建成控股(01630) - 2025 - 年度财报

Cover and Table of Contents Company Information The report provides fundamental company information including the list of members of the Board of Directors and its various committees (Audit, Remuneration, Nomination, Investment), as well as the company secretary, authorized representatives, registered office, principal bankers, and stock code (1630)[3][4] Chairman's Statement Performance Review and Outlook The Chairman's Statement reviews the operating results for the year ended March 31, 2025, noting a significant decrease in total revenue and gross profit due to market volatility and project delays, yet a substantial narrowing of loss attributable to owners of the company; the company anticipates continued intense competition in the formwork engineering industry and plans to address challenges through project diversification, customer base expansion, prudent capital management, and diversified investments Performance Summary | Metric | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. HKD 878.8 million | Approx. HKD 1,244.6 million | -29.4% | | Gross Profit | Approx. HKD 0.3 million | Approx. HKD 31.6 million | -99.0% | | Loss Attributable to Owners of the Company | Approx. HKD 9.5 million | Approx. HKD 43.8 million | Loss narrowed by 78.3% | - The primary reasons for the decline in revenue and gross profit include overall market volatility leading to delays in general contractor certification processes, unexpected additional costs due to changes in site management personnel, and project suspensions caused by the appointment of provisional liquidators for a major client, Polytec Construction Group[6] - To achieve business diversification, the Board continued to invest in listed securities during the reporting period, aiming to contribute stable investment returns to the Group[7] - Looking ahead, the company anticipates continued intense competition in the formwork engineering industry and uncertain labor costs, planning to address these challenges through expanding project scope and customer base, prudent capital management, and continued pursuit of long-term business growth[8] Management Discussion and Analysis Business Overview The Group's core business is formwork engineering, supplemented by minor building construction and financial instrument investments; in FY2025, formwork engineering contributed all revenue, with private sector projects being the primary income source at 75.1% of total revenue, and the number of revenue-contributing clients increased from 12 to 15 Revenue by Business Segment | Business Segment | FY2025 Revenue | FY2024 Revenue | | :--- | :--- | :--- | | Formwork Engineering | Approx. HKD 878.8 million | Approx. HKD 1,244.6 million | Revenue Share by Project Sector | Project Sector | FY2025 Revenue Share | FY2024 Revenue Share | | :--- | :--- | :--- | | Private Sector | 75.1% | 70.8% | | Public Sector | 24.9% | 29.2% | - For the year ended March 31, 2025, the number of revenue-contributing clients increased to 15, up from 12 in the prior year[17][19] Financial Review In FY2025, the Group's total revenue decreased by 29.4% to HKD 878.8 million primarily due to market volatility and certification delays; gross profit sharply declined by 99.0% to HKD 0.311 million, with gross margin falling to 0.04%; however, net other income turned profitable at HKD 28.891 million due to unrealized gains from securities investments, and a significant reduction in expected credit impairment losses led to a substantial narrowing of loss attributable to equity holders from HKD 43.81 million to HKD 9.46 million Financial Metrics Summary | Financial Metric | FY2025 (HKD thousand) | FY2024 (HKD thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 878,762 | 1,244,556 | -29.4% | | Gross Profit | 311 | 31,620 | -99.0% | | Gross Margin | 0.04% | 2.5% | Decreased by 2.46 percentage points | | Net Other Income/(Loss) | 28,891 | (9,373) | Turned from loss to profit | | Administrative Expenses | (20,956) | (22,353) | -6.3% | | Loss Attributable to Equity Holders | (9,460) | (43,810) | Loss narrowed by 78.4% | | Basic Loss Per Share (HK cents) | (0.63) | (2.92) | Loss narrowed | - The decrease in revenue was primarily due to overall market volatility and delays in general contractor certification processes; while the number of revenue-contributing projects increased from 29 to 43 during the year, the average revenue per project decreased[20] - The significant decline in gross profit and gross margin was attributed to market volatility, certification delays, additional costs due to changes in site management personnel, and extra costs incurred from project suspensions following the appointment of provisional liquidators for client Polytec Construction Group[26] - Net other income significantly increased, primarily due to unrealized gains from trading securities and net dividend income of approximately HKD 23.6 million, compared to a