剑虹集团控股(01557) - 2025 - 年度业绩

Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the company experienced a significant decrease in revenue, an expanded gross loss, and an increased loss for the year, primarily due to reduced compensation from the former ultimate holding company and lower finance costs Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (HK$ thousand) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | 129,580 | 175,174 | -26.0% | | Cost of sales and services provided | (173,318) | (206,213) | -15.9% | | Gross loss | (43,738) | (31,039) | +40.9% | | Other income | 5,383 | 90,925 | -94.1% | | Gain on bargain purchase of a subsidiary | 40,947 | – | N/A | | Administrative and other operating expenses | (35,376) | (33,584) | +5.3% | | Loss from operations | (56,101) | (42,381) +32.4% | | Finance costs | (946) | (9,179) | -89.7% | | Loss before tax | (57,047) | (51,560) | +10.6% | | Loss for the year | (57,592) | (51,560) | +11.7% | | Basic loss per share (HK cents) | (12.0) | (12.2) | -1.6% | Consolidated Statement of Financial Position As of March 31, 2025, the company's non-current assets significantly increased, mainly in property, plant and equipment and right-of-use assets, while net current liabilities and net liabilities expanded, further increasing the deficit in equity Consolidated Statement of Financial Position Key Data (HK$ thousand) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Non-current assets | | | | | Property, plant and equipment | 131,093 | 10,642 | +1131.8% | | Right-of-use assets | 26,375 | 2,025 | +1202.5% | | Current assets | | | | | Inventories | 2,974 | 1,314 | +126.3% | | Trade receivables | 30,120 | 31,942 | -5.7% | | Contract assets | 20,613 | 65,679 | -68.6% | | Bank and cash balances | 48,481 | 84,497 | -42.7% | | Current liabilities | | | | | Trade payables and retention money payable | 183,860 | 149,721 | +22.8% | | Contract liabilities | 162 | 11,961 | -98.6% | | Accruals and other payables | 116,203 | 40,404 | +187.6% | | Bank borrowings, secured | 6,436 | 13,645 | -52.9% | | Net current liabilities | (191,632) | (38,275) | +400.7% | | Net liabilities | (84,204) | (25,764) | +226.8% | | Deficit in equity | (84,204) | (25,764) | +226.8% | Notes to the Financial Statements Note 1. General Information Jian Hong Group Holdings Limited, incorporated in the Cayman Islands and listed on the HKEX, primarily provides foundation and building services and sells chemical products in China, with Mr. Chan Yung Sang as the ultimate controlling party - The Company is incorporated in the Cayman Islands, and its shares have been listed on the Main Board of the Stock Exchange of Hong Kong since March 18, 2016[6] - The principal activities of the Group are the provision of foundation and building services and the sale of chemical products in the PRC[6] - Fook Shun Enterprises Limited is the immediate holding company, Sendlink Limited is the ultimate holding company, and Mr. Chan Yung Sang is the ultimate controlling party[6] Note 2. Basis of Preparation The consolidated financial statements are prepared in accordance with HKFRSs and comply with HKEX Listing Rules and the Hong Kong Companies Ordinance, with management affirming the going concern assumption despite significant uncertainties - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[7] - The financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the disclosure requirements of the Hong Kong Companies Ordinance (Cap. 622)[7] Going Concern Assumption The Group's significant loss and net current liabilities raise material uncertainties about its ability to continue as a going concern, though the ultimate controlling party has pledged financial support and management plans fundraising and business expansion - For the year ended March 31, 2025, the Group incurred a loss of approximately HK$57,592,000[8] - As at March 31, 2025, the Group had net current liabilities and net liabilities of approximately HK$191,632,000 and HK$84,204,000 respectively[8] - Mr. Chan, the ultimate controlling party, has agreed to provide sufficient financial resources to enable the Group to meet its financial obligations as they fall due and to continue to operate in the foreseeable future for at least the next 12 months[11] - The Group plans to undertake fundraising activities, expand its construction and chemical materials business in the PRC, and implement cost-saving measures to maintain adequate cash flows[11] Note 3. Adoption of New and Revised HKFRSs The Group has applied several new and revised HKFRSs effective from April 1, 2024, with no significant impact on current or prior period financial statements, while HKFRS 18 is expected to