万景控股(02193) - 2025 - 年度财报

Company Information Board of Directors The Company's Board of Directors consists of executive directors Lo Yuen Cheong (Chairman) and Lo Yik Cheong, non-executive director Chan Wai Ying, and independent non-executive directors Leung Wai Tat, Lo Man Chi, Chow Wai Yung, and So Ki Wai (appointed on July 15, 2024) - The Board of Directors includes two executive directors, one non-executive director, and four independent non-executive directors, with Mr. So Ki Wai appointed on July 15, 2024[3] Committee Composition The Audit Committee, Remuneration Committee, and Nomination Committee all include independent non-executive directors, with Mr. So Ki Wai appointed to all committees on July 15, 2024 - The Audit Committee, Remuneration Committee, and Nomination Committee all include independent non-executive directors, with Mr. So Ki Wai appointed to all committees on July 15, 2024[3] Company Contact Information The Company Secretary is Lo Wai Ting, the auditor is PricewaterhouseCoopers, and major banks include The Hongkong and Shanghai Banking Corporation Limited and Industrial and Commercial Bank of China (Asia) Limited - Company Secretary is Lo Wai Ting, auditor is PricewaterhouseCoopers[3] - Major banks include The Hongkong and Shanghai Banking Corporation Limited and Industrial and Commercial Bank of China (Asia) Limited[3] - Company stock code is 2193, website is http://www.manking.com.hk[4](index=4&type=chunk) Chairman's Statement Performance and Strategy Despite challenges in Hong Kong's construction industry, the Group's financial performance improved for the year ended March 31, 2025, with a significant reduction in gross loss, and the 20.3% interest in the Pakistan coal transshipment business continued to provide stable financial contributions, with cash dividends of approximately HKD 29.1 million received during the year - The Group's financial performance improved for the year ended March 31, 2025, with a significant reduction in gross loss, primarily due to decreased project costs after the completion of temporary works[6] - The 20.3% interest in the Pakistan coal transshipment business continued to provide stable financial contributions, with cash dividends of approximately HKD 29.1 million received during the year[6] - Leveraging a robust capital structure, the Group is committed to improving core construction services, meeting client requirements, and pursuing strategic diversification to enhance long-term resilience and growth[7] Group Employees Facing labor shortages, the Group maintained a stable employee turnover rate and enhanced productivity through training programs and innovative technologies, demonstrating a strong commitment to safety and professional development with zero fatalities and an accident rate well below the industry average - The construction industry faces labor shortages, but the Group maintained a stable employee turnover rate over the past two years[8] - Productivity is enhanced through targeted training programs and the adoption of innovative technologies, prioritizing the integration of digitalization and advanced technology into public works projects[8] - The Group remains steadfast in its commitment to employee safety and professional development, achieving zero fatalities and an accident rate significantly below the industry average[8] Prospects The Group maintains a cautious outlook for the new financial year, as the HKSAR Government's budget prioritization of large-scale projects may limit funding for projects within its specialized areas, while anticipating continued challenges from rising tender prices, supply chain competition, and labor shortages, necessitating prudent risk management and active pursuit of new opportunities and strategic diversification - A cautious outlook is maintained for the new financial year, as the government's budget prioritization of large-scale projects may limit funding for projects within the Group's specialized areas[10] - Challenges such as rising tender prices, competition for supply chain resources, and labor shortages are expected to persist, requiring prudent risk management, robust project execution, and effective procurement strategies[10] - Supported by solid capital reserves, the Group is actively seeking new business opportunities and diversification initiatives to expand its project portfolio, while also considering strategic mergers, acquisitions, and business collaborations[10] Management Discussion and Analysis Business Review The Group primarily provides civil engineering services in Hong Kong, including roads and drainage, site formation, and port works, with five ongoing projects totaling approximately HKD 521.1 million in remaining contract value and order book as of March 31, 2025, while the Pakistan coal transshipment business contributed a profit share of approximately HKD 20.2 million - The Group primarily provides civil engineering services in Hong Kong, including roads and drainage, site formation, and port works[12] - As of March 31, 2025, the Group has five ongoing projects, with an estimated remaining contract amount and total value of engineering orders of approximately HKD 521.1 million[12] - The Pakistan coal transshipment business provided good returns to the Group, with the Company's share of profit amounting to approximately HKD 20.2 million for the year ended March 31, 2025[12] Key Risks and Uncertainties The Group faces key risks including reliance on successful tender awards, impact of tender price estimation errors on profitability, the non-representativeness of historical performance for future results, and adverse effects from supplier and subcontractor delays or defects, while maintaining good relationships with clients and suppliers and adhering to environmental regulations - Key risks include reliance on successful tender awards, the impact of tender price estimation errors on profitability, the non-representativeness of historical revenue and profit margins for future performance, and adverse effects from project delays or defects by suppliers and subcontractors[15] - The Group's major clients are the HKSAR Government and reputable organizations, resulting in limited credit risk[13] - The Group complies with Hong Kong environmental protection laws and regulations and ensures subcontractors adhere to environmental management policies[14] Compliance with Laws and Regulations The Group has complied with all relevant laws, rules, and regulations in all material aspects and will continue to invest resources to strengthen internal controls to mitigate non-compliance issues - The Group has complied with all other relevant laws, rules, and regulations in all material aspects[16] - It will continue to deploy sufficient resources and efforts to maintain and strengthen internal controls, thereby reducing any non-compliance issues[16] Financial Review For the year ended March 31, 2025, the Group's revenue remained stable, gross loss significantly decreased, other income and net gains varied, and administrative