菊福堂生物(08217) - 2025 - 年度财报

Company Information Characteristics of GEM The GEM market provides a listing platform for small and medium-sized companies with higher investment risks, requiring investors to understand potential risks and directors to ensure report accuracy - The GEM market is positioned as a listing platform for high-risk small and medium-sized companies, requiring investors to exercise caution[3] - The company's directors assume full responsibility for the accuracy, completeness, and non-misleading nature of this report's content[3] Company Basic Information and Governance Structure This section details the company's board members, key officers, committee compositions, and essential corporate information including registered office, auditor, and stock code - The Board of Directors comprises 2 Executive Directors (Mr. Chan Kin and Ms. Yu Hiu) and 3 Independent Non-Executive Directors (Mr. Wong Chi Kan, Ms. Lau Yin Kam, and Mr. Liu Hung Ho)[7] - The Audit, Remuneration, and Nomination Committees are established with Independent Non-Executive Directors serving as chairpersons or key members, ensuring corporate governance independence[7] - The company's stock code is 8217, with its principal place of business located in Causeway Bay, Hong Kong[7][8] Chairman's Statement Annual Review The Group's total revenue for the year ended March 31, 2025, saw a slight increase, primarily driven by higher construction revenue despite a stable number of projects, with the company's successful 2016 listing enhancing its corporate standing - The company's shares were successfully listed on GEM of the Stock Exchange on April 12, 2016, enhancing its corporate status and brand recognition[10] - The increase in construction revenue is attributed to the progressive recognition of revenue from ongoing contracts during the year[10] Total Revenue Comparison (2024 vs 2025) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Growth Rate | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 36,202 | 35,141 | 1,061 | 3.02% | Outlook The Group anticipates future growth driven by government commitments to infrastructure investment and a stable project pipeline, while actively seeking new business opportunities, diversifying revenue, and focusing on sustainable development - Government commitment to average annual capital works expenditure of approximately HK$90 billion from 2025-26 to 2029-30 presents growth opportunities for the Group[11] - The Group maintains a stable project pipeline, contributing to financial sustainability and long-term employee retention[11] - The company is confident in its sustainable development, actively seeking new business opportunities to diversify revenue sources and enhance market position[11] Management Discussion and Analysis Business Review The Group has over 25 years of experience as a civil engineering subcontractor in Hong Kong, specializing in road and drainage, structural, site formation, and renovation and refurbishment works - The Group has provided civil engineering services in Hong Kong for over 25 years, primarily as a subcontractor[15] - Key engineering types include road and drainage, structural, site formation, and renovation and refurbishment works[15] Future Outlook and Strategy The company expects 2026 to bring both opportunities from government infrastructure spending and challenges from geological conditions, weather, and cost control, committing to strengthening its competitive edge, optimizing operations, and exploring international markets - Government commitments to public infrastructure expenditure will create more business opportunities, though challenging geological conditions, adverse weather, and client-initiated changes to construction plans may impact profitability[16] - The Group will strengthen its competitive advantage in the civil engineering sector while maintaining stringent project evaluation and cost control[16] - To diversify revenue, the company will assess the feasibility of expanding civil engineering operations into international markets such as Japan and Thailand[16] Major Investments The Group holds significant investments in Wellong Holdings Limited and China Integrated Holdings Limited, which represent a substantial portion of its total assets, pursuing a diversified and flexible investment strategy for high growth and traditional business stability Major Investment Overview (As at March 31, 2025) | Major Investment | Realized and Unrealized Gains (HK$ thousand) | Number of Shares Held (thousand shares) | Fair Value (HK$ thousand) | Approximate Percentage of Total Assets | | :--- | :--- | :--- | :--- | :--- | | Wellong Holdings Limited | 5,725 | 381,660 | 14,885 | 18.5% | | China Integrated Holdings Limited | 91 | 9,100 | 8,281 | 10.3% | | Other Listed Equity Securities | - | - | 4,893 | 6.1% | | Total | - | - | 28,059 | 34.9% | - The Group's investment strategy involves a diversified and flexible portfolio to maximize sustained long-term returns while ensuring stable growth in traditional businesses[20] - The company will closely monitor investment performance and market trends to adjust its investment strategy[20] Financial Review The Group experienced a slight revenue increase but a decline in gross profit due to rising costs and competition, while other income and unrealized gains from financial assets increased, administrative expenses rose, and the loss for the year significantly narrowed, with sufficient liquidity despite changes in current and gearing ratios Key Financial Indicators Comparison (2024 vs 2025) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 36,202 | 35,141 | 1,061 | 3.02% | | Gross Profit | 982 | 1,880 | (898) | -47.77% | | Other Income | 1,392 | 1,188 | 204 | 17.17% | | Net Other Gains/(Losses) | 5,349 | (13,287) | 18,636 | Turnaround to Profit | | Administrative and Other Operating Expenses | 9,353 | 7,567 | 1,786 | 23.60% | | Loss for the Year | (5,899) | (17,433) | 11,534 | -66.16% | | Current Ratio | 1.5 times | 1.7 times | -0.2 times | -11.76% | | Gearing Ratio | 44% | 36% | 8% | 22.22% | - The decline in gross profit is primarily due to rising material and labor costs under inflationary pressure, coupled with industry competition limiting the ability to pass on costs[24] - The net other gains or losses turned from a loss to a profit, mainly comprising unrealized gains from financial assets at fair value through profit or loss[30] - The increase in administrative and other operating expenses is mainly due to higher staff costs, marketing expenses, and severance payments[34] - The significant reduction in loss for the year is primarily attributable to the net effect of increased revenue, other income, and gains from net other gains or losses[37] - The Group possesses sufficient liquidity to meet its funding requirements, despite a slight decrease in the current ratio and an