GLOSSARY Provides definitions for key terms used throughout the report CORPORATE INFORMATION Presents essential corporate details including board composition and company registration information Directors and Committees Details the composition of the Board of Directors and its sub-committees, ensuring effective corporate governance - The Board of Directors comprises 4 Executive Directors (Mr. Wang Linbing as Chairman, CEO, and General Manager; Mr. Shi Feng as Vice Chairman; Mr. Wang Lei; Ms. Gao Lan), 1 Non-executive Director (Mr. Chan Kin Sang), and 3 Independent Non-executive Directors (Mr. Xie Gang, Mr. He Dingding, Mr. Wong Ping Kuen)1314 - Mr. Wong Ping Kuen chairs the Audit Committee, while Mr. Xie Gang chairs both the Remuneration Committee and the Nomination Committee1314 Company Details Outlines the company's listing status, headquarters, and share registrar details - The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code 016631617 - The company's headquarters and principal place of business in China are located at 25th and 26th Floors, Hangang Kaixuan Center, 1568 Honggu Avenue, Honggutan Central District, Nanchang City, Jiangxi Province1618 - The principal place of business in Hong Kong is located at Room 1215, Block B, Hung Hom Commercial Centre, 37-39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong1618 FINANCIAL HIGHLIGHTS Summarizes the company's key financial performance and position for the reporting period Key Financial Metrics Presents a comparative overview of revenue, profit, net assets, cash, and gearing ratio for FY2025 and FY2024 2025 Financial Year Key Financial Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | | Profit attributable to owners of the company | 18,897 | 52,453 | | Net assets | 1,953,265 | 2,010,338 | | Cash and cash equivalents | 97,234 | 88,224 | | Capital-to-debt ratio | 28.6% | 26.2% | - Revenue for the 2025 financial year decreased by 41.0% compared to the 2024 financial year4143 - Profit attributable to owners of the company for the 2025 financial year decreased by 64.0% compared to the 2024 financial year7461244 CHAIRMAN'S STATEMENT The Chairman's overview of the company's performance, market environment, strategic initiatives, and future outlook Environmental Factors and Business Review Discusses the challenging economic and real estate market conditions in China, impacting property sales and profitability, and the company's response - In 2024, China's real estate market continued its deep adjustment, with declines in real estate development investment and commercial housing sales area, leading to significant national inventory pressure2729 - The delivery cycle of the company's residential projects was affected, such as a gap period after the concentrated delivery of "Hangang Guanlan" Phase II, resulting in a phased reduction in property sales revenue and pressure on profitability2830 - To ensure stable development, the company has implemented organizational streamlining and cost-saving measures to optimize operational efficiency and concentrate resources on core businesses3133 Big Health Segment Highlights the "Big Health" segment as a key growth area, diversifying risk from the real estate sector and creating new opportunities - The "Big Health" segment is a key development area for the Group, with the establishment of Pingxiang Ganghua Dental Hospital Co., Ltd. in 2023 laying the foundation for building a chain of specialized dental hospitals3234 - The "Big Health" business serves to diversify operational risks and seek new growth opportunities amidst the uncertain prospects of the real estate industry3234 Future Prospects Outlines the company's strategic direction, focusing on property destocking, stable healthcare revenue, and new policy-aligned initiatives to enhance shareholder value - The Group will continue to adhere to the development strategy of "Property as foundation, diversified advancement"3638 - In the future, the company will leverage policy windows to orderly promote property destocking, cultivate stable revenue through the scale effect of medical services, and align with national policies to deploy new pilot projects3638 - Management will adhere to debt ratio and cash reserve bottom lines, safeguarding long-term shareholder value with pragmatic strategies3638 MANAGEMENT DISCUSSION AND ANALYSIS Provides a detailed analysis of the company's financial performance, position, liquidity, and risk factors for the reporting period Review of Financial Results for FY2025 Compared to FY2024 Analyzes the significant decline in revenue, changes in gross profit margin, and increased finance costs, leading to a substantial decrease in profit 2025 Financial Year vs. 2024 Financial Year Financial Performance Comparison (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | (41.0%) | | Revenue from sales of properties for sale | 466,735 | 831,784 | (43.9%) | | CMC related services income | 5 | 1,663 | (99.7%) | | Dental medical services income | 11,289 | 11,092 | 1.8% | | Rental income | 47,938 | 47,118 | 1.7% | | Cost of sales | (321,605) | (595,628) | (46.0%) | | Gross profit margin | 38.9% | 33.2% | 5.7 percentage points | | Other income and other gains and losses (net) | (28,361) | (25,244) | (12.3%) | | Selling and distribution expenses | (23,883) | (46,000) | (48.1%) | | Administrative expenses | (59,180) | (68,600) | (13.7%) | | Finance costs | (17,013) | (11,461) | 48.4% | | Profit before income tax | 75,925 | 144,759 | (47.5%) | | Income tax expense | (63,390) | (113,354) | (44.1%) | | Profit for the year | 12,535 | 31,405 | (60.1%) | - Gross profit margin increased from 33.2% in FY2024 to 38.9% in FY2025, primarily due to a higher proportion of rental income, which has a higher gross profit margin than residential unit sales5051 - The increase in finance costs was mainly due to a decrease in interest expenses capitalized to properties under development in FY20255560 Review of Financial Position as at 31 March 2025 Reviews changes in key balance sheet items, including decreases in property, plant & equipment, investment properties, and properties for sale, alongside increases in properties under