expenses remained stable, while a financial asset impairment provision of approximately HKD 11.8 million was recognized due to increased credit risk from a joint venture partner, resulting in a net loss of approximately HKD 21.1 million, a narrower loss compared to the previous year 2025 Financial Highlights (Consolidated) | 指标 | 2025年 (thousand HKD) | 2024年 (thousand HKD) | 变化 (%) | | :--- | :--- | :--- | :--- | | Revenue | 335,702 | 338,486 | -0.8% | | Gross Loss | (11,264) | (26,645) | -57.7% | | Gross Loss Margin | 3.4% | 7.9% | -4.5pp | | Other Income | 7,586 | 8,983 | -15.5% | | Net Other Gains | 772 | 40 | 1830% | | Administrative Expenses | (26,371) | (26,647) | -1.0% | | Financial Asset Impairment | (11,752) | - | N/A | | Operating Loss | (41,029) | (44,269) | -7.3% | | Finance Costs | (418) | (356) | 17.4% | | Share of Profit from Associates | 20,179 | 20,059 | 0.6% | | Loss for the Year | (21,125) | (22,742) | -7.1% | | Basic and Diluted Loss Per Share (HK cents) | (5.03) | (5.42) | -7.2% | - Gross loss and gross loss margin significantly decreased, primarily due to a road and drainage public works project entering its final stage and a steady decline in project costs after the completion of temporary works[18] - A financial asset impairment provision of approximately HKD 11.8 million was recognized, primarily due to a joint venture partner's failure to meet contractual repayment obligations for a road and drainage project in the Kai Tak Development Area, leading to increased credit risk[22] - Excluding the one-off impairment of financial assets, the adjusted net loss for the year was approximately HKD 9.4 million, a decrease of approximately 58.8% compared to the year ended March 31, 2024[27] Consolidated Statement of Financial Position As of March 31, 2025, the Group's net assets decreased by approximately 7.8% to HKD 251.2 million, with non-current assets declining due to reduced investment in an associate and impairment of property, plant, and equipment, and current assets decreasing primarily due to net cash used in operating activities and impairment of amounts due from joint ventures Consolidated Statement of Financial Position Key Data | 指标 | 2025年 (thousand HKD) | 2024年 (thousand HKD) | 变化 (%) | | :--- | :--- | :--- | :--- | | Net Assets | 251,239 | 272,430 | -7.8% | | Non-current Assets | 122,982 | 139,065 | -11.6% | | Current Assets | 248,358 | 273,705 | -9.2% | | Cash and Cash Equivalents | 143,607 | 153,853 | -6.7% | | Total Interest-bearing Bank Borrowings | 4,028 | 599 | 572.5% | | Gearing Ratio | 1.6% | 0.2% | 1.4pp | | Total Equity | 251,239 | 272,430 | -7.8% | - Non-current assets decreased primarily due to a reduction in investment in an associate arising from the share of post-acquisition results and other comprehensive income (net of dividends), coupled with a decrease in property, plant, and equipment due to impairment during the year[28] - Current assets decreased primarily due to net cash used in operating activities and impairment of amounts due from joint ventures/other partners of joint ventures[28] Liquidity and Financial Resources As of March 31, 2025, the Group held cash and cash equivalents of approximately HKD 143.6 million and bank deposits of approximately HKD 37.3 million, with total interest-bearing bank borrowings of approximately HKD 4.0 million and unutilized bank loan facilities of approximately HKD 23.7 million, facing no significant impact from currency exchange rate fluctuations - As of March 31, 2025, the Group had cash and cash equivalents of approximately HKD 143.6 million, and bank deposits maturing in over three months of approximately HKD 37.3 million[29] - Total interest-bearing bank borrowings amounted to approximately HKD 4.0 million, bearing interest at floating rates with no financial instruments for hedging[29] - The Group had unutilized bank loan facilities of approximately HKD 23.7 million[30] Capital Structure and Gearing Ratio As of March 31, 2025, total equity was approximately HKD 251.2 million, and the gearing ratio was approximately 1.6%, an increase from the previous year - As of March 31, 2025, total equity was approximately HKD 251.2 million[31] - The gearing ratio (total borrowings as a percentage of total equity) was approximately 1.6%, an increase from 0.2% in 2024[32] Pledged Assets, New Business, and Capital Commitments As of March 31, 2025, the Group had no pledged bank deposits, and other deposits of approximately HKD 3.323 million pledged to an insurance institution in 2024 were released during the year, with no new business initiated or significant capital commitments - As of March 31, 2025, the Group had no pledged bank deposits[33] - Other deposits of approximately HKD 3.323 million pledged to an insurance institution in 2024 were released during the year[33] - For the year ended March 31, 2025, the Company did not commence any new types of business and had no capital commitments regarding property, plant, and equipment that were contracted for but not yet recognized as liabilities[35][36] Performance Guarantees and Contingent Liabilities Clients for the Group's construction contracts require performance guarantees, which are typically released upon contract completion, and as of March 31, 2025, the Group had no outstanding performance guarantees (compared to HKD 3.323 million in 2024) - Clients for the Group's construction contracts require performance guarantees, which are typically released upon completion or substantial completion of the contract[37] - As of March 31, 2025, the Group had no outstanding performance guarantees (2024: HKD 3.323 million)[38] Employees and Remuneration Policy As of March 31, 2025, the Group had 164 full-time employees with employee costs of approximately HKD 70.2 million, adhering to employment ordinances, ensuring timely salary payments, and determining remuneration based on individual capabilities and market rates, while also adopting a share option scheme to reward and retain directors and staff - As of March 31, 2025, the Group had 164 full-time employees (2024: 167 employees)[39] - Employee costs (excluding directors' emoluments) for the year ended March 31, 2025, totaled approximately HKD 70.2 million (2024: HKD 76.9 million)[39] - The Group complies with employment ordinances, pays salaries on time, and determines remuneration based on individual capabilities, development potential, and market salary levels, having adopted a share option scheme to reward and retain directors and staff[39] Future Outlook The Group maintains a cautious outlook for the future, as government budget priorities for large-scale projects may limit funding for its specialized areas, yet this year's performance significantly improved with a substantial reduction in gross loss, while the Group actively seeks new opportunities, diversifies strategies, and aims to enhance gross profit through innovative technology and AI, with reduced coal transshipment volume in the Pakistan "Belt and Road" project offset by increased bareboat charter income - The Group maintains a cautious outlook for the future, as government budget priorities for large-scale projects may limit funding for its specialized areas[40] - This year's performance significantly improved compared to the previous year, with a substantial reduction in gross loss, primarily due to the substantial completion of temporary works projects and a steady decline in costs[40] - Coal transshipment volume for the Pakistan "Belt and Road" project significantly decreased but was offset by an increase in bareboat charter income, with no significant impact on project performance expected[41] - The Group will continue to seek other investment opportunities for diversification and aims to enhance its gross profit by utilizing innovative technology and artificial intelligence to boost productivity, efficiency, and safety[44] Material Investments, Acquisitions, and Future Plans The Group holds a 20.3% equity interest in Richview with a total investment of approximately HKD 96.7 million, aiming for sustainable growth and maximized shareholder returns through business diversification, having recognized approximately HKD 20.2 million in profit share from Richview and received approximately HKD 29.1 million in cash dividends for the year ended March 31, 2025, with no material acquisitions or disposals of subsidiaries and associates, and no current future plans for significant investments or capital assets - The Group holds a 20.3% equity interest in Richview, with a total investment of approximately HKD 96.7 million, aiming to maintain sustainable growth and maximize shareholder returns through business diversification[45] - For the year ended March 31, 2025, the Group's share of Richview's results was approximately HKD 20.2 million, and cash dividends of approximately HKD 29.1 million were received[45] - For the year ended March 31, 2025, the Company had no material acquisitions or disposals of subsidiaries and associates, and the directors currently have no future plans for any material investments or capital assets[47][48] Directors and Senior Management Executive Directors Mr. Lo Yuen Cheong (Chairman) and Mr. Lo Yik Cheong are Executive Directors, with over 44 and 43 years of engineering industry experience respectively, responsible for the Group's financial, operational, and business development strategies - Mr. Lo Yuen Cheong (Chairman) has over 44 years of experience in the civil engineering industry, responsible for the Group's financial and operational matters, and jointly responsible for formulating business development strategies[49] - Mr. Lo Yik Cheong has over 43 years of experience in the engineering industry, responsible for operations and business development, and jointly responsible for formulating business development strategies[49] Non-Executive Director Ms. Chan Wai Ying is a Non-Executive Director with over 30 years of accounting experience, providing advice to the Board on internal controls and financial management - Ms. Chan Wai Ying is a Non-Executive Director with over 30 years of accounting experience, providing advice on internal controls and financial management[52] Independent Non-Executive Directors Mr. Leung Wai Tat, Professor Lo Man Chi, Ms. Chow Wai Yung, and Mr. So Ki Wai (appointed on July 15, 2024) serve as Independent Non-Executive Directors, each possessing extensive experience in engineering, academia, and accounting - Mr. Leung Wai Tat has over 50 years of experience in the engineering industry, having served as Managing Director of Jacobs China Limited[56] - Professor Lo Man Chi is a full professor in the Department of Civil and Environmental Engineering at The Hong Kong University of Science and Technology, with extensive research and practical experience in civil and environmental engineering[57] - Ms. Chow Wai Yung is a member of the Hong Kong Institute of Certified Public Accountants, with experience in accounting and corporate restructuring[57] - Mr. So Ki Wai, appointed on July 15, 2024, has 47 years of experience in the engineering industry, having served as a director of Zhen Hua Engineering Co., Ltd. and Deputy General Manager of the Marketing Department of China Harbour Engineering Company Limited[58] Senior Management Mr. Lam Tat Shing is the General Manager (Contracts and Operations), Mr. Yu King Tang is the Contracts Manager, and Ms. Lo Wai Ting is the Financial Controller and Company Secretary, each possessing extensive experience in civil engineering, site management, finance, and corporate governance - Mr. Lam Tat Shing is the General Manager (Contracts and Operations), with over 25 years of experience in the civil engineering industry, responsible for site operations and management[60] - Mr. Yu King Tang is the Contracts Manager, with over 24 years of experience in the civil engineering industry, responsible for site operations and management of civil projects[61] - Ms. Lo Wai Ting is the Financial Controller and Company Secretary, with over 18 years of experience in auditing, accounting, financial management, and company secretarial matters[62] Directors' Report Principal Activities and Results The Company's principal activities are investment holding and corporate management services, with its main subsidiaries and joint ventures engaged in construction and civil engineering projects, and for the year ended March 31, 2025, the Group recorded a loss, thus the Board does not recommend a final dividend - The Company's principal activities are investment holding and the provision of corporate management services, with its main subsidiaries and joint ventures engaged in construction and civil engineering projects[64][65] - The Group recorded a loss for the year ended March 31, 2025, and the Board does not recommend the payment of any final dividend[66][67] Distributable Reserves and Financial Summary As of March 31, 2025, the Company's distributable reserves under the Cayman Islands Companies Act amounted to HKD 2,407,000, with a summary of the Group's results, assets, and liabilities for the past five financial years provided on page 102 of this annual report - As of March 31, 2025, the Company's distributable reserves under the Cayman Islands Companies Act amounted to HKD 2,407,000[69] - A summary of the Group's results, assets, and liabilities for the past five financial years is presented on page 102 of this annual report[70] Annual General Meeting and Share Register Closure To determine shareholders entitled to attend and vote at the Annual General Meeting on August 28, 2025, the Company will suspend share transfer registration from August 25 to August 28, 2025 - To determine shareholders entitled to attend and vote at the Annual General Meeting on August 28, 2025, the Company will suspend share transfer registration from August 25 to August 28, 2025[71] Other Financial and Corporate Matters Except for the share option scheme, no equity-related agreements could lead to the Company issuing shares, with charitable donations of HKD 75,000 made for the year ended March 31, 2025, and