金石控股集团(01943) - 2025 - 年度业绩

Annual Results Overview Consolidated Statement of Profit or Loss and Other Comprehensive Income Goldstone Holdings Group Limited's revenue from continuing operations significantly decreased by 61.7% to HK$173.4 million in FY2025, with gross profit turning into a gross loss of HK$47.1 million, and loss for the year expanding to HK$102.1 million, resulting in a basic loss per share of 10.2 HK cents Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 173,388 | 452,263 | (278,875) | -61.7% | | Gross (Loss)/Profit | (47,137) | 18,051 | (65,188) | -361.1% | | Loss Before Income Tax | (99,535) | (30,207) | (69,328) | 229.5% | | Loss for the Year | (102,073) | (32,092) | (69,981) | 218.1% | | Total Comprehensive Loss Attributable to Owners of the Parent | (101,899) | (32,266) | (69,633) | 215.8% | | Basic and Diluted Loss Per Share (HK cents) | (10.2) | (3.2) | (7.0) | 218.8% | Consolidated Statement of Financial Position As of March 31, 2025, Goldstone Holdings Group's total non-current assets significantly decreased to HK$249 thousand, total current assets fell to HK$146,145 thousand, leading to a reduction in net assets from HK$183,843 thousand to HK$105,564 thousand Key Data from Consolidated Statement of Financial Position | Metric | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Non-current Assets | 249 | 10,353 | (10,104) | -97.6% | | Total Current Assets | 146,145 | 255,012 | (108,867) | -42.7% | | Total Current Liabilities | 40,798 | 81,235 | (40,437) | -49.8% | | Net Assets | 105,564 | 183,843 | (78,279) | -42.6% | Notes to Financial Statements Company and Group Information Goldstone Holdings Group Limited, registered in the Cayman Islands, primarily engages in investment holding, with subsidiaries mainly providing construction services in Hong Kong, including formwork and ancillary works, having terminated its securities trading and brokerage business this year - The company's principal business is investment holding, with subsidiaries providing construction services in Hong Kong (traditional formwork, system formwork, and ancillary works)[5] - The securities trading and brokerage business was terminated during the year[5] Basis of Preparation and Accounting Policies The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, using the historical cost convention, presented in Hong Kong Dollars, with all figures rounded to the nearest thousand, and control is determined by exposure to variable returns, power, and ability to affect those returns - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and presented under the historical cost convention[6] - The consolidated financial statements are presented in Hong Kong Dollars, with all values rounded to the nearest thousand[6] - Control is determined based on the Group's exposure to, or rights to, variable returns from its involvement with the investee and its ability to affect those returns through its power over the investee[7] Changes in Accounting Policies and Disclosures This year, several revised Hong Kong Financial Reporting Standards were first applied, including lease liabilities in sale and leaseback, liability classification, non-current liabilities with covenants, and supplier finance arrangements, but these changes had no significant impact on the Group's financial position or performance - Revised standards applied this year include HKFRS 16 (Amendments), HKAS 1 (Amendments), and HKAS 7 and HKFRS 7 (Amendments)[9] - These changes in accounting policies had no significant impact on the financial position and performance for the current and prior years[9] New and Revised HKFRS Issued but Not Yet Effective The Group has not early adopted several new and revised Hong Kong Financial Reporting Standards issued but not yet effective, and these standards are not expected to have a significant impact on the consolidated financial statements in the foreseeable future - The Group has not early adopted new and revised HKFRS, including amendments to financial instrument classification and measurement, sale of assets by an investor to an associate, annual improvements, and presentation and disclosure in financial statements[10] - The Directors do not expect the application of these new standards to have a significant impact on the consolidated financial statements in the foreseeable future[10] Operating Segment Information Operating segment and geographical information is not presented as the Group's resources are integrated, and all revenue and non-current assets are derived from Hong Kong; four major customers contributed over 10% of revenue this year, with Customer I's contribution significantly decreasing - The Group's resources are integrated, and the chief operating decision-maker focuses on overall operating results, thus no operating segment information is presented[12] - All the Group's revenue and non-current