development As at 31 March 2025, Major Balance Sheet Item Changes (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | Change Percentage | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 41,300 | 56,300 | (26.7%) | | Investment properties | 1,438,900 | 1,537,000 | (6.4%) | | Financial assets at fair value through other comprehensive income | 7,700 | 5,700 | 35.1% | | Pledged deposits | 54,500 | 54,300 | 0.4% | | Properties under development | 1,049,400 | 1,021,200 | 2.8% | | Properties for sale | 474,300 | 765,300 | (38.0%) | | Prepayments and other receivables | 479,600 | 572,200 | (16.2%) | | Accounts payable | 26,400 | 16,000 | 65.0% | | Accruals and other payables | 169,600 | 239,700 | (29.2%) | | Contract liabilities | 512,700 | 929,000 | (44.9%) | | Deferred tax liabilities | 108,100 | 119,400 | (9.5%) | - The decrease in investment properties was mainly due to the net effect of early termination of leasehold properties held for sub-leasing under operating leases and fair value losses71 - The increase in properties under development was primarily due to the ongoing construction of Hangang Runyuan in Leping City, China74 - The decrease in contract liabilities was mainly due to the handover of Hangang Guanlan Phase II86 Liquidity and Financial Resources Details the company's cash flows from operating, investing, and financing activities, along with changes in total borrowings and the capital-to-debt ratio 2025 Financial Year Cash Flow and Borrowing Situation (RMB millions) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Net cash inflow/(outflow) from operating activities | 82.2 | (24.2) | | Net cash inflow/(outflow) from investing activities | 1.2 | (9.1) | | Net cash outflow/(inflow) from financing activities | (75.5) | 20.3 | | Total borrowings | 565.0 | 532.0 | | Capital-to-debt ratio | 28.6% | 26.2% | - The net cash inflow from operating activities was mainly due to a decrease in prepayments and other receivables93 - The net cash outflow from financing activities was primarily offset by new loans obtained, repayment of loan principal and interest, and dividend payments to non-controlling interests94 - The effective annual interest rate for bank loans ranged from 4.45% to 7.05%9598 Foreign Currency Risk Explains that foreign currency risk is minimal as most transactions are in RMB, with exposure primarily from HKD and USD denominated balances - The Group's majority of transactions are denominated in RMB, with foreign currency exchange rate risk arising from certain cash and bank balances, other receivables, and other payables denominated in HKD and USD102107 - The Group does not use derivative financial instruments to hedge its foreign currency risk but reviews it regularly102107 Material Acquisition and Disposal Reports the disposal of a subsidiary for RMB 8.56 million and the early termination of a lease agreement, neither constituting a discloseable transaction - On December 11, 2024, Hangzhou Hangang Commercial Management Co., Ltd. disposed of its 100% equity interest in its subsidiary, Hangzhou Gangyu Enterprise Management Co., Ltd., for a consideration of RMB 8,560,000103108 - On December 27, 2024, Hangzhou Gangze Enterprise Management Co., Ltd. prematurely terminated its house lease agreement105109 - The applicable percentage ratios for both transactions were less than 5%, thus not constituting discloseable transactions under Chapter 14 of the Listing Rules104106109 Other Corporate Information Provides additional corporate details including no post-balance sheet events, no major investments or contingent liabilities, reduced employee count, and high pre-sale ratio for a residential project - There were no post-balance sheet events, nor any significant investments or material contingent liabilities held in FY2025110111112114115116 - As of March 31, 2025, the Group had 268 employees, a decrease from 331 in the previous year113117 - Employee costs (including directors' emoluments) for FY2025 were approximately RMB 44.1 million113117 - As of June 23, 2025, the pre-sale ratio for residential units in Yichun Hangang Guanlan Phase II was 99%119120 Future Outlook and Proposed Final Dividend Outlines the company's commitment to diversified development, strengthening the "Big Health" segment, optimizing cost structures, and the board's decision not to recommend a final dividend - The Group will continue to deepen its diversified layout, steadily develop its "Big Health" business, and view it as a function to diversify operational risks and seek new growth opportunities123126 - The company has initiated organizational streamlining and cost-saving plans to optimize operational efficiency, concentrate resources on core businesses, and strengthen its financial foundation128132 - The Board has resolved not to recommend the payment of a final dividend for the 2025 financial year (2024 financial year: nil)130134 DIRECTORS' REPORT The Directors' report on the company's principal activities, financial results, corporate governance, and key risks Principal Activities and Financial Results States the company's main business as investment holding and property development, reporting a profit attributable to owners and no final dividend recommendation - The principal business of the Company is investment holding, and the principal business of its subsidiaries is property development137142 - The profit attributable to owners of the Company for the 2025 financial year was RMB 18,897,000173746 - The Board has resolved not to recommend the payment of a final dividend for the 2025 financial year138144 Annual General Meeting and Share Register Announces the date of the 2025 Annual General Meeting and the book closure period for share transfer registration - The 2025 Annual General Meeting is scheduled to be held at 10:00 a.m. on Friday, September 19, 2025, at Room 1215, Block B, Hung Hom Commercial Centre, 37–39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong139145 - The share transfer registration will be suspended from Monday, September 15, 2025, to Friday, September 19, 2025140146 Business Review and Risks Refers to the Chairman's Statement and MD&A for business