广骏集团控股(08516) - 2025 - 年度业绩

Company Information Provides essential corporate details including board composition, committee structures, and other key company information Board Composition Details the executive and independent non-executive directors, including key appointments and roles - Executive Directors include Mr. Xia Zehong (Chairman), Mr. Ye Zhucheng (Chief Executive Officer), and Mr. Chu Jinzhe (appointed on September 25, 2024)[8] - Independent Non-Executive Directors include Ms. Deng Ruiwen, Dr. Huo Huixin, and Ms. Liu Yuchao (appointed on October 29, 2024), with Ms. Wu Jing retiring on July 30, 2024[8] Committee Composition Outlines the audit, remuneration, and nomination committees, specifying their chairs and members - The Audit Committee is chaired by Ms. Deng Ruiwen, with members including Dr. Huo Huixin, Ms. Wu Jing (retired), and Ms. Liu Yuchao (newly appointed)[8] - The Remuneration Committee is chaired by Dr. Huo Huixin, with members including Ms. Deng Ruiwen, Mr. Xia Zehong, and Ms. Wu Jing (retired)[8] - The Nomination Committee is chaired by Mr. Xia Zehong (re-designated on October 29, 2024), with members including Ms. Deng Ruiwen, Dr. Huo Huixin, and Ms. Wu Jing (retired)[8] Other Company Information Covers the company secretary, authorized representatives, registered office, auditor, and stock code - The Company Secretary is Ms. Huang Ziling, and the authorized representatives are Mr. Xia Zehong and Ms. Huang Ziling, with Mr. Xia Zehong also serving as the Compliance Officer[8] - The company is registered in the Cayman Islands, with its principal place of business in Hong Kong at Unit 15, 9/F, Genesis Industrial Building, 8 Hung Kwong Road, Kowloon[8][9] - The auditor is Ascent Partners CPA Limited, and the stock code is 8516[11] Summary Presents a concise overview of the company's financial performance and key highlights for the reporting period Financial Summary Summarizes the group's revenue, gross profit, and loss attributable to owners for the year, noting dividend policy 2025 Fiscal Year Key Financial Data | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 35.2 | 17.0 | Increase | New repair and maintenance projects awarded | | Gross Profit | 9.6 | 1.1 | Increase | Increase in revenue | | Loss Attributable to Owners of the Company | (7.3) | (15.1) | Decrease | Increase in revenue | - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[15] Chairman's Statement The Chairman's overview of the group's business operations, financial performance, and future outlook Business Review Reviews the group's civil engineering subcontracting business in Hong Kong, including project types and market challenges - The Group is a well-established civil engineering subcontractor with over fourteen years of experience, primarily engaged in road and highway maintenance in Hong Kong, and expanded into civil engineering, including drainage system construction, since 2013[17] - During the reporting period, the Group undertook projects for road and highway maintenance, other infrastructure (such as pavilion and drainage system construction), and civil engineering projects[17] - Despite various economic revitalization and infrastructure investment plans by the Hong Kong government, persistent labor shortages led to increased labor costs, reducing project profit margins[17] Financial Review Provides a detailed financial performance review for the year, highlighting revenue growth and loss reduction 2025 Fiscal Year Financial Performance | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 35.2 | 17.0 | Increase | New repair and maintenance projects awarded | | Loss Before Tax | (7.3) | (15.1) | Decrease | Increase in revenue | Outlook Discusses the group's future strategies, focus areas, and approaches to address operational challenges and profitability - The Group will continue to focus on repair and maintenance engineering and civil engineering projects in Hong Kong[20] - Despite government infrastructure investment plans, high operating costs (including labor, materials, and subcontracting costs) are expected to result in lower profit margins[20] - To address challenges, the Group will adopt more cost-effective construction methods, shorten project delivery times, and actively bid on civil engineering and maintenance projects to generate more profit[20] Biographies of Directors and Senior Management Presents the professional backgrounds and responsibilities of the company's executive directors, independent non-executive directors, and senior management Executive Directors Profiles the executive directors, detailing their roles, experience, and recent appointments - Mr. Xia Zehong (50) serves as Chairman and Executive Director, responsible for overall strategic management and business development, with over 19 years of experience in road and highway management and maintenance[25] - Mr. Ye Zhucheng (54) serves as Chief Executive Officer and Executive Director, responsible for overseeing operations, business development, human resources, finance, and administration, with over 26 years of experience in the civil engineering industry[28][29] - Mr. Chu Jinzhe (35) was appointed Executive Director on September 25, 2024, responsible for developing business opportunities in China, with over ten years of management experience in industries such as traditional Chinese medicine cultivation, animal husbandry, and food processing[24][30] Independent Non-Executive Directors Profiles the independent non-executive directors, highlighting their expertise, committee roles, and appointments - Ms. Deng Ruiwen (45) was appointed Independent Non-Executive Director and Chairman of the Audit Committee on September 21, 2018, holding a Bachelor of Accountancy and being a Fellow of the Hong Kong Institute of Certified Public Accountants[32][33][36] - Ms. Liu Yuchao (29) was appointed Independent Non-Executive Director on October 29, 2024, with over five years of experience in corporate finance[24][37] - Dr. Huo Huixin (52) was appointed Independent Non-Executive Director and Chairman of the Remuneration Committee on September 21, 2018, possessing multidisciplinary backgrounds in civil engineering, quantity surveying, and finance, along with extensive industry experience and multiple professional memberships[37][38][40] Senior Management Introduces key senior management personnel, outlining their responsibilities and professional qualifications - Mr. Chen Guangming (64) was appointed Senior Site Manager in November 2020, responsible for supervising the implementation, coordination, and overall management of term contracts in the highway department[41] - Mr. Chen holds a Bachelor of Science in Civil Engineering from National Taiwan University and served as site representative and senior site manager at various companies before