no treasury shares held or sold, while the Company's articles of association or Cayman Islands law contain no pre-emptive rights provisions - Except for the Company's share option scheme disclosed in Note 30 to the consolidated financial statements, no equity-related agreements will or may result in the Company issuing shares[72] - Charitable donations made by the Group for the year ended March 31, 2025, amounted to HKD 75,000[73] - Details of changes in the Company's share capital are set out in Note 25 to the consolidated financial statements, and no treasury shares were held or sold during the year[75][76] Board Composition and Service Contracts During the year and up to the report date, the Board comprised executive directors Lo Yuen Cheong and Lo Yik Cheong, non-executive director Chan Wai Ying, and independent non-executive directors Leung Wai Tat, Lo Man Chi, Chow Wai Yung, and So Ki Wai (appointed on July 15, 2024), with Mr. Lo Yik Cheong, Mr. Leung Wai Tat, and Ms. Chow Wai Yung retiring and eligible for re-election at the upcoming AGM, and the Company having received annual independence confirmations from all independent non-executive directors, whose service contracts are for three years, while non-executive directors' appointment letters are for one year - During the year and up to the report date, the Board of Directors included executive directors Lo Yuen Cheong and Lo Yik Cheong, non-executive director Chan Wai Ying, and independent non-executive directors Leung Wai Tat, Lo Man Chi, Chow Wai Yung, and So Ki Wai (appointed on July 15, 2024)[78] - Mr. Lo Yik Cheong, Mr. Leung Wai Tat, and Ms. Chow Wai Yung will retire at the upcoming Annual General Meeting and are eligible for re-election[79] - Executive directors' service contracts are for a term of three years, while non-executive directors' and independent non-executive directors' appointment letters are for one year and three years, respectively[81][82][83] Management Contracts and Remuneration Policy No management contracts involving the Company's entire or any substantial part of its business were entered into or existed during the year, and the Remuneration Committee regularly monitors and recommends remuneration for directors and senior management based on operating results, individual performance, and market levels, with total employee costs (excluding directors' emoluments) of approximately HKD 70.2 million for 164 full-time employees as of March 31, 2025, and a share option scheme adopted to reward and retain directors and employees - No management contracts involving the Company's entire or any substantial part of its business were entered into or existed during the year[85] - The Remuneration Committee considers and recommends to the Board the emoluments and other benefits payable to directors, with reference to the Company's operating results, individual performance, and comparable market levels[86] - Employee costs (excluding directors' emoluments) for the year ended March 31, 2025, totaled approximately HKD 70.2 million (2024: HKD 76.9 million)[86] - The Group has adopted a share option scheme to reward and retain directors and employees for their contributions to the Group's continued operation and development[87] Directors' Interests in Material Transactions and Securities Except for related party transactions, no directors or their associated entities had significant interests in material transactions, arrangements, or contracts related to the Group's business with the Company, its subsidiaries, or holding company, and as of March 31, 2025, Mr. Lo Yuen Cheong and Mr. Lo Yik Cheong held a 71.59% interest in the Company's issued share capital through discretionary trusts and controlled corporations, with no share repurchases or convertible securities arrangements during the year, and no directors or chief executives holding or granted rights to subscribe for Company shares - Except as disclosed in the section "Related Party Transactions and Connected Transactions," no directors or entities connected with directors had a material interest, directly or indirectly, in any transaction, arrangement, or contract of significance to the business of the Company, its subsidiaries, or its holding company that was in force at the end of the year or at any time during the year[88] Directors' and Chief Executive's Interests in the Company's Shares | 董事姓名 | 身份╱性質 | 所持已發行普通股數目（好倉） | 本公司已發行股本的百分比 | | :--- | :--- | :--- | :--- | | Lo Yuen Cheong | Beneficiary and co-founder of discretionary trust, interest in controlled corporation and interest in spouse | 300,372,000 shares | 71.59% | | Lo Yuen Cheong | Beneficial owner | 4,716,000 shares | 1.12% | | Lo Yik Cheong | Beneficiary and co-founder of discretionary trust, interest in controlled corporation and interest in spouse | 300,372,000 shares | 71.59% | | Chan Wai Ying | Beneficial owner | 1,500,000 shares | 0.36% | | Leung Wai Tat | Beneficial owner | 100,000 shares | 0.02% | - No directors or chief executives (including their spouses and children under 18) held or were granted or exercised any rights to subscribe for shares, related shares, or debentures of the Company and its associated corporations during the year[91] Share Option Scheme The Company adopted a share option scheme on June 3, 2015, to provide participants with an opportunity to acquire ownership interests and encourage them to enhance company value, with a maximum of 41,500,000 shares (10% of issued shares at listing) available for grant, and 34,874,000 shares available for issue as of June 26, 2025, with an exercise period of up to 10 years and a subscription price not less than specific market prices or par value, and no share options outstanding, granted, exercised, cancelled, or lapsed for the year ended March 31, 2025 - The share option scheme aims to provide participants with an opportunity to acquire ownership interests in the Company and encourage them to strive to enhance the value of the Company and its shares for the overall benefit of the Company and its shareholders[95] - The maximum number of shares for which options may be granted under the share option scheme shall not exceed 41,500,000 shares in aggregate, representing 10% of the total issued shares at the commencement of trading on the Stock Exchange[97] - As of June 26, 2025, the shares available for issue under the share option scheme were 34,874,000 shares, representing approximately 8.3% of the total issued shares[97] - For the year ended March 31, 2025, no share options were outstanding, granted, exercised, cancelled, or lapsed[104] Major Customers and Suppliers For the year ended March 31, 2025, the Group's top five customers accounted for 96.7% of total revenue, with the largest single customer contributing approximately 46.8%, while the top five suppliers and subcontractors accounted for approximately 53.8% of total purchases and 32.9% of total subcontracting fees, respectively, and no directors, their associates, or shareholders holding more than 5% of the Company's share