WT集团(08422) - 2025 - 年度业绩

Company Information This chapter lists the basic information of WT Group Holdings Limited, including board members, committee compositions, company secretary, authorized representatives, registered office, Hong Kong headquarters and principal place of business, share registrar, principal bankers, and auditor - The Board of Directors includes Executive Director Ms. Wong Mei Chun and three Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi[8] - The Audit Committee, Nomination Committee, and Remuneration Committee are all chaired by Independent Non-executive Directors[8] - The company's stock code is 8422, and its website is www.hklistco.com/8422[9](index=9&type=chunk) Directors' Report and Management Discussion and Analysis This chapter outlines WT Group Holdings Limited's operating and financial performance for the year ended June 30, 2025, noting increased revenue but a significant decline in gross profit leading to an annual loss, while also discussing the challenging business environment, group strategies, financial management, risk control, and employee policies Business Review The Group primarily provides specialized and general building engineering services in Hong Kong, with revenue growth but a significant decrease in gross profit leading to a shift from profit to loss for the year ended June 30, 2025 - The Group's principal businesses include foundation and site formation works, demolition works, ground investigation works, superstructure construction works, slope maintenance works, hoarding works, alteration and addition works, and other renovation and building works[11] Comparison of Business Performance FY2025 vs FY2024 | Indicator | 2025 (Million HKD) | 2024 (Million HKD) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 34.8 | 31.3 | Increase 3.5 | 11.18% | | Gross Profit | 2.9 | 11.4 | Decrease 8.5 | -74.56% | | Total Loss/Profit | (6.1) (Loss) | 3.7 (Profit) | Shift to Loss | -264.86% | Financial Review The Group's revenue increase in FY2025 was mainly due to more large-value construction and renovation projects, but gross profit decreased due to lower overall project gross margins, resulting in a net loss - Revenue increased primarily due to an increase in the number of larger contract value construction and renovation projects undertaken[12] - Gross profit decreased mainly due to a lower overall gross profit margin of projects undertaken compared to FY2024[13] - Administrative expenses slightly increased from approximately HKD 11.2 million in 2024 to approximately HKD 11.6 million in 2025[14] - The loss and total comprehensive loss for the year was approximately HKD 6.1 million, compared to a profit of HKD 3.7 million in 2024, primarily attributable to the decrease in gross profit[16] Outlook The Group anticipates a continuously challenging business environment with increased operational risks from a declining Hong Kong property market, yet remains cautiously optimistic about the construction and renovation market, focusing on core engineering projects and seeking other investment opportunities to diversify revenue - The business environment is expected to remain challenging, with the downturn in the Hong Kong property market increasing uncertainties in construction project execution[17] - The Group will focus on foundation and site formation works, superstructure construction works, and renovation projects, aiming to expand its market share[17] - The Group will adhere to prudent financial management, ensuring sustainable growth and capital adequacy, while closely monitoring developments in the Hong Kong property market[17] - The Board will consider other investment opportunities to broaden revenue streams, while being mindful of associated risks[18] Liquidity and Financial Resources The Group maintained a sound financial position in FY2025, with an improved current ratio but a slight decrease in cash and bank balances Comparison of Liquidity Position | Indicator | June 30, 2025 (Million HKD) | June 30, 2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 23.2 | 28.3 | Decrease 5.1 | | Restricted Cash | 3.1 | 3.1 | No Change | | Current Ratio | 8.2 times | 7.8 times | Increase 0.4 times | - The Directors believe the Group's financial position is sound, enabling it to expand its core business and achieve its objectives[19] Gearing Ratio The Group's gearing ratio increased from 0.3% in 2024 to 1.0% in 2025, with total debt primarily comprising lease liabilities Comparison of Gearing Ratio | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 1.0% | 0.3% | - Total debt refers to lease liabilities[20] Pledge of the Group's Assets As of June 30, 2025, the Group pledged deposits of approximately HKD 3.1 million as collateral for performance bonds, with no other assets pledged - Pledged deposits of approximately HKD 3.1 million (2024: HKD 3.1 million) placed with insurance companies as collateral for performance bonds[21] - Save as disclosed above, the Group has not pledged any other assets[22] Foreign Exchange Risk The Group's foreign exchange risk is not significant as most of its business is transacted in Hong Kong Dollars, and it currently has no foreign currency hedging policy - Most of the Group's revenue-generating business is transacted in Hong Kong Dollars, thus it does not face significant exchange rate fluctuation risks[23] - The Group currently has no foreign currency hedging policy[23] Capital Structure The Group's capital structure remained unchanged for the year ended June 30, 2025, primarily consisting of ordinary shares and