assets are derived from Hong Kong, so no geographical information is presented[13] Revenue Contribution from Major Customers | Major Customer | FY2025 Revenue (HK$ Thousand) | FY2024 Revenue (HK$ Thousand) | Change (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Customer I | 22,324 | 207,109 | (184,785) | | Customer II | 78,878 | N/A | 78,878 | | Customer III | 35,725 | N/A | 35,725 | | Customer IV | 23,973 | N/A | 23,973 | | Customer V | N/A | 188,047 | (188,047) | | Customer VI | N/A | 52,658 | (52,658) | Revenue, Other Income and Gains Revenue from continuing operations in FY2025, primarily from construction services, totaled HK$173.4 million, a significant 61.7% decrease from HK$452.3 million in FY2024, with private sector construction service revenue notably declining while public sector revenue increased Revenue Source Analysis (Continuing Operations) | Revenue Source (Continuing Operations) | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Private Sector Construction Services | 81,048 | 425,448 | (344,400) | -80.9% | | Public Sector Construction Services | 92,340 | 26,815 | 65,525 | 244.4% | | Total Revenue | 173,388 | 452,263 | (278,875) | -61.7% | - Other income and gains primarily include interest income, rental income, government grants, and gains on disposal of property, plant and equipment, with the total decreasing from HK$968 thousand to HK$730 thousand[17] Other Losses Other losses from continuing operations in FY2025 were HK$4.3 million, a decrease from HK$13.7 million in FY2024, primarily due to impairment loss on contract assets and net loss on disposal of a subsidiary, with no impairment loss on trade receivables Other Losses Analysis (Continuing Operations) | Loss Item (Continuing Operations) | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Fair value loss on financial assets at fair value through profit or loss | – | 236 | (236) | | Impairment loss on trade receivables | – | 13,247 | (13,247) | | Impairment loss on contract assets | 2,617 | – | 2,617 | | Net loss on disposal of a subsidiary | 1,649 | – | 1,649 | | Loss on termination of lease | 17 | – | 17 | | Others | – | 187 | (187) | | Total | 4,283 | 13,670 | (9,387) | Loss Before Income Tax Loss before income tax from continuing operations in FY2025 was HK$99.5 million, primarily influenced by depreciation, short-term lease expenses, auditor's remuneration, and employee benefit expenses, with employee benefit expenses significantly increasing Components of Loss Before Income Tax (Continuing Operations) | Expense Item (Continuing Operations) | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Depreciation | 2,153 | 6,625 | (4,472) | -67.5% | | Expenses relating to short-term leases | 5,118 | 614 | 4,504 | 733.6% | | Auditor's remuneration | 800 | 1,150 | (350) | -30.4% | | Employee benefit expenses (including directors' and chief executive's emoluments) | 43,019 | 30,203 | 12,816 | 42.4% | Income Tax The Group is exempt from income tax in the Cayman Islands and British Virgin Islands; Hong Kong profits tax is levied at 16.5%, with a two-tiered rate for eligible subsidiaries, and Chinese subsidiaries are taxed at 25%; income tax credit for FY2025 was HK$0.2 million, a significant decrease from HK$1.4 million in FY2024 - No income tax is payable in the Cayman Islands and British Virgin Islands[20] - Hong Kong profits tax rate is 16.5%, with a two-tiered tax rate applicable to certain subsidiaries (first HK$2 million taxed at 8.25%)[20] Income Tax Credit | Tax Credit | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total tax credit for the year | (156) | (1,367) | 1,211 | -88.6% | Discontinued Operations The Group disposed of its securities trading and brokerage business (Titan Group) in December 2024, which is classified as a discontinued operation; loss from discontinued operations in FY2025 was HK$2.7 million, narrowing from HK$3.3 million in FY2024 - The Group disposed of Titan Hwaks Limited and its subsidiaries, which provided securities trading and brokerage services, in December 2024[22] Loss from Discontinued Operations | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss from trading and brokerage services | (2,694) | (3,252) | 558 | -17.2% | | Gain on disposal of trading and brokerage services | 35 | – | 35 | N/A | | Total loss from discontinued operations | (2,659) | (3,252) | 593 | -18.2% | - Revenue from discontinued operations decreased from HK$531 thousand in FY2023 to HK$374 thousand for the period from April 1, 2024, to December 9, 2024[24] Dividends The Company neither paid nor proposed any dividends in FY2025 and FY2024, nor has it recommended any dividends since the end of the reporting period - The Company neither paid nor proposed any dividends for FY2025 and FY2024[25] Loss Per Share Basic and diluted loss per share from continuing operations in FY2025 significantly widened to 