significantly alter financial statement presentation Standards Applied The Group's initial application of new and revised HKFRSs effective from April 1, 2024, has not materially impacted its financial position or performance for the current and prior years - The Group has applied for the first time a number of new and revised HKFRSs that are effective for the annual period beginning on or after April 1, 2024[10] - The new and revised HKFRSs had no significant impact on the Group’s financial position and performance for the current and prior years[12] Standards Issued But Not Yet Effective The Group has not early adopted new and revised standards issued but not yet effective, with HKFRS 18 anticipated to introduce significant changes to the statement of profit or loss structure and disclosure of management-defined performance measures - The Group has not early applied any new and revised HKFRSs that have been issued but are not yet effective for the financial year beginning April 1, 2024[13] - HKFRS 18, "Presentation and Disclosure in Financial Statements," will replace HKAS 1 and introduce significant changes to the structure of the statement of profit or loss, disclosure of management-defined performance measures, and classification of information aggregation[15] - The directors are currently assessing the impact of applying HKFRS 18 on the presentation and disclosures in the consolidated financial statements[16] Note 4. Segment Information The Group's operating segments, "Foundation and Building Services" and "Chemical Products Sales," show a decline in foundation services revenue and an expanded loss, while chemical product sales revenue grew and turned profitable, with a significant shift of non-current assets and revenue to China - The Group determines its operating segments based on internal reports that are regularly reviewed by the chief operating decision maker[17] - The reportable operating segments are "Foundation and building – provision of foundation and building services" and "Chemical materials – sales of chemical products"[17] Operating Segment Information The Group's operating segments, "Foundation and Building Services" and "Chemical Products Sales," show a decline in foundation services revenue and an expanded loss, while chemical product sales revenue grew and turned profitable Reportable Segment Revenue and Results (HK$ thousand) | Segment | 2025 Revenue | 2024 Revenue | 2025 Results | 2024 Results | | :--- | :--- | :--- | :--- | :--- | | Provision of foundation and building services | 125,885 | 171,856 | (94,311) | (32,615) | | Sales of chemical products | 3,695 | 3,318 | 173 | (3,089) | | Others | – | – | – | (217) | | Total | 129,580 | 175,174 | (94,138) | (35,921) | - Unallocated gain on bargain purchase was HK$40,947 thousand in 2025, compared to zero in 2024[18] - Loss before tax increased from HK$(51,560) thousand in 2024 to HK$(57,047) thousand in 2025[18] Segment Assets and Liabilities Segment assets and liabilities show a significant increase in chemical product sales assets and liabilities, while foundation and building services assets decreased Segment Assets and Liabilities (HK$ thousand) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Segment assets | | | | | Provision of foundation and building services | 47,323 | 122,208 | -61.2% | | Sales of chemical products | 178,169 | 6,680 | +2567.2% | | Others | 42,289 | 45,450 | -7.0% | | Total segment assets | 267,781 | 174,338 | +53.6% | | Consolidated assets | 273,947 | 201,989 | +35.6% | | Segment liabilities | | | | | Provision of foundation and building services | 207,059 | 192,897 | +7.3% | | Sales of chemical products | 69,358 | 7,818 | +787.1% | | Others | – | 1,928 | -100.0% | | Total segment liabilities | 276,417 | 202,643 | +36.4% | | Consolidated liabilities | 358,151 | 227,753 | +57.2% | Geographical Information Revenue from Hong Kong significantly decreased, while revenue and non-current assets in China substantially increased, reflecting a geographical shift in the Group's operations Geographical Revenue and Non-current Assets (HK$ thousand) | Region | 2025 Revenue | 2024 Revenue | 2025 Non-current Assets | 2024 Non-current Assets | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 95,423 | 171,856 | – | 12,636 | | PRC | 34,157 | 3,318 | 157,468 | 31 | | Total | 129,580 | 175,174 | 157,468 | 12,667 | Revenue from Major Customers Revenue from major customers in foundation and building services shows changes in contributions, with some customers no longer applicable in 2025 and new ones emerging Revenue from Major Customers (HK$ thousand) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer 1 (Foundation and building