capital had interests in any of the top five customers and/or top five suppliers/subcontractors Major Customer, Supplier, and Subcontractor Proportions | 类型 | 2025年占比 | 2024年占比 | | :--- | :--- | :--- | | Top five customers as % of total revenue | 96.7% | 96.7% | | Largest single customer as % of total revenue | 46.8% | 34.3% | | Top five suppliers as % of total purchases | 53.8% | 50.0% | | Largest single supplier as % of total purchases | 12.1% | 15.7% | | Top five subcontractors as % of total subcontracting fees | 32.9% | 51.2% | | Largest single subcontractor as % of total subcontracting fees | 12.7% | 17.9% | - No directors, their associates, or shareholders holding more than 5% of the Company's share capital had interests in any of the Group's top five customers and/or top five suppliers/subcontractors for the year ended March 31, 2025[105] Related Party Transactions and Public Float Details of significant related party transactions are provided in Note 35 to the consolidated financial statements, none of which constitute discloseable connected transactions or continuing connected transactions as defined by the Listing Rules, and as of the report date, the Company has maintained the public float required by the Listing Rules - Details of significant related party transactions are set out in Note 35 to the consolidated financial statements, none of which constitute discloseable connected transactions or continuing connected transactions as defined by the Listing Rules[106] - As of the date of this report, the Company has maintained the public float required by the Listing Rules[107] Share Repurchases and Other Matters For the year ended March 31, 2025, the Company repurchased and cancelled a total of 224,000 shares for approximately HKD 41,000, aiming to enhance shareholder value in the long term, with no directors engaged in competing businesses during the year, no material contracts entered into with controlling shareholders, and the controlling shareholders having signed a non-competition undertaking, which is reviewed annually by independent non-executive directors, and the Company has arranged liability insurance for its directors and officers - For the year ended March 31, 2025, the Company repurchased a total of 224,000 shares through the Stock Exchange for a total consideration of approximately HKD 41,000, which were subsequently cancelled, aiming to enhance shareholder value in the long term[109] - Each director has confirmed that they have not engaged in any business that directly or indirectly competes or may compete with the Group's business, or held any interest in such businesses[111] - The controlling shareholders have entered into a non-competition undertaking, and independent non-executive directors annually review its compliance, with no non-compliance issues identified during the year[113] - The Company has arranged appropriate directors' and officers' liability insurance for its directors and senior officers[115] Corporate Governance and Auditor The Company's Board of Directors is committed to maintaining high standards of corporate governance, with detailed information provided in the "Corporate Governance Report" on pages 20 to 30 of the annual report, and the Group's consolidated financial statements for the year ended March 31, 2025, have been audited by PricewaterhouseCoopers, with a resolution to re-appoint them to be proposed at the upcoming Annual General Meeting, and no change in auditor over the past three years - The Company's Board of Directors is committed to maintaining high standards of corporate governance in accordance with the Corporate Governance Code set out in Appendix C1 of the Listing Rules[116] - The Group's consolidated financial statements for the year ended March 31, 2025, have been audited by PricewaterhouseCoopers[118] - PricewaterhouseCoopers will retire at the upcoming Annual General Meeting and is eligible for re-election, with no change in the Company's auditor over the past three years[118][119] Corporate Governance Report Corporate Governance Overview The Company is committed to maintaining the highest standards of corporate governance and has complied with the Corporate Governance Code in Appendix C1 of the Stock Exchange Listing Rules for the year ended March 31, 2025, with Mr. Lo Yuen Cheong serving as both Chairman and Chief Executive Officer, an arrangement the Board believes facilitates efficient management without compromising the balance of power - The Company has adopted, applied, and complied with the Corporate Governance Code set out in Appendix C1 of the Stock Exchange Listing Rules for the year ended March 31, 2025[122] - Mr. Lo Yuen Cheong serves as both Chairman and Chief Executive Officer, an arrangement the Board believes facilitates efficient management without compromising the balance of power[122] Corporate Culture, Values, and Strategy The Group primarily provides civil engineering services in Hong Kong, upholding a culture of integrity, respect, collaboration, inclusivity, and care, committed to innovation and excellence, with its corporate culture reflected in employee engagement, retention, training, whistleblowing, data privacy, anti-corruption policies, and compliance with laws and regulations - The Group primarily operates as a main contractor providing civil engineering services in Hong Kong, upholding a culture of integrity, respect, collaboration, inclusivity, and care[123] - Corporate culture is reflected in various aspects including employee engagement, retention and training, whistleblowing, data privacy, and anti-corruption policies, as well as compliance with laws, rules, and regulations[123] Board of Directors The Board of Directors, with a balanced composition, is responsible for the Group's overall strategy, policies, and business plans, overseeing financial performance, internal controls, and risk management, comprising 7 directors (two executive, one non-executive, and four independent non-executive), holding at least four meetings annually, and ensuring directors receive adequate information and independent professional advice - The Board of Directors is committed to the Group's overall strategy, policies, and business plans, overseeing the Group's financial performance, internal controls, and risk management[124] - The Board comprises 7 directors, including two executive directors, one non-executive director, and four independent non-executive directors, meeting the Listing Rules requirements[126] - The Board is required to hold regular meetings, with at least four Board meetings annually, and ensure Board papers are sent to all directors at least 3 days prior to meetings[126] Directors' Independence and Liability Insurance The Board has established mechanisms to ensure independent perspectives, with at least four independent non-executive directors comprising over 50% of the Board, and the Chairman holding at least one private meeting annually with independent non-executive directors, while the Company has arranged liability insurance for its