Annual Results Announcement Consolidated Statement of Comprehensive Income For the year ended March 31, 2025, the company's revenue significantly increased by 42.9% to HK$1,281.4 million, but gross profit margin declined, with profit for the year decreasing by 11.9% to HK$9.4 million and basic and diluted earnings per share at 0.93 HK cents. Consolidated Statement of Comprehensive Income Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,281,422 | 896,689 | 42.9% | | Cost of revenue | (1,194,373) | (820,107) | 45.6% | | Gross profit | 87,049 | 76,582 | 13.7% | | Other income and gains or losses | 2,210 | 1,629 | 35.7% | | Administrative and other operating expenses | (62,945) | (53,384) | 17.9% | | Net expected credit losses on financial assets | (788) | (200) | 294.0% | | Impairment loss on interests in an associate | (1,498) | – | N/A | | Finance costs | (12,033) | (11,648) | 3.3% | | Share of results of an associate | 32 | 522 | (93.9%) | | Profit before income tax | 12,027 | 13,501 | (10.9%) | | Income tax | (2,604) | (2,809) | (7.3%) | | Profit for the year | 9,423 | 10,692 | (11.9%) | | Total comprehensive income for the year | 9,673 | 10,713 | (9.7%) | | Basic and diluted earnings per share (HK cents) | 0.93 | 1.06 | (12.4%) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets increased to HK$633.1 million, with current assets at HK$554.5 million; current liabilities rose to HK$495.0 million, but net current assets still grew, and total equity increased to HK$136.7 million. Consolidated Statement of Financial Position Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Assets | | | | | Total non-current assets | 78,659 | 72,208 | 8.9% | | Total current assets | 554,486 | 508,654 | 9.0% | | Liabilities | | | | | Total current liabilities | 494,971 | 452,406 | 9.4% | | Total non-current liabilities | 1,493 | 1,448 | 3.1% | | Equity | | | | | Total equity | 136,681 | 127,008 | 7.6% | | Net current assets | 59,515 | 56,248 | 5.8% | Notes to the Consolidated Financial Statements 1. General Information Zhenli Holdings Limited, incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange, primarily provides construction, consultancy engineering, and project management services in Hong Kong, and holds properties for rental purposes, with JT Glory Limited as its ultimate parent company. - The company's principal activities are construction and consultancy engineering, project management services in Hong Kong, and property leasing - The company was incorporated in the Cayman Islands on November 16, 2015, and its shares are listed on the Main Board of the Stock Exchange 2. Changes in Accounting Policies The Group has adopted several revised Hong Kong Financial Reporting Standards effective for the current accounting period, which have not had a significant impact on current or prior period results or financial position, while new and revised standards issued but not yet effective, particularly HKFRS 18, are expected to significantly affect financial statement presentation and disclosure. 2.(a) Adoption of Revised Hong Kong Financial Reporting Standards The Group has adopted several revised HKFRSs issued by the HKICPA, including amendments related to liability classification, lease liabilities in sale and leaseback transactions, and supplier finance arrangements, none of which had a significant impact on the Group's results or financial position for the current or prior periods. - Adopted revised standards include HKAS 1 (Amendments) regarding classification of liabilities, HKFRS 16 (Amendments) regarding lease liabilities in a sale and leaseback, and others - These revised standards have not had a significant impact on the Group's results or financial position for the current or prior periods 2.(b) New and Revised Hong Kong Financial Reporting Standards Issued But Not Yet Effective The report lists several new and revised HKFRSs issued but not yet effective, with HKFRS 18 "Presentation and Disclosure in Financial Statements" expected to significantly impact the presentation and disclosure of certain items in the consolidated financial statements, though not affecting recognition and measurement. - HKFRS 18 "Presentation and Disclosure in Financial Statements" is expected to significantly impact the presentation and disclosure of certain items in the consolidated financial statements, including classification and subtotals in the statement of profit or loss, aggregation/disaggregation of information, labeling, and disclosure of management-defined performance measures 8 - Other new and revised standards issued but not yet effective are not expected to have a significant impact on the consolidated financial statements after initial assessment 9 3. Segment Reporting The Group's primary business segment is providing construction, consultancy