joining the Group[42] Company Secretary and Compliance Officer Details the roles and qualifications of the company secretary and compliance officer - Ms. Huang Ziling was appointed Company Secretary on April 30, 2021, responsible for the Group's overall financial, operational, and compliance functions, and has been an associate member of the Hong Kong Institute of Certified Public Accountants since February 1999[45] - Mr. Xia Zehong serves as the Group's Compliance Officer[46] Management Discussion and Analysis Provides management's perspective on the group's operational and financial performance, risks, and future plans Business Review Discusses the group's core civil engineering business, market conditions, and strategic focus in Hong Kong - The Group is a well-established civil engineering subcontractor with over fourteen years of experience, primarily engaged in road and highway maintenance in Hong Kong, and expanded into civil engineering, including drainage system construction, since 2013[48] - Despite various economic revitalization and infrastructure investment plans by the Hong Kong government, persistent labor shortages led to high labor costs, resulting in lower project profit margins for the Group[48] - The Group continues to focus on developing its repair and maintenance engineering and civil engineering businesses in Hong Kong[48] Financial Review Analyzes the group's financial results, including revenue, gross profit, expenses, and overall profitability 2025 Fiscal Year Financial Performance Comparison | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 35.2 | 17.0 | Increase | New repair and maintenance projects awarded | | Cost of Revenue | 25.5 | 15.8 | 61.3% increase | Increase in staff costs, subcontracting costs, and material costs | | Gross Profit | 9.6 | 1.1 | Increase | Increase in revenue | | Gross Profit Margin | 27.4% | 6.7% | Improvement | Increase in revenue | | Other Income | 0.1 | 0.2 | Decrease | No miscellaneous income and reduced bank interest, partially offset by a one-off gain from the release of long-outstanding accrued items | | Administrative Expenses | 8.5 | 12.5 | Decrease | Decrease in salary expenses | | Finance Costs | 1.3 | 1.0 | Increase | Growth in interest on other loans | | Loss for the Year | (7.3) | (15.1) | Decrease | Increase in revenue | Corporate Finance and Risk Management Reviews the group's liquidity, capital expenditure, contingent liabilities, and key financial risks 2025 Fiscal Year Liquidity Indicators | Indicator | March 31, 2025 (million HKD) | March 31, 2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Net Current Assets | 7.0 | 10.6 | Decrease | | Cash and Cash Equivalents | 0.5 | 0.9 | Decrease | | Current Ratio | 1.4 times | 1.6 times | Decrease | | Gearing Ratio | 21.8% | 1.7% | Increase | - The Group adopts a centralized financing and treasury policy to ensure efficient use of funds and regularly monitors liquidity needs and compliance with borrowing covenants[60] - Key risks include reliance on public sector projects, adverse weather impacts on operations, risk of not fully recovering contract receivables from customers, project revenue potentially exceeding or falling below original contract amounts, customer credit risk, and significant losses due to errors or inaccuracies in tender price estimations[62][66] - As of March 31, 2025, the Group had no pledged assets[68] Capital Expenditure Details the group's investments in property, plant, and equipment and right-of-use assets Capital Expenditure (thousand HKD) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Property, Plant and Equipment | 170 | — | | Right-of-Use Assets | 140 | 330 | - Capital expenditure primarily included purchases of construction equipment, furniture and fixtures, computers, and motor vehicles, funded by net proceeds from listing, internal resources, and lease liabilities[64] Contingent Liabilities Discusses ongoing legal proceedings and their potential financial implications for the group - A lawsuit involving a claim of approximately 1.64 million HKD for construction services is expected to be ruled by the end of July 2025, with the Group deeming the likelihood of cash outflow as extremely low[67] - Another lawsuit involving a claim of approximately 2.53 million HKD for construction engineering services is also considered to have an extremely low likelihood of cash outflow by the Group[71] - The Group, as plaintiff, initiated legal proceedings for outstanding payments of 1.15 million HKD and was awarded judgment in its favor on April 16, 2025[71] Employees and Remuneration Policy Outlines employee numbers, total staff costs, and the remuneration and training policies for the group Employee and Remuneration Data | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Number of Employees | 29 | 44 | | Total Staff Costs (million HKD) | 8.9 | 10.8 | - Directors and senior management receive remuneration in the form of directors' fees, salaries, benefits-in-kind, and/or discretionary bonuses, with remuneration and benefits reviewed and determined periodically[72] - The Group is committed to providing training programs for new employees and regular on-the-job training for all employees to enhance their skills and professional knowledge[72] Significant Events Affecting the Group During the Financial Year Highlights key corporate actions, including share placements and proposed capital restructuring and rights issue - On December 10, 2024, the Company completed the placement of 27,404,000 shares at a placement price of 0.12 HKD per share, raising net proceeds of approximately 3.10 million HKD, which have been fully utilized as general working capital for the Group[74][77] - On May 23, 2025, the Company proposed a capital reorganization, including the consolidation of every ten existing shares of 0.10 HKD par value into one consolidated share of 1.00 HKD par value[86] - The proposed capital reorganization also includes a capital reduction, reducing the par value of each issued consolidated share from 1.00 HKD to 0.01 HKD, and subdividing it into one hundred new ordinary shares of 0.01 HKD par value each[86] - The Company proposed a rights issue of up to 41,106,000 rights shares at a subscription price of 0.67 HKD per rights share on the basis of five rights shares for every two new ordinary shares held, to raise gross proceeds of up to approximately 27.5 million HKD[86] Dividends States the board's recommendation regarding dividend payments for the financial year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[82] Foreign Exchange Risk Assesses the group's exposure to foreign exchange risk, considering its primary operational currency - As the Group's business activities are primarily conducted in Hong Kong and denominated in Hong Kong Dollars, the Directors consider