review, identifies key risks including business, policy, expansion, and financial risks, and highlights compliance and environmental efforts - The Group faces major risks including business risk (ability to identify and acquire suitable land for property development), policy and market risk (real estate industry susceptible to macroeconomic and industry policies), expansion risk (failure to expand into new business sectors), and financial risk149150151152154155156157 - The company has complied with all relevant laws and regulations that have a significant impact on the Group's operations and maintains good relationships with stakeholders such as employees, customers, and suppliers159160166167 - The company adopts green building concepts in property development, submits environmental impact assessment reports before construction, and obtains approvals from relevant environmental protection bureaus upon completion161168 Financial Summary and Capital Provides a summary of the group's financial performance and position over the past five years, details profit appropriation, distributable reserves, and share capital activities - A summary of the Group's consolidated results, assets, and liabilities for the most recent five financial years has been disclosed162169 - The profit attributable to owners of the Company of RMB 18,897,000 for the 2025 financial year has been transferred to retained earnings173180 - As of March 31, 2025, the company's distributable reserves to shareholders amounted to approximately RMB 724,000174180 - During the 2025 financial year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and there are no pre-emptive rights provisions for the issuance of new shares under the Articles of Association or Bermuda law175176181182 Retirement Schemes and Tax Relief Describes the company's retirement schemes for Hong Kong and China employees and states no knowledge of tax relief for shareholders - The Group operates a Mandatory Provident Fund Scheme for its Hong Kong employees and participates in a defined contribution retirement scheme established by the Chinese government for its employees in China177183 - The Company is not aware of any tax relief or exemptions provided to its shareholders by virtue of their holding the Company's securities178184 Property, Plant and Equipment and Bank Loans Refers to specific notes in the consolidated financial statements for details on property, plant and equipment, and bank loans - Details of changes in the Group's property, plant and equipment are set out in Note 13 to the consolidated financial statements179185 - Details of the Group's bank loans are set out in Note 23 to the consolidated financial statements186189 Major Customers and Suppliers Discloses the concentration of sales to major customers and payments to major suppliers, confirming no beneficial interest from directors or major shareholders in these entities - For the 2025 financial year, sales to the Group's largest customer and five largest customers accounted for approximately 2.4% and 3.6% of the Group's revenue for the year, respectively187190 - For the 2025 financial year, payments to the Group's largest supplier and five largest suppliers accounted for approximately 73.0% and 88.5% of the Group's total payments for construction contracts during the year, respectively187191 - No Director or any of their close associates or any shareholder who, to the best knowledge of the Directors, owns more than 5% of the issued shares, had any beneficial interest in the Group's five largest suppliers or customers188191 Directors and Their Interests Lists board members, details directors seeking re-election, confirms independence of independent non-executive directors, and discloses directors' and chief executive's interests in shares - Mr. Wang Linbing (Chairman, CEO and General Manager), Mr. Chan Kin Sang (Non-executive Director), and Mr. He Dingding (Independent Non-executive Director) will retire by rotation at the 2025 Annual General Meeting and, being eligible, offer themselves for re-election194199 - The Company has received confirmation of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent195199 Directors' and Chief Executive's Interests in Shares (As at 31 March 2025) | Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of the Company's Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Wang Linbing | Beneficial owner | 252,259,643 | 53.36% | | | Interest of controlled corporation (Extra Good) | 1,011,885,120 | | | | Spouse's interest (Ms. Chen Xiangling) | 50,746,390 | | | Mr. Xie Gang | Spouse's interest (Ms. Wong Man Bun) | 5,902,663 | 0.24% | Connected Transactions and Management Contracts Reports on continuing connected transactions (parking and office leases) that are exempt from disclosure due to their small value, and confirms no management contracts for the year - The connected transactions for the car park lease agreement and office lease agreement constitute "continuing connected transactions" as defined in Chapter 14A of the Listing Rules, and are fully exempt from the reporting, annual review, announcement, and independent shareholders' approval requirements as their annual aggregate amounts are less than HKD 3,000,000227231 - The Independent Non-executive Directors have reviewed and confirmed that these continuing connected transactions were entered into on normal commercial terms or on terms no less favorable to the Group than those available from or to independent third parties, and are in the overall interests of the Company and its shareholders228232 - During the 2025 financial year, no management and administration contracts (other than service contracts for Executive Directors) involving the whole or any substantial part of the Company's business were entered into or existed230234 Competing Business and Non-Compete Undertaking Confirms no directors have interests in competing businesses and that the controlling shareholders have complied with their non-compete undertakings - During the 2025 financial year and up to the date of this report, no Director was considered to have an interest in any business (other than the Group's business) that