net loss of approximately HKD 13.8 million in the prior year[27] - The annual loss significantly narrowed, primarily benefiting from (i) the turnaround of securities investments from loss to profit, and (ii) a reduction in expected credit loss provisions from HKD 40.7 million to HKD 13.9 million, despite (iii) a substantial decrease in gross profit by HKD 31.3 million[31] Corporate Finance and Risk Management As of March 31, 2025, the Group held approximately HKD 108 million in cash, with its gearing ratio increasing to 146.6%, and new bank borrowings of HKD 9 million were incurred during the year; the Group maintains a prudent funding policy with no significant asset pledges, acquisitions, disposals, or capital commitments; the company disclosed a lawsuit with a supplier involving a claim of approximately HKD 21.208 million and a disputed unpaid bill of HKD 9.798 million, and detailed its significant listed securities investment portfolio, with investment in HKEX accounting for 8.26% of total assets Financial Position (As of March 31, 2025) | Financial Position (As of March 31, 2025) | Amount/Ratio | Prior Year (2024) | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 108.4 million | HKD 169.3 million | | Bank Borrowings | HKD 9 million | None | | Gearing Ratio | 146.6% | 125.4% | - The Group is involved in a lawsuit, claiming approximately HKD 21.208 million from a supplier, while the supplier counterclaims for approximately HKD 9.798 million in unsettled bills; the case is in its early stages with the outcome pending[39] Significant Investment Portfolio (As of March 31, 2025) | Investment Name | Shares Held | Fair Value (HKD thousand) | % of Total Assets | | :--- | :--- | :--- | :--- | | Hong Kong Exchanges and Clearing Limited (388) | 100,000 | 34,480 | 8.26% | | China Construction Bank (939) | 1,000,000 | 6,880 | 1.65% | | China Mobile (941) | 75,000 | 6,285 | 1.51% | | BOC Hong Kong (Holdings) Limited (2388) | 300,000 | 9,420 | 2.26% | | Ping An Insurance (Group) Company of China, Ltd. (2318) | 150,000 | 6,945 | 1.66% | - Key risks faced by the Group include reliance on non-recurring projects, inaccurate project estimations, increased construction material costs, construction litigation, and delays in project payment collection[48] Biographies of Directors and Senior Management Directors and Senior Management Background This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, positions, industry experience, educational backgrounds, and roles in other listed companies - Core members of the executive director team, such as Chairman Mr. Leung Chi Kit and Chief Executive Officer Mr. Chow Tik Cheung, possess decades of extensive experience in the construction and formwork engineering industry, responsible for the Group's strategic development and daily operational decisions[54][56] - The independent non-executive director team comprises professionals with expertise in accounting, financial management, and mergers and acquisitions, such as Mr. Lam Kai Yeung, Mr. Wong Yuk Lun, and Mr. Lam Wai Hung, who hold or have held directorships in multiple listed companies[57][58][61] - Senior management includes Executive Officer Ms. Cheng Wai Man and Company Secretary Ms. Tsui Wai Ting, both possessing extensive professional experience in accounting, administration, and company secretarial fields[63] Corporate Governance Report Corporate Governance Practices and the Board The company is committed to maintaining high standards of corporate governance, having adopted the Corporate Governance Code under the Listing Rules, and complied with all applicable code provisions during the reporting period; the Board comprises four executive directors and three independent non-executive directors, meeting independence requirements; the roles of Chairman and Chief Executive Officer are segregated to ensure clear responsibilities; the Board holds regular meetings and provides continuous professional development for directors - The company confirms compliance with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the year ended March 31, 2025[67] - The Board comprises 7 directors, including 4 executive directors and 3 independent non-executive directors, with independent non-executive directors constituting over one-third, meeting Listing Rules requirements[70][71] - The roles of the company's Chairman (Mr. Leung Chi Kit) and Chief Executive Officer (Mr. Chow Tik Cheung) are clearly segregated and held by different individuals, with the Chairman leading the Board and formulating strategies, and the Chief Executive Officer managing the Group's daily operations[80] Board and General Meeting Attendance (FY2025) | Director Name | AGM Attendance Rate | Board Meeting Attendance Rate | | :--- | :--- | :--- | | Mr. Leung Chi Kit (Chairman) | 1/1 | 4/4 | | Ms. Cho Yuk Ching | 1/1 | 4/4 | | Mr. Chow Tik Cheung (CEO) | 1/1 | 4/4 | | Mr. Chan Sik Mau | 1/1 | 4/4 | | Mr. Lam Kai Yeung | 