the Group's foreign exchange risk not to be significant[83] Material Investments Confirms the absence of any significant investments made by the group during the reporting period - As of March 31, 2025, the Group had not made any material investments[84] Use of Proceeds Details the allocation of net proceeds from the 2024 share placement for general working capital 2024 Placement Net Proceeds Usage (thousand HKD) | Proposed Use | Actual Use | Net Proceeds Utilized for the Year Ended March 31, 2025 | Net Proceeds Unutilized as of March 31, 2025 | | :--- | :--- | :--- | :--- | | General Working Capital | 3,100 | 3,100 | — | - The net proceeds of approximately 3.10 million HKD from the 2024 placement have been fully utilized as general working capital in accordance with the previously disclosed plan[87][88] Corporate Governance Report Describes the company's corporate governance framework, policies, and compliance with relevant codes Corporate Governance Practices Details the company's commitment to high corporate governance standards and compliance with GEM Listing Rules - The Company is committed to maintaining a high level of corporate governance, adhering to principles of ethical standards, transparency, accountability, and integrity[90] - The Board is responsible for fulfilling corporate governance duties under the Corporate Governance Code in Appendix C1 of the GEM Listing Rules and believes the Company has complied with all principles and applicable code provisions for the year ended March 31, 2025[91] - The Company has adopted the Model Code for Securities Transactions by Directors and has made specific inquiries to all Directors, who confirmed compliance with the code for the year ended March 31, 2025[92][93] Board of Directors Outlines the board's composition, responsibilities, and the separation of chairman and CEO roles - The Board oversees the Group's business, strategic decisions, and performance, making objective decisions in the best interests of the Company[96] - The Board comprises three Executive Directors (Mr. Xia Zehong, Mr. Ye Zhucheng, Mr. Chu Jinzhe) and three Independent Non-Executive Directors (Ms. Deng Ruiwen, Dr. Huo Huixin, Ms. Liu Yuchao)[98] - Chairman Mr. Xia Zehong leads the Board, while Chief Executive Officer Mr. Ye Zhucheng is responsible for the Group's overall management and daily operations, ensuring clear segregation of duties[104] - Independent Non-Executive Directors constitute at least one-third of the Board members and possess appropriate professional qualifications or expertise in accounting/financial management[105] - All Directors participate in training seminars on the latest developments in GEM Listing Rules and corporate governance to enhance and refresh their knowledge and skills[114][116] Terms of Appointment and Re-election of Directors Explains the service agreements, tenure, and re-election procedures for the company's directors - Each Executive and Non-Executive Director has entered into a service agreement with the Company for an initial fixed term of three years, which continues thereafter[107] - In accordance with Article 108 of the Articles of Association, one-third of the Directors must retire by rotation at each annual general meeting, and each Director must retire by rotation at least once every three years[107] - Mr. Xia Zehong, Mr. Ye Zhucheng, Mr. Chu Jinzhe, and Ms. Liu Yuchao will retire by rotation at the upcoming Annual General Meeting and are eligible and willing to offer themselves for re-election[108] Board Committees Describes the audit, remuneration, and nomination committees, their functions, and resources - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee to oversee specific areas of the Company's affairs, with each committee having its own written terms of reference[117] - All Board committees are provided with sufficient resources to perform their duties and may seek independent professional advice at the Company's expense[117] Audit Committee Details the audit committee's composition, responsibilities, and activities during the reporting period - The Audit Committee comprises three Independent Non-Executive Directors: Ms. Deng Ruiwen (Chairperson), Ms. Liu Yuchao, and Dr. Huo Huixin[120] - The committee's primary functions include reviewing and overseeing financial reporting processes and internal control systems, nominating and supervising external auditors, and providing advice on corporate governance matters[118] - During the year ended March 31, 2025, the Audit Committee held four meetings, reviewed annual and interim results, and subsequently reviewed the audited consolidated financial statements and recommended the re-appointment of the auditor[120] Remuneration Committee Details the remuneration committee's composition, responsibilities, and review of executive compensation - The Remuneration Committee comprises one Executive Director (Mr. Xia Zehong) and two Independent Non-Executive Directors (Dr. Huo Huixin as Chairman, and Ms. Deng Ruiwen)[121] - The committee's primary functions are to advise the Board on the remuneration of all Directors and senior management, and to determine the remuneration packages for individual Directors and senior management in accordance with its authorized duties[121] - During the year ended March 31, 2025, the Remuneration Committee held three meetings to review and consider the remuneration packages for the Executive Directors, Independent Non-Executive Directors, and individual Executive Directors and senior management for the year ended March 31, 2025[121] Nomination Committee Details the nomination committee's composition, responsibilities, and assessment of director independence - The Nomination Committee comprises one Executive Director (Mr. Xia Zehong as Chairman) and two Independent Non-Executive Directors (Ms. Deng Ruiwen and Dr. Huo Huixin)[125] - The committee's primary functions are to recommend candidates to fill Board and/or senior management vacancies, review the Board's structure, size, and composition, and assess the independence of Independent Non-Executive Directors[125] - The committee annually assesses the independence of all Independent Non-Executive Directors, considering factors such as character, integrity, professional competence, time commitment, and conflicts of interest[125][129] Board Nomination Policy Outlines the policy for selecting and nominating board candidates, emphasizing diversity and qualifications - The Company has adopted a Board Nomination Policy for the Nomination Committee to consider and recommend candidates to shareholders for election as Directors at general meetings or for appointment to fill casual vacancies[126] - Selection criteria include reputation, achievements and experience in the Group's business, time commitment, diversity in various