engineering, and project management services in Hong Kong; management reviews operating results from a project perspective and does not provide detailed business segment information, but discloses revenue from major customers. Information about Major Customers For the year ended March 31, 2025, the Group had three major customers whose revenue accounted for 10% or more of total revenue: Customer I (HK$317,283 thousand), Customer II (HK$213,633 thousand), and Customer III (HK$134,306 thousand), which differ from the major customers in 2024. Major Customer Revenue Contribution | Major Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer I | 317,283 | N/A | | Customer II | 213,633 | N/A | | Customer III | 134,306 | N/A | | Customer IV | N/A | 124,155 | | Customer V | N/A | 121,230 | | Customer VI | N/A | 91,215 | - In 2025, three customers contributed over 10% of total revenue, and these major customers differed from those in 2024 12 4. Revenue The Group's total revenue for the year ended March 31, 2025, was HK$1,281.4 million, a 42.9% increase year-on-year, primarily driven by a significant 45.1% growth in superstructure building works services revenue, while substructure building works and RMAA works services revenue decreased. Revenue from Contracts with Customers by Major Service | Major Service | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Substructure building works services | – | 3,813 | (100.0%) | | Superstructure building works services | 1,278,389 | 881,143 | 45.1% | | Repair, maintenance, alteration and addition services (RMAA) | 3,033 | 11,733 | (74.1%) | | Total Revenue | 1,281,422 | 896,689 | 42.9% | 5. Other Income and Gains or Losses For the year ended March 31, 2025, total other income and gains or losses amounted to HK$2.21 million, a 35.7% increase year-on-year, mainly from higher bank interest income and industry association grants, partially offset by an expanded fair value loss on financial assets at fair value through profit or loss and reduced dividend income. Other Income and Gains or Losses Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 1,211 | 527 | 129.8% | | Grants from industry associations for construction works | 1,333 | 1,247 | 6.9% | | Sales of scrap materials | 339 | 895 | (62.1%) | | Gain on early termination of lease | 15 | – | N/A | | Dividend income from financial assets at FVTPL | – | 805 | (100.0%) | | Government grants – Employment Support Scheme | – | 123 | (100.0%) | | Fair value change of financial assets at FVTPL | (1,214) | (2,545) | (52.3%) | | Others | 526 | 577 | (8.8%) | | Total | 2,210 | 1,629 | 35.7% | 6. Profit Before Income Tax For the year ended March 31, 2025, profit before income tax was HK$12.03 million, a 10.9% decrease year-on-year, primarily due to increased employee benefit expenses, higher depreciation, and a non-recurring write-off of contract assets of approximately HK$5.1 million. Profit Before Income Tax Components | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Auditor's remuneration | 1,280 | 1,280 | 0.0% | | Depreciation | 4,371 | 3,748 | 16.6% | | Employee benefit expenses | 94,383 | 77,868 | 21.2% | | Short-term lease expenses | 36,267 | 29,156 | 24.4% | | Write-off of contract assets | 5,130 | – | N/A | 7. Finance Costs For the year ended March 31, 2025, finance costs were HK$12.03 million, a 3.3% increase year-on-year, mainly due to higher interest on bank borrowings reflecting an increase in average bank borrowings. Finance Costs Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 11,794 | 11,343 | 4.0% | | Interest on lease liabilities | 239 | 305 | (21.7%) | | Total | 12,033 | 11,648 | 3.3% | 8. Income Tax For the year ended March 31, 2025, income tax expense was HK$2.60 million, a 7.3% decrease year-on-year, with Hong Kong profits tax rate remaining at 16.5%, though a two-tiered tax rate applies to certain qualifying entities. Income Tax Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current tax – Hong Kong profits tax | 2,603 | 2,673 | (2.6%) | | Current tax – Over-provision in prior years | (51) | (86) | (40.7%) | | Deferred tax | 52 | 222 | (76.6%) | | Total | 2,604 | 2,809 | (7.3%) | - The Hong Kong profits tax rate is 16.5%, with a two-tiered tax rate of 8.25% for assessable profits up to HK$2 million applicable to certain qualifying entities 1617 9. Dividends The Board did not declare any interim dividends during the year and does not recommend the payment of any final dividends for the years ended March 31, 2025, and 2024. - The Board did not declare any interim dividends during the year 18 - The Board does not recommend the payment of any final dividends for the years ended March 31, 2025, and 2024 18 10. Earnings Per Share For the year ended March 31, 2025, basic and diluted earnings per share were 0.93 HK cents, a 