increase in the gearing ratio[38] Capital Structure The Group's capital structure remained stable during the reporting period, with no significant changes apart from a new share placement completed in 2020, and both issued share capital and total equity attributable to owners are disclosed - The Group's capital structure remained stable during the reporting period, with no significant changes other than a new share placement completed in September 2020[39] Capital Structure Overview (As at March 31, 2025) | Indicator | Amount (HK$ thousand) | | :--- | :--- | | Issued and Fully Paid Share Capital | 48,298 | | Total Equity Attributable to Owners of the Company | 27,218 | Commitments and Contingent Liabilities As of March 31, 2025, the Group had no capital commitments or significant contingent liabilities - As of March 31, 2025, the Group had no capital commitments[40] - As of March 31, 2025, the Group had no significant contingent liabilities[41] Acquisitions, Disposals and Future Investment Plans During the reporting period, the Group did not undertake any significant acquisitions or disposals, and has no other major investment or capital asset plans beyond those disclosed in the annual report - During the reporting period, the Group did not undertake any significant acquisitions or disposals of subsidiaries and associated companies[42] - As of March 31, 2025, the Group had no other significant investment or capital asset plans beyond those disclosed in this annual report[43] Exchange Rate Fluctuation Risk Given that the Group's operations are primarily conducted in Hong Kong, with transactions denominated in HKD and USD, and the HKD pegged to the USD, the Directors consider the foreign exchange risk to be minimal - The Group's business is primarily conducted in Hong Kong, with transactions, monetary assets, and liabilities denominated in HKD and USD[44] - Due to the HKD being pegged to the USD, the Directors believe the Group faces very low foreign exchange risk[44] Pledge of Group's Assets As of March 31, 2025, the Group's total interest-bearing debts remained stable, with no general bank borrowings or lease liabilities - As of March 31, 2025, the Group's total interest-bearing debts (including bonds payable) were approximately HK$12,000,000, consistent with 2024[45] - The Group had no general bank borrowings or lease liabilities as of March 31, 2025, and 2024[45] Employees and Remuneration Policy As of March 31, 2025, the Group's employee count and total staff costs slightly decreased, with remuneration determined by qualifications, position, and seniority, complemented by discretionary bonuses, retirement benefits, and training to attract and retain talent Employee Count and Staff Costs Comparison (2024 vs 2025) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 22 employees | 26 employees | -4 employees | | Total Staff Costs (HK$ thousand) | 5,055 | 5,909 | -854 | - Remuneration is determined based on employee qualifications, position, and seniority, with year-end discretionary bonuses awarded based on Group and individual performance[46] - The company provides retirement benefits, training, and subsidies for training courses, and has an annual review mechanism to assess employee performance[46] Final Dividend The Board of Directors recommends no final dividend for the reporting period - The Board of Directors recommends no final dividend for the reporting period (2024: HK$ nil)[47] Biographical Details of Directors and Senior Management Executive Directors Mr. Chan Kin possesses over 30 years of corporate management experience, overseeing business development and administration, while Ms. Yu Hiu has over a decade of experience in civil engineering and real estate construction, having managed and supervised numerous large-scale projects - Mr. Chan Kin (aged 61) has over 30 years of corporate management experience, responsible for business development and general administrative affairs[50] - Ms. Yu Hiu (aged 44) possesses over ten years of experience in civil engineering and real estate construction, having participated in the management and supervision of numerous large-scale construction projects[51] Independent Non-Executive Directors Mr. Wong Chi Kan has over seven years of audit and accounting experience, Mr. Liu Hung Ho possesses over thirty years of business strategy planning and promotion expertise, and Ms. Lau Yin Kam has over 20 years of experience in the construction industry, specializing in project management - Mr. Wong Chi Kan (aged 39) has over seven years of audit and accounting experience, is a Fellow of CPA Australia, and a practicing accountant of the Hong Kong Institute of Certified Public Accountants[53] - Mr. Liu Hung Ho (aged 65) possesses over thirty years of experience in business strategy planning and promotion[56] - Ms. Lau Yin Kam (aged 52) has over 20 years of experience in the construction industry, with extensive expertise in construction project management[57] Corporate Governance Report Compliance with Corporate Governance Code The company has complied with all applicable code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, committed to maintaining excellent corporate standards and procedures - The company has complied with all applicable code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules[61] - The Board is committed to maintaining excellent corporate standards and procedures to serve the best interests of shareholders[60] Board of Directors The Board is responsible for setting overall group strategy, managing objectives, overseeing management performance, and fulfilling corporate governance functions, comprising two executive and three independent non-executive directors to ensure a balanced mix of skills and experience, with a nomination policy and board diversity policy in place, and all directors maintaining high attendance at five meetings held during the reporting period - The Board's primary responsibilities include formulating the Group's overall strategy, managing objectives, monitoring management performance, and fulfilling corporate governance functions[62][63] - The Board comprises five directors, including two Executive Directors and three Independent Non-Executive Directors, maintaining a balanced mix of skills and experience[64] - The company has adopted a nomination policy and a board diversity policy to ensure appropriate qualifications, skills, experience, and gender diversity among Board members[65][71] - All directors have confirmed full compliance with the code of conduct for securities transactions by directors[75] - The Group sponsors all directors to participate in continuous professional development to update their knowledge and skills and adapt to regulatory changes[78][79] Board Meeting Attendance Record (Reporting Period) | Director Name | Meetings Attended/Eligible to Attend | | :--- | :--- | | Mr. Chan Kin (Executive Director) | 5/5 | | Ms. Yu Hiu (Executive Director) | 5/5 | | Mr. Wong Chi Kan (Independent Non-Executive Director) | 5/5 | | Mr. Liu Hung Ho (Independent Non-Executive Director) | 5/5 | | Ms. Lau Yin Kam (Independent Non-Executive Director) | 5/5 | Board Committees The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist in fulfilling its responsibilities, each with clear terms of reference and regular meetings to ensure effective corporate governance - The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist in fulfilling its functions[80] Audit Committee The Audit Committee, composed of three independent non-executive directors, advises on the appointment, remuneration, and terms of engagement of external auditors, and monitors the integrity of financial statements and the effectiveness of internal control systems, having held three meetings during the reporting period to review results and discuss financial reporting matters - The Audit Committee comprises three Independent Non-Executive Directors, with Mr. Wong Chi Kan serving as Chairman[81] - Its primary responsibilities include advising on the appointment, reappointment, and removal of external auditors, approving and reviewing their remuneration and terms of engagement, and monitoring the integrity of financial statements and internal control systems[82] - Three meetings were held during the reporting period to review quarterly and annual results and discuss internal control and financial reporting matters[83] Remuneration Committee The Remuneration Committee, consisting of three members with Mr. Wong Chi Kan as Chairman, is responsible for formulating remuneration policies and advising the Board on the remuneration policy, structure, and terms for Directors and senior management, meeting at least once annually - The Remuneration Committee comprises Mr. Wong Chi Kan (Chairman), Mr. Liu Hung Ho, and Ms. Yu Hiu[85] - Its primary responsibilities are to formulate remuneration policies and advise the Board on the remuneration policy, structure, and terms for Directors and senior management[85][86] - All committee members attended three meetings during the reporting period[86] Nomination Committee The Nomination Committee, chaired by Mr. Liu Hung Ho and including two independent non-executive directors, is responsible for formulating nomination policies, reviewing board structure and composition, identifying and selecting director candidates, and assessing the independence of independent non-executive directors - The Nomination Committee comprises Mr. Liu Hung Ho (Chairman), Mr. Wong Chi Kan, and Ms. Lau Yin Kam[88] - Its primary responsibilities include formulating nomination policies, reviewing the Board's structure, size, and composition, identifying and selecting director candidates, and assessing the independence of Independent Non-Executive Directors[91] - All committee members attended three meetings during the reporting period[90] Auditor's Remuneration During the reporting period, the company paid HK$390 thousand to its external auditor for statutory audit services, with no remuneration for non-audit services Auditor's Remuneration (2024 vs 2025) | Service Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Statutory Audit Services | 390 | 360 | | Non-Audit Services | 0 | 0 | Company Secretary and Compliance Officer Ms. Tam Mei Chu, the Company Secretary, has completed the professional training required by the GEM Listing Rules, and Mr. Chan Kin, an Executive Director, was appointed as the Compliance Officer on October 3, 2023 - Ms. Tam Mei Chu, the Company Secretary, has participated in no less than 15 hours of professional training, fulfilling the requirements of the GEM Listing Rules[94] - Executive Director Mr. Chan Kin was appointed as the company's Compliance Officer on October 3, 2023[95] Internal Control and Risk Management The Board is responsible for establishing, maintaining, and reviewing the Group's risk management and internal control systems in accordance with the COSO Committee's 2013 Integrated Framework principles, having implemented a risk management policy and engaged external consultants for annual reviews without identifying significant issues, and adopted an inside information disclosure policy - The Board is responsible for establishing, maintaining, and reviewing the Group's risk management and internal control systems, in compliance with the COSO Committee's 2013 Integrated Framework principles[96] - The Group has formulated a risk management policy and engaged external internal control consultants for annual reviews, identifying no significant issues affecting financial, operational, compliance, internal, and risk management[97][99] - The Group has adopted an inside information disclosure policy to ensure compliance with confidentiality requirements and disclosure obligations[99] Directors' and Auditor's Responsibilities for the Consolidated Financial Statements Directors are responsible for preparing true and fair consolidated financial statements in accordance with accounting standards and regulations, on a going concern basis, while the external auditor provides an independent opinion based on their audit findings - Directors are responsible for preparing consolidated financial statements that give a true and fair view and are in accordance with relevant accounting standards, applicable laws, and the GEM Listing Rules[100] - Directors prepare the consolidated financial statements on a going concern basis, as there are no material uncertainties[100] - The external auditor, BDO Limited, is responsible for forming an independent opinion on the consolidated financial statements based on their audit[100] Procedures for Shareholders to Convene an Extraordinary General Meeting and to Propose Resolutions at General Meetings Shareholders holding at least one-tenth of the paid-up share capital with voting rights can requisition an Extraordinary General Meeting or propose resolutions at General Meetings, in accordance with the company's articles of association and GEM Listing Rules - One or more shareholders holding not less than one-tenth of the paid-up share capital carrying voting rights may requisition an Extraordinary General Meeting[102] - An Extraordinary General Meeting must be held within two months of the requisition being deposited[102] - Shareholders may also propose resolutions at General Meetings using the same method[103] Dividend Policy The company has adopted a dividend policy to determine the declaration and payment of dividends based on actual and expected financial performance, working capital needs, capital expenditures, liquidity, and economic conditions, with the Board retaining full discretion over the form, frequency, and amount of dividends - The company adopted a dividend policy in March 2019 to regulate the declaration and