9.9 HK cents from 2.9 HK cents in FY2024, while basic and diluted loss per share from discontinued operations was 0.27 HK cents Loss Per Share | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Basic and diluted loss per share from continuing operations | (9.9) HK cents | (2.9) HK cents | (7.0) HK cents | | Basic and diluted loss per share from discontinued operations | (0.27) HK cents | (0.33) HK cents | 0.06 HK cents | - The Group had no ordinary shares with potential dilutive effects outstanding in either financial year[27] Contract Assets As of March 31, 2025, total contract assets were HK$86.8 million, a decrease from HK$94.4 million in FY2024, with unbilled revenue increasing, retention receivables decreasing, and impairment losses significantly rising Components of Contract Assets | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Unbilled revenue | 24,177 | 19,519 | 4,658 | 23.9% | | Retention receivables | 65,462 | 75,129 | (9,667) | -12.9% | | Less: Impairment loss | (2,825) | (208) | (2,617) | 1258.2% | | Total | 86,814 | 94,440 | (7,626) | -8.1% | - Unbilled revenue refers to amounts for completed works not yet billed, pending client quality and quantity inspections for confirmation[29] - Retention receivables refer to amounts for completed works not yet recoverable, which become due only after client satisfaction with service quality[29] Trade Receivables As of March 31, 2025, total trade receivables were HK$5.9 million, a significant decrease from HK$26.5 million in FY2024, with construction service receivables notably declining and securities brokerage commission receivables becoming zero due to business termination Components of Trade Receivables | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Construction services | 19,854 | 39,738 | (19,884) | -50.0% | | Securities brokerage commissions from cash clients | – | 732 | (732) | -100.0% | | Less: Impairment loss | (13,934) | (13,934) | – | 0.0% | | Total | 5,920 | 26,536 | (20,616) | -77.7% | - Trade receivables aging analysis shows HK$2,005 thousand were within 30 days in FY2025, whereas all receivables were within 30 days in FY2024[31] Trade Payables As of March 31, 2025, total trade payables were HK$25.8 million, a decrease from HK$44.1 million in FY2024, with construction service payables increasing while securities brokerage-related payables became zero due to business termination Components of Trade Payables | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Construction services | 25,818 | 18,639 | 7,179 | 38.5% | | Securities brokerage commissions from cash clients | – | 24,692 | (24,692) | -100.0% | | Securities from HKSCC | – | 728 | (728) | -100.0% | | Total | 25,818 | 44,059 | (18,241) | -41.4% | - Trade payables aging analysis shows payables over 90 days significantly increased from HK$460 thousand in FY2024 to HK$16,129 thousand in FY2025[31] Share Capital As of March 31, 2025, the Company's authorized share capital was 2,000,000,000 ordinary shares of HK$0.01 each, totaling HK$20,000 thousand, with issued and fully paid share capital of 1,000,000,000 shares, totaling HK$10,000 thousand, remaining unchanged from the previous year Share Capital Details | Share Capital Type | Number of Shares | Par Value (HK$ Thousand) | | :--- | :--- | :--- | | Authorized Share Capital (Ordinary shares of HK$0.01 each) | 2,000,000,000 | 20,000 | | Issued and Fully Paid Share Capital (Ordinary shares of HK$0.01 each) | 1,000,000,000 | 10,000 | Management Discussion and Analysis of Financial Condition and Operating Results Financial Summary In FY2025, revenue from continuing operations significantly decreased by 61.7% to HK$173.4 million, gross profit turned into a gross loss of HK$47.1 million, loss attributable to owners of the parent expanded to HK$101.9 million, basic loss per share was 10.2 HK cents, and the Board recommended no final dividend - Revenue from continuing operations in FY2025 was approximately HK$173.4 million, a year-on-year decrease of 61.7%[36] - Continuing operations recorded a gross loss of approximately HK$47.1 million in FY2025, compared to a gross profit of approximately HK$18.1 million in FY2024[36] - Loss attributable to owners of the parent in FY2025 was approximately HK$101.9 million, a significant increase from the HK$32.3 million loss in FY2024[36] - The Board recommended not to declare any final dividend for FY2025[36] Business Review The Group primarily provides formwork engineering services in Hong Kong, with revenue from this business in FY2025 at approximately HK$173.4 million, a 61.7% year-on-year decrease, mainly due to intense market competition leading to fewer successful bids and lower contract values, and gross profit turning into a gross loss primarily due to increased subcontracting costs - Revenue from formwork engineering services in FY2025 was approximately HK$173.4 million, a 