aspects (including but not limited to race, gender, age, educational background, professional experience, skills, and length of service), qualifications, and independence[127][132] - The Director nomination process includes the Nomination Committee identifying potential candidates, the Company Secretary providing biographical details, the committee making recommendations to the Board, and ensuring candidates enhance Board diversity[132] Board Diversity Policy Describes the policy aimed at enhancing board diversity across various dimensions to maintain competitive advantage - The Company has adopted a Board Diversity Policy aimed at enhancing Board diversity to maintain the Company's competitive advantage[131] - The Nomination Committee annually reviews the Board's structure, size, and composition, considering various factors such as gender, age, cultural and educational background, professional qualifications, skills, knowledge, and regional industry experience[134] - Current Board members possess diverse professional expertise (management and maintenance, civil engineering, finance and accounting, sales and marketing), different ages, and genders, achieving gender diversity on the Board[134] Dividend Policy Explains the factors considered by the board when determining dividend declarations and payments - The Company has adopted a dividend policy, where the Board will determine whether to declare and pay dividends based on factors such as the Group's actual and expected financial performance, anticipated working capital needs, capital expenditure requirements and future expansion plans, retained earnings and distributable reserves, liquidity position, shareholder interests, tax considerations, potential impact on reputation, and overall economic conditions[136][138][139] - The declaration and payment of dividends by the Company will be at the sole discretion of the Board and subject to any restrictions under the Companies Act of the Cayman Islands, GEM Listing Rules, Hong Kong laws, the Company's Memorandum and Articles of Association, and any other applicable laws and regulations[139] - The Company does not have any predetermined dividend payout ratio, and past dividend records should not be used as a reference or basis for determining future dividend levels that the Company may declare or pay[139] Internal Control and Risk Management Details the board's responsibility for risk management and internal control systems, including their review and effectiveness - The Board acknowledges its responsibility for risk management and internal control systems, and for reviewing their effectiveness, noting that these systems are designed to manage rather than eliminate the risk of failing to achieve business objectives[140] - The Audit Committee assists the Board in leading management and overseeing the design, implementation, and monitoring of risk management and internal control systems[141] - The Company has developed and adopted various risk management procedures and guidelines, annually reviews its risk management and internal control systems, and considers them adequate and effective for the year ended March 31, 2025[141] Whistleblowing Policy and Anti-Corruption Policy Describes the company's policies for whistleblowing and combating corruption, promoting integrity and accountability - The Board adopted a whistleblowing policy in April 2022, aiming to provide protection, support, reporting channels, and guidance for Group employees when making disclosures, to achieve high levels of openness, honesty, and accountability[145] - The Board adopted an anti-fraud and gifts and entertainment policy (anti-corruption policy) in April 2022, committed to preventing, detecting, and reporting fraudulent activities, and adopting a zero-tolerance approach to corruption, bribery, fraud, money laundering, and other similar acts[146] - The anti-corruption policy applies to the Group's Directors, officers, and employees, and encourages all business partners to adhere to its principles[146] Handling and Dissemination of Inside Information Outlines the procedures and internal controls for handling and disclosing inside information in compliance with regulations - The Group has established an inside information disclosure policy, which sets out procedures and internal controls for handling and disseminating inside information to ensure appropriate safeguards against breaches of statutory disclosure requirements[147] - Key procedures include regular financial and operational reporting to the Board and Company Secretary, controlling employee access to inside information on a need-to-know basis and maintaining confidentiality, and communicating with Group stakeholders in a manner consistent with the Listing Rules[150] - To avoid uneven dissemination of inside information, the Company will release inside information by publishing relevant materials on the HKEX website and the Company's website[148] Directors' and Auditor's Responsibilities for the Consolidated Financial Statements Clarifies the responsibilities of directors and the auditor regarding the preparation and fair presentation of financial statements - All Directors confirm their responsibility for preparing the Group's consolidated financial statements for the year ended March 31, 2025, to give a true and fair view of the Group's affairs and its results and cash flows for that year[151] - The auditor noted significant uncertainties related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern, but the Directors, after assessment, believe the Group has sufficient resources to continue as a going concern in the foreseeable future[151] - The external auditor's responsibilities for financial reporting are set out in the Independent Auditor's Report for the Company for the year ended March 31, 2025, within this report[151] Auditor's Remuneration Provides details of the fees paid to the auditor for audit and non-audit services during the year Auditor Remuneration (HKD) | Service Type | Year Ended March 31, 2025 | | :--- | :--- | | Audit Services | 750,000 | | Non-Audit Services | 0 | Company Secretary Confirms the company secretary's appointment, primary contact, and compliance with professional training requirements - Ms. Huang Ziling was appointed Company Secretary by the Board, with her primary contact person being the Chairman and Executive Director, Mr. Xia Zehong[153] - Ms. Huang confirmed that she has undertaken no less than 15 hours of relevant professional training during the year ended March 31, 2025, in accordance with Rule 5.15 of the GEM Listing Rules[153] Shareholders' Rights Explains shareholders' rights regarding convening extraordinary general meetings, making inquiries, and proposing resolutions - In accordance with Article 64 of the Articles of Association, an