent liabilities - As of March 31, 2024, the Group had no material contingent liabilities (March 31, 2023: nil HK$)124 Acquisitions and Disposals and Future Plans for Material Investments and Capital Assets During the reporting period, the Group made no material acquisitions or disposals of subsidiaries and associates, and had no other significant investment or capital asset plans beyond those disclosed - The Group did not undertake any material acquisitions or disposals of subsidiaries and associates during the reporting period125 - Save as disclosed in this annual report, the Group had no other plans for material investments or capital assets as of March 31, 2024125 Foreign Exchange Fluctuation Risk Given the Group's primary operations in Hong Kong and the Hong Kong dollar's peg to the US dollar, directors consider foreign exchange risk to be very low - The Group's business operations are conducted in Hong Kong, with its transactions, monetary assets, and liabilities denominated in Hong Kong dollars and US dollars126 - As the US dollar is pegged to the Hong Kong dollar at an exchange rate of US$1 to HK$7.80, the directors consider the Group's exposure to foreign exchange risk to be very low126 Pledge of the Group's Assets As of March 31, 2024, the Group's total interest-bearing debt was HK$12,000 thousand, with no general bank financing - As of March 31, 2024, the Group's total interest-bearing debt (including bonds payable and lease liabilities) was approximately HK$12,000 thousand (2023: HK$12,000 thousand)127 - As of March 31, 2024, and March 31, 2023, the Group had no general bank financing127 Employees and Remuneration Policy As of March 31, 2024, the Group employed 26 staff, with total staff costs of approximately HK$4,469 thousand. Remuneration is determined by qualifications, position, and seniority, offering discretionary bonuses, retirement benefits, and training - As of March 31, 2024, the Group employed approximately 26 staff (March 31, 2023: 33 staff)128 - During the reporting period, the Group recorded total staff costs (including directors' emoluments) of approximately HK$4,469 thousand (March 31, 2023: approximately HK$9,511 thousand)128 - Remuneration is determined based on each employee's qualifications, position, and seniority, with benefits including year-end discretionary bonuses, retirement benefits, various training, and subsidies for training courses128 Final Dividend The Board recommended no final dividend for the reporting period - The Board recommended no final dividend for the reporting period (2023: nil HK$)129 Events After Reporting Period As of the announcement date, the Board was unaware of any material disclosable events occurring after the reporting period - Save as disclosed in this announcement, the Board was unaware of any material disclosable events occurring after March 31, 2024, up to the date of this announcement130 Compliance with Corporate Governance Code The Company has complied with all applicable code provisions of the Corporate Governance Code in Appendix 15 of the GEM Listing Rules - The Company has complied with all applicable code provisions contained in the Corporate Governance Code and Corporate Governance Report in Appendix 15 of the GEM Listing Rules131 Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities from the listing date up to the announcement date - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities from the listing date up to the date of this announcement132 Competing Interests Directors confirmed that during the reporting period and up to the announcement date, no controlling shareholders, directors, or their close associates held interests in any business competing with the Group's operations - The directors confirmed that, during the reporting period and up to the date of this announcement, none of the then controlling shareholders or directors and their respective close associates had any interests in any business that directly or indirectly competes or may compete with the Group's business133 Code of Conduct Regarding Securities Transactions by Directors The Company has adopted the code of conduct as required by the GEM Listing Rules, with all directors confirming full compliance - The Company has adopted the required standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions in shares134 - All directors have confirmed their full compliance with the required standards of dealings set out in the code of conduct throughout the period from the listing date up to the date of this announcement134 Share Option Scheme The Company adopted a share option scheme on March 24, 2016, to attract and retain talent. As of March 31, 2024, 26,974,800 share options were granted, with exercise prices ranging from HK$0.163 to HK$1.414 and an exercise period of five years from the grant date - The Share Option Scheme was adopted on March 24, 2016, aiming to attract and retain high-caliber employees, provide further incentives, and promote the Group's business success135 - As of March 31, 2024, the Company had granted 26,974,800 share options under the Share Option Scheme, all of which are unlisted136 Share Options Granted | Category | Date of Grant | Exercise Price per Share Option (HK$) | Exercise Period | Vesting Period | Balance at April 1, 2023 | Balance at March 31, 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Director (Yu Xiao) | 2019年7月11日 | 1.414 | 5 years from grant date | Nil | 891,540 | 891,540 | | Other employees | 2019年7月11日 | 1.414 | 5 years from grant date | Nil | 3,566,160 | 3,566,160 | | Other employees | 2021年7月12日 | 0.315 | 5 years from grant date | Nil | 10,698,480 | 10,698,480 | | Other employees | 2022年3月18日 | 0.163 | 5 years from grant date | Nil | 9,144,000 | 9,144,000 | | Consultants | 2019年7月11日 | 1.414 | 5 years from grant date | Nil | 2,674,620 | 2,674,620 | | Total | – | – | – | – | 26,974,800 | 26,974,800 | Sufficiency of Public Float The Company confirmed compliance with the GEM Listing Rules' minimum public float requirement of 25% - As of the date of this announcement, the directors confirmed that the Company complied with the minimum public float requirement of 25% under the GEM Listing Rules139 Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews financial reporting, internal controls, and audit adequacy, and has reviewed the annual results announcement - The Audit Committee comprises three independent non-executive directors: Mr. Wong Chi Kam (Chairman), Ms. Lau Yin Kam, and Mr. Liu Hung Ho140 - The Committee aims to assist the Board in fulfilling its responsibilities by providing independent review and oversight of financial reporting, ensuring the effectiveness of the Group's internal controls, and the adequacy of external and internal audits to its satisfaction140 - The Audit Committee has reviewed the audited annual results for the year ended March 31, 2024, and confirmed that this announcement complies with applicable standards140 Publication of Information on the Stock Exchange Website This announcement and annual report will be published on the Stock Exchange website and the Company's website, and dispatched to shareholders in due course - This announcement will be published on the Stock Exchange website (www.hkex.com.hk) and the Company's website (www.todayir.com/en/showcases.php?code=8217)[141](index=141&type=chunk) - The annual report for the reporting period, containing all information required by the GEM Listing Rules, will be published on the Company's and the Stock Exchange's websites and dispatched to the Company's shareholders in due course141
菊福堂生物(08217) - 2024 - 年度业绩