12.3% decrease from 1.06 HK cents in the prior year, calculated based on a weighted average of 1,013,000,000 ordinary shares, with no dilutive effect from share options as their exercise price was higher than the average market price. Earnings Per Share Calculation Basis | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the purpose of calculating basic and diluted EPS (HK$ thousand) | 9,423 | 10,692 | (11.9%) | | Weighted average number of ordinary shares | 1,013,000,000 | 1,013,000,000 | 0.0% | | Basic and diluted earnings per share (HK cents) | 0.93 | 1.06 | (12.3%) | - No dilutive effect from share options was assumed in the calculation of diluted earnings per share as their exercise price was higher than the average market price of the shares 20 11. Trade and Other Receivables As of March 31, 2025, total trade and other receivables significantly increased by 54.8% to HK$121.1 million, with trade receivables growing by 76.6% to HK$79.4 million and prepayments by 18.5% to HK$33.2 million, alongside an increase in expected credit losses. Trade and Other Receivables Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of expected credit losses) | 79,387 | 44,947 | 76.6% | | Other deposits, performance bond deposits, dividend receivables and other receivables (net of expected credit losses) | 11,082 | 5,498 | 101.6% | | Prepayments | 33,159 | 27,983 | 18.5% | | Total deposits under non-current assets | (2,530) | (223) | 1034.5% | | Total | 121,098 | 78,205 | 54.8% | Ageing Analysis of Trade Receivables | Ageing Analysis of Trade Receivables | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 64,053 | 44,947 | | 31 to 60 days | 6,200 | – | | 61 to 90 days | 4,462 | – | | 91 to 180 days | – | – | | 181 to 365 days | 4,672 | – | | Total | 79,387 | 44,947 | 12. Trade and Other Payables As of March 31, 2025, total trade and other payables increased by 29.0% to HK$354.4 million, with trade payables growing by 29.8% to HK$257.2 million and retention money by 29.5% to HK$77.1 million, while the credit period for suppliers and subcontractors is generally 30 to 60 days. Trade and Other Payables Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 257,181 | 198,064 | 29.8% | | Retention money | 77,094 | 59,528 | 29.5% | | Other payables, accruals and deposits received | 20,119 | 17,021 | 18.2% | | Provision for long service payments (current portion) | – | 18 | N/A | | Total | 354,394 | 274,631 | 29.0% | Ageing Analysis of Trade Payables | Ageing Analysis of Trade Payables | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 182,670 | 112,281 | | 31 to 60 days | 21,105 | 46,397 | | 61 to 90 days | 27,512 | 16,411 | | 91 to 180 days | 18,494 | 15,305 | | 181 to 365 days | 2,346 | 496 | | Over 365 days | 5,054 | 7,174 | | Total | 257,181 | 198,064 | 13. Share Capital As of March 31, 2025, the company's authorized share capital was HK$100,000 thousand, and its issued and fully paid share capital was HK$10,130 thousand, comprising 1,013,000,000 ordinary shares of HK$0.01 each, remaining unchanged from the prior year. Share Capital Structure | Ordinary shares of HK$0.01 each | Number | HK$ thousand | | :--- | :--- | :--- | | Authorized | | | | At April 1, 2023, March 31, 2024, April 1, 2024 and March 31, 2025 | 10,000,000,000 | 100,000 | | Issued and fully paid | | | | At April 1, 2023, March 31, 2024, April 1, 2024 and March 31, 2025 | 1,013,000,000 | 10,130 | Management Discussion and Analysis Business Review and Prospects The Group, a main contractor in Hong Kong, primarily provides substructure, superstructure building works, and RMAA services; for FY2025, total revenue grew 42.9% to HK$1,281.4 million, driven by new superstructure projects, and the Group also acquired property for rental income. - The Group primarily engages in substructure, superstructure building works, and repair, maintenance, alteration and addition (RMAA) works services 25 - The Group acquired a property for rental purposes in November 2024, with expected monthly rental income of HK$25,000 to be recognized in FY2026 25 Revenue by Service Type | Service Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Substructure building works services | – | 3,813 | (100.0%) | | Superstructure building works services | 1,278,389 | 881,143 | 45.1% | | RMAA works services | 3,033 | 11,733 | (74.1%) | | Total Revenue | 1,281,422 | 896,689 | 42.9% | (i) Substructure Building Works Services For the year ended March 31, 2025, revenue from this segment was approximately zero, a decrease of HK$3.8 million from the prior year, primarily due to no projects undertaken during the year. - Substructure building works services revenue for FY2025 was zero, a year-on-year decrease of HK$3.8 million, mainly due to no new projects 27 (ii) Superstructure Building Works Services For the year ended March 