extraordinary general meeting shall be convened upon the request of one or more shareholders holding not less than one-tenth of the paid-up share capital of the Company carrying the right to vote at general meetings[154] - Shareholders may send any inquiries to the Board in writing by mail to the Company[157] - The Companies Ordinance stipulates that a company must give notice of a resolution if it receives a request from shareholders holding at least 2.5% of the total voting rights or at least 50 shareholders entitled to vote[158] Communication with Shareholders and Investor Relations Describes the company's policy and channels for effective communication with shareholders and investors - The Company has adopted a Shareholder Communication Policy aimed at ensuring that shareholders and potential investors have ready, equal, and timely access to balanced and understandable information about the Company[160] - The Company's annual reports, interim reports, and circulars are distributed to all shareholders, and announcements, circulars, publications, and press releases are published on the Company's website[161] - The Company believes that general meetings are an effective channel for communication between the Company and its shareholders, and encourages Directors and members of Board committees to attend general meetings[161] Constitutional Documents Confirms that there were no changes to the company's constitutional documents during the financial year - There were no changes to the Company's Memorandum and Articles of Association for the year ended March 31, 2025[163] Environmental, Social and Governance Report Presents the group's ESG performance, policies, and initiatives for sustainable development Our Reporting Approach Details the scope, reporting period, and principles used in preparing the ESG report in accordance with GEM Listing Rules - This report covers the Group's core business operations from April 1, 2024, to March 31, 2025, involving its subsidiaries, Grand Mark Development Limited and Grand Mark Engineering Limited, engaged in civil engineering[167] - This report is prepared in accordance with Appendix C2 "Environmental, Social and Governance Reporting Guide" of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited[168] - The report is prepared and processed based on the principles of materiality, quantitative, balance, and consistency[169] Our Business Describes the group's civil engineering business in Hong Kong and its commitment to integrating ESG considerations - Grand Mark Group Holdings Limited is engaged in civil engineering for road and highway-related infrastructure in Hong Kong, with services also covering maintenance of roads and highways and other infrastructure such as construction of pavilions and seawalls, and barrier-free facilities and drainage system construction projects[173] - The Group will continue to focus on developing its repair and maintenance engineering and civil engineering businesses in Hong Kong, and will continue to bid on civil engineering and maintenance projects to generate more profit for the Group and its shareholders[173] - The Group will also continue to focus on business development while considering ESG matters[173] Our ESG Governance Outlines the group's ESG risk management, board oversight, and commitment to aligning with industry best practices - Grand Mark Group Holdings Limited emphasizes ESG risk management in its decision-making process while protecting business growth and the environment[174] - The Board maintains a strong oversight role, closely monitoring the direction of the sustainability strategy and tracking progress in sustainability performance[174] - With active Board involvement, the Group regularly reviews its sustainability policies to ensure that established ESG standards consistently align with industry best practices[177] Stakeholder Engagement Explains the group's approach to engaging with key stakeholders and incorporating their feedback into decision-making - Stakeholders play a crucial role for the Group, and by understanding their concerns, needs, and aspirations, their feedback is integrated into decision-making processes[180] - The Group communicates with stakeholders through various channels, including announcements, annual general meetings, annual/interim/quarterly and ESG reports, the company website, press releases, public welfare initiatives, community benefits, direct communication, submissions, feedback, and complaints[181][183] - Through regular engagement, the Group believes it can move towards more sustainable business operations and achieve its long-term business objectives[180] Materiality Assessment Describes the process for identifying and prioritizing material ESG issues relevant to the group's operations - The Group conducts materiality analysis through in-depth focus group discussions, research on ESG reports and industry peers, and by gathering valuable input from the Board[186] - According to the materiality matrix, occupational safety, waste management, and resource utilization are identified as the top three material issues, aligning with business development[190] - Issues such as greenhouse gas emissions, energy consumption, information privacy, quality management, and anti-corruption are also highly important to the Group's operations[190] Environmental Protection Details the group's commitment to sustainable practices, emission control, waste management, and resource optimization - The Group adheres to sound environmental management, committed to implementing sustainable practices, promoting eco-friendly initiatives, and minimizing its ecological footprint[192] - The Group strives to minimize all unnecessary emissions and ensures that all emissions comply with relevant Hong Kong laws and regulations, such as the Air Pollution Control Ordinance and Noise Control Ordinance[193] - The Group recognizes the importance of waste management, strictly and vigorously enhances waste management principles, and is committed to properly managing and disposing of waste generated from its business activities, prioritizing maximum material reuse[197][198] - The Group uses cleaner fuels (Euro V or VI diesel) in transportation and implements energy-saving measures to reduce greenhouse gas emissions[202][205] - The Group is committed to minimizing its resource consumption footprint in business operations and continues to implement measures to promote resource efficiency and environmental protection initiatives and policies, encouraging employees to turn off electrical appliances when not in use and providing designated recycling bins for convenient recycling[203][207] Waste Reports on the group's waste generation, disposal, and efforts to minimize environmental impact Non-Hazardous Waste Data (tonnes) | Key Performance