services) | 55,588 | 100,009 | | Customer 2 (Foundation and building services) | N/A | 41,209 | | Customer 3 (Foundation and building services) | 39,835 | N/A | | Customer 4 (Foundation and building services) | 16,254 | N/A | Note 5. Revenue The Group's total revenue decreased in 2025, primarily due to a reduction in foundation and building services, with a significant decrease in the total amount of unsatisfied performance obligations expected to be recognized in the future Revenue Analysis (HK$ thousand) | Revenue Source | 2025 | 2024 | | :--- | :--- | :--- | | Provision of foundation and building services | 125,885 | 171,856 | | Sales of chemical products | 3,695 | 3,318 | | Total | 129,580 | 175,174 | - The total amount of unsatisfied performance obligations expected to be recognized in the future significantly decreased from HK$305,204,000 in 2024 to HK$18,199,000 in 2025[26] Note 6. Other Income Other income significantly decreased from HK$90,925 thousand in 2024 to HK$5,383 thousand in 2025, mainly due to a substantial reduction in compensation from the former ultimate holding company for contract asset write-offs Other Income (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Compensation from former ultimate holding company for write-off of contract assets | 5,000 | 90,000 | | Interest income | 2 | 361 | | Miscellaneous income | 381 | 557 | | Total | 5,383 | 90,925 | - The remaining unutilised guaranteed amount under the project performance guarantee was nil as at March 31, 2025 (2024: HK$5,000,000)[27] Note 7. Finance Costs The Group's finance costs significantly decreased from HK$9,179 thousand in 2024 to HK$946 thousand in 2025, primarily due to a substantial reduction in interest expenses on bank borrowings and imputed interest on other borrowings Finance Costs (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest expense on bank borrowings | 906 | 6,154 | | Interest expense on lease liabilities | 77 | 233 | | Imputed interest expense on other borrowings | – | 6,211 | | Total (net of amount capitalised in contract work) | 946 | 9,179 | Note 8. Income Tax Expense No Hong Kong profits tax provision was made due to the absence of taxable profits, while China enterprise income tax expense of HK$545 thousand was incurred in 2025 - No provision for Hong Kong profits tax has been made as the Group had no assessable profits for the years ended March 31, 2025 and 2024[29] - China enterprise income tax expense of HK$545,000 was incurred in 2025[28] Note 9. Loss for the Year The Group's loss for the year is presented after deducting various expenses, including auditor's remuneration, construction material costs, depreciation, contract asset write-offs, and expected credit loss provisions Loss for the Year Deducted Items (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Auditor's remuneration (audit services) | 880 | 830 | | Auditor's remuneration (non-audit services) | 600 | – | | Construction materials cost recognised as cost of services | 33,140 | 59,080 | | Depreciation of property, plant and equipment | 1,123 | 2,101 | | Depreciation of right-of-use assets | 1,734 | 2,354 | | Write-off of contract assets | 18,008 | 65,932 | | Provision for expected credit losses | 2,627 | 768 | | Impairment of property, plant and equipment | 842 | 1,983 | | Impairment loss on right-of-use assets | 1,840 | – | Note 10. Dividends The Board of Directors does not recommend the payment of any dividends for the year ended March 31, 2025 - The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025 (2024: nil)[31] Note 11. Loss Per Share Basic loss per share for the year ended March 31, 2025, was (12.0) HK cents, a slight improvement from (12.2) HK cents in 2024, with no diluted loss per share presented due to the absence of potential dilutive ordinary shares Loss Per Share (HK cents) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic loss per share | (12.0) | (12.2) | - No diluted loss per share is presented as the Company had no potential dilutive ordinary shares for the years ended March 31, 2025 and 2024[34] Note 12. Trade Receivables As of March 31, 2025, net trade receivables slightly decreased to HK$30,120 thousand, with credit terms typically ranging from 14 to 60 days, an increase in expected credit loss provisions, and a significant rise in RMB-denominated receivables Trade Receivables (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Trade receivables | 41,218 | 40,513 | | Less: Allowance for doubtful debts under expected credit losses | (11,098) | (8,571) | | Net | 30,120 | 31,942 | - The credit period granted on trade receivables is normally 14 to 60 days (2024: 14 to 45 days)[35] - Trade receivables