31, 2025, revenue from this segment was approximately HK$1,278.4 million, an increase of HK$397.2 million or 45.1% from the prior year, driven by an increased number of new projects and higher revenue recognition from projects nearing completion. - Superstructure building works services revenue for FY2025 increased to HK$1,278.4 million, a year-on-year growth of 45.1%, primarily due to an increased number of new projects and higher revenue recognition from projects nearing completion 28 (iii) RMAA Works Services For the year ended March 31, 2025, revenue from this segment was approximately HK$3.0 million, a decrease of HK$8.7 million or 74.1% from the prior year, mainly due to a reduction in the number of projects undertaken. - RMAA works services revenue for FY2025 decreased to HK$3.0 million, a year-on-year reduction of 74.1%, primarily due to a decrease in the number of projects undertaken 29 Financial Review This section provides a detailed analysis of the Group's key financial metrics for the year ended March 31, 2025, including changes in revenue, gross profit, other income, operating expenses, finance costs, income tax, and net profit, along with their primary drivers. Revenue The Group's revenue for the year ended March 31, 2025, was HK$1,281.4 million, a 42.9% year-on-year increase, primarily driven by a HK$397.2 million increase in superstructure building works services revenue, partially offset by an HK$8.7 million decrease in RMAA works services revenue. - FY2025 revenue reached HK$1,281.4 million, a year-on-year increase of 42.9% 30 - Revenue growth was primarily driven by a HK$397.2 million contribution from superstructure building works services, partially offset by an HK$8.7 million decrease in RMAA works services 30 Gross Profit and Gross Margin The Group's gross profit increased from HK$76.6 million in FY2024 to HK$87.0 million in FY2025, a 13.7% increase; however, the gross margin decreased from 8.5% to 6.8%, mainly due to an increased number of new projects. Gross Profit and Gross Margin Changes | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 87,049 | 76,582 | 13.7% | | Gross margin | 6.8% | 8.5% | (1.7 percentage points) | - The decrease in gross margin was primarily due to an increased number of projects commenced during the year ended March 31, 2025 31 Other Income and Gains or Losses Other income and gains or losses increased by 35.7% from HK$1.6 million in FY2024 to HK$2.2 million in FY2025, mainly due to increased fair value changes of financial assets at fair value through profit or loss and bank interest income, partially offset by reduced dividend income. - Other income and gains or losses increased by 35.7% to HK$2.2 million 32 - The increase was primarily driven by higher fair value changes of financial assets at fair value through profit or loss and bank interest income, partially offset by reduced dividend income 32 Administrative and Other Operating Expenses Administrative and other operating expenses increased by 17.8% from HK$53.4 million in FY2024 to HK$62.9 million in FY2025, primarily due to a non-recurring write-off of contract assets of approximately HK$5.1 million and an increase in employee benefit expenses of approximately HK$4.7 million due to a higher headcount. - Administrative and other operating expenses increased by 17.8% to HK$62.9 million 33 - The increase was primarily due to a non-recurring write-off of contract assets of approximately HK$5.1 million and an increase in employee benefit expenses of approximately HK$4.7 million 33 Finance Costs Finance costs increased by 3.3% from HK$11.6 million in FY2024 to HK$12.0 million in FY2025, mainly due to an increase in average bank borrowings. - Finance costs increased by 3.3% to HK$12.0 million, primarily due to an increase in average bank borrowings 34 Income Tax Income tax decreased by 7.3% from HK$2.8 million in FY2024 to HK$2.6 million in FY2025. - Income tax expense decreased by 7.3% to HK$2.6 million 35 Profit for the Year Attributable to Owners of the Company Profit for the year attributable to owners of the company decreased by 11.9% from HK$10.7 million in FY2024 to HK$9.4 million in FY2025, primarily because the increase in gross profit was offset by higher employee benefit expenses and an impairment loss on interests in an associate. - Profit for the year attributable to owners of the company decreased by 11.9% to HK$9.4 million 36 - The decrease in net profit was primarily due to the increase in gross profit being offset by higher employee benefit expenses and an impairment loss on interests in an associate 36 Liquidity and Financial Resources As of March 31, 2025, the Group's total assets were approximately HK$633.1 million, and its current ratio remained stable at approximately 1.1. - As of March 31, 2025, the Group's