reserves, with funding mainly derived from operations - The Group's capital structure remained unchanged, comprising ordinary shares and reserves[24] - The Group primarily funds its operations, working capital, capital expenditures, and other liquidity needs through cash generated from operations[24] Treasury Policy The Board will continue to follow a prudent policy in managing cash balances to maintain a sound liquidity position and capitalize on future growth opportunities - The Directors will continue to follow a prudent policy in managing the Group's cash balances to maintain a strong and sound liquidity position[25] - Ensuring the Group can fully leverage future growth opportunities[25] Commitments As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments (2024: nil)[26] Material Investments, Acquisitions, and Disposals of Subsidiaries and Associates As of June 30, 2025, the Company held no material investments, nor were there any material acquisitions or disposals of subsidiaries and associates - As of June 30, 2025, the Company held no material investments[27] - For the year ended June 30, 2025, there were no material acquisitions or disposals of subsidiaries and associates by the Group[27] Contingent Liabilities As of June 30, 2025, the Group provided guarantees of approximately HKD 10.3 million for performance bonds related to construction contracts, but the Directors consider the likelihood of claims by customers to be low - The Group has provided guarantees of approximately HKD 10.3 million (2024: HKD 10.3 million) for performance bonds issued by insurance companies for construction contracts[28] - The Directors believe it is unlikely that customers will make any claims against the Group[28] Employees and Remuneration Policy As of June 30, 2025, the Group employed 25 staff with total staff costs of approximately HKD 9.0 million, and its remuneration policy is based on position, qualifications, and performance, with training and share option schemes to incentivize employees - As of June 30, 2025, the Company employed a total of 25 employees (2024: 25 employees)[30] Comparison of Staff Costs | Indicator | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Staff Costs | 9.0 | 9.4 | - Remuneration policy is based on employee position, qualifications, and performance, with bonuses paid referencing Group performance and employee contributions[30] - The Company has a share option scheme to incentivize and reward participants for their contributions to the Group[30] Dividends and Dividend Policy The Company has adopted a dividend policy, and the Board will consider various factors in determining dividend payments; for the year ended June 30, 2025, the Directors do not recommend a final dividend - The Company has adopted a dividend policy, and the Board will consider factors such as financial performance, retained earnings, working capital, capital expenditures, liquidity position, and economic conditions in determining dividends[31] - The Directors do not recommend the payment of a final dividend for the year ended June 30, 2025 (2024: nil)[32] Biographical Details of Directors This chapter provides detailed biographical information for the Company's Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi, including their age, professional background, and experience - Executive Director Ms. Wong Mei Chun has over 25 years of experience in the construction and electrical engineering industries[35] - Independent Non-executive Director Ms. Chan Sin Wah is a member of the Hong Kong Institute of Certified Public Accountants, with experience in accounting and auditing[36] - Independent Non-executive Director Ms. Li Zangyu has 10 years of management and work experience in the building materials industry in China[36] - Independent Non-executive Director Mr. Yu Tat Chi is a fellow member of CPA Australia and a member of the Hong Kong Institute of Certified Public Accountants, with extensive experience in accounting, corporate finance, and asset management, and serves as an independent non-executive director for several listed companies[36][37] Corporate Governance Report This chapter describes WT Group Holdings Limited's corporate governance practices for the year ended June 30, 2025, emphasizing the Company's commitment to maintaining high standards of corporate governance, disclosing deviations from the GEM Listing Rules' Corporate Governance Code, and outlining the responsibilities and operations of the Board and its committees Introduction The Company is committed to achieving and maintaining high standards of corporate governance, recognizing its importance for gaining shareholder trust, effective management, and creating long-term value - The Board and management are committed to achieving and maintaining high standards of corporate governance[39] - Good and effective corporate governance practices are essential elements for effective management, accountability, and transparency, to sustain the Group's success and create long-term value for shareholders[39] Corporate Governance Practices The Board is responsible for corporate governance duties and has reviewed relevant policies and practices; during the reporting period, the Company complied with all applicable provisions of the Corporate Governance Code, except for the unclear segregation of duties between the Chairman and Chief Executive Officer - The Board is responsible for performing corporate governance duties in accordance with the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules[40] - The Group has not appointed a