are denominated in HKD and RMB, with the RMB-denominated portion significantly increasing[36] Note 13. Contract Assets/Contract Liabilities Contract assets significantly decreased as of March 31, 2025, due to project completion and write-offs, while contract liabilities also substantially reduced, reflecting fewer advance payments for construction services Contract Assets (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | From performance of construction contracts | 23,798 | 68,831 | | Less: Provision for contract assets under expected credit losses | (3,185) | (3,152) | | Net | 20,613 | 65,679 | - The decrease in contract assets was due to the completion and finalisation of certain construction projects for the years ended March 31, 2025 and 2024[37] - Contract assets of approximately HK$18,008,000 (2024: HK$65,932,000) were written off and partially recovered through compensation from the Company's former ultimate holding company under the project performance guarantee[37] Contract Liabilities (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Advance receipts for performance obligations – construction contracts | 162 | 11,961 | - The decrease in contract liabilities in 2025 was mainly due to a reduction in advance payments received from customers for the provision of construction services[42] Note 14. Trade Payables and Retention Money Payable As of March 31, 2025, total trade payables and retention money payable increased to HK$183,860 thousand, with the largest proportion being trade payables aged over 90 days Trade Payables and Retention Money Payable (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Trade payables | 148,795 | 120,340 | | Retention money payable | 35,065 | 29,381 | | Total | 183,860 | 149,721 | Ageing Analysis of Trade Payables (HK$ thousand) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 30 days | 42,930 | 32,298 | | 31 to 60 days | 4,253 | 11,487 | | 61 to 90 days | 1,506 | 1,829 | | Over 90 days | 100,106 | 74,726 | Note 15. Performance Bonds As of March 31, 2025, the Group had no performance bonds for construction contracts, a change from approximately HK$10,158 thousand in 2024 - As at March 31, 2025, the Group had no performance bonds for construction contracts[46] - As at March 31, 2024, performance bonds for construction contracts of approximately HK$10,158,000 were pledged in various ways[47] Note 16. Capital Commitments As of March 31, 2025, the Group had capital commitments of HK$1,057 thousand for contracted purchases of property, plant and equipment Capital Commitments (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Contracted for the purchase of property, plant and equipment | 1,057 | – | Note 17. Litigation The Company and its subsidiary, Jian Hong Foundation Limited, faced multiple winding-up petitions from various parties, some of which were settled and withdrawn, while new petitions emerged post-reporting period - The Bank of East Asia, Limited filed a winding-up petition against the Company and Jian Hong Foundation on June 21, 2024, which was subsequently withdrawn after negotiation[49][50] - China Geo-Engineering Corporation, as an alternative petitioner, filed an amended petition against Jian Hong Foundation for unsettled subcontracting fees, which was settled and withdrawn on December 27, 2024[50][51][52] - Ince & Co filed a second petition on February 7, 2025, for unpaid legal fees, which was subsequently settled and withdrawn on April 28, 2025[52] Note 18. Events After the Reporting Period On May 21, 2025, Emperor International Limited was granted leave to be substituted as petitioner and filed a second amended petition for approximately HK$2.7 million in outstanding amounts, with the hearing adjourned to July 16, 2025 - On May 21, 2025, Emperor International Limited was granted leave to be substituted as petitioner and filed a second amended petition for an outstanding amount of approximately HK$2.7 million[53] - The hearing of the second amended petition has been adjourned to July 16, 2025[53] Management Discussion and Analysis and Outlook Business Review For the year ended March 31, 2025, the Group primarily engaged in foundation and building services and chemical product sales, with a decrease in active foundation projects and some project terminations - The Group is principally engaged in the provision of foundation and building services and sales of chemical products[56] - As at March 31, 2025, there were 4 foundation and building projects still in progress, of which 1 was substantially completed and 2 were terminated[57] Financial Review The Group experienced a 26.0% decrease in overall revenue, a 40.9% increase in gross loss, and an