total assets were approximately HK$633.1 million 37 - The Group's current ratio remained stable at approximately 1.1 as of March 31, 2025, and March 31, 2024 37 Gearing Ratio As of March 31, 2025, the Group's gearing ratio was approximately 97.4%, a significant decrease from 130.8% as of March 31, 2024, indicating an improvement in financial leverage. Gearing Ratio | Indicator | March 31, 2025 | March 31, 2024 | Change (percentage points) | | :--- | :--- | :--- | :--- | | Gearing ratio | 97.4% | 130.8% | (33.4) | 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 39 Commitments As of March 31, 2025, the Group had no significant capital commitments. - As of March 31, 2025, the Group had no significant capital commitments 40 Pledge of Group's Assets Assets with a carrying value of approximately HK$84.7 million have been pledged as security for the Group's bank facilities. - Assets with a carrying value of approximately HK$84.7 million have been pledged as security for the Group's bank facilities 41 Segment Information The Group's presented segment information, primarily related to construction, consultancy engineering, and project management services in Hong Kong, has been disclosed in Note 3 to these annual results. - The Group's presented segment information has been disclosed in Note 3 to these annual results 42 Foreign Exchange Risk For the year ended March 31, 2025, the Group was not exposed to foreign exchange risk as its bank borrowings are denominated in Hong Kong dollars. - For the year ended March 31, 2025, the Group was not exposed to foreign exchange risk 43 Treasury Policy The Group adopts a prudent financial management approach to maintain a healthy liquidity position, with current bank borrowings primarily based on floating interest rates and denominated in Hong Kong dollars, thus posing no significant foreign exchange rate fluctuation risk. - The Group adopts a prudent financial management approach to maintain a healthy liquidity position 44 - Bank borrowings are denominated in Hong Kong dollars and primarily based on floating interest rates, posing no significant foreign exchange rate fluctuation risk 44 Capital Structure The company's shares were transferred from GEM to the Main Board of the Stock Exchange on September 18, 2017; as of March 31, 2025, the issued share capital was HK$10,130,000, comprising 1,013,000,000 ordinary shares, with no other changes since the allotment of consideration shares on May 10, 2018. - The company's shares were transferred from GEM to the Main Board of the Stock Exchange on September 18, 2017 45 - As of March 31, 2025, the issued share capital was HK$10,130,000, comprising 1,013,000,000 ordinary shares, with no other changes since May 10, 2018 45 Future Plans for Material Investments and Capital Assets For the year ended March 31, 2025, the Group had no plans involving material investments or capital assets. - For the year ended March 31, 2025, the Group had no plans involving material investments or capital assets 46 Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies For the year ended March 31, 2025, the company had no material investments, acquisitions, or disposals of subsidiaries and affiliated companies. - For the year ended March 31, 2025, the company had no material investments, acquisitions, or disposals of subsidiaries and affiliated companies 47 Employees and Remuneration Policy As of March 31, 2025, the Group employed 251 staff, an increase of 80 from the prior year, with staff costs of approximately HK$94.4 million, up 21.2% year-on-year; remuneration packages include salaries, bonuses, and various benefits, subject to annual review for competitiveness. Employee Headcount and Costs | Indicator | March 31, 2025 | March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of employees | 251 | 171 | 80 (46.8%) | | Staff costs (HK$ thousand) | 94,400 | 77,900 | 16,500 (21.2%) | - Employee remuneration packages include salaries, bonuses, examination leave, retirement benefits, work injury insurance, medical insurance, and are subject to annual review for salary adjustments and promotions 49 Material Investments Held For the year ended March 31, 2025, the Group held no material investments other than investments in subsidiaries and an associate. - For the year ended March 31, 2025, the Group held no material investments other than investments in subsidiaries and an associate 50 Events After the Reporting Period No significant events occurred after the reporting period. - No significant events occurred after the reporting period 51 Key Risks and Uncertainties The Group faces various operational and financial risks, including reliance on non-recurring project revenue, supplier shortages or quality issues, potential construction/labor disputes, deviations in project cost