61.7% decrease compared to FY2024[35] - The decrease in revenue was primarily attributable to intense market competition, resulting in fewer successful bids and lower awarded contract values[35] - A gross loss of approximately HK$47.1 million was recorded in FY2025, mainly due to increased additional subcontracting costs[35] Business Outlook The Group has divested its trading and brokerage business to concentrate resources on core construction operations; going forward, it will focus on smart buildings and construction digitalization, strengthen technological innovation and R&D, and explore business diversification opportunities, particularly in areas integrating advanced electronic components and smart infrastructure, to achieve sustainable development - The Group has completed the disposal of its trading and brokerage business, focusing resources on its core construction business[37] - The Board anticipates smart buildings and construction digitalization to be major industry trends, and the Group will actively apply technologies such as IoT, drone security, and smart energy management[37] - The Group will leverage the resources of its new controlling shareholder to explore business diversification opportunities, especially in areas integrating advanced electronic components with smart infrastructure[37] - As of March 31, 2025, the Group had 4 outstanding projects with an original contract value of approximately HK$341.1 million[38] Financial Review This section provides a detailed review of FY2025 financial performance, including a significant revenue decrease, gross profit turning into gross loss, increased administrative expenses due to higher bonuses, and changes in other losses and income tax credit, ultimately leading to a substantial expansion of loss attributable to owners of the parent Revenue Revenue Change | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 173,388 | 452,263 | (278,875) | -61.7% | Gross (Loss)/Profit and Gross (Loss)/Profit Margin Gross (Loss)/Profit and Gross (Loss)/Profit Margin | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Gross (Loss)/Profit (HK$ Thousand) | (47,137) | 18,051 | (65,188) | | Gross (Loss)/Profit Margin | (27.2%) | 4.0% | (31.2) percentage points | - The gross loss was mainly due to increased additional subcontracting costs[41] Other Income and Gains Change in Other Income and Gains | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other income and gains | 730 | 968 | (238) | -24.6% | Administrative Expenses Change in Administrative Expenses | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Administrative expenses | 48,833 | 35,505 | 13,328 | 37.5% | - The increase in administrative expenses was primarily attributable to an increase of approximately HK$22.0 million in discretionary bonuses paid to employees[43] Other Losses Change in Other Losses | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other losses | 4,283 | 13,670 | (9,387) | -68.7% | - Other losses in FY2025 were mainly attributable to an impairment loss on contract assets of approximately HK$2.6 million and a net loss on disposal of a subsidiary of approximately HK$1.7 million[44] Finance Costs Change in Finance Costs | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Finance costs | 12 | 51 | (39) | -76.5% | Income Tax Change in Income Tax Credit | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Income tax credit | 156 | 1,367 | (1,211) | -88.6% | Discontinued Operations - The Group disposed of Titan Group (securities trading and brokerage business) in FY2025[47] Change in Loss from Discontinued Operations | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss from discontinued operations | (2,694) | (3,252) | 558 | -17.2% | Loss Attributable to Owners of the Parent Change in Loss Attributable to Owners of the Parent | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to owners of the parent | (101,900) | (32,300) | (69,600) | 215.5% | Final Dividend - The Board recommended not to declare any final dividend for FY2025[49] Liquidity and Financial Resources The Group's working capital primarily derives from cash generated from operations, bank borrowings, and new share issues; as of March 31, 2025, cash and cash equivalents significantly decreased to HK$9.7 million, with net current assets and total assets less current liabilities also notably declining - The primary sources of working capital are cash generated from operations, bank borrowings, and new share issues[50] Liquidity and Financial Resources | Metric | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 9,700 | 98,100 | (88,400) | -90.1% | | Net current assets | 105,300 | 173,800 | (68,500) | -39.4% | | Total assets less current liabilities | 105,600 | 184,100 | (78,500) | -42.6% | Contingent Liabilities As of March 31, 2025, the Group had no significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities[51] Capital