> **来源：[研报客](https://pc.yanbaoke.cn)** # Wan Kei Group Holdings Limited # 宏基集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） StockCode股份代號：1718 CORPORATE INFORMATION 公司資料 2 MANAGEMENT DISCUSSION AND ANALYSIS 管理層討論及分析 5 UNAUDITED CONDENSED CONSOLIDATED 未經審核簡明綜合中期財INTERIM FINANCIAL STATEMENTS 務報表 - Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income - 簡明綜合損益及其他全面收益表 ·Condensed Consolidated Statement of ·簡明綜合財務狀況表 53Financial Position - Condensed Consolidated Statement of Changes in Equity 55 - Condensed Consolidated Statement of Cash Flows - 簡明綜合現金流量表 56 Notes to the Unaudited Condensed Consolidated Interim Financial Statements 58 CORPORATE GOVERNANCE AND OTHER 企業管治及其他資料 103INFORMATION # DIRECTORS Executive Directors Mr. Bai Huawei Mr. Wang Yu Non-executive Directors Mr. Xu Lin (Chairman) Mr. Lui Kwok Wai Independent Non-executive Directors Mr. Jiang Senlin Mr. Zhang Yi Ms. Dan Xi COMPANY SECRETARY Ms. Wong Kit Ying AUTHORISED REPRESENTATIVES Mr. Bai Huawei Ms. Wong Kit Ying AUDIT COMMITTEE Mr. Jiang Senlin (Chairman) Mr. Zhang Yi Ms. Dan Xi REMUNERATION COMMITTEE Mr. Zhang Yi (Chairman) Mr. Bai Huawei Mr. Jiang Senlin NOMINATION COMMITTEE Mr. Jiang Senlin (Chairman) Mr. Bai Huawei Mr. Zhang Yi # 董事 执行董事 白華威先生 王雨先生 非执行董事 許琳先生(主席) 吕國威先生 独立非執行董事 姜森林先生 張義先生 但曦女士 公司秘書 黄潔瑩女士 授权代表 白華威先生 黄潔瑩女士 審核委員會 姜森林先生(主席) 張義先生 但曦女士 薪酬委員會 張義先生(主席) 白華威先生 姜森林先生 提名委員會 姜森林先生(主席) 白華威先生 張義先生 # INVESTMENT COMMITTEE Mr. Bai Huawei (Chairman) Mr. Wang Yu Mr. Lui Kwok Wai # REGISTERED OFFICE IN THE CAYMAN ISLANDS Windward 3 Regatta Office Park P.O.Box 1350 Grand Cayman KY1-1108 Cayman Islands # HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG Offices 5 and 6, 28/F., Bank of America Tower, No. 12 Harcourt Road, Hong Kong # LEGAL ADVISER AS TO HONG KONG LAW # Li & Partners 22/F, World-Wide House 19 Des Voeux Road Central Hong Kong # INDEPENDENT AUDITORS # Ascenda Cachet CPA Limited Certified Public Accountants Registered Public Interest Entity Auditor Room 1519, 15/F., Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Hong Kong # 投資委員會 白華威先生(主席) 王雨先生 吕國威先生 # 開曼群島註冊辦事處 Windward 3 Regatta Office Park P.O.Box 1350 Grand Cayman KY1-1108 Cayman Islands # 總辦事處及香港主要營業地點 香港 夏敖道12號 美國銀行中心 28樓5-6室 # 有關香港法律的法律顧問 # 李偉斌律師行 香港 德輔道中19號 環球大廈22樓 # 獨立核數師 # 天健德揚會計師事務所有限公司 執業會計師 註冊公眾利益實體核數師 香港 九龍灣宏開道8號 其士商業中心15樓1519室 # PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN THE CAYMAN ISLANDS Ocorian Trust (Cayman) Limited Windward 3, Regatta Office Park P.O.Box 1350 Grand Cayman KY1-1108 Cayman Islands # BRANCH SHARE REGISTRAR AND TRANSFER OFFICE IN HONG KONG Tricor Investor Services Limited 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong # PRINCIPAL BANKERS Industrial and Commercial Bank of China (Asia) Limited Hang Seng Bank Limited Bank of Communication Co., Ltd. DBS Bank (Hong Kong) Limited Bank of China (Hong Kong) Limited China Everbright Bank # STOCK CODE 01718 # COMPANY'S WEBSITE www.hkex1718.hk # 開曼群島股份過戶登記總處 Ocorian Trust (Cayman) Limited Windward 3, Regatta Office Park P.O.Box 1350 Grand Cayman KY1-1108 Cayman Islands # 香港股份過戶登記分處 卓佳證券登記有限公司 香港夏慤道16號 遠東金融中心17樓 # 主要往來銀行 中國工商銀行(亞洲)有限公司 恒生銀行有限公司 交通銀行股份有限公司 星展銀行(香港)有限公司 中國銀行(香港)有限公司 中國光大銀行 # 股份代號 01718 # 公司網址 