payment of dividends[104] - Dividend distribution will consider the Group's financial performance, working capital requirements, capital expenditures, liquidity position, economic conditions, and other relevant factors[105] - The Board has full discretion to determine the form, frequency, and amount of dividends, and may consider declaring interim dividends[106] Procedures for Making Enquiries and Investor Relations Shareholders can direct inquiries regarding shareholding, transfers, registration, and dividends to the Hong Kong Share Registrar, or submit written inquiries to the company's principal place of business, as the company communicates with shareholders and investors through various channels including annual reports, its website, and meetings - Shareholders may direct inquiries regarding shareholding, share transfers, registration, and dividends to the Hong Kong Share Registrar[108] - Shareholders may submit written inquiries to the company's principal place of business, providing detailed contact information[108] - The company communicates with shareholders and investors through various channels, including annual general meetings, annual reports, interim reports, quarterly reports, and the company website[109] Material Changes to Constitutional Documents During the reporting period, there were no material changes to the company's constitutional documents, except for the adoption of the amended and restated Memorandum and Articles of Association due to the listing of shares - During the reporting period, there were no material changes to the company's constitutional documents, except for the adoption of the amended and restated Memorandum and Articles of Association due to the listing of shares on GEM of the Stock Exchange[110] Environmental, Social and Governance Report About the Group Wan Man Ho Mat Holdings Limited and its subsidiaries primarily operate as civil engineering subcontractors in Hong Kong, offering services such as road and drainage, structural, site formation, and renovation and refurbishment works - The Group operates as a civil engineering subcontractor in Hong Kong, with over 25 years of experience[15][111] - Key engineering types include road and drainage, structural, site formation, and renovation and refurbishment works[111] About This Report This report covers the Group's Environmental, Social, and Governance (ESG) performance for the year ended March 31, 2025, prepared in accordance with Appendix C2 of the GEM Listing Rules ESG Reporting Guide, adhering to the principles of materiality, quantitative disclosure, balance, and consistency - This report covers the Group's ESG performance for the year ended March 31, 2025, including its principal operating subsidiaries, Luen Hing Construction Engineering Limited and Mullen Construction Limited[112] - The report is prepared with reference to Appendix C2 of the GEM Listing Rules ESG Reporting Guide of The Stock Exchange of Hong Kong Limited, complying with the "comply or explain" provisions[112] - This ESG report is prepared based on the four reporting principles of materiality, quantitative disclosure, balance, and consistency[112][114] ESG Governance The Group is committed to integrating corporate, social, and environmental health into its daily operations, with the Board holding ultimate responsibility for ESG governance, annually defining ESG strategies and reviewing report content, supported by an established ESG working group for internal program coordination and risk management - The Group is committed to integrating corporate, social, and environmental health into its daily business operations to achieve sustainable development[115] - The Board assumes ultimate responsibility for overseeing the Group's ESG governance, annually defining ESG strategies and reviewing report content and quality[115] - An ESG working group has been established to formulate and coordinate internal ESG initiatives, and to review and monitor ESG processes and risk management[116] Stakeholder Engagement The Group communicates with key stakeholders, including the Stock Exchange, government, shareholders, employees, customers, suppliers, and the community, through various channels to understand their needs and concerns - The Group communicates with key stakeholders, including Board members, managers, supervisors, frontline employees, suppliers, and customers, to understand their needs and concerns[117] - Communication channels include email, regular meetings, publications, face-to-face interviews, website announcements, and site visits[117][118] Materiality Assessment The Group regularly conducts internal materiality assessments, identifying employment, health and safety, labor standards, supply chain management, product responsibility, and community investment as the most significant sustainability issues - The Group regularly conducts internal materiality assessments to identify the most significant sustainability matters for the company[121] - Key material issues identified include employment, health and safety, labor standards, supply chain management, product responsibility, and community investment[121][122] Environmental Aspect The Group is dedicated to conducting business in an environmentally responsible manner, fulfilling its environmental obligations by reducing pollution, enhancing energy efficiency, and minimizing waste, strictly adhering to relevant environmental regulations and implementing measures for emissions, waste management, resource utilization, and climate change response - The Group is committed to conducting business in an environmentally friendly manner, enhancing environmental practices by reducing pollution, improving energy efficiency, and minimizing waste[123] - The Group is fully committed to complying with relevant environmental laws and regulations in Hong Kong, including the Air Pollution Control Ordinance, Waste Disposal Ordinance, Water Pollution Control Ordinance, and Noise Control Ordinance[124] Emissions The Group's primary emission sources are vehicle fuel combustion and greenhouse gases, with measures such as paperless meetings and regular machinery maintenance implemented to reduce emissions, and a short-term reduction target set, resulting in a significant decrease in total greenhouse gas emissions during the reporting period - The Group's vehicle fuel combustion generates exhaust emissions, and greenhouse gas emissions originate from fuel consumption of fixed equipment and vehicles (Scope 1) and indirect energy emissions from purchased electricity (Scope 2)[125] - The company has implemented environmental actions such as paperless meetings, reusing envelopes, turning off lights and appliances, and regularly maintaining construction machinery to reduce energy consumption and carbon emissions[125] - The Group's short-term goal is to maintain the Scope 1 and Scope 2 greenhouse