directly or indirectly competes or may compete with the Group's business236241 - The Company has received annual confirmations from Mr. Wang Linbing, Ms. Chen Xiangling, and Extra Good, confirming their compliance with the terms of the non-compete undertaking during the year238242 Corporate Governance and Auditor States the adoption of corporate governance practices, maintenance of public float, audit committee review of results, and the proposed re-appointment of BDO Limited as auditor - The principal corporate governance practices adopted by the Company are set out in the Corporate Governance Report in this annual report245250 - The Board confirms that the Company has maintained a sufficient public float (i.e., at least 25% of the issued shares held by the public) during the year and as at the date of this report as required by the Listing Rules247252 - The Audit Committee has discussed and reviewed the annual results, consolidated financial statements, and this annual report with management249254 - BDO Limited will retire as the independent auditor, and a resolution for its re-appointment as independent auditor will be proposed at the 2025 Annual General Meeting255256 CORPORATE GOVERNANCE REPORT Details the company's adherence to corporate governance principles, board structure, committee functions, and risk management practices Compliance with the Corporate Governance Code Confirms the company's compliance with all mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code - The Company has adopted and complied with all mandatory disclosure requirements and applicable code provisions set out in Section "Part 2 – Principles of Good Corporate Governance, Code Provisions and Recommended Best Practices" of the Corporate Governance Code contained in Appendix C1 to the Listing Rules during the year and thereafter up to the date of this annual report259263 - The Company has adopted the revised Corporate Governance Code, applicable to financial years commencing on or after January 1, 2022, as its corporate governance practices260264 The Board of Directors Describes the board's responsibilities, composition, diversity policy, and commitment to sufficient time and continuous professional development - The Board is primarily responsible for overseeing and supervising the management and overall performance of the Group's business affairs, establishing the Group's values and standards, and ensuring the Group has the necessary financial and human resources to achieve its objectives261265 - The Board currently comprises eight Directors, including four Executive Directors, one Non-executive Director, and three Independent Non-executive Directors268269 - The Board has adopted a Board Diversity Policy, striving to achieve diversity by considering factors such as gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service271272274 - All Directors (including Independent Non-executive Directors) have devoted sufficient time and effort to the Group's affairs and participated in continuous professional development290292294297 Chairman and Chief Executive Officer Explains the combined role of Chairman and CEO, a deviation from the CG Code, justified by operational efficiency, with clear division of responsibilities - Mr. Wang Linbing concurrently holds the positions of Chairman and Chief Executive Officer, which deviates from Code Provision C.2.1 of the Corporate Governance Code303305 - The Board believes that having the same person serve as both Chairman and Chief Executive Officer is appropriate and in the best interests of the Company, as it facilitates the execution of the Group's business strategies and maximizes operational efficiency303305 - Chairman Mr. Wang Linbing is responsible for formulating the Company's overall strategy and policies, while Vice Chairman Mr. Shi Feng is responsible for the Company's daily operations306307311312 Compliance with Model Code States the adoption of the Model Code for securities transactions by directors and senior management, with all directors confirming compliance - The Company has adopted the Model Code as the code of conduct for securities transactions by Directors, senior management, and certain employees of the Group308313 - Following specific inquiries made by the Company to all Directors, each Director confirmed that they have complied with the required dealing standards set out in the Model Code and the Company's code of conduct during the year308313 Directors' Responsibility for the Financial Statements Affirms directors' responsibility for preparing true and fair consolidated financial statements on a going concern basis, and the auditor's reporting responsibility - The Directors acknowledge their responsibility for preparing the consolidated financial statements, which give a true and fair view of the state of affairs of the Company and the Group as at March 31, 2025, and of the Group's results and cash flows for the year then ended, and are properly prepared on a going concern basis in accordance with applicable statutory requirements and accounting standards309314 - The independent auditor has also made their statement of reporting responsibilities in the Independent Auditor's Report on the consolidated financial statements310315 Board Committees Details the establishment and functions of the Audit, Remuneration, and Nomination Committees, including their responsibilities for financial oversight, compensation policy, and board appointments - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee to oversee specific areas of the Company's affairs317319 - The primary responsibilities of the Audit Committee include overseeing management's compliance, reviewing risk management and internal control systems, making recommendations on auditor appointments, and monitoring the integrity of financial statements318321 - The primary responsibilities of the Remuneration Committee include formulating remuneration policies and making recommendations on the remuneration policies and structure for Directors and senior management328331 - The primary responsibilities of the Nomination Committee include providing recommendations to the Board on the