Chief Executive Officer, and the duties of the Chairman and Chief Executive Officer are not clearly segregated, representing a deviation from Code Provision A.2.1 of the Corporate Governance Code[41] - The Group is currently identifying suitable candidates to fill the vacancies for Chairman and Chief Executive Officer[41] Board of Directors The Board oversees all significant company matters, including strategy, financial performance, internal controls, and risk management, with a balanced composition of skills and experience, where independent non-executive directors play a crucial role and meet independence requirements, supported by a board diversity policy and continuous director training Responsibilities The Board is responsible for overseeing all significant company matters, including strategy formulation, monitoring financial performance, internal controls, and risk management, as well as fulfilling corporate governance duties - The Board's responsibilities include formulating and approving overall strategies, monitoring financial performance and internal controls, overseeing risk management systems, and evaluating the performance of senior management[44] - The Board is also responsible for developing and reviewing corporate governance policies and practices, monitoring director and senior management training, ensuring compliance with laws and regulations, establishing codes of conduct, and reviewing compliance with the Corporate Governance Code[46] Board Composition The Board comprises one Executive Director and three Independent Non-executive Directors, with independent non-executive directors constituting over one-third of the Board, meeting GEM Listing Rules requirements, and all directors having no material relationships with each other - The Board members include Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi[45] - The number of Independent Non-executive Directors constitutes more than one-third of the Board, complying with GEM Listing Rules, and at least one Independent Non-executive Director possesses appropriate professional qualifications or expertise in accounting or related financial management[45] - All Independent Non-executive Directors are independent and do not hold any other positions in the Company or any of its subsidiaries[47] Chairman and Chief Executive Officer The Group has not appointed a Chief Executive Officer, and the duties of the Chairman and Chief Executive Officer are not clearly segregated, representing a deviation from the Corporate Governance Code, with suitable candidates currently being sought to fill the vacancies - The Group has not appointed a Chief Executive Officer, and both Board management and daily business management were primarily handled by Mr. Kam Kin Pan (retired)[48] - The Group believes there is a deviation from Code Provision A.2.1 of the Corporate Governance Code and is currently identifying suitable candidates to fill the vacancies for Chairman and Chief Executive Officer[48] Appointment and Re-election of Directors Executive Directors have service agreements for three years, while Independent Non-executive Directors have appointment letters for one year; all directors are subject to retirement by rotation and are eligible for re-election at annual general meetings, ensuring board renewal and vitality - Executive Directors' service agreements are for three years, and Independent Non-executive Directors' letters of appointment are for one year[49] - All Directors are subject to retirement by rotation and are eligible for re-election at annual general meetings, with each Director required to retire at least once every three years[49] Board Diversity Policy The Company has adopted a Board Diversity Policy considering various factors such as gender, age, cultural and educational background, professional experience, skills, and knowledge; the current Board includes two female directors, and the Nomination Committee monitors and reviews the policy's implementation - The Board Diversity Policy considers various factors including gender, age, cultural and educational background, professional experience, skills, and knowledge[50] - Appointments to the Board are based on meritocracy, with full consideration of the benefits of board diversity[50] - During the reporting period, the Board included two female directors, and the Nomination Committee monitors and reviews the implementation of the Board Diversity Policy[50] Board Diversity (by Age Group and Professional Experience) | Director Name | Age (40–59) | Age (60 and above) | Business and Management | Construction | Accounting and Finance | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Wong Mei Chun | | ✔ | ✔ | ✔ | | | Ms. Chan Sin Wah | ✔ | | | | ✔ | | Ms. Li Zangyu | ✔ | | | ✔ | | | Mr. Yu Tat Chi | | ✔ | | | ✔ | Continuous Professional Development of Directors All directors are required to participate in continuous professional development to update their knowledge and skills, ensuring effective contributions to the Board, with the Company providing relevant information and updates on regulatory requirements - All Directors are required to participate in continuous professional development to cultivate and update their knowledge and skills[52] - The Company provides reading materials on the Corporate Governance Code, inside information provisions of the Securities and Futures Ordinance, and continuous updates on GEM Listing Rules and business developments[52] - Training content includes presentations by external auditors on changes in accounting standards and updates on