Indicator | Unit | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | :--- | | Total Construction Waste | tonnes | 70.3 | 5,060.7 | 2,901.7 | | — Non-inert | tonnes | 22.7 | 1.2 | 215.6 | | — Inert | tonnes | 47.6 | 5,059.5 | 2,686.1 | | Total Construction Waste Density | tonnes per sq. meter of floor area | 0.02 | 3.75 | 1.11 | - Total construction waste in FY2025 was 70.3 tonnes, a significant decrease from 5,060.7 tonnes in FY2024[194] - The Group will focus on strengthening cooperation with property management companies and establishing an efficient hazardous waste data collection system[197] Greenhouse Gas Emissions Details the group's greenhouse gas emissions, reduction efforts, and use of cleaner fuels Greenhouse Gas Emissions Data (tonnes CO2e) | Key Performance Indicator | Unit | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 81.9 | 71.2 | 238.2 | | — Direct GHG Emissions (Scope 1) | tonnes CO2e | 78.7 | 60.6 | 212.2 | | — Indirect GHG Emissions (Scope 2) | tonnes CO2e | 3.2 | 10.6 | 23.4 | | Density | tonnes per sq. meter of floor area | 0.02 | 0.05 | 0.09 | - Greenhouse gas emission intensity decreased by 44% in FY2025[202] - Measures taken by the Group to mitigate direct greenhouse gas emissions from operations include regular vehicle and equipment maintenance, planning efficient routes, encouraging employees to turn off electrical appliances, and investing in energy-efficient appliances[205] Energy Consumption Reports on the group's energy usage, density, and initiatives to promote energy efficiency Energy Consumption Data (MWh) | Energy Type | Unit | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 322.16 | 277.46 | 859.07 | | Direct Energy Consumption — Diesel | MWh | 234.40 | 184.43 | 619.53 | | Direct Energy Consumption — Petrol | MWh | 88.80 | 63.87 | 177.11 | | Indirect Energy Consumption — Purchased Electricity | MWh | 8.6 | 28.7 | 60.0 | | Total Energy Density | MWh per sq. meter of floor area | 0.07 | 0.21 | 0.33 | - The Group has adopted internal written procedures to ensure improved energy efficiency and reduced resource use, encouraging all members to turn off electrical appliances when not in use and emphasizing proper disposal of recyclable materials[207] Resource Utilization Details the group's water and paper consumption, density, and efforts to optimize resource use Resource Utilization Data | Resource Utilization | Unit | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | :--- | | Water Consumption | cubic meters | 853.00 | 291.00 | 810.22 | | Total Water Density | cubic meters per sq. meter of floor area | 0.185 | 0.216 | 0.311 | | Electricity Consumption | kWh | 8.575 | 28,731 | 60,022 | | Total Electricity Density | kWh per sq. meter of floor area | 1.859 | 21.28 | 23.09 | | Paper Consumption | kg | 256 | 256 | 400 | | Total Paper Density | kg per sq. meter of floor area | 0.056 | 0.190 | 0.154 | - Water consumption in FY2025 significantly increased by 183.1%, and the Group encourages employees to turn off faucets after use and considers installing flow controllers for faucets[209] - Total paper consumption in FY2024 significantly decreased by 36%, primarily due to the successful promotion of submitting required reports in electronic format[211] Environment and Natural Resources Describes the group's policies and measures to protect the environment and natural resources in its operations - The Group implements appropriate environmental policies to mitigate adverse environmental impacts, including installing sound insulation materials on machinery, regular watering during construction to control dust, segregated transportation of construction waste to public fill reception facilities, and collecting wastewater in sedimentation tanks for designated disposal[212][214] - The Group integrates sustainability elements into internal management and daily operations, striving for optimal environmental protection outcomes by complying with relevant environmental laws and regulations and conserving natural resources[212] - The Group provides adequate support and training to employees to practice environmentally friendly procedures and methods in their respective work areas, and collaborates with business partners and main contractors to build a sustainable environment by increasing the use of clean energy in its operations[212] Climate Change Addresses the group's awareness of climate change impacts and its strategies for mitigation and adaptation - The Group recognizes the importance of reducing the impact of its operations on climate change and maintaining its commitment to sustainable development[213] - Implemented strategies include prioritizing energy-efficient practices in construction and adopting sustainable design principles to minimize energy consumption and greenhouse gas emissions[213] - The Group actively explores renewable energy sources and incorporates them into its projects where feasible, including the use of solar panels and other clean energy technologies[213] Employment and Labor Practices Outlines the group's commitment to fair employment, employee well-being, and adherence to labor laws - The Group firmly believes that employees are not only its most valuable asset but also the driving force behind its continuous prosperity and growth, committed to fostering a diverse and inclusive workforce[219] - The Group advocates for fairness, inclusivity, equality, and employee welfare, striving to provide a pleasant, diverse, and harmonious working environment for its employees, and strictly adheres to labor laws such as the Employment Ordinance, offering comprehensive employment protection and benefits[220] - The Group prioritizes occupational health and safety, strictly complying with safety protocols, guidelines, and best practices issued by main contractors for construction projects, and mandates employees to adhere to all safety precautions and standards[224] - The Group strictly prohibits the employment of child labor and forced labor, and rigorously complies with Hong Kong laws and regulations related to the prohibition of child labor and forced labor, including but not limited to the Employment of Children Regulations and the Employment Ordinance[229] Employment Conditions Provides statistics on employee demographics, turnover rates, and compensation and benefits policies Employee Numbers and Composition | Employee Data | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Total Number and Percentage (%) | 30 (100%) | 44 (100%) | 12 (100%) | | By Employment Type — Long-term | 25 (83.3%) | 42 (95%) | 10 (83%) | | By Employment Type — Part-time | 5 (16.7%) | 2 (5%) | 2 (17%) | | By Employee Category — General Staff | 16 (53.4%) | 34 (77%) | 3 (25%) | | By Employee Category — Management/Supervisor | 7 (23.3%) | 3 (7%) | 3 (25%) | | By Employee Category — Senior