appointment/re-appointment of Directors, reviewing the Board's structure, size, and composition, and assessing the independence of Independent Non-executive Directors333337 Corporate Governance Functions States the board's responsibility for corporate governance functions, delegating risk management and internal control oversight to the Audit Committee - The Board is responsible for performing the Company's corporate governance functions in accordance with the Corporate Governance Code and has delegated the responsibility for overseeing risk management and internal control systems to the Audit Committee344345347 - The Board has reviewed and performed its corporate governance functions during the year in accordance with the Corporate Governance Code346348 Attendance Record of Directors and Committee Members Provides a table summarizing the attendance records of directors and committee members at board, committee, and general meetings for the reporting period Attendance Record of Directors and Committee Members (2025 Financial Year) | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wang Linbing | 4/4 | Not applicable | 1/1 | Not applicable | 1/1 | | Mr. Shi Feng | 4/4 | Not applicable | 1/1 | Not applicable | 1/1 | | Mr. Wang Lei | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Ms. Gao Lan | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Mr. Chan Kin Sang | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Mr. Xie Gang | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | | Mr. He Dingding | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | | Mr. Wong Ping Kuen | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | Risk Management and Internal Control Describes the board's responsibility for a robust risk management and internal control framework, including a three-tier approach, and policies for insider information, whistleblowing, and anti-corruption - The Board acknowledges its responsibility for maintaining a sound system of risk management and internal control, aiming to provide reasonable assurance for safeguarding shareholders' investments and the Group's assets351353 - The Group adopted a three-tier risk management approach during the year to identify, assess, mitigate, and address risks, complying with Code Provision D.2.4 of the Corporate Governance Code regarding risk management and internal control355357 - The company has established an insider information disclosure policy to ensure timely and systematic dissemination of relevant financial and operational data, strictly adhering to the "Guidelines on Disclosure of Inside Information" issued by the Hong Kong Securities and Futures Commission in June 2012359360 - The company has formulated whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance towards corruption, fraud, and all other unethical behaviors, and provides anti-corruption training372374376377637640 Remuneration of Directors and Senior Management Discloses the remuneration ranges for senior management (excluding directors) for the reporting period Senior Management (Excluding Directors) Remuneration Ranges (2025 Financial Year) | Remuneration Range (HKD) | Number of Individuals | | :--- | :--- | | Zero to 1,000,000 | 1 | | 1,000,001 to 2,000,000 | 2 | Company Secretary Identifies the Company Secretary, confirms compliance with professional training requirements, and states that all directors have access to the Company Secretary's advice - Kwok Siu Man, Rizal Knight, nominated by SK2 Corporate Services (HK) Limited, serves as the Company Secretary and has completed over 15 hours of relevant continuous professional development training during the year in accordance with Listing Rule 3.29381382383384 - All members of the Board have access to the advice and services of the Company Secretary382384 Shareholders' Relations and Rights Emphasizes the company's commitment to active shareholder communication, outlines shareholders' rights to convene meetings, make inquiries, and propose resolutions, and details the shareholder communication policy - The Group is committed to active and regular communication with shareholders, providing clear and sufficient information in a timely manner through various channels385389 - Shareholders holding not less than one-tenth of the Company's share capital carrying the right to vote at general meetings have the right to request the Board to convene an extraordinary general meeting387391 - Shareholders can make inquiries to the company via mail, telephone, or email, and can submit written notices to the Company Secretary to propose resolutions at general meetings395396397398 - The Board has established a shareholder communication policy and reviews its effectiveness annually401404 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT Presents the company's performance and initiatives across environmental, social, and governance aspects, adhering to reporting guidelines Scope and Reporting Principles Defines the report's scope, covering operations in China and Hong Kong for FY2025, and its adherence to the ESG Reporting Guide principles - This Environmental, Social and Governance Report covers the overall performance of the Group's business operations in China and Hong Kong in the two major areas of environment and society for the period from April 1, 2024, to March 31, 2025409414 - The report is prepared in accordance with the "Environmental, Social and Governance Reporting Guide" contained in Appendix C2 to the Listing Rules of the Stock Exchange, complying with mandatory disclosure requirements and "comply or explain" provisions, as well as the four reporting principles of materiality, quantitative, balance, and consistency410415 Sustainability Mission and Vision Articulates the group's commitment to integrated environmental, health, and safety management, human-centric systems, and creating green properties for sustainable development - The Group's sustainable development includes not only establishing environmental, health, and safety management but also setting up a human-centric integrated system to provide various types of properties that advocate comfort, convenience, and revolve around healthy lifestyles