estimates, dependence on Board members and senior management, labor shortages and increased costs, risks of non-renewal of registrations and certifications, and claims arising from construction defects. - Revenue is primarily derived from non-recurring projects, and a significant reduction in project volume would impact operations and financial performance 52 - Reliance on suppliers for construction materials means any shortages, delays, or quality deterioration could have an adverse impact 52 - Potential involvement in construction and/or labor disputes and legal proceedings could lead to significant legal liabilities 52 - Project tender prices are based on estimated time and costs, which may deviate from actuals, leading to adverse impacts 52 - Dependence on Board members and senior management means their departure could adversely affect operations and financial performance 52 - Construction is labor-intensive, and labor shortages, industrial actions, or significant increases in labor costs would have an adverse impact 57 - Expiry, withdrawal, revocation, downgrade, and/or non-renewal of registrations and certifications would adversely affect operations and financial performance 57 - Construction defects could lead to claims, resulting in additional costs or retention money deductions 57 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 53 Dividends The Board did not declare any interim dividends during the year and does not recommend the declaration of any final dividends for the year ended March 31, 2025. - The Board did not declare any interim dividends during the year 54 - The Board does not recommend the declaration of any final dividends for the year ended March 31, 2025 54 Standard Code for Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, and all directors have confirmed compliance with its required standards. - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules 55 - All directors have confirmed compliance with the required standards set out in the Model Code 55 Audit Committee The company has established an Audit Committee in accordance with the Corporate Governance Code in Appendix C1 of the Listing Rules, which has reviewed the Group's consolidated financial statements for the year ended March 31, 2025, and found them to comply with applicable accounting standards and Listing Rules, with adequate disclosure. - The company has established an Audit Committee in accordance with the Corporate Governance Code in Appendix C1 of the Listing Rules 56 - The Audit Committee has reviewed the consolidated financial statements and found them to comply with applicable accounting standards and Listing Rules, with adequate disclosure 56 Corporate Governance Practices Mr. Ng Choi Wah serves as both Chairman and Chief Executive Officer, which deviates from Code Provision C.2.1 of the Corporate Governance Code; however, the Board believes this arrangement benefits efficient decision-making and business development given Mr. Ng's experience and the Group's stage of development, with some responsibilities delegated to other executive directors, and otherwise, the company has complied with the principles and code provisions of the Corporate Governance Code. - The roles of Chairman and Chief Executive Officer, held by Mr. Ng Choi Wah, are not segregated, which does not comply with Code Provision C.2.1 of the Corporate Governance Code 58 - The Board believes this arrangement benefits the Group's business development and efficient decision-making, and Mr. Ng has delegated some responsibilities to other executive directors 58 - Except for the aforementioned deviation, the company has complied with the principles and code provisions of the Corporate Governance Code 58 Scope of Work of BDO Limited The figures in the Group's consolidated financial statements for the year ended March 31, 2025, have been agreed with the auditor, BDO Limited, but their work does not constitute an assurance engagement, thus no assurance has been provided on the preliminary announcement. - The auditor has agreed the consolidated financial statement figures, but their work does not constitute an assurance engagement 59 Publication of Annual Results and Despatch of Annual Report This annual results announcement has been published on the Stock Exchange website and the company's website, and the annual report containing all information required by the Listing Rules will be despatched to shareholders and published on the aforementioned websites in due course. - The annual results announcement has been published on the Stock Exchange website and the company's website 60 - The annual report, containing all information required by the Listing Rules, will be despatched to shareholders and published on the aforementioned websites in due course 60
正利控股(03728) - 2025 - 年度业绩