directors and senior officers covering costs, losses, expenses, and liabilities arising from their duties - The Board must have at least four independent non-executive directors, and at least one-third of the Board must be independent non-executive directors. Currently, the Board has four independent non-executive directors, comprising over 50% of the Board[128] - The Chairman holds at least one private meeting annually with independent non-executive directors, providing a channel for direct communication of independent opinions to the Chairman[128] - The Company has arranged appropriate directors' and officers' liability insurance for its directors and senior officers, covering costs, losses, expenses, and liabilities arising from the performance of their duties[129] Chairman and Chief Executive Officer Responsibilities Mr. Lo Yuen Cheong serves concurrently as the Company's Chairman and Chief Executive Officer, responsible for leading Board affairs, formulating overall strategies and policies, and efficiently managing the Group's business and overall operations, with daily business delegated to respective department heads - Mr. Lo Yuen Cheong concurrently serves as the Company's Chairman and Chief Executive Officer, responsible for leading and organizing Board affairs, ensuring its effectiveness, setting agendas, and formulating the Company's overall strategies and policies[131] - He also undertakes the responsibilities of Chief Executive Officer, managing the Group's business and overall operations efficiently, with daily business delegated to department heads responsible for different business areas[131] Appointment and Re-election of Directors Executive directors' service contracts are initially for three years, while non-executive and independent non-executive directors' appointments are for one and three years respectively, all subject to the Company's articles of association requiring one-third of directors to retire by rotation and be eligible for re-election, with the Nomination Committee responsible for nominating candidates - Executive directors' service contracts are initially for a term of three years, while non-executive directors' and independent non-executive directors' appointments are for one year and three years, respectively[132] - In accordance with the Company's articles of association, one-third of the directors shall retire by rotation, provided that each director shall be subject to retirement by rotation at least once every three years[132] - Should a vacancy arise on the Board, candidates will be nominated by the Nomination Committee and proposed to the Board[132] Corporate Governance Functions The Board is responsible for formulating and reviewing corporate governance policies, overseeing the training and development of directors and senior management, ensuring compliance with laws and regulations, establishing codes of conduct, reviewing and approving environmental, social, and governance strategies, and monitoring compliance with the Corporate Governance Code - The Board is responsible for formulating and reviewing the Group's corporate governance policies and practices[136] - Reviewing and monitoring the training and continuous professional development of the Group's directors and senior management, as well as policies and practices in complying with legal and regulatory requirements[136] - Reviewing and approving environmental, social, and governance strategies and related policies, and reviewing the Group's compliance with the Corporate Governance Code (Appendix C1 of the Listing Rules) adopted from time to time[136] Board Committees The Company has established a Nomination Committee, Remuneration Committee, and Audit Committee, all with terms of reference formulated in accordance with the Corporate Governance Code, and each committee includes independent non-executive directors to ensure independent judgment and effective operation - The Company has established a Nomination Committee, Remuneration Committee, and Audit Committee, with their terms of reference formulated in accordance with the Corporate Governance Code and published on the Company's and Stock Exchange's websites[134] Nomination Committee The Nomination Committee comprises six members, including four independent non-executive directors and two executive directors, primarily responsible for regularly reviewing Board composition, identifying and nominating suitable candidates, assessing the independence of independent non-executive directors, and conducting Board evaluations, having revised and adopted a nomination policy based on criteria such as integrity, experience, time commitment, and diversity - The Nomination Committee currently comprises six members, namely four independent non-executive directors and two executive directors[135] - Its primary responsibilities include regularly reviewing the Board's composition, identifying and nominating suitable candidates for Board membership, assessing the independence of independent non-executive directors, and conducting Board evaluations[135] - The Committee has revised and adopted a nomination policy, with selection criteria including reputation for integrity, achievements and experience, time commitment, and diversity (e.g., gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service)[137] Remuneration Committee The Remuneration Committee comprises five members, including four independent non-executive directors and one executive director, responsible for reviewing and recommending directors' and senior management's remuneration to the Board, with independent non-executive directors' fees recommended by the Remuneration Committee and approved by the Annual General Meeting, and for the year ended March 31, 2025, senior management (excluding directors) remuneration ranged from HKD 2,000,001 to HKD 2,500,000 (2 persons) and HKD 1,000,001 to HKD 1,500,000 (1 person) - The Remuneration Committee currently comprises five members, namely four independent non-executive directors and one executive director[138] - It is responsible for reviewing the remuneration of directors and senior management and making recommendations to the Board for approval[138] Senior Management Remuneration Ranges (Excluding Directors) | 薪酬範圍 | 人數 | | :--- | :--- | | HKD 2,000,001 to HKD 2,500,000 | 2 | | HKD 1,000,001 to HKD 1,500,000 | 1 | Audit Committee The Audit Committee comprises five members, including four independent non-executive directors and one non-executive director, with primary responsibilities including recommending the appointment, re-appointment, and removal of external auditors to the Board, assessing their independence and performance, and reviewing the effectiveness of financial reporting procedures, risk management, and internal control systems, holding at least two meetings annually with the external auditors - The Audit Committee currently comprises five members, namely four independent non-executive directors and one non-executive director[141] - Its primary responsibilities include making