proposed amendments to the GEM Listing Rules[54] Securities Transactions by Directors The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance with the relevant requirements - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for directors' securities transactions[53] - Following enquiry, all Directors have confirmed compliance with the required standards of dealing and the code of conduct during the reporting period[53] Board Committees The Company has an Audit Committee, Nomination Committee, and Remuneration Committee, each with clear written terms of reference to ensure company operations comply with the Corporate Governance Code and to provide advice and oversight to the Board within their respective areas of responsibility Audit Committee The Audit Committee is responsible for overseeing the independence and effectiveness of external auditors, reviewing financial statements, risk management, and internal control systems, and providing recommendations to the Board; all committee members are Independent Non-executive Directors, with Mr. Yu Tat Chi serving as Chairman - The Audit Committee was established on December 1, 2017, with terms of reference compliant with Rule 5.28 of the GEM Listing Rules and the Corporate Governance Code[55] - Key responsibilities include advising on the appointment of external auditors, monitoring the integrity of financial statements, reviewing financial controls and risk management systems, and performing corporate governance functions[57] - All committee members are Independent Non-executive Directors, with Mr. Yu Tat Chi serving as Chairman, possessing professional accounting qualifications and experience[56] Nomination Committee The Nomination Committee is responsible for reviewing the Board structure, identifying suitable director candidates, assessing the independence of Independent Non-executive Directors, and making recommendations to the Board regarding appointments and re-appointments, with Ms. Chan Sin Wah serving as Chairman - The Nomination Committee was established on December 1, 2017, with responsibilities including reviewing the Board structure, identifying suitable director candidates, and assessing the independence of Independent Non-executive Directors[59] - Selection criteria include integrity, relevant qualifications and experience, commitment of time, board diversity, and independence requirements[59] - Ms. Chan Sin Wah serves as the Chairman of the Nomination Committee[60] Remuneration Committee The Remuneration Committee is responsible for formulating the Company's remuneration policy, establishing transparent procedures, and making recommendations to the Board regarding the remuneration packages of directors and senior management, with Ms. Chan Sin Wah serving as Chairman - The Remuneration Committee was established on December 1, 2017, responsible for formulating remuneration policies and procedures, and making recommendations to the Board[61][62] - The Committee ensures that Executive Directors do not participate in determining their own remuneration[62] - Ms. Chan Sin Wah serves as the Chairman of the Remuneration Committee[63] Board Meetings The Board holds at least four meetings annually to discuss company strategy, operations, and financial performance; during the reporting period, all directors maintained high attendance rates and actively participated in Board and committee meetings - The Board holds regular meetings, at least four times a year, to discuss the Company's overall strategy and operational and financial performance[64] Attendance Details for Board and Committee Meetings (FY2025) | Director | Board Meetings | Audit Committee Meetings | Nomination Committee Meetings | Remuneration Committee Meetings | General Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Wong Mei Chun | 4/4 | Not Applicable | 2/2 | 2/2 | 1/1 | | Ms. Chan Sin Wah | 4/4 | 2/2 | 2/2 | 2/2 | 1/1 | | Ms. Li Zangyu | 4/4 | 2/2 | 2/2 | 2/2 | 1/1 | | Mr. Yu Tat Chi | 4/4 | 2/2 | 2/2 | 2/2 | 1/1 | Responsibilities of Directors and Auditor for the Consolidated Financial Statements Directors are responsible for ensuring that the consolidated financial statements present a true and fair view of the Group's position and for maintaining proper accounting records and internal controls, while the auditor is responsible for expressing an audit opinion on the consolidated financial statements - Directors are responsible for ensuring that the consolidated financial statements are prepared in accordance with the Companies Ordinance and accounting standards, presenting a true and fair view of the Group's affairs, financial performance, and cash flows[66] - Directors are responsible for maintaining proper accounting records, safeguarding the Group's assets, and preventing and detecting fraud and other irregularities[66] - The auditor's reporting responsibilities for the consolidated financial statements are set out in the Independent Auditor's Report[66] Auditor's Remuneration Evergreen (Hong Kong) CPA Limited serves as the Company's auditor, with audit service fees of approximately HKD 0.5 million for FY2025; the Audit Committee considers the remuneration level reasonable, and there are no disagreements between the auditor and management - Evergreen (Hong Kong) CPA Limited is the Company's auditor, with audit service fees of approximately HKD 0.5 million for the year ended June 30, 2025[67] - The Audit Committee considers the auditor's remuneration level reasonable, and there are no disagreements between the auditor and the Company's management[67] Company