Commitments As of March 31, 2025, the Group had no contracted but unprovided capital commitments for the acquisition of property, plant and equipment, compared to HK$1.1 million in FY2024 Change in Capital Commitments | Item | As of March 31, 2025 (HK$ Thousand) | As of March 31, 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Contracted but unprovided capital commitments (acquisition of property, plant and equipment) | – | 1,100 | (1,100) | -100.0% | Funding and Treasury Policies The Group maintains prudent funding and treasury policies, holding surplus funds as cash deposits with licensed banks, and the Board closely monitors liquidity to meet funding requirements - The Group maintains prudent funding and treasury policies, holding surplus funds as cash deposits with licensed banks[53] - The Board closely monitors the liquidity position to ensure funding requirements are met[53] Foreign Exchange Risk The Group does not undertake significant foreign exchange risk as almost all its transactions are denominated in Hong Kong Dollars, and management will consider hedging significant foreign currency exposures when appropriate - The Group does not undertake significant foreign exchange risk as almost all its transactions are denominated in Hong Kong Dollars[54] Capital Gearing Ratio As of March 31, 2025, the Group's capital gearing ratio was zero, consistent with FY2024 Capital Gearing Ratio | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Capital gearing ratio | Zero | Zero | Segment Information The Group's segment information is disclosed in Note 5 to the consolidated financial statements - Segment information is disclosed in Note 5 to the consolidated financial statements[56] Significant Acquisitions and Disposals of Subsidiaries and Associates In FY2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates - In FY2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates[57] Material Investments Held In FY2025, the Group did not hold any material investments - In FY2025, the Group did not hold any material investments[58] Future Plans for Material Investments and Capital Assets In FY2025, the Group had no future plans for material investments and capital assets - In FY2025, the Group had no future plans for material investments and capital assets[59] Employees and Remuneration Policies As of March 31, 2025, the Group employed 31 staff in Hong Kong, a decrease from the previous year; remuneration packages include salaries, bonuses, and other cash allowances, determined by qualifications, position, and seniority, with all full-time employees enrolled in the Mandatory Provident Fund Scheme Number of Employees | Metric | As of March 31, 2025 | As of March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees (Hong Kong) | 31 | 37 | (6) | - Remuneration packages include salaries, bonuses, and other cash allowances, determined based on qualifications, position, and seniority[60] - All full-time employees are enrolled in the Mandatory Provident Fund Scheme[60] Competing Interests In FY2025, no Directors, controlling shareholders, or their associates had any interests in businesses competing with the Group's business or any other conflicts of interest - In FY2025, no Directors, controlling shareholders, or their associates had any interests in businesses competing with the Group's business or any other conflicts of interest[61] Standard Code for Securities Transactions by Directors The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for Directors' securities transactions and has established strict employee guidelines; all Directors confirmed compliance with the Standard Code - The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for Directors' securities transactions[62] - All Directors confirmed compliance with the Standard Code for FY2025 and up to the date of this announcement[62] Sufficiency of Public Float The Directors confirmed that the Company maintained a sufficient public float of its shares in accordance with the Listing Rules throughout FY2025 and up to the date of this announcement - The Directors confirmed that the Company maintained a sufficient public float of its shares in accordance with the Listing Rules[63] Corporate Governance Practices The Company is committed to maintaining high corporate governance standards and has adopted the Corporate Governance Code in Appendix C1 of the Listing Rules; except for the Chairman and Chief Executive Officer being the same person, the Company has complied with the Code provisions, and the Board considers this deviation appropriate under current circumstances but will review it regularly - The Company has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[64] - There is one deviation: the roles of Chairman and Chief Executive Officer are combined and held by Mr. Wang Jianfeng[65] - The Board believes this arrangement