1/1 | 4/4 | | Mr. Wong Yuk Lun | 1/1 | 4/4 | | Mr. Lam Wai Hung | 1/1 | 4/4 | Board Committees The company has established four Board committees—Audit, Remuneration, Nomination, and Investment—to assist the Board in fulfilling its duties; the Audit Committee, composed of three independent non-executive directors, oversees financial reporting and internal control systems; the Remuneration Committee reviews director and senior management compensation; the Nomination Committee handles director nominations and assesses Board composition; the Investment Committee supervises investment decisions and strategies; the report details each committee's responsibilities, membership, and annual meeting attendance - The Audit Committee comprises three independent non-executive directors, chaired by Mr. Lam Kai Yeung, responsible for reviewing financial statements, internal control systems, and appointing external auditors; it held 2 meetings during the year[84][86] - The Remuneration Committee consists of two executive directors and three independent non-executive directors, chaired by Mr. Wong Yuk Lun, responsible for reviewing remuneration policies and proposals; it held 2 meetings during the year[89][91] - The Nomination Committee comprises two executive directors and three independent non-executive directors, chaired by Mr. Leung Chi Kit, responsible for reviewing Board composition, nominations, and diversity policy; it held 1 meeting during the year[96][97] - The Investment Committee consists of one executive director and two independent non-executive directors, chaired by Mr. Chow Tik Cheung, responsible for reviewing the investment portfolio and proposing investment recommendations; it held 4 meetings during the year[110] Internal Control and Shareholder Rights The Board is fully responsible for the Group's internal control and risk management systems, deeming them effective and adequate; the company has established insider information handling procedures; the report clarifies shareholders' rights and procedures for convening extraordinary general meetings and proposing resolutions, and provides contact information for communication with the company, ensuring shareholder rights and effective communication - The Board is responsible for maintaining and reviewing the internal control and risk management systems, which it considers effective and adequate during the reporting period; while the company does not have a separate internal audit department, it has established procedures to perform internal audit functions[115][118] - The company has adopted a dividend policy, committed to providing stable and sustainable dividends to shareholders, though payment depends on a comprehensive consideration of the Group's performance, financial position, and investment needs, among other factors[112] - Shareholders holding not less than one-tenth of the company's paid-up share capital have the right to request the convening of an extraordinary general meeting[122] External Auditor's Remuneration (FY2025) | Service Type | Fee (HKD) | | :--- | :--- | | Audit Services | 740,000 | | Non-Audit Services | 130,000 | | Total | 870,000 | Environmental, Social and Governance (ESG) Report Report Overview and Governance This ESG report covers the period from April 1, 2024, to March 31, 2025, aligning with the annual report's scope and prepared in accordance with the HKEX ESG Reporting Guide; the Board is fully responsible for ESG governance, supported by an ESG working group; the report identifies occupational health and safety, construction safety and quality, and anti-corruption as the most material ESG issues through materiality assessment - The Board holds overall responsibility for the Group's ESG matters and has appointed an ESG working group to assist with oversight, data collection, and report preparation[131] - Through materiality assessment, the Group identified the most material ESG issues as occupational health and safety, construction safety and quality control, and anti-corruption[141] A. Environment In environmental aspects, the Group is committed to managing the impact of its operations; during the reporting period, total exhaust gas and greenhouse gas emissions increased due to a higher number of projects, but emissions density per project decreased; the Group implemented waste management, energy-saving, and water conservation measures; additionally, the company identified and assessed physical risks (e.g., extreme weather) and transition risks (e.g., policy and regulatory changes) posed by climate change, formulating corresponding response strategies Greenhouse Gas Emissions Performance | Metric | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 141.21 | 132.57 | | Intensity (per project) | tonnes CO2e/project | 3.28 | 4.57 | | Intensity (per HKD million revenue) | tonnes CO2e/HKD million revenue | 0.16 | 0.11 | Waste Generation Performance | Metric | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Hazardous Waste | kg | 11.91 | 12.56 | | Total Non-Hazardous Waste | tonnes | 5,677.76 | 5,362.69 | - The Group identified physical risks (e.g., typhoons, heavy rain potentially causing supply chain disruptions and facility damage) and transition risks (e.g., stricter carbon reduction regulations potentially increasing compliance costs) from climate change, and has formulated response measures such as purchasing insurance, monitoring weather warnings, and tracking regulatory changes[165][167] B. Society In social aspects, the Group considers employees its greatest asset, implementing equal opportunity employment policies; as of March 31, 2025, the Group's total employees were 1,231, a decrease from the prior year; during the reporting period, both work-related injuries and lost workdays decreased; the Group provides safety and development training for employees, strictly adheres to labor standards, prohibiting child and forced labor; in supply chain management, environmentally friendly suppliers are prioritized; regarding product responsibility, the Group emphasizes engineering quality and has customer complaint handling procedures; additionally, the Group has established anti-corruption policies and whistleblowing mechanisms, and actively participates in community investment - As of March 31, 2025, the Group's total number of employees was 1,231, a significant decrease from 2,179 in 2024; the employee turnover rate for the year was 69.68%[168][171] - During the reporting period, 19 work-related injuries were recorded, resulting in 1,631 lost workdays, a significant improvement from 49 accidents and 5,206 lost workdays in the prior year; there have been no work-related fatalities in the past three years[173] - The Group adopts a zero-tolerance approach to forced or child labor, verifying through strict recruitment procedures, with no related violations found during the reporting period[180][181] - The Group has formulated a Whistleblowing Policy to address corruption incidents and provided anti-corruption training for directors and senior management; no concluded corruption litigation cases were reported during the period[194] - The Group actively fulfills its social responsibilities, donating HKD 5,000 to the Hong Kong Association of Senior Citizens in March 2025[195] Directors' Report Statutory Disclosures This statutory Directors' Report outlines the Group's principal activities, performance, dividend policy, directors, and shareholding structure; during the reporting period, the Group primarily engaged in formwork engineering and financial instrument investments; the Board recommends no final dividend payment; the report discloses shareholdings of directors and substantial shareholders, with controlling shareholder Mr. Leung Chi Kit and parties acting in concert holding 75% of shares; additionally, it confirms the concentration of major customers and suppliers and the controlling shareholder's compliance with non-compete undertakings - The Board recommends no final dividend payment for the year ended March 31, 2025[211] - Chairman Mr. Leung Chi Kit and his spouse Ms. Cho Yuk Ching are deemed to have interests in 1,125,000,000 shares, representing 75% of the company's issued share capital; these shares are pledged to Kingston Financial (Nominees) Limited[226][228] - For the year ended March 31, 2025, the Group's five largest customers accounted for approximately 76.5% of total turnover, with the largest customer contributing 20.6%; the five largest suppliers accounted for approximately 67.5% of total purchases, with the largest supplier contributing 24.2%[232] - The company confirms that the controlling shareholders have complied with all undertakings in the non-compete deed dated May 23, 2017[233][240] - Based on public information, the company confirms that as of the reporting date, the public float is not less than 25%, complying with Listing Rules requirements[243] Independent Auditor's Report Audit Opinion and Key Audit Matters Auditor UHY CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance; the report identified two key audit matters: revenue recognition for construction contracts, and the recoverability of trade and other receivables and contract assets; for these matters, the auditor performed procedures including understanding internal controls, sample testing, site visits, and evaluating management judgments - The auditor believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position and performance in accordance with Hong Kong Financial Reporting Standards, and issued an unmodified opinion[249] - Key Audit Matter One: Revenue recognition for construction contracts, identified as critical due to its significant impact on the statement of profit or loss and the management's judgment involved in measuring the value of work completed[253] - Key Audit Matter Two: Recoverability of trade and other receivables