and sustainable development for the community419425 - The Group's business sustainable development strategy is based on principles such as integrity, ethics, green innovation, originality, quality, safety, and shareholder value, aiming to create green properties and promote future sustainable development421426 - The Board assumes full responsibility for the Group's sustainable development strategy and reporting, and assesses and manages environmental, social, and governance matters428429433434 Board Statement The board's affirmation of effective environmental management, commitment to continuous improvement, and future goals for stable, efficient, and sustainable business development with stakeholder collaboration - The Group deeply understands that efficient environmental management is crucial for promoting sustainable economic development and is committed to continuously improving the environmental performance of its businesses to minimize their impact on the environment430435 - Looking ahead, the Group aims to achieve stable and efficient sustainable business development and work hand-in-hand with stakeholders to promote sustainable development, fulfilling corporate and social responsibilities431436 Stakeholder Engagement and Materiality Describes the group's engagement with key stakeholders to understand ESG concerns and identifies the most material ESG issues for the reporting period - The Group communicates with key stakeholders through daily interactions to understand their concerns and expectations regarding environmental, social, and governance issues437438 - For the 2024/25 period, the most material issues for the Group's stakeholders and operations are: waste and wastewater, environmental measures, occupational health and safety, data protection, and customer service447 Environmental Performance (A) Details the group's emissions, waste generation, energy and water consumption, compliance with environmental laws, and integration of climate change risk management into its framework - The Group's emissions primarily originate from the consumption of gasoline, electricity, water, and paper, and it strictly complies with national laws and regulations such as China's Environmental Protection Law452459 2025 Financial Year Greenhouse Gas Emissions and Intensity | Indicator | 2024/25 | 2023/24 | 2022/23 | | :--- | :--- | :--- | :--- | | Scope 1 Direct Emissions (tonnes CO2e) | 28.23 | 28.46 | 31.16 | | Scope 2 Energy Indirect Emissions (tonnes CO2e) | 984.34 | 945.94 | 899.25 | | Scope 3 Other Indirect Emissions (tonnes CO2e) | 7.11 | 18.99 | 19.85 | | Total (tonnes CO2e) | 1,019.68 | 993.39 | 950.26 | | Area Emission Intensity (kgCO2e/m2) | 72.21 | 59.04 | 52.28 | | Employee Emission Intensity (tonnes CO2e/Group employee) | 3.80 | 3.07 | 2.75 | - In FY2025, hazardous waste generation was 6,777.30 kilograms, a decrease of 28.17% compared to the previous reporting period, while non-hazardous waste generation was 6,876.40 kilograms, a decrease of 1.03% compared to the previous reporting period480483488490 - The Group's total energy consumption was 1,684,960.72 kWh, an increase of 4.98% compared to the previous reporting period, and water consumption was 11,325.00 cubic meters, a decrease of 24.55% compared to the previous reporting period498500509513 - The Board focuses on managing risks arising from climate change, integrating environmental, social, and governance (including climate-related issues) into corporate governance processes, and has identified acute physical risks, chronic physical risks, legal and policy risks, technological risks, and reputational risks526528532535 Social Performance (B) Covers employee demographics, turnover, occupational health and safety, training, supply chain management, product responsibility, anti-corruption measures, and community investment As at 31 March 2025, Total Employees and Composition | Employee Category | Number of Employees | Employment Percentage | | :--- | :--- | :--- | | Senior Management | 32 | 11.94% | | Middle Management | 40 | 14.93% | | Frontline and Other Employees | 196 | 73.13% | | Male | 109 | 40.67% | | Female | 159 | 59.33% | | Mainland China | 264 | 98.51% | | Hong Kong | 4 | 1.49% | - In FY2025, a total of 143 employees left the Group, with an overall employee turnover rate of 53.36%583586 - The Group is committed to providing and maintaining a safe and healthy working environment for its employees, subcontractors, and suppliers, and strictly complies with national and local laws and regulations, with no work-related fatalities or cases exceeding 3 days of injury in FY2023/24594595596598601 - In FY2025, 164 employees (representing 48.81% of the total workforce) received 2,338.07 hours of training, with an average of 6.96 hours of training per employee604605 - The Group has established a supplier performance evaluation and monitoring system and formulated comprehensive, fair, and transparent tender procedures to ensure service quality and compliance614617 - The Group maintains a zero-tolerance stance towards corruption, fraud, and all other unethical behaviors, has formulated relevant policies to prevent bribery, extortion, fraud, and money laundering, and provided 217.4 hours of anti-corruption training to 38 employees630633637640 - The Group is committed to promoting positive community change and developing outreach programs to meet the specific needs of various groups638641 BIOGRAPHICAL INFORMATION OF DIRECTORS AND SENIOR MANAGEMENT Provides detailed biographical information for the company's directors and senior management, highlighting their experience and qualifications Chairman and Executive Director Biographical details of Mr. Wang Linbing, Chairman and Executive Director, including his appointment dates and extensive real estate development experience - Mr. Wang Linbing, 70 years old, was appointed Chairman and Executive Director on April 1, 2020, and Chief Executive Officer and General Manager on May 22, 2020651655 - Mr. Wang has over 30 years of experience in real estate development and holds a Doctor of Business Administration degree from Armstrong University, USA651656 Executive Directors