Management | 7 (23.3%) | 7 (16%) | 6 (50%) | | By Age Group — Under 30 | 4 (13.3%) | 5 (11%) | 1 (8%) | | By Age Group — 30 to 50 | 16 (53.4%) | 21 (48%) | 9 (75%) | | By Age Group — Over 50 | 10 (33.3%) | 18 (41%) | 2 (17%) | | By Gender — Male | 22 (73.3%) | 33 (75%) | 9 (75%) | | By Gender — Female | 8 (26.7%) | 11 (25%) | 3 (25%) | | By Region — Hong Kong | 23 (76.7%) | 42 (95%) | 11 (92%) | | By Region — Mainland China | 7 (23.3%) | 2 (5%) | 1 (8%) | Employee Turnover Rate | Employees Who Left | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Total Number and Turnover Rate | 11 (37%) | 2 (5%) | 44 (68%) | | By Employment Type — Long-term | 7 (64%) | 2 (100%) | 43 (98%) | | By Employment Type — Part-time | 4 (36%) | 0 (0%) | 1 (2%) | | By Employee Category — General Staff | 8 (73%) | 1 (50%) | 34 (78%) | | By Employee Category — Management/Supervisor | 1 (9%) | 0 (0%) | 9 (20%) | | By Employee Category — Senior Management | 2 (18%) | 1 (50%) | 1 (2%) | | By Age Group — Under 30 | 1 (9%) | 0 (0%) | 12 (27%) | | By Age Group — 30 to 50 | 7 (64%) | 1 (50%) | 15 (34%) | | By Age Group — Over 50 | 3 (27%) | 1 (50%) | 17 (39%) | | By Gender — Male | 8 (73%) | 1 (50%) | 37 (84%) | | By Gender — Female | 3 (27%) | 1 (50%) | 7 (16%) | | By Region — Hong Kong | 10 (91%) | 2 (100%) | 44 (100%) | | By Region — Mainland China | 1 (9%) | 0 (0%) | 0 (0%) | - The Group offers attractive remuneration packages, including competitive salaries, medical insurance, and annual leave, and provides fair compensation and equal opportunities based on employees' experience, skills, and performance[223] Health and Safety Reports on occupational health and safety performance, compliance, and preventive measures Health and Safety Data | Indicator | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Fatalities | 0 | 0 | 0 | | Lost Days Due to Work Injury (days) | 0 | 0 | 2 | - The Group strictly complies with relevant Hong Kong laws and regulations, including but not limited to the Occupational Safety and Health Ordinance, and mandates employees to adhere to all safety precautions and standards, such as wearing personal protective equipment when necessary[225] - The main contractor's safety officer conducts site safety inspections, and the Group's site team consistently cooperates and complies with the safety officer's instructions and recommendations to ensure site safety[225] Development and Training Describes the group's training programs and initiatives for employee skill development and safety awareness Training Hours Per Employee in 2025 (hours) | By Gender and Employment Category | Male | % | Female | % | | :--- | :--- | :--- | :--- | :--- | | Full-time | 0 | 0 | 0 | 0 | | Part-time | 0 | 0 | 0 | 0 | | By Job Level | Male | % | Female | % | | Senior Management | 0 | 0 | 0 | 0 | | Middle Management | 0 | 0 | 0 | 0 | | Other Employees | 0 | 0 | 0 | 0 | - The Group provides internal and external training to enhance employees' technical capabilities, such as conducting "Detection Courses for Underground Cables and Gas Pipes"[227] - Main contractors regularly conduct training to enhance employees' safety awareness by updating their knowledge and vigilance regarding work environment risks[228] Operating Practices Details the group's approach to sustainable supply chain management, product responsibility, and anti-corruption - The Group manages its supply chain to ensure timely delivery reliability and considers suppliers' environmental and social measures from a green supply chain management perspective, prioritizing those who meet product quality, price, delivery time, and environmental practice commitments[232] - The Group has established a comprehensive and reliable supply chain management standard system, continuously evaluating existing suppliers and (sub)contractors to ensure their product and service quality meets required standards[234] - The Group has established a quality control system in accordance with ISO 9001:2015 requirements, ensuring projects comply with contract specifications and environmental, health, and safety requirements[237] - The Group highly respects intellectual property rights, prohibits unauthorized use of patented products, technologies, and concepts, and has established clear guidelines for handling all documents involving customer data, strictly complying with the Personal Data (Privacy) Ordinance of Hong Kong[241] - The Group consistently upholds principles of integrity, believing these principles are fundamental to maintaining business operations, committed to promoting a fair and honest culture, and has established a clear anti-corruption management system with a zero-tolerance approach to corruption, bribery, fraud, money laundering, and other similar acts[242] Supplier Information Provides data on the group's supplier base and its preference for local sourcing Supplier Geographical Distribution | Supplier Data | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | By Region — Hong Kong | 51 | 37 | 9 | | By Region — Mainland China | 0 | 0 | 1 | | By Region — United Kingdom | 1 | 0 | 0 | | Total | 52 | 37 | 10 | - The Group actively procures from local suppliers or businesses whenever possible to support community development and local employment[236] Community Investment Describes the group's commitment to community engagement and contributions to social welfare - The Group views giving back to the community as part of its corporate responsibility, seeking more opportunities to contribute to community well-being through social participation, financial donations, or charitable activities[245] - The Group strongly encourages its employees to participate in community investment[245] - The Group hopes to support community welfare initiatives with its profits in the near future, giving back to society by organizing events or providing funding for future needs[246] Appendix: HKEX ESG Reporting Guide Index Provides a cross-reference table linking the ESG report content to the HKEX ESG Reporting Guide - The appendix provides a corresponding index between Grand Mark Group's ESG report and the "Environmental, Social and Governance Reporting Guide" of the HKEX[249][251][254][256] - The index details the reference pages and remarks for each general disclosure and key performance indicator in the report, covering environmental (emissions, resource utilization, environment and natural resources, climate change), social (employment, health and safety, development and training, labor standards, supply chain management, product responsibility), and governance (anti-corruption, community investment) aspects[249][251][254][256] Directors' Report The directors' comprehensive report on the company's principal activities, financial results, and corporate governance Principal Activities and Business Review Reviews