expanded net loss, with other income significantly declining due to reduced compensation, but finance costs notably decreased, and liquidity ratios worsened - The Group's overall revenue decreased by 26.0% from HK$175,174,000 in 2024 to HK$129,580,000 in 2025[58] - The overall gross loss increased by 40.9% from HK$31,039,000 in 2024 to HK$43,738,000 in 2025[58] - The Group recorded a net loss of approximately HK$57,592,000 (2024: HK$51,560,000)[65] - As at March 31, 2025, the Group’s current ratio was 0.4 (2024: 0.8)[70] Revenue and Gross Loss Revenue decreased primarily due to project terminations and a more selective approach to new construction contracts, while the overall gross loss margin increased due to higher construction costs - The decrease in revenue was mainly due to the termination of two large projects and the Group's more selective and prudent approach to tendering for new construction contracts[59] - The Group's revenue from the PRC segment significantly increased from approximately HK$3,318,000 in 2024 to approximately HK$34,157,000 in 2025[59] - The overall gross loss margin increased from approximately 17.7% in 2024 to approximately 33.8% in 2025, mainly due to increased construction costs incurred at the completion stage of certain projects[58] Other Income and Expenses Other income significantly decreased due to reduced compensation from the former ultimate holding company, while expected credit loss provisions for trade receivables and contract assets increased due to a deteriorating operating environment - Other income decreased from approximately HK$90,925,000 in 2024 to approximately HK$5,383,000 in 2025, mainly due to reduced compensation from the former ultimate holding company[60] - The net provision for expected credit losses on trade receivables and contract assets increased from approximately HK$768,000 in 2024 to approximately HK$2,627,000 in 2025, due to the deteriorating operating environment[62] - Write-off of contract assets decreased from approximately HK$65,932,000 in 2024 to approximately HK$18,008,000 in 2025[63] Net Loss and Indebtedness The Group recorded an increased net loss for the year, with total indebtedness rising, while the unsecured loan from the former ultimate holding company was fully discharged - The Group recorded a net loss of approximately HK$57,592,000 (2024: HK$51,560,000)[65] - As at March 31, 2025, the Group’s total indebtedness was approximately HK$54,061,000 (2024: HK$25,667,000)[66] - As at March 31, 2025, the carrying amount of the unsecured loan from the former ultimate holding company was nil (2024: HK$10,000,000), having been fully discharged[69] Liquidity, Financial Resources and Capital Structure As of March 31, 2025, the Group's bank and cash balances decreased, and its current ratio deteriorated, with no financial instruments used for hedging purposes - As at March 31, 2025, the Group held bank and cash balances of HK$48,481,000 (2024: approximately HK$84,497,000)[70] - As at March 31, 2025, the Group’s current ratio was 0.4 (2024: 0.8)[70] - The Group did not use any financial instruments for hedging purposes[71] Use of Proceeds from Placing of New Shares The net proceeds of approximately HK$29.6 million from the placing of new shares were reallocated by the Board to prioritize repayment of overdue debts and for general working capital and bank loan repayment - The Company placed 80,000,000 new ordinary shares on November 30, 2023, raising net proceeds of approximately HK$29.6 million[72] - The Board decided to prioritize repayment of overdue debts to the petitioner and resolved to change the use of unutilised net proceeds on September 30, 2024[73] Use of Net Proceeds from Placing (HK$ million) | Use | Balance available as at April 1, 2024 | Utilised before reallocation | Revised allocation after reallocation | Utilised as at March 31, 2025 | Unutilised as at March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Business development opportunities | 9.6 | – | – | – | – | | General working capital | 14.8 | 0.8 | 11.1 | 6.8 | 4.3 | | Repayment of bank borrowings | – | – | 12.5 | 12.5 | – | | Total | 24.4 | 0.8 | 23.6 | 19.3 | 4.3 | Foreign Exchange Risk The Group faces minimal foreign exchange risk as most transactions, assets, and liabilities are denominated in HKD, and it currently has no foreign currency hedging policy - The Group faces extremely low foreign exchange risk as most of its business transactions, assets, and liabilities are primarily denominated in Hong Kong Dollars[75] - The Group currently does not have any foreign currency hedging policy in respect of foreign currency transactions, assets, and liabilities[75] - If the HKD