Secretary Mr. Fung Chun Yuen serves as the Company Secretary, assisting the Board in complying with policies and procedures and providing advice on corporate governance matters, with his qualifications meeting GEM Listing Rules requirements - Mr. Fung Chun Yuen is the Company Secretary, assisting the Board in ensuring compliance with policies and procedures and providing advice on corporate governance matters[68] - Mr. Fung meets all required qualifications, experience, and training requirements under the GEM Listing Rules[68] Compliance Officer Ms. Wong Mei Chun serves as the Company's Compliance Officer - Ms. Wong Mei Chun is the Company's Compliance Officer[69] Corporate Governance Functions The Company has not established a corporate governance committee, with relevant functions performed by the Board, including formulating policies, codes of conduct, monitoring director training, and ensuring compliance with laws and regulations - The Company has not established a corporate governance committee, and the Board is responsible for performing corporate governance functions[70] - Functions include formulating and reviewing corporate governance policies, codes of conduct, monitoring director and senior management training, ensuring compliance with laws and regulations, and disclosing corporate governance reports[70] Shareholders' Rights To protect shareholder interests, all resolutions at general meetings are voted on by poll; shareholders may convene an extraordinary general meeting or submit written inquiries in accordance with the articles of association - All resolutions at general meetings will be voted on by poll, and the results will be published on the Stock Exchange and the Company's website[71] - Shareholders holding not less than one-tenth of the Company's paid-up capital may requisition an extraordinary general meeting[71] - Shareholders may submit written inquiries or requests regarding their rights to the Company's principal place of business in Hong Kong[72] Communication with Shareholders and Investor Relations The Company has adopted a shareholder communication policy to ensure convenient, equal, and timely access to comprehensive and understandable company information for shareholders and investors through various channels, and welcomes suggestions - The Company has adopted a shareholder communication policy aimed at ensuring shareholders and potential investors have convenient, equal, and timely access to comprehensive and easily understandable company information[73] - Communication channels include the publication of annual reports, interim reports, circulars, regular announcements, corporate information on the Company's website, annual general meetings and extraordinary general meetings, and services of the Hong Kong share registrar[74] Risk Management and Internal Control The Group maintains effective internal control and risk management systems, with the Board annually reviewing their effectiveness; the systems are designed to manage rather than eliminate risk, and procedures for risk identification, assessment, and mitigation have been implemented; the Group currently has no internal audit department, but the Directors are satisfied that adequate and effective control measures are in place - The Group maintains effective internal control and risk management systems to safeguard shareholders' investments and Group assets[76] - The Board reviews the effectiveness of the risk management and internal control systems at least annually[76] - Risk management procedures include risk identification, risk assessment, and risk mitigation[78] - The Group currently has no internal audit department, but the Directors are satisfied that adequate and effective internal control and risk management measures have been implemented[77] Dividend Policy The Company adopted a dividend policy on August 1, 2019, where the Board will consider various factors in determining whether and at what level to pay dividends, but the policy does not constitute a legally binding commitment - The Company adopted a dividend policy on August 1, 2019, to provide guidance for the Board in determining dividend payments[79] - The Board will consider factors such as financial performance, retained earnings, working capital, capital expenditures, liquidity position, economic conditions, and legal restrictions[79][83] - The dividend policy does not constitute a legally binding commitment that the Company will pay any specific amount of dividends[80] Inside Information The Group complies with the Securities and Futures Ordinance and GEM Listing Rules, committing to timely public disclosure of inside information and ensuring that information disclosure is clear, balanced, and not misleading - The Group complies with the Securities and Futures Ordinance and GEM Listing Rules, committing to timely public disclosure of any inside information[81] - Ensuring strict confidentiality of information before disclosure, and immediate disclosure if confidentiality is breached[81] - Committed to ensuring that information in announcements is clear and balanced, with equal disclosure of both positive and negative facts[81] Constitutional Documents There were no significant changes to the Group's constitutional documents during the reporting period - There were no significant changes to the Group's constitutional documents during the reporting period[82] Directors' Report This chapter presents WT Group Holdings Limited's audited consolidated financial statements for the year ended June 30, 2025, detailing the Group's principal