gas emission intensity at or below the 2024 baseline level in the next reporting period[126] Exhaust and Greenhouse Gas Emissions Data (2024 vs 2025) | Emission Type | 2025 | 2024 | Unit | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) | 13.19 | 33.69 | kg | | Sulfur Oxides (SOx) | 0.16 | 0.09 | kg | | Respirable Suspended Particulates (RSP) | 0.97 | 3.18 | kg | | Scope 1 Emissions | 27.6 | 75.8 | tonnes of CO2 equivalent | | Scope 2 Emissions | 3.8 | 4.1 | tonnes of CO2 equivalent | | Total Greenhouse Gas Emissions | 31.4 | 79.9 | tonnes of CO2 equivalent | | Intensity (per revenue) | 0.87 | 2.18 | tonnes of CO2 equivalent/HK$ million revenue | Waste Management The Group manages waste by opening a payment account with the Environmental Protection Department, utilizing legal disposal facilities, and encouraging the use of reusable materials on-site, while conducting regular inspections of high-environmental-risk construction projects to ensure compliance with dust control, wastewater, and construction waste disposal standards - The Group has opened a payment account with the Environmental Protection Department to pay for construction waste disposal services and only uses legal disposal facilities or licensed collectors for waste treatment[127] - The company encourages the use of reusable materials on-site and conducts regular inspections of high-environmental-risk construction projects, covering dust control, wastewater, and construction waste disposal[127] - As construction waste is handled by the main contractor, non-hazardous waste statistics are not applicable to the Group; hazardous waste generation is minimal[127][128] Use of Resources The Group implements various measures to enhance energy performance, including office digitalization, air conditioning temperature settings, and turning off idle equipment, aiming to reduce energy intensity, and improves water efficiency through enhanced site management, drainage construction, and reuse of treated construction wastewater - The Group implements a series of measures to enhance energy performance, such as office digitalization, setting air conditioning temperatures at environmentally friendly levels in summer, and turning off unnecessary lighting and air conditioning[130] - The Group aims to reduce or maintain energy intensity below the 2024 baseline level in the next reporting period[130] - Water efficiency is improved through enhanced construction site management, building drainage pipes, sumps, traps, and sedimentation tanks, and treating construction wastewater for reuse[131] - Due to the nature of the industry, the Group does not consume packaging materials, and its operations do not involve significant water consumption, thus no water consumption targets are set at this stage[131][134] Energy Consumption Overview (2024 vs 2025) | Indicator | 2025 | 2024 | Unit | | :--- | :--- | :--- | :--- | | Direct Energy Consumption – Diesel | 352.2 | 1,203.7 | GJ | | Indirect Energy Consumption – Electricity | 23.1 | 22.2 | GJ | | Total Energy Consumption | 375.3 | 1,225.8 | GJ | | Intensity (per revenue) | 10.4 | 33.5 | GJ/HK$ million revenue | Environmental and Natural Resources The Group has established control measures for noise pollution, waste generation, and disposal, emphasizing noise and dust control to minimize environmental impact - The Group has formulated control measures for noise pollution, waste generation, and waste disposal to optimize environmental management[136] - The company conducts noise source analysis and screening during project planning and uses portable acoustic barriers for noise control[137] - Various control measures, such as water spraying, dust screens, and covering facilities, are implemented to suppress dust generated during excavation and transportation[138] Climate Change The Group recognizes that climate change presents acute physical risks (e.g., extreme weather) and chronic physical risks (e.g., changes in precipitation patterns, rising temperatures) that could negatively impact business operations and employee safety, and plans to review adverse weather arrangements, develop emergency plans, and provide safeguards for outdoor employees - The Group deeply understands that climate-related risks (acute and chronic physical risks) may negatively impact business operations and employee safety[139] - Acute physical risks include extreme weather events such as typhoons, heavy rains, and floods, which may lead to operational disruptions and additional costs[140] - Chronic physical risks include changes in precipitation patterns and long-term average temperature increases, which may affect drainage systems and outdoor workers[140] - The Group will review existing adverse weather arrangements and develop emergency plans, providing regular breaks and sufficient water supply for outdoor employees[140] Social Aspect The Group values its employees as its most precious asset, committed to providing attractive remuneration and a fair, inclusive work environment while strictly adhering to labor regulations, prioritizing occupational health and safety through training and inspections, fostering sustainable relationships with suppliers, emphasizing product quality, protecting data privacy, upholding high ethical standards against corruption, and actively engaging in community investment to give back to society - The Group is committed to providing attractive remuneration and a fair and inclusive working environment to protect the legitimate rights and interests of employees[141] - The company places high importance on maintaining the safety and health of all personnel, committed to providing a safe and healthy working environment for employees and subcontractors[145] - The Group regards integrity and fairness as the foundation of corporate social responsibility, upholding high ethical standards and strictly prohibiting all acts that may involve corruption and bribery[158] - The Group has been deeply involved in social welfare, practicing corporate social responsibility, and continuously striving to provide sponsorships and donations to various charitable organizations[161] Employment and Talent Management The Group is dedicated to offering attractive remuneration and a fair, inclusive work environment, fostering employee career development through staff handbooks, talent development systems, and incentive mechanisms, strictly prohibiting unfair dismissals, and maintaining regular communication with employees, with 22 employees as of March 31, 2025, and a decreased annual employee turnover rate - The Group is committed to providing attractive remuneration and a fair and inclusive working environment to protect the legitimate rights and interests of employees[141] - The company promotes employees' personal career planning in alignment with business development goals through talent development