had appreciated by 5% against the RMB, the consolidated loss after tax would have decreased by approximately HK$1,297,000[76] Material Investments, Material Acquisitions or Disposals For the year ended March 31, 2025, the Group undertook significant activities including the acquisition of a subsidiary, an increase in right-of-use assets, and the disposal of property, plant and equipment - The Group acquired a subsidiary for approximately HK$68,614,000[77] - Right-of-use assets increased by approximately HK$2,008,000[77] - Property, plant and equipment were disposed of for approximately HK$8,666,000[77] Employees and Remuneration Policy As of March 31, 2025, the Group's employee count decreased to 63, primarily comprising construction workers in China, with remuneration policies regularly reviewed and adjusted based on performance - As at March 31, 2025, the Group had 63 employees (2024: 81 employees)[80] - The majority of the Group’s employees are construction workers in the PRC (2024: Hong Kong)[80] - The total staff costs incurred by the Group for the year ended March 31, 2025, amounted to approximately HK$32,928,000 (2024: HK$39,575,000)[80] Management Discussion and Analysis and Outlook The Group's FY2025 saw reduced revenue and expanded losses due to Hong Kong's construction industry challenges, prompting a conservative strategy, potential spin-off of Hong Kong foundation business, and active expansion into mainland China through acquisitions for diversification and growth - The Group's overall revenue for FY2025 decreased by approximately 26.0% to approximately HK$129,580,000, with a loss and total comprehensive loss of approximately HK$57,592,000[81] - The Hong Kong construction industry faces challenges such as labor shortages, an aging workforce, and a cooling property market, leading to limited project activity and narrower profit margins[81] - The Board is actively evaluating the possibility of a spin-off and sale of its Hong Kong foundation business and exploring new business opportunities in other areas[82] - The Group has completed the acquisition of a construction company in mainland China and, on March 21, 2025, completed the acquisition of 100% equity in Changzhou Yonghong Group, expanding into the chemical and environmental sectors[82] - In the long term, the Group will continue to reallocate resources to the mainland market, where sustained infrastructure development and supportive economic policies are expected to lay a solid foundation for growth[83] Corporate Governance Report Corporate Governance The Board is committed to high corporate governance standards, addressing past non-compliance with Listing Rules regarding independent non-executive directors and committee compositions, and ensuring effective internal controls through close monitoring and external audits - The Board is committed to achieving a high level of corporate governance and strives to maintain transparent and accountable management practices[84] - The Company previously failed to comply with Listing Rules 3.10(1), 3.21, and 3.27A regarding the number of independent non-executive directors and the composition of the Audit and Nomination Committees[85] - Following the appointment of Ms. Szeto Danny as an independent non-executive director on April 17, 2025, the Company has complied with the relevant Listing Rules[85] Compliance with Corporate Governance Code The Company has complied with all code provisions of the Corporate Governance Code, except for the non-segregation of Chairman and Chief Executive roles, with the Chairman and other Board members assuming CEO responsibilities - The Company has complied with all code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, except for the non-segregation of the roles of chairman and chief executive[84] - The Company does not have a chief executive officer, and the responsibilities are performed by the Chairman of the Board and other members[84] Risk Management and Internal Control The Company, lacking an independent internal audit department, relies on close monitoring by executive directors and senior management, supplemented by an external professional firm for annual internal audits, with the Board reviewing effectiveness annually - The Company does not have an independent internal audit department but relies on close and regular monitoring by executive directors and senior management[86] - The Company has additionally engaged an external professional firm to facilitate the internal audit function, conducting annual internal audits of the Group and reporting to the Audit Committee[86] - The Board annually reviews the need for an internal audit function and conducted an annual