Biographical details of Executive Directors Mr. Shi Feng, Mr. Wang Lei, and Ms. Gao Lan, outlining their respective roles and experience - Mr. Shi Feng, 67 years old, has served as Vice Chairman and Executive Director since July 4, 2011, responsible for managing project planning, quality inspection, contractor coordination, and managing the Company's subsidiaries653658 - Mr. Wang Lei, 42 years old, has served as Executive Director since July 4, 2011, primarily responsible for the operational management and project development of Nanchang Honggu Kaixuan and Fuzhou Huacuiyuan in China661663 - Ms. Gao Lan, 59 years old, was appointed Executive Director on August 13, 2014, and has been the Group's Marketing Director since November 2013, focusing on the Group's marketing business665668 Non-executive Director Biographical details of Mr. Chan Kin Sang, Non-executive Director, including his professional qualifications and experience as a solicitor and notary - Mr. Chan Kin Sang, 73 years old, became an Independent Non-executive Director on April 1, 2020, and is currently a partner at Chow & Chow Solicitors670673 - He has been a practicing solicitor in Hong Kong since April 1982, accredited as a notary public since April 1997, and accredited as a China Appointed Attesting Officer since January 2000670673 Independent Non-executive Directors Biographical details of Independent Non-executive Directors Mr. Xie Gang, Mr. He Dingding, and Mr. Wong Ping Kuen, highlighting their diverse professional backgrounds - Mr. Xie Gang, 60 years old, became an Independent Non-executive Director on July 4, 2011, and previously served as Chief Representative of AXA Group's Guangzhou Representative Office and Manager of Golden Life Insurance Co., Ltd.'s Guangdong Branch in China675676 - Mr. He Dingding, 48 years old, became an Independent Non-executive Director on August 1, 2018, and has over 17 years of extensive experience in capital markets, corporate finance, investment and financing, and corporate management677680 - Mr. Wong Ping Kuen, 38 years old, became an Independent Non-executive Director on June 1, 2020, is a member of the Hong Kong Institute of Certified Public Accountants, and has over 12 years of experience in the accounting, finance, and investment industries683686 Senior Management Biographical details of key senior management members, including Ms. Chen Xiangling (co-founder), Mr. Qiu Siyuan (Planning & Design Director), and Mr. Liu Jiahao (Financial Controller) - Ms. Chen Xiangling, 66 years old, is one of the Group's founders, a director and general manager of subsidiary Hangang Co., Ltd., with over 20 years of experience in real estate development688691 - Mr. Qiu Siyuan, 65 years old, is the Group's Planning and Design Director, with over 25 years of experience in the construction industry, and was accredited as a Class II Registered Architect in 1997689690692 - Mr. Liu Jiahao, 40 years old, has been the Group's Financial Controller since August 1, 2018, responsible for finance and accounting, regulatory compliance, and corporate governance693694695 INDEPENDENT AUDITOR'S REPORT The independent auditor's opinion on the consolidated financial statements, including the basis of opinion, material uncertainties, and key audit matters Opinion and Basis for Opinion States the auditor's opinion that the consolidated financial statements present a true and fair view in accordance with HKFRS and Hong Kong Companies Ordinance - Independent auditor BDO Limited believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as at March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance698701 - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, and the auditor is independent of the Group and has fulfilled its ethical responsibilities699702 Material Uncertainty Related to Going Concern Highlights significant uncertainties regarding the group's ability to continue as a going concern due to substantial current liabilities exceeding cash and bank balances - As at March 31, 2025, the Group's accounts payable were approximately RMB 26.4 million, accruals and other payables approximately RMB 169.6 million, tax provisions approximately RMB 368.7 million, and the current portion of bank loans approximately RMB 158.6 million, while cash and bank balances were only approximately RMB 132.3 million704708 - These conditions (together with other events set out in Note 3.1) indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern704708 - The auditor's opinion was not modified in respect of this matter704708 Key Audit Matters Identifies key audit matters, including the net realizable value of properties for sale and under development, and the valuation of investment properties, due to significant judgment and assumptions involved - Key audit matters include assessing the net realizable value of properties for sale and properties under development, as well as the valuation of investment properties709710716718 - The estimation of net realizable value for properties for sale and properties under development primarily relies on estimates of future selling prices, sales rates, marketing costs, and construction costs, as well as the legal and regulatory framework and market conditions712713 - The valuation of investment properties is highly sensitive to key assumptions applied, including property quality premium or discount, discount rates, and capitalization rates, where minor changes can significantly impact the valuation717719 Directors' and Auditor's Responsibilities Defines the responsibilities of directors for financial statement preparation and internal controls, and the auditor's role in providing reasonable assurance and communicating audit findings - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error728 - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion731733 - The auditor communicates with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit736738 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Presents the consolidated statement of comprehensive income, detailing revenue, profit, and earnings per share for the reporting period FY2025 Consolidated Results Summarizes the group's