systems, effective incentive mechanisms, and fair competition platforms[141] - The Group found no significant incidents of non-compliance with employment and labor standards-related laws and regulations[144] Total Employees and Turnover Rate (2024 vs 2025) | Indicator | 2025 | 2024 | Unit | | :--- | :--- | :--- | :--- | | Total Number of Employees | 22 | 26 | employees | | Male Employees | 15 | 18 | employees | | Female Employees | 7 | 8 | employees | | Employee Turnover Rate | 17 | 27 | % | | Male Turnover Rate | 18 | 33 | % | | Female Turnover Rate | 13 | 13 | % | Health and Safety The Group highly prioritizes occupational health and safety, strictly adhering to relevant regulations and implementing internal policies to identify, assess, control, and monitor safety risks, with safety measures including personal protective equipment, emergency procedures, and regular safety inspections, and no work-related fatalities during the reporting period - The Group places high importance on maintaining the work safety and health of all personnel and is fully committed to complying with the Occupational Safety and Health Ordinance, Employees' Compensation Ordinance, and Factories and Industrial Undertakings Ordinance[145] - Safety measures include providing adequate personal protective equipment, establishing emergency procedures (e.g., first aid kits), and conducting various forms of enhanced safety inspections[145] - The Group has had no work-related fatalities in the past three years (including the current year) and found no serious violations of health and safety laws and regulations[146] Health and Safety Indicators (2024 vs 2025) | Indicator | 2025 | 2024 | Unit | | :--- | :--- | :--- | :--- | | Number of Work-Related Fatalities | 0 | 0 | persons | | Work-Related Fatality Rate | 0 | 0 | % | | Lost Work Days Due to Work Injury | 0 | 0 | days | Development and Training The Group provides regular value-added training and development programs for employees at all levels, primarily through on-the-job training, to enhance knowledge and skills, with plans to invest more resources in comprehensive training programs in the future - The Group provides value-added regular training and development programs for employees at all levels to cultivate talent and enhance knowledge and skills[147] - During the reporting period, on-the-job training was the primary method, with plans to invest more resources in providing more comprehensive training programs in the future[147] Labour Standards The Group strictly adheres to labor regulations such as the Employment Ordinance, diligently verifying the identity and registration certificates of construction workers to prevent child and forced labor, and upholds the principle of equal opportunity, prohibiting all forms of discrimination - The Group strictly complies with the Employment Ordinance and diligently verifies the identity and registration certificates of construction workers to prevent child and forced labor[148] - The company adheres to the principle of equal opportunity, maintaining a non-discriminatory employment policy that prohibits discrimination based on gender, race, disability, and family status[148] - During the year, the Group found no significant violations of labor standards-related laws and regulations[148] Supply Chain Management The Group fosters lasting partnerships with suppliers through stringent internal controls and regular evaluations, establishing assessment procedures to ensure fairness and transparency, adopting green procurement principles with environmental requirements for suppliers, and conducting annual evaluations, with all suppliers located in Hong Kong during the reporting period - The Group has established supplier evaluation procedures and management mechanisms to ensure fairness and transparency, primarily considering quality, delivery time, and after-sales service capabilities[149] - The company adopts green procurement principles in its supply chain, setting environmental requirements for suppliers and conducting annual evaluations to ensure their compliance with environmental standards[149] - The Group prefers to procure from local suppliers to reduce its carbon footprint and transportation costs; all 130 suppliers were located in Hong Kong during the reporting period[150][151] Product Responsibility The Group places high importance on quality assurance, implementing stringent quality control procedures from project commencement to completion, understands the significance of data privacy, has established guidelines for handling confidential information, and is committed to protecting intellectual property, with no significant violations of product responsibility-related laws and regulations identified during the reporting period - The Group implements stringent quality assurance and control procedures throughout material procurement, testing, and construction engineering processes, selecting reputable suppliers from a pre-approved list[154] - The Group deeply understands the importance of data privacy, has established guidelines for handling confidential information of customers, employees, and business partners, and is committed to protecting intellectual property rights[156][157] - During the reporting period, the Group found no non-compliance with laws and regulations concerning health and safety, advertising, labeling, and privacy matters related to products and services[157] Anti-corruption The Group upholds high ethical standards, strictly complies with anti-bribery laws and regulations, and prohibits all acts of corruption and bribery, with the employee handbook outlining standards for gifts, hospitality, and financial management, encouraging confidential reporting of integrity issues through whistleblowing channels, and no notices of anti-corruption law violations received during the reporting period - The Group regards integrity and fairness as the foundation of corporate social responsibility, upholding high ethical standards, strictly complying with anti-bribery laws and regulations, and prohibiting all acts of corruption and bribery[158] - The employee handbook stipulates standardized rules and guidelines for handling situations such as gifts, hospitality, and financial management, and encourages employees to confidentially report integrity issues through whistleblowing channels[159] - The Group received no notices of non-compliance with anti-corruption laws and regulations[159] Concluded Corruption Litigation Cases (2024 vs 2025) | Indicator | 2025 | 2024 | Unit | | :--- | :--- | :--- | :--- | | Number of Concluded Corruption Litigation Cases | 0 | 0 | cases | Community Investment The Group actively participates in social welfare, giving back to local communities through sponsorships and donations, caring for vulnerable groups to improve community well-being - The Group has been deeply involved