review of its effectiveness through the Audit Committee in FY2025[88][89] Securities Transactions The Board confirms that neither the Company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the year, and all directors complied with the Model Code for securities transactions Purchase, Sale or Redemption of the Company's Listed Securities For the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[90] Securities Transactions by Directors All directors confirmed their compliance with the required standards of the Model Code for Securities Transactions by Directors of Listed Issuers throughout the year ended March 31, 2025 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules[91] - All Directors confirmed that they have complied with the required standards set out in the Model Code throughout the year ended March 31, 2025[91] Audit Committee The Audit Committee, composed of three independent non-executive directors with professional qualifications, has reviewed the Group's accounting principles and draft consolidated financial statements - The Audit Committee comprises three independent non-executive directors: Ms. Lau Ngai Sing (Chairperson), Mr. Fung Chi Tung, and Ms. Szeto Danny[92] - All members of the Audit Committee possess the appropriate professional qualifications or accounting or related financial management expertise required[92] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and the draft consolidated financial statements for the year ended March 31, 2025[92] Annual General Meeting The Company's Annual General Meeting for the year ended March 31, 2025, will be held on a date to be determined by the Board, with notice to be published and dispatched to shareholders in due course - The Company's Annual General Meeting for the year ended March 31, 2025, is intended to be held on a date to be determined by the Board[93] - Notice of the Annual General Meeting will be published and dispatched to shareholders in due course in accordance with the Listing Rules[93] Excerpt from Independent Auditor's Report Material Uncertainty Related to Going Concern The independent auditor's report notes the Group's FY2025 loss, substantial net current liabilities, and ongoing winding-up petitions, which collectively indicate a material uncertainty regarding its ability to continue as a going concern, without modifying the auditor's conclusion - The auditor draws attention to the Group's loss of approximately HK$57,592,000 for FY2025[94] - As at March 31, 2025, the Group had net current liabilities and net liabilities of approximately HK$191,632,000 and HK$84,204,000 respectively[94] - A supporting creditor of the petition filed a winding-up petition against a subsidiary of the Company for outstanding fees of approximately HK$2.7 million[94] - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern, and the auditor's conclusion is not modified in respect of this matter[94] Scope of Work of Evergreen (Hong Kong) CPA Limited Evergreen (Hong Kong) CPA Limited, the Group's auditor, confirmed that the figures in the preliminary announcement's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes align with the draft consolidated financial statements - The auditor confirmed that the figures in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and the relevant notes set out in the preliminary announcement are consistent with the amounts set out in the draft consolidated financial statements of the Group for the current year[95] Other Information Publication of Annual Results Announcement and Annual Report The annual results announcement has been published on the HKEX and company websites, with the annual report for the year ended March 31, 2025, to be dispatched to shareholders and published online in due course - The annual results announcement has been published on the website of the Stock Exchange and the Company's website[96] - The Company's annual report for the year ended March 31, 2025, will be dispatched to shareholders and published on the aforementioned websites in due course in accordance with the Listing Rules[96] Appreciation and Board Composition The Board Chairman extends gratitude to shareholders, clients, suppliers, management, and staff, and the announcement lists the Board's composition as of the announcement date - The Chairman of the Board, on behalf of the Board, extends sincere gratitude to the shareholders, customers, suppliers, management team, and staff[97] - As of the date of this announcement, the Board comprises three executive directors (Mr. Zhang Zhijia, Dr. Wang Lei, Mr. Yang Xuefeng) and three independent non-executive directors (Mr. Fung Chi Tung, Ms. Lau Ngai Sing, Ms. Szeto Danny)[97]