recommendations to the Board regarding the appointment, re-appointment, and removal of external auditors, approving their remuneration and terms of engagement, and assessing their independence and performance[141] - Reviewing the effectiveness of the Group's financial reporting procedures, risk management, and internal control systems, as well as reviewing the Group's financial information and compliance matters. It holds at least two meetings annually with the Company's external auditors[141] Risk Management and Internal Control Systems The Board is responsible for assessing and determining the nature and extent of risks the Group is willing to accept and overseeing the effectiveness of risk management and internal control systems, with clear levels of responsibility and reporting procedures established, and an external independent consultant engaged for internal audit functions, identifying no significant risks or control deficiencies, leading the Board to conclude that the risk management and internal control systems are effective and adequate in all material aspects - The Board is responsible for assessing and determining the nature and extent of risks the Group is willing to accept in achieving its strategic objectives, and management has designed, implemented, and monitored the Group's risk management and internal control systems[143] - An external independent consultant was engaged during the year to perform internal audit functions and conduct internal control reviews, identifying no significant risks or control deficiencies[144] - Based on the review results from the independent professional firm and the Audit Committee, the Board concluded that the risk management and internal control systems are effective and adequate in all material aspects[144] Disclosure of Inside Information and Governance Policy The Board has implemented procedures and internal controls for handling and disseminating inside information, ensuring equal and timely public disclosure in accordance with the Securities and Futures Ordinance and Listing Rules, and the Group places high importance on the conduct of directors and employees, having established anti-corruption and whistleblowing policies and systems to foster a healthy corporate culture - The Board has implemented procedures and internal controls for handling and disseminating inside information, ensuring equal and timely public disclosure of the Company's inside information in accordance with the Securities and Futures Ordinance and the Listing Rules[145] - The Group places high importance on the conduct, personal, and professional standards of its directors and employees, having established anti-corruption and whistleblowing policies and systems, which contribute to fostering a healthy corporate culture and good corporate governance practices[146] Quality, Health, Safety, and Environmental Management The Group has established an integrated management system compliant with ISO9001:2008 and ISO14001:2015 standards, committed to providing high-quality products and services, prioritizing employee health and safety and environmental matters, and has formed a Safety, Health, and Environmental Committee aimed at creating a zero-accident work environment, fostering a positive culture, implementing effective management systems, and enhancing health, safety, and environmental benefits - The Group has established an integrated management system compliant with ISO9001:2008, customer, and statutory and regulatory requirements, and has obtained ISO14001:2015 Environmental Management System certification[147] - The health and safety of all persons visiting and working at the Group's premises, along with environmental matters, have been and will continue to be the Group's top priority[149] - A Safety, Health, and Environmental Committee has been established, aiming to create and maintain a zero-accident/injury work environment, foster a positive health, safety, and environmental culture, implement effective management systems, and enhance health, safety, and environmental benefits[149][150][152] Board Diversity Policy The Company believes that board diversity significantly enhances the quality of company performance, with a policy aimed at establishing and maintaining diversity among directors in terms of skills, experience, knowledge, expertise, culture, independence, age, and gender, and three out of seven directors are female, with no current numerical targets for gender diversity, though the Nomination Committee will discuss measurable targets periodically, and as of March 31, 2025, the overall employee gender ratio was 21.3% female and 78.7% male - The Board Diversity Policy aims to establish and maintain diversity among directors in terms of skills, experience, knowledge, expertise, culture, independence, age, and gender[151] - Three out of seven directors on the Board are female, believing that gender diversity promotes proper problem-solving, brings different perspectives, and improves decision-making processes[151] - As of March 31, 2025, the overall employee gender ratio was 21.3% female and 78.7% male, considering the current workforce to have reasonable gender diversity given the general male-dominated nature of the civil engineering industry[157] Directors' Induction and Continuous Professional Development Each new director receives induction materials covering company business, policies, and director responsibilities to ensure full understanding of relevant requirements, and all directors participate in continuous professional development to develop and update their knowledge and skills, ensuring informed and relevant contributions to the Board, with all directors having participated in continuous professional development for the year ended March 31, 2025 - Each new director receives induction materials covering the Company's business operations, policies, and procedures, as well as general, statutory, and regulatory responsibilities of a director[158] - All directors should participate in continuous professional development to develop and update their knowledge and skills, ensuring they make continuous informed and relevant contributions to the Board[158] - For the year ended March 31, 2025, all directors participated in continuous professional development and provided the Company with records of their training[159] Model Code for Securities Transactions and Delegation of Management Functions The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules as its code for securities transactions by directors and other relevant employees, with all directors confirming compliance, and the Board retains decision-making authority for all material matters, while daily management, administrative, and operational tasks are delegated to executive directors and senior management - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules, and all directors have confirmed their compliance with the Model Code for the year ended March 31, 2025[161] - The Board retains its decision-making authority for all material matters