activities, business review, environmental policies, compliance with laws and regulations, key risks, results and dividends, financial summary, share capital, share option scheme, related party transactions, major customer and supplier relationships, directors' biographical details, and remuneration policy Principal Activities The Company is an investment holding company, with its subsidiaries primarily providing specialized and general building engineering services in Hong Kong, including foundation, site formation, demolition, superstructure construction, and renovation works; there were no significant changes in the nature of principal activities during the year - The Company's principal business is investment holding, with its subsidiaries primarily providing specialized and general building engineering services in Hong Kong[85] - Specialized engineering works include foundation and site formation works, demolition works, and ground investigation works[85] - General building works include superstructure construction works, slope maintenance works, hoarding works, alteration and addition works, and various other renovation and building works[85] - There were no significant changes in the nature of the Group's principal activities during the year[85] Business Review The Group's business review and discussion of future business development for the year ended June 30, 2025, are detailed in the "Directors' Report and Management Discussion and Analysis" chapter - The Group's business review and discussion of future business development for the year ended June 30, 2025, are contained in the 'Directors' Report and Management Discussion and Analysis' section on pages 3 to 6 of this annual report[87] Environmental Policies and Performance The Company is committed to environmental and social sustainability, complying with environmental laws and regulations, and has adopted effective environmental practices; further details will be disclosed in the 2025 Environmental, Social and Governance Report - The Company recognizes its responsibility to protect the environment from its business activities and pursues environmental and social sustainability[88] - The Group is committed to complying with environmental laws and regulations and has adopted effective environmental practices[88] - Further details will be disclosed in the Company's 2025 Environmental, Social and Governance Report[89] Compliance with Laws and Regulations The Company has allocated sufficient resources to ensure continuous compliance with applicable laws and regulations; for the year ended June 30, 2025, no non-compliance events materially affecting the Group's operations were identified - The Company has allocated sufficient resources to ensure continuous compliance with applicable laws and regulations[90] - For the year ended June 30, 2025, to the best of the Board's knowledge, there were no non-compliance events with relevant laws and regulations that materially affected the Group's operations[90] Key Risks and Uncertainties The Group's operations involve several risks and uncertainties, including revenue dependence on non-recurring projects, inaccurate cost estimations, reliance on subcontractors, customer credit risk, and the impact of the Hong Kong construction industry and overall economic conditions - Revenue depends on successfully bidding or quoting for non-recurring specialized engineering, general building, and renovation projects, with no guarantee of new business[96] - Inaccurate project cost estimations or delayed project completion may lead to cost overruns or losses[96] - The Group relies on subcontractors, and their poor performance or inability to provide services may adversely affect operations and profitability[96] - Customer credit risk and failure to make timely or full payments may adversely affect liquidity[96] - The Group's performance depends on trends and developments in the Hong Kong construction industry, as well as market conditions and the overall economic and political situation in Hong Kong[96] Results and Dividends The Group recorded a loss for the year ended June 30, 2025, and the Directors do not recommend the payment of a final dividend - The Group's results for the year ended June 30, 2025, are presented in the consolidated statement of profit or loss and other comprehensive income[92] - The Directors do not recommend the payment of a final dividend for the year ended June 30, 2025 (2024: nil)[92] Financial Summary A summary of the Group's results, assets, and liabilities for the past five financial years is provided on page 88 of the report, which is not part of the audited consolidated financial statements - A summary of the Group's results, assets, and liabilities for the past five financial years is contained on page 88[93] - This summary is not part of the Group's audited consolidated financial statements[93] Property, Plant and Equipment Details of changes in the Group's property, plant and equipment during the year are provided in Note 15 to the consolidated financial statements - Details of changes in the Group's property, plant and equipment during the year are contained in Note 15 to the consolidated financial statements in this annual report[94] Share Capital Details of the Company's share capital are provided in Note 24 to the consolidated financial statements - Details of the Company's share capital are contained in Note 24 to the consolidated financial statements in this annual report[95] Confirmation of Independence All Independent Non-executive Directors have submitted