and contract assets, identified as critical because the related balances are material to the financial statements as a whole, and the estimation of expected credit losses involves significant management judgment[255] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group recorded revenue of HKD 878.8 million, a 29.4% year-on-year decrease; gross profit was HKD 0.311 million, a sharp 99.0% year-on-year reduction; due to significant improvement in net other income and reduced impairment losses, the annual loss substantially narrowed from HKD 43.81 million in the prior year to HKD 9.46 million Consolidated Statement of Profit or Loss Summary (HKD thousand) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 878,762 | 1,244,556 | | Gross Profit | 311 | 31,620 | | Loss Before Tax | (8,604) | (43,810) | | Loss and Total Comprehensive Expense for the Year | (9,460) | (43,810) | | Basic Loss Per Share (HK cents) | (0.63) | (2.92) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD 417.6 million, a decrease from HKD 483.9 million in the prior year; total liabilities were HKD 304.8 million; net assets (total equity) were HKD 112.8 million, slightly lower than HKD 122.3 million last year; net current assets remained relatively stable Consolidated Statement of Financial Position Summary (HKD thousand) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | ASSETS | | | | Non-current Assets | 20,430 | 29,442 | | Current Assets | 397,167 | 454,437 | | Total Assets | 417,597 | 483,879 | | LIABILITIES AND EQUITY | | | | Current Liabilities | 303,056 | 360,228 | | Non-current Liabilities | 1,700 | 1,350 | | Total Liabilities | 304,756 | 361,578 | | Net Assets | 112,841 | 122,301 | | Total Equity | 112,841 | 122,301 | Consolidated Statement of Cash Flows For the year ended March 31, 2025, the Group generated a net cash outflow of HKD 76.152 million from operating activities, contrasting with a net inflow of HKD 27.978 million last year, primarily due to working capital changes; net cash inflow from investing activities was HKD 6.085 million; financing activities resulted in a net cash inflow of HKD 9.174 million due to new bank loans; cash and cash equivalents decreased by HKD 60.893 million during the year, with an ending balance of HKD 108.4 million Consolidated Statement of Cash Flows Summary (HKD thousand) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash (Used in)/From Operating Activities | (76,152) | 27,978 | | Net Cash From/(Used in) Investing Activities | 6,085 | (5,932) | | Net Cash From/(Used in) Financing Activities | 9,174 | (3,189) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (60,893) | 18,857 | | Cash and Cash Equivalents at Beginning of Year | 169,308 | 150,451 | | Cash and Cash Equivalents at End of Year | 108,415 | 169,308 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information for the financial statements, including significant accounting policies, critical accounting estimates, and detailed analysis of various statement items (e.g., revenue, segment information, financial instruments, related party transactions); the notes indicate that all Group revenue is derived from formwork engineering business in Hong Kong, and also disclose fair values of financial assets, aging analysis and impairment assessment of trade receivables, and details of a lawsuit with a supplier - All Group revenue is derived from formwork engineering business in Hong Kong and recognized over time[361] - Segment information indicates that formwork engineering is the primary source of revenue and assets, while the trading and investment business contributed a segment profit of HKD 26.289 million in FY2025, reversing last year's loss[366][369] - The notes disclose details of a lawsuit with a supplier: the Group claims approximately HKD 21.208 million for delayed material delivery, while the supplier counterclaims for the Group's failure to settle approximately HKD 9.798 million in bills; the case is still ongoing[473] - The financial instruments notes detail credit risk management policies and provide aging analysis and impairment assessment for trade receivables and contract assets[449][455][461] Five-Year Financial Summary Five-Year Financial Summary This section provides a summary of the Group's key performance and financial position data for the past five fiscal years (from 2021 to 2025), illustrating trends in revenue, loss/profit before tax, total assets, total liabilities, and net assets Five-Year Financial Data Summary (HKD thousand) | Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 878,762 | 1,244,556 | 474,768 | 600,863 | 523,949 | | Loss/(Profit) Before Tax | (8,604) | (43,810) | 11,887 | (12,497) | 4,120 | | Assets and Liabilities | | | | | | | Total Assets | 417,597 | 483,879 | 425,960 | 379,276 | 391,130 | | Total Liabilities | 304,756 | 361,578 | 259,849 | 225,052 | 224,409 | | Net Assets | 112,841 | 122,301 | 166,111 | 154,224 | 166,721 |