concerning the Company, including approving and overseeing all policy matters, overall strategy and budget, internal control and risk management systems, material transactions, financial information, appointment of directors, and other significant financial and operational matters[162] - The Company's daily management, administrative, and operational tasks have been delegated to executive directors and senior management[162] Accountability and Company Secretary Directors are aware of their responsibility to prepare the Group's financial statements in accordance with applicable laws and regulatory requirements, ensuring a true and fair view of the Company's condition, and management provides sufficient information to the Board to assess company performance and financial position, while Ms. Lo Wai Ting, the Company Secretary and a full-time employee, advises and serves the Board, having received no less than 15 hours of professional training during the year - Directors are aware of their responsibility to prepare the Group's financial statements for the year ended March 31, 2025, in accordance with applicable laws and regulatory requirements, which truly and fairly reflect the Group's state of affairs, operating results, and cash flows[163] - Management has provided the Board with sufficient explanations and information regarding the Group's financial, operational performance, and business development, enabling the Board to make informed assessments of the Group's performance, financial position, and prospects[164] - Ms. Lo Wai Ting, the Company Secretary, is a full-time employee of the Company, having received no less than 15 hours of professional training during the year[166][167] Shareholder Rights and Communication The Company is committed to active dialogue with shareholders and provides information through its website and Annual General Meetings, with shareholders having the right to appoint proxies to attend and vote and to request extraordinary general meetings, and all resolutions will be decided by poll, with results published on the Company's and Stock Exchange's websites, and a shareholder communication policy established to ensure proper handling of shareholder opinions and concerns - The Company is committed to active dialogue with shareholders and providing information disclosure on significant developments of the Group to shareholders, investors, and other stakeholders[168] - Any shareholder entitled to attend and vote at the Company's general meetings has the right to appoint another person as their proxy to attend and vote on their behalf[168] - All resolutions will be decided by poll in accordance with the Listing Rules, and the poll results will be published on the Company's and Stock Exchange's websites after each general meeting[169] - The Company has established a shareholder communication policy to ensure proper handling of shareholders' opinions and concerns[178] Dividend Policy and Auditor's Remuneration The Company's dividend policy aims for at least two dividend distributions annually, sharing the Group's performance with shareholders, with actual amounts determined by directors considering various factors, and for the year ended March 31, 2025, remuneration paid/payable to auditor PricewaterhouseCoopers was HKD 1,576,000, with no non-audit services - The Company's dividend policy aims for at least two dividend distributions annually (before the announcement of annual and interim results), with directors committed to sharing the Group's performance with shareholders through dividends[171] - For the year ended March 31, 2025, remuneration paid/payable to the Company's auditor, PricewaterhouseCoopers, for annual audit and interim review services was HKD 1,576,000[173] - No non-audit services were performed for the year ended March 31, 2025[173] Constitutional Documents and Investor Relations For the year ended March 31, 2025, the Company revised and adopted its Third Amended and Restated Memorandum and Articles of Association to comply with Listing Rules requirements, and the Group's corporate website features an investor relations section providing company information and financial/non-financial data, committed to enhancing transparency and fostering investor relations - For the year ended March 31, 2025, the Company amended its existing Second Amended and Restated Memorandum and Articles of Association and adopted the Third Amended and Restated Memorandum and Articles of Association to reflect and comply with the requirements of the Listing Rules[175] - The Group's corporate website, www.manking.com.hk, features a dedicated investor relations section to facilitate effective communication with shareholders, investors, and other stakeholders, providing timely electronic access to company information and other relevant financial and non-financial data[177] Environmental, Social and Governance Report Reporting Scope and Principles This Environmental, Social and Governance Report, prepared in accordance with Appendix C2 of the Hong Kong Stock Exchange Listing Rules, covers the period from April 1, 2024, to March 31, 2025, adhering to principles of materiality, balance, quantitative disclosure, and consistency, with the Board bearing ultimate responsibility for ESG strategy and direction, having established a Safety, Health, and Environmental Committee - This Environmental, Social and Governance Report is prepared in accordance with Appendix C2 "Environmental, Social and Governance Reporting Guide" of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, covering the period from April 1, 2024, to March 31, 2025[179] - The report adheres to the principles of materiality, balance, quantitative disclosure, and consistency[182] - The Board bears ultimate responsibility for determining the Group's overall environmental, social, and governance strategy and direction, and has implemented internal environmental policies through the establishment of a Safety, Health, and Environmental Committee[180][181] Stakeholder Engagement and Materiality Assessment The Group values stakeholder engagement, maintaining communication with employees, customers, investors, shareholders, suppliers, subcontractors, government and regulatory bodies, community groups, and media through various channels, and a materiality assessment identified workplace health and safety, customer and project safety, and anti-corruption and compliance as key areas of focus - The Group has communicated with internal and external stakeholders and provided information on the latest developments through various communication channels, including employees, customers, investors and shareholders, suppliers and subcontractors, government and regulatory bodies, community groups and the general public, and media[183] - The materiality assessment identified 3 "very important" issues: workplace health and safety, customer and project safety, and anti-corruption and compliance[185][188] Environment The Group is committed to minimizing its negative environmental impact, holdi