the company's investment holding status and the group's core civil engineering and maintenance operations - The Company is an investment holding company, and the Group is primarily engaged in civil engineering for road and highway-related infrastructure and maintenance of road and highway structures[263] - Details regarding the Group's business development, performance, or condition, and post-reporting period events, are provided in the "Chairman's Statement" and "Management Discussion and Analysis" sections of this annual report[263] Results and Dividends Presents the group's financial results for the year and the board's dividend recommendation - The Group's results for the year ended March 31, 2025, are presented in the consolidated statement of profit or loss and other comprehensive income in this annual report[265] - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[266] Related Party Transactions Details transactions with related parties, including material purchases and shareholder financing - For the year ended March 31, 2025, the Company paid approximately 0.5 million HKD to Jia Cheng (China) Co., Ltd. (wholly owned by Mr. Xia's sister) for the purchase of raw materials[270] - For the year ended March 31, 2025, two shareholders of the Company (Mr. Xia and Mr. Ye) provided financing of approximately 7.0 million HKD and 3.0 million HKD, respectively, to the Group[270] - The 8.0 million HKD loan payable to Mr. Xia is unsecured, a twelve-month loan, bearing interest at an annual rate of 12.0%[270] - All such transactions meet the definition of continuing connected transactions/connected transactions and are fully exempt from the reporting, announcement, independent shareholders' approval, annual review, and all other related disclosure requirements under Chapter 20 of the GEM Listing Rules[270] Share Capital Refers to the notes for details on changes in the company's share capital during the year - Details of changes in the Company's share capital for the year ended March 31, 2025, are set out in Note 26 to the consolidated financial statements in this annual report[271] Share Option Scheme Describes the company's share option scheme, its purpose, terms, and activity during the year - The Company adopted a share option scheme on September 21, 2018, aiming to attract and retain the best personnel and provide additional incentives to employees, Directors, consultants, advisors, distributors, contractors, suppliers, agents, customers, business partners, or service providers of the Group[272][273] - The share option scheme is valid for ten years from its adoption date and will expire on September 21, 2028[286] - The maximum number of shares that may be issued upon exercise of all options granted under the share option scheme and any other share option scheme of the Company shall not exceed 10% of the total issued shares on the listing date[277] - For the year ended March 31, 2025, and as of the date of this annual report, no share options have been granted, exercised, expired, or lapsed under the share option scheme, and there are no outstanding share options[272][279] Purchase, Sale or Redemption of Shares Confirms no share purchase, sale, or redemption activities by the company or its subsidiaries - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any shares for the year ended March 31, 2025[291] Debentures Confirms that the company did not issue any debentures during the financial year - The Company did not issue any debentures for the year ended March 31, 2025[292] Disclosure of Interests Discloses the interests of directors and substantial shareholders in the company's shares Directors' Interests in the Company | Director Name | Capacity | Number of Shares Held | Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Mr. Xia Zehong | Interest in controlled corporation | 6,466,900 (L) | 3.93% | | Mr. Ye Zhucheng | Interest in controlled corporation | 6,466,900 (L) | 3.93% | | Mr. Chu Jinzhe | Beneficial owner | 5,480,800 (L) | 3.33% | Major Shareholders' Interests in the Company | Major Shareholder Name | Capacity | Number of Shares | Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Grand Mark Holdings Limited | Beneficial owner | 6,466,900 (L) | 3.93% | | Ms. Zhong Jingxin (Spouse of Mr. Xia) | Spouse's interest | 6,466,900 (L) | 3.93% | | Ms. Li Minghao (Spouse of Mr. Ye) | Spouse's interest | 6,466,900 (L) | 3.93% | Board of Directors Provides an updated list of board members, including recent appointments and re-election plans - The Board comprises three Executive Directors (Mr. Xia Zehong, Mr. Ye Zhucheng, Mr. Chu Jinzhe) and three Independent Non-Executive Directors (Ms. Deng Ruiwen, Dr. Huo Huixin, Ms. Liu Yuchao)[300] - Ms. Wu Jing retired as an Independent Non-Executive Director on July 30, 2024. Mr. Chu Jinzhe was appointed Executive Director on September 25, 2024. Ms. Liu Yuchao was appointed Independent Non-Executive Director on October 29, 2024[301] - Mr. Xia Zehong, Mr. Ye Zhucheng, Mr. Chu Jinzhe, and Ms. Liu Yuchao will retire by rotation and are eligible and willing to offer themselves for re-election at the upcoming Annual General Meeting[304] Remuneration of Directors and Five Highest Paid Individuals Details the remuneration of directors and the five highest-paid individuals, including the policy for determination - Details of the remuneration of Directors and the five highest-paid individuals of the Group are set out in Notes 13 and 14 to the consolidated financial statements in this report[306] Senior Management Remuneration Range | Remuneration Range | Number of Senior Management | | :--- | :--- | | Zero to 1,000,000 HKD | 3 | - The Board's Remuneration Committee will provide recommendations on the remuneration of Directors and senior management to the Board members, and determine the remuneration packages for individual Directors and senior management based on their authorized duties[309] Retirement Benefit Schemes Describes the group's participation in the MPF scheme and its obligations for long service payments - The Group participates in the Mandatory Provident Fund Scheme (MPF Scheme) registered with the Mandatory Provident Fund Schemes Authority for all eligible employees in Hong Kong[311] - The Group's sole responsibility under the MPF Scheme is to make the required contributions[311] - Details of the Group's retirement benefit schemes as of March 31, 2025, are set out in Note 31 to the consolidated financial statements[312] Non-Competition Undertaking Confirms compliance with non-competition undertakings by controlling shareholders and directors - Grand Mark Group Limited, Mr. Xia Zehong, and Mr. Ye Zhucheng have confirmed to the Company that they have complied with the non-competition undertakings given to the Company under the non-competition deed dated September 21, 201