annual confirmations of independence in accordance with the GEM Listing Rules, and the Company considers them to meet the independence guidelines - Each Independent Non-executive Director has provided an annual confirmation of independence in accordance with Rule 5.09 of the GEM Listing Rules[97] - The Company considers that all Independent Non-executive Directors meet the independence guidelines set out in Rule 5.09 of the GEM Listing Rules and are independent in accordance with the terms of such guidelines[97] Share Option Scheme The Company adopted a share option scheme on December 1, 2017, to attract and retain talent and incentivize employees; the scheme has a ten-year validity, with limits on the number of shares and individual participant allocations; for the year ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed - The Company adopted a share option scheme on December 1, 2017, to attract and retain the best personnel, provide additional incentives, and drive business excellence[98] - The scheme is valid for ten years from the date of adoption[102] - The maximum number of shares that may be issued upon exercise of share options is 10% of the issued shares, with an individual participant limit of 1%[100][101] - For the year ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed, and there were no outstanding share options as of June 30, 2025[107] Reserves Details of changes in the Company's and the Group's reserves are provided in Note 33 to the consolidated financial statements and the consolidated statement of changes in equity - Details of changes in the Company's and the Group's reserves are contained in Note 33 to the consolidated financial statements and the consolidated statement of changes in equity, respectively[108] Pre-emptive Rights Neither the Company's articles of association nor Cayman Islands law contain provisions for pre-emptive rights requiring new shares to be offered to existing shareholders in proportion to their holdings - Neither the Company's articles of association nor Cayman Islands law contain provisions for pre-emptive rights requiring the Company to offer new shares to existing shareholders in proportion to their holdings[109] Related Party Transactions and Connected Transactions Details of significant related party transactions undertaken by the Group for the year ended June 30, 2025, are provided in Note 28 to the consolidated financial statements; to the best of the Directors' knowledge, no related party transactions constituted disclosable connected transactions - Details of significant related party transactions undertaken by the Group for the year ended June 30, 2025, are contained in Note 28 to the consolidated financial statements in this annual report[110] - To the best of the Directors' knowledge, no related party transactions constituted connected transactions requiring disclosure under the GEM Listing Rules[110] Distributable Reserves As of June 30, 2025, the Company had no distributable reserves; details of changes in reserves during the year are provided in Note 33 to the consolidated financial statements - As of June 30, 2025, the Company had no distributable reserves (2024: nil)[111] - Details of changes in reserves during the year are contained in Note 33 to the consolidated financial statements in this annual report[111] Major Customers and Suppliers The Group faces high concentration risk with its major customers and suppliers; in FY2025, the largest customer contributed 82.1% of revenue, and the top five customers contributed 98.8%, while the largest supplier accounted for 33.1% of purchases, and the top five suppliers accounted for 63.9% Concentration of Major Customers and Suppliers (FY2025) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Largest Customer Revenue Share | 82.1% | 42.1% | | Top Five Customers Total Revenue Share | 98.8% | 86.7% | | Largest Supplier Purchase Share | 33.1% | 9.3% | | Top Five Suppliers Total Purchase Share | 63.9% | 38.3% | - For the year ended June 30, 2025, none of the Company's Directors, their close associates, or shareholders (to the best of the Directors' knowledge holding more than 5% of the Company's issued share capital) held any beneficial interest in the Group's five largest customers or suppliers[112] Relationship with Customers, Suppliers, Subcontractors, Employees and Shareholders The Group's success relies on strong relationships with its customers, suppliers, subcontractors, employees, and shareholders; it is committed to providing quality services, maintaining solid cooperation, fostering a positive work environment, and enhancing shareholder returns - The Group provides engineering services to public and private sector clients in Hong Kong, with most revenue derived from private sector clients, emphasizing timely delivery and quality assurance[114] - The Group maintains good business relationships with suppliers and subcontractors, assessing their performance based on track record, pricing, quality, and other factors[115] - The Group values employee talent, offering competitive remuneration packages and effective performance appraisal systems, while maintaining good relationships with employees[117] - The Group's primary objective is to maximize shareholder returns, focusing on developing its core business for sustainable profit growth and considering dividend payments to shareholders[118] Directors The Company's Directors include Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi; Ms. Chan Sin Wah and Mr. Yu Tat Chi will retire at the upcoming annual general meeting and