consolidated financial performance for FY2025, showing significant declines in revenue and profit attributable to owners 2025 Financial Year Consolidated Statement of Comprehensive Income Key Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | | Cost of sales | (321,605) | (595,628) | | Gross profit | 204,362 | 296,029 | | Other income and other gains and losses | (28,361) | (25,244) | | Selling and distribution expenses | (23,883) | (45,971) | | Administrative expenses | (59,180) | (68,594) | | Operating profit | 92,938 | 156,220 | | Finance costs | (17,013) | (11,461) | | Profit before income tax | 75,925 | 144,759 | | Income tax expense | (63,390) | (113,354) | | Profit for the year | 12,535 | 31,405 | | Profit for the year attributable to owners of the Company | 18,897 | 52,453 | | Loss for the year attributable to non-controlling interests | (6,362) | (21,048) | | Basic and diluted earnings per share (RMB cents) | 0.77 | 2.13 | - Revenue for the 2025 financial year decreased by 41.0% compared to the 2024 financial year, and profit for the year decreased by 60.1%744 - Profit attributable to owners of the Company was RMB 18,897 thousands, a significant decrease from RMB 52,453 thousands in the 2024 financial year746 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Presents the consolidated statement of financial position, outlining the group's assets, liabilities, and equity as of the reporting date FY2025 Consolidated Financial Position Summarizes the group's consolidated financial position as of March 31, 2025, indicating decreases in total assets and liabilities, and a slight reduction in net assets As at 31 March 2025, Consolidated Statement of Financial Position Key Data (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | | :--- | :--- | :--- | | Property, plant and equipment | 41,280 | 56,334 | | Investment properties | 1,438,850 | 1,536,990 | | Properties under development | 1,049,395 | 1,021,217 | | Properties for sale | 474,335 | 765,333 | | Cash and bank balances | 132,306 | 184,415 | | Accounts payable | 26,428 | 15,994 | | Accruals and other payables | 169,628 | 239,711 | | Contract liabilities | 512,743 | 929,002 | | Bank loans (current) | 158,550 | 68,450 | | Bank loans (non-current) | 406,400 | 463,500 | | Total equity | 1,953,265 | 2,010,338 | | Total assets | 3,732,679 | 4,259,027 | | Total liabilities | 1,779,414 | 2,248,689 | - As at March 31, 2025, total assets decreased by 12.4% compared to the previous year, and total liabilities decreased by 20.9%749 - Net assets were RMB 1,953,265 thousands, a slight decrease from RMB 2,010,338 thousands in the previous year749 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Presents the consolidated statement of changes in equity, detailing movements in share capital, reserves, and non-controlling interests for the reporting period FY2025 Equity Changes Summarizes the changes in the group's total equity for FY2025, including profit attribution and dividend payments to non-controlling interests 2025 Financial Year Consolidated Statement of Changes in Equity Key Data (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | | :--- | :--- | :--- | | Share capital | 20,735 | 20,735 | | Reserves | 1,733,226 | 1,713,137 | | Total equity attributable to owners of the Company | 1,753,961 | 1,733,872 | | Non-controlling interests | 199,304 | 276,466 | | Total equity | 1,953,265 | 2,010,338 | | Profit for the year | 18,897 | 52,453 | | Dividends paid to non-controlling interests of a subsidiary | (70,800) | – | - As at March 31, 2025, total equity was RMB 1,953,265 thousands, a decrease from RMB 2,010,338 thousands in the 2024 financial year753 - In FY2025, profit attributable to owners of the Company was RMB 18,897 thousands, and loss attributable to non-controlling interests was RMB 6,362 thousands753 - Dividends of RMB 70,800 thousands were paid to non-controlling interests753 CONSOLIDATED STATEMENT OF CASH FLOWS Presents the consolidated statement of cash flows, detailing cash movements from operating, investing, and financing activities for the reporting period FY2025 Consolidated Cash Flows Summarizes the group's consolidated cash flow activities for FY2025, showing net cash inflows from operations and investing, and net cash outflows from financing 2025 Financial Year Consolidated Statement of Cash Flows Key Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Net cash generated from operating activities | 82,220 | (24,183) | | Net cash generated from investing activities | 1,161 | (9,065) | | Net cash used in financing activities | (75,498) | 20,284 | | Net increase in cash and cash equivalents | 7,883 | (12,964) | | Cash and cash equivalents at end of year | 97,234 | 88,224 | - Net cash inflow from operating activities was primarily attributable to a decrease in prepayments and other receivables755 - Net cash inflow from investing activities was mainly due to proceeds from the disposal of a subsidiary757 - Net cash outflow from financing activities was primarily offset by new loans obtained, repayment of loan principal and interest, and dividend payments to non-controlling interests757 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Provides detailed explanations and breakdowns of the figures presented in the consolidated financial statements, including accounting policies, estimates, and risk management General Information and Basis of Accounting States the company's principal activities and the basis of preparation for the consolidated financial statements, adhering to HKFRS - The principal business of the Company is investment holding, and the principal businesses of its subsidiaries are set out in Note 16 to the consolidated financial statements759763 - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and relevant amendments have been adopted760765767 - The Group has not early applied any new or revised Hong Kong Financial Reporting Standards that are not yet effective for the current accounting period769 Material Accounting Policy Information Outlines the significant accounting policies applied, including historical cost basis, fair value measurement for certain asse
汉港控股(01663) - 2025 - 年度财报