facilitates business strategy execution and decision-making efficiency and will review it regularly[65] Audit Committee The Audit Committee, established on June 8, 2019, comprises three independent non-executive directors responsible for reviewing financial reporting, internal controls, risk management, and overseeing the audit process, and has reviewed and approved the FY2025 consolidated financial results - The Audit Committee comprises three independent non-executive directors, with Mr. Wang Wenxing as Chairman[66] - Its primary responsibilities include reviewing the financial reporting process, internal controls, risk management systems, and overseeing the audit process[66] - The Audit Committee has approved and reviewed the Group's consolidated financial results for FY2025[66] Scope of Work of BDO Limited ("BDO") BDO Limited has agreed that the consolidated statement of financial position, statement of profit or loss, and notes figures in this announcement are consistent with its audited FY2025 consolidated financial statements, but its work does not constitute an assurance engagement, thus no assurance is provided for this announcement - BDO has agreed that the financial figures contained in this announcement are consistent with its audited consolidated financial statements for FY2025[68] - BDO's work does not constitute an assurance engagement, and therefore no assurance is provided for this announcement[68] Purchase, Sale or Redemption of the Company’s Listed Securities In FY2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - In FY2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[69] Share Option Scheme The Company adopted a share option scheme on June 8, 2019, allowing for a maximum grant of 100,000,000 shares; as of the announcement date, no share options have been granted under this scheme - The Company adopted a share option scheme on June 8, 2019[70] - The maximum number of unexercised shares involved in share options that may be granted under the scheme is 100,000,000 shares[70] - As of the announcement date, the Company has not granted any share options under the scheme[71] Changes in Controlling Shareholder and Offer On March 20, 2025, Glory Era International Trading Limited (ultimately owned by Ms. Zeng Jingwen and Ms. Tang Jingjing) acquired 75% of the Company's issued share capital, becoming the controlling shareholder, which triggered a mandatory unconditional cash offer under Rule 26.1 of the Hong Kong Code on Takeovers and Mergers at HK$0.08 per share - On March 20, 2025, Glory Era International Trading Limited acquired 75% of the Company's issued share capital, becoming the controlling shareholder[72] - This acquisition triggered a mandatory unconditional cash offer at an offer price of HK$0.08 per share[73] - The offeror and parties acting in concert with it held interests in 750,000,000 shares, representing 75% of the Company's total issued share capital[73] Annual General Meeting As of the announcement date, the Company has not yet determined the date of the 2025 Annual General Meeting and related share transfer arrangements, and further announcements will be published in due course - The Company has not yet determined the date of the 2025 Annual General Meeting and related share transfer arrangements[75] Publication of Annual Results Announcement and Annual Report This announcement has been published on the HKEXnews website and the Company's website; the annual report for the year ended March 31, 2025, will be available on these websites and dispatched to shareholders in due course - This announcement has been published on the HKEXnews website (www.hkexnews.hk) and the Company's website (www.kshgl.hk)[76](index=76&type=chunk) - The annual report will be available on the aforementioned websites and dispatched to shareholders in due course[76] Events After Reporting Period Except as disclosed in this announcement, no significant events have occurred after March 31, 2025, and up to the date of this announcement - Except as disclosed in this announcement, no significant events have occurred after the reporting period[77] Acknowledgement The Board expresses its sincere gratitude to management, staff, shareholders, clients, subcontractors, suppliers, and business partners for their support in the Group's development - The Board expresses its sincere gratitude to management, staff, shareholders, clients, subcontractors, suppliers, and business partners[78] Board Composition As of the announcement date, the Company's Board of Directors comprises a Chairman and Chief Executive Officer (Executive Director), three Non-executive Directors, and three Independent Non-executive Directors - The Board of Directors comprises Mr. Wang Jianfeng (Chairman, Chief Executive Officer, and Executive Director), three Non-executive Directors, and three Independent Non-executive Directors[80]