in social welfare, practicing corporate social responsibility, and caring for the interests of the communities in which it operates[161] - The company continuously strives to provide sponsorships and donations to various charitable organizations, caring for vulnerable groups[161] Community Investment Cash Donations (2024 vs 2025) | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Total Cash Donations | 0 | 400,000 | Hong Kong Stock Exchange ESG Reporting Guide Content Index This section provides a cross-reference index between the Group's ESG report content and the key performance indicators of the Hong Kong Stock Exchange's ESG Reporting Guide, ensuring compliance with disclosure requirements - This section provides a cross-reference index between the Group's ESG report content and the key performance indicators of the Hong Kong Stock Exchange's ESG Reporting Guide[163][164][165][166][167] Report of the Directors Corporate Reorganisation and Listing The company was incorporated in the Cayman Islands in 2015, completed a corporate reorganisation in 2016 in preparation for listing, and successfully listed on GEM of the Stock Exchange on April 12 of the same year - The company was incorporated in the Cayman Islands on October 16, 2015[169] - To prepare for listing, the company completed a corporate reorganisation on February 22, 2016, becoming the Group's holding company[169] - Shares were listed on GEM of the Stock Exchange by way of placing on April 12, 2016[170] Principal Activities The Group primarily provides civil engineering services, while the company's main business is investment holding, with no significant changes in the nature of principal activities during the reporting period - The Group primarily engages in providing civil engineering services[171] - The company's principal business is investment holding, with no significant changes in the nature of its principal activities during the reporting period[171] Business Review and Risks The Group's business review, key financial performance indicators, and future development are detailed in the "Management Discussion and Analysis" section, with major risks including reliance on a few clients, inaccurate project cost estimates, cash flow mismatches, talent attrition, and weather impacts on operations - The Group's revenue is highly concentrated, with the top five clients contributing 100% of total revenue and the largest client contributing approximately 100%, posing a risk of client loss[173] - Errors in project duration and cost estimates or increases in construction costs could adversely affect profitability[173] - Mismatches between cash outflows and progress payments could adversely affect cash flow position[173] - The loss of key management personnel and internal professional talent could adversely affect business, operating results, and profitability[179] - Outdoor business operations are affected by weather conditions, with adverse weather potentially leading to operational disruptions, reducing revenue and profitability[179] Environmental Policies and Compliance The Group complies with Hong Kong's environmental requirements, having established environmental management policies to ensure employees and subcontractors adhere to regulations regarding air pollution, noise, and waste disposal, with no environmental prosecution or penalties incurred during the reporting period - The Group complies with environmental requirements stipulated by Hong Kong laws, including the Air Pollution Control Ordinance, Noise Control Ordinance, Water Pollution Control Ordinance, and Waste Disposal Ordinance[174] - Environmental management policies have been established to ensure employees and subcontractors comply with environmental matters concerning air pollution, noise, and waste disposal[174] - During the reporting period, the Group was not prosecuted or penalized for violating any applicable environmental regulations[175] - The Group has complied in all material respects with relevant laws and regulations that have a significant impact on its business and operations[176] Results and Dividends The Group's results for the reporting period are presented in the consolidated statement of profit or loss and other comprehensive income, and the Directors do not recommend paying a final dividend for the period - The Group's results for the reporting period are presented in the consolidated statement of profit or loss and other comprehensive income[177] - The Directors do not recommend paying a final dividend for the reporting period (2024: HK$ nil)[178] Property, Plant and Equipment Changes in the Group's property, plant and equipment during the reporting period are disclosed in Note 18 to the consolidated financial statements - Changes in the Group's property, plant and equipment during the reporting period are disclosed in Note 18 to the consolidated financial statements[180] Share Capital and Distributable Reserves Changes in the company's share capital during the reporting period are disclosed in Note 27 to the consolidated financial statements, and as of March 31, 2025, the company's distributable reserves to shareholders were nil - Changes in the company's share capital during the reporting period are disclosed in Note 27 to the consolidated financial statements[181] - As of March 31, 2025, the company's distributable reserves to shareholders were nil[182] Share Option Scheme and Share-linked Agreements Apart from the share option scheme, the Group had no other share-linked agreements during the reporting period, with the scheme designed to attract and retain excellent employees and promote business success, and 19,842,480 share options granted as of March 31, 2025 - Apart from the share option scheme, the Group had no other share-linked agreements entered into or in existence during the reporting period[183] - The share option scheme aims to attract and retain excellent employees, provide incentives, and promote the Group's business success[184] - As of March 31, 2025, the company had granted 19,842,480 share options under the share option scheme[186] Share Option Overview (As at March 31, 2025) | Category | Grant Date | Exercise Price | Exercise Period | Balance at April 1, 2024 | Lapsed During the Year | Balance at March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors (Yu Hiu) | July 11, 2019 | HK$1.414 | 5 years from grant date | 891,540 | (891,540) | 0 | | Other Employees | July 11, 2019 | HK$1.414 | 5 years from grant date | 3,566,160 | (3,566,160) | 0 | | Other Employees | July 12, 2021 | HK$0.315 | 5 years from grant date | 10,698,480 | 0 | 10,698,480 | | Other Employees | March 18, 2022 | HK$0.163 | 5 years from grant date | 9,144,000 | 0 | 9,144,000 | | Consultants | July 11, 2019 | HK$1.414 | 5 years from grant date | 2,674,620 | (2,674,620) | 0 | | Total | | | | 26,974,800 | (7,132,320) | 19,842,480 | Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities from the listing date up to the date of this report - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities from the listing date up to the date of this report[189] Key Relationships The Group values employees as precious assets, offering competitive remuneration, maintains long-term relationships with key clients to meet their service needs, and establishes cooperative relationships with suppliers and subcontractors through stringent evaluation and approved lists to ensure service quality and efficiency, noting a high concentration of key clients, suppliers, and subcontractors during the reporting period - The Group regards employees as precious assets, offering competitive remuneration and employing an annual review system to assess employee performance[190] - The top five clients have long-term cooperative relationships with the Group exceeding ten years, with the largest client contributing approximately 100% of total revenue (2024: 89.2%)[191][193] - The Group establishes cooperative relationships with suppliers and subcontractors, ensuring service quality and efficiency through approved lists and multi-factor evaluations[192] - The largest supplier accounted for approximately 57% of total purchases (2024: 69%), and the top five suppliers collectively accounted for approximately 99% (2024: 96%)[193] - The largest subcontractor accounted for approximately 57% of total subcontracting fees (2024: 72%), and the top five subcontractors collectively accounted for approximately 99% (2024: 100%)[194] Directors' Information This section lists the directors during the year and up to the date of this report, confirming receipt of annual independence confirmations from independent non-executive directors, with directors' service contracts for a three-year term and no contracts that cannot be terminated without compensation, and the company having purchased directors' and officers' liability insurance - Directors during the year and up to the date of this report include Executive Directors Mr. Chan Kin and Ms. Yu Hiu, and Independent Non-Executive Directors Mr. Wong Chi Kan, Mr. Liu Hung Ho, and Ms. Lau Yin Kam[195] - The company has received annual independence confirmations from each Independent Non-Executive Director in accordance with Rule 5.09 of the GEM Listing Rules[197] - Executive Directors' service contracts are for an initial term of three years, and Independent Non-Executive Directors' appointment letters are for a fixed term of three years[198] - The company has purchased directors' and officers' liability insurance, and this indemnity provision is currently in effect[199] Directors' Interests in Contracts Apart from contracts related to the Group's reorganisation, neither the company nor its subsidiaries participated in any significant transactions, arrangements, or contracts during the reporting period in which directors or their associated entities held a material interest - Apart from contracts related to the Group's reorganisation for listing, neither the company nor any of its subsidiaries participated in any significant transactions, arrangements, or contracts related to the Group's business in which directors or entities connected with directors had a direct or indirect material interest during the reporting period[200] Remuneration of Directors and Five Highest Paid Individuals Details of the remuneration for directors and the Group's five highest-paid individuals are disclosed in Note 15 to the consolidated financial statements, with the Remuneration Committee reviewing and determining remuneration packages based on directors' duties, workload, time commitment, and Group performance - Details of the remuneration for directors and the Group's five highest-paid individuals are disclosed in Note 15 to the consolidated financial statements[201] - The Remuneration Committee will review and determine the remuneration and compensation packages for directors with reference to their duties, workload, time devoted to the Group, and the Group's performance[202] Competing Interests The Directors confirm that, during the reporting period and up to the date of this report, no Director or their close associates held any interest in any business that directly or indirectly competes with the Group's business - The Directors confirm that, during the reporting period and up to the date of this report, no Director or their respective close associates held any interest in any business that directly or indirectly competes with the Group's business[203] Disclosure of Interests As of March 31, 2025, some Directors held long positions in the company's shares, but no other Directors or chief executives held disclosable interests or short positions in the shares, related shares, or debentures of the company or its associated corporations, and major shareholders' interests are also disclosed Directors' Long Positions in the Company's Shares (As at March 31, 2025) | Director Name | Number of Relevant Shares Personal Interest | Total | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Yu Hiu | 780,000 | 780,000 | 0.26% | | Liu Hung Ho | 780,000 | 780,000 | 0.26% | | Lau Yin Kam | 780,000 | 780,000 | 0.26% | - Save as disclosed above, no Director or chief executive of the company held any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations[207] - As of March 31, 2025, save for the disclosed Directors and chief executive, no other person held any disclosable interests or short positions in the shares or underlying shares[208] Directors' Rights to Acquire Shares or Debentures Except as otherwise disclosed in this report, no rights to acquire benefits by purchasing the company's shares or debentures were granted to any Director or their spouse or minor children during the reporting period, nor did the company participate in any arrangements enabling Directors or their associates to acquire similar rights in other corporate entities - Except as otherwise disclosed in this report, no rights to acquire benefits by purchasing the company's shares or debentures were granted to any Director or their spouse or minor children during the reporting period[209] - Neither the company nor any of its subsidiaries participated in any arrangements enabling Directors or their associates to acquire relevant rights in any other corporate entity[209] Related Party Transactions The Group's related party transactions are disclosed in Note 31 to the consolidated financial statements, and during the reporting period, these transactions did not constitute connected transactions for the company and complied with the disclosure requirements of Chapter 20 of the GEM Listing Rules - The Group's related party transactions are disclosed in Note 31 to the consolidated financial statements[210] - During the reporting period, the related party transact