are eligible for re-election, with the Nomination Committee nominating candidates based on the diversity policy - During the year and up to the date of this report, the Company's Directors included Executive Director Ms. Wong Mei Chun and Independent Non-executive Directors Ms. Chan Sin Wah, Ms. Li Zangyu, and Mr. Yu Tat Chi[119] - Ms. Chan Sin Wah and Mr. Yu Tat Chi will retire at the upcoming annual general meeting and are eligible for re-election[120] - The Nomination Committee will nominate and select candidates for Independent Non-executive Directors based on the Board Diversity Policy[120] - The Board believes that Ms. Chan Sin Wah and Mr. Yu Tat Chi are independent of the Group and can contribute to the Board's diversity and development[121] Permitted Indemnity Provision In accordance with the Company's articles of association, each director is entitled to be indemnified by the Company's assets for all losses or liabilities incurred as a director; the Company has arranged directors' and officers' liability insurance - In accordance with the Company's articles of association, each Director shall be entitled to be indemnified out of the Company's assets for all losses or liabilities incurred or suffered by them as a Director[122] - The Company has arranged appropriate directors' and officers' liability insurance for the Group's Directors and senior officers for the year ended June 30, 2025[122] Directors' Service Contracts None of the directors proposed for re-election at the upcoming annual general meeting have unexpired service contracts with the Company that are not terminable within one year without payment of compensation - None of the Directors proposed for re-election at the upcoming annual general meeting have unexpired service contracts with the Company and/or any of its subsidiaries that are not terminable by the Company within one year without payment of compensation (other than statutory compensation)[123] Biographical Details of Directors (Report) The biographical details of the Group's Directors are provided on page 7 of the report - The biographical details of the Group's Directors are contained on page 7 of this annual report[124] Remuneration of Directors and Five Highest Paid Individuals Details of the remuneration of the Company's Directors and the Group's five highest paid individuals are provided in Notes 11 and 12 to the consolidated financial statements; in FY2025, the total remuneration for the five highest paid individuals (non-directors) was HKD 6.852 million - Details of the remuneration of the Company's Directors and the Group's five highest paid individuals are contained in Notes 11 and 12 to the consolidated financial statements[125] Remuneration Ranges for Senior Management FY2025 | Remuneration Range | Number of Senior Management | | :--- | :--- | | HKD 1,000,000 or below | 2 | | HKD 1,000,001 to HKD 2,000,000 | 1 | | Above HKD 2,000,000 | 2 | Remuneration Policy The Company's remuneration policy primarily comprises a fixed component (basic salary) and a variable component (discretionary bonuses and other incentives), considering employee experience, responsibilities, performance, Group profitability, and market conditions; the Remuneration Committee reviews remuneration matters annually - Employee remuneration primarily comprises a fixed component (basic salary) and a variable component (discretionary bonuses and other incentives), taking into account factors such as employee experience, responsibility level, individual performance, Group profit performance, and overall market conditions[127] - The Remuneration Committee holds meetings at least once a year to discuss remuneration-related matters and review the Group's remuneration policy, and is authorized to determine the remuneration packages of individual Executive Directors and senior management[127] Management Contracts As of June 30, 2025, the Company had not entered into or held any management and/or administration contracts concerning all or any substantial part of the Company's business - As of June 30, 2025, the Company had not entered into or held any management and/or administration contracts concerning all or any substantial part of the Company's business[128] Directors' Material Interests in Transactions, Arrangements, and Contracts Significant to the Company's Business Except as disclosed in the report, none of the Company's Directors or their associated entities had any direct or indirect material interests in transactions, arrangements, and contracts significant to the Group's business - Save as disclosed in this report, none of the Company's Directors or their associated entities had any direct or indirect material interests in other transactions, arrangements, and contracts significant to the Group's business that were in effect at year-end or at any time during the year ended June 30, 2025, entered into by the Company's subsidiaries, fellow subsidiaries, or its parent company[129] Directors' Rights to Acquire Shares or Debentures For the year ended June 30, 2025, neither the Company nor its subsidiaries participated in any arrangements enabling directors or chief executives to subscribe for securities of the Company or any specified undertaking - At no time during the year ended June 30, 2025, did the Company or any of its subsidiaries or any of its fellow subsidiaries enter into any arrangements that would enable Directors or the Company's chief executive (including their spouses or children under 18) to subscribe for securities of the Company or any specified undertaking or to