www.hkex1718.hk # FINANCIAL HIGHLIGHTS Revenue of Wan Kei Group Holdings Limited (the "Company") and its subsidiaries (collectively, the "Group") for the six months ended 30 September 2025 (the "Reporting Period") amounted to approximately HK$186,846,000 (six months ended 30 September 2024: approximately HK$178,596,000). Profit attributable to owners of the Company (the "Shareholders") for the Reporting Period amounted to approximately HK$1,080,000 (six months ended 30 September 2024: loss attributable to owners of the Company of approximately HK$10,563,000). - Basic and diluted earnings per share of the Company for the Reporting Period amounted to approximately HK cents 0.50 (six months ended 30 September 2024: restated basic and diluted loss per share approximately HK cents 9.46). The board (the "Board") of directors (the "Directors") of the Company does not recommend the declaration of any interim dividend for the Reporting Period (six months ended 30 September 2024: nil). # 財務摘要 - 截至二零二五年九月三十日止六個月（「報告期間」）宏基集團控股有限公司（「本公司」）及其附屬公司（統稱「本集團」）之收入約為186,846,000港元（截至二零二四年九月三十日止六個月：約178,596,000港元）。 報告期間本公司擁有人（「股東」）應佔溢利約為1,080,000港元（截至二零二四年九月三十日止六個月：本公司擁有人應佔虧損約10,563,000港元）。 報告期間本公司每股基本及攤薄盈利約為0.50港仙(截至二零二四年九月三十日止六個月：經重列每股基本及攤薄虧損約9.46港仙)。 本公司董事（「董事」）會（「董事會」）建議不就報告期間宣派任何中期股息（截至二零二四年九月三十日止六個月：無）。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # BUSINESS REVIEW During the Reporting Period, the Group was principally engaged in the provision of (i) foundation construction works; (ii) ground investigation services; (iii) financial services; (iv) trading of consumer products; and (v) e-commerce sales, live streaming and promotion business in social media (the "E-Commerce Business"). # Foundation Construction Works During the Reporting Period, the Group was principally engaged in the provision of foundation construction works in Hong Kong. The foundation construction works undertaken by the Group mainly consisted of the construction of socketed H-piles, mini piles, soldier piles, pipe piles and king posts. The Group undertook foundation construction projects in both public and private sectors. Revenue from foundation construction works amounted to approximately $83.3\%$ of the total revenue of the Group during the Reporting Period (six months ended 30 September 2024: approximately $66.8\%$ ). # Ground Investigation Services During the Reporting Period, the Group also acted as a contractor to provide ground investigation services in both public and private sectors in Hong Kong. Revenue from ground investigation services amounted to approximately $11.9\%$ of the total revenue of the Group during the Reporting Period (six months ended 30 September 2024: approximately $13.8\%$ ). # 業務回顧 於報告期間，本集團主要從事提供(i)地基建築工程；(ii)土地勘測服務；(iii)金融服務；(iv)消費品貿易；及(v)社交媒體電商銷售、直播及推廣業務（「電商業務」）。 # 地基建建筑工程 於報告期間，本集團主要於香港從事提供地基建築工程。本集團承接的地基建築工程主要包括建造插座式工字椿、微型椿、豎椿、管椿及起重柱。本集團承接公營及私營部門地基建築項目。於報告期間，地基建築工程所得收入佔本集團總收入約 $83.3\%$ （截至二零二四年九月三十日止六個月：約 $66.8\%$ ）。 # 土地勘测服務 於報告期間，本集團亦於香港作為承建商向公營及私營部門提供土地勘測服務。於報告期間，土地勘測服務所得收入佔本集團總收入約 $11.9\%$ （截至二零二四年九月三十日止六個月：約 $13.8\%$ ）。 # BUSINESS REVIEW (Continued) # Financial Services During the Reporting Period, revenue from financial services amounted to approximately $0.1\%$ of the total revenue of the Group (six months ended 30 September 2024: approximately $0.1\%$ ). # Trading of consumer products During the Reporting Period, revenue from trading of consumer products amounted to approximately $1.0\%$ of the total revenue of the Group (six months ended 30 September 2024: approximately $1.6\%$ ). # E-Commerce Business During the Reporting Period, revenue from E-Commerce Business contributed approximately $2.8\%$ to the total revenue of the Group (six months ended 30 September 2024: approximately $16.0\%$ ). # FINANCIAL REVIEW # Revenue The Group's total revenue for the Reporting Period increased by approximately HK $8,250,000 or approximately \(4.6\%$ , from approximately HK\)178,596,000 for the six months ended 30 September 2024 to approximately HK$186,846,000 for the Reporting Period, primarily as a net effect of the following: # 業務回顧(續) # 金融服務 於報告期間，金融服務所得收入佔本集團總收入約 $0.1\%$ （截至二零二四年九月三十日止六個月：約 $0.1\%$ ）。 # 消费品貿易 於報告期間，消費品貿易所得收入佔本集團總收入約 $1.0\%$ （截至二零二四年九月三十日止六個月：約 $1.6\%$ ）。 # 電商業務 於報告期間，電商業務所得收入佔本集團總收入約 $2.8\%$ （截至二零二四年九月三十日止六個月：約 $16.0\%$ ）。 # 財務回顧 # 收入 本集團於報告期間之總收入由截至二零二四年九月三十日止六個月之約178,596,000港元增加約8,250,000港元或約4.6%至報告期間之約186,846,000港元，主要由於以下各項的淨影響： # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) Revenue (Continued) # Foundation Construction Works The revenue from foundation construction works increased by approximately $30.5\%$ , from approximately HK$119,280,000 for the six months ended 30 September 2024 to approximately HK$155,688,000 for the Reporting Period, mainly due to a sizeable foundation construction project was performed by the Group during the Reporting Period. # Ground Investigation Services The revenue from ground investigation services decreased by approximately $9.8\%$ , from approximately HK $24,583,000 for the six months ended 30 September 2024 to approximately HK$ 22,162,000 for the Reporting Period, mainly due to the decrease in number of sizeable ground investigation projects tendered by the Group during the Reporting Period. # Financial Services The revenue for financial services amounted to approximately HK$245,000 for the Reporting Period (six months ended 30 September 2024: approximately HK$117,000). # 財務回顧(續) 收入（續） # 地基建筑工程 地基建築工程所得收入由截至二零二四年九月三十日止六個月之約119,280,000港元增加約30.5%至報告期間之約155,688,000港元，主要由於本集團於報告期間承建了一項大型地基建築項目。 # 土地勘测服務 土地勘測服務所得收入由截至二零二四年九月三十日止六個月之約24,583,000港元減少約9.8%至報告期間之約22,162,000港元，主要由於本集團於報告期間投得大型土地勘測項目的數量減少。 # 金融服務 於報告期間，金融服務的收入約為245,000港元（截至二零二四年九月三十日止六個月：約117,000港元）。 # FINANCIAL REVIEW (Continued) Revenue (Continued) # Trading of Consumer Products The revenue for trading of consumer products amounted to approximately HK$1,924,000 for the Reporting Period (six months ended 30 September 2024: approximately HK$2,808,000). # E-Commerce Business During the Reporting Period, revenue from E-Commerce Business amounted to approximately HK\ $5,257,000 (six months ended 30 September 2024: approximately HK\$ 28,511,000). The decrease in revenue was mainly due to regional market conditions and operational issues in specific subsidiaries, as well as the Group's reassessment of its business model and performance, contributing to weaker overall results for the Reporting Period. # Gross Profit and Gross Profit Margin The Group's gross profit amounted to approximately HK $41,689,000 for the Reporting Period (six months ended 30 September 2024: approximately HK$ 38,530,000). The Group's overall gross profit margin during the Reporting Period was approximately $22.3\%$ (six months ended 30 September 2024: approximately $21.6\%$ ). # 財務回顧(續) 收入(續) # 消費品貿易 於報告期間，消費品貿易收入約為1,924,000港元（截至二零二四年九月三十日止六個月：約2,808,000港元）。 # 電商業務 於報告期間，電商業務所得收入約為5,257,000港元（截至二零二四年九月三十日止六個月：約28,511,000港元）。收入減少主要由於地區市場狀況及特定附屬公司之營運問題，以及本集團對其營運模式及表現之重新評估，導致報告期内整體業績疲弱。 # 毛利及毛利率 於報告期間，本集團的毛利約為41,689,000港元（截至二零二四年九月三十日止六個月：約38,530,000港元）。於報告期間，本集團的整體毛利率約為22.3%（截至二零二四年九月三十日止六個月：約21.6%）。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) # Gross Profit and Gross Profit Margin (Continued) Gross profit of the Group's foundation construction works segment was approximately HK $32,986,000 for the Reporting Period (six months ended 30 September 2024: approximately HK$ 25,173,000). Gross profit margin of the foundation construction works segment was approximately $21.2\%$ for the Reporting Period (six months ended 30 September 2024: approximately $21.1\%$ ). Gross profit of the Group's ground investigation services segment was approximately HK\ $6,306,000 for the Reporting Period, representing a decrease of approximately \(40.1\%$ from approximately HK\\)10,531,000 as compared to the six months ended 30 September 2024. Gross profit margin of the ground investigation services segment decreased from approximately $42.8\%$ for the six months ended 30 September 2024 to approximately $28.5\%$ for the Reporting Period. The decrease in gross profit margin was mainly due to the decrease in the bidding price of the new tenders. Gross profit of the Group's financial services was approximately HK $245,000 for the Reporting Period (six months ended 30 September 2024: approximately HK$ 117,000). Gross profit margin of the financial services amounted to approximately $100.0\%$ for the Reporting Period (six months ended 30 September 2024: approximately $100.0\%$ ). # 財務回顧(續) 毛利及毛利率（续） 於報告期間，本集團地基建築工程分部的毛利約為32,986,000港元（截至二零二四年九月三十日止六個月：約25,173,000港元）。於報告期間，地基建築工程分部的毛利率約為 $21.2\%$ （截至二零二四年九月三十日止六個月：約 $21.1\%$ ）。 於報告期間，本集團土地勘測服務分部的毛利約為6,306,000港元，較截至二零二四年九月三十日止六個月的約10,531,000港元減少約40.1%。土地勘測服務分部的毛利率由截至二零二四年九月三十日止六個月的約42.8%減少至報告期間的約28.5%。毛利率減少主要由於新投標項目的投標價有所下降。 於報告期間，本集團金融服務的毛利約為245,000港元（截至二零二四年九月三十日止六個月：約117,000港元）。於報告期間，金融服務的毛利率約為 $100.0\%$ （截至二零二四年九月三十日止六個月：約 $100.0\%$ ）。 # FINANCIAL REVIEW (Continued) # Gross Profit and Gross Profit Margin (Continued) Gross loss of the Group's trading of consumer products was approximately HK$424,000 for the Reporting Period (six months ended 30 September 2024: gross profit of approximately HK$338,000). Gross loss margin of the trading of consumer products amounted to approximately 22.0% for the Reporting Period (six months ended 30 September 2024: gross profit margin of approximately 12.0%). The gross loss is due to the high costs incurred during the Reporting Period. Gross profit of the Group's E-Commerce Business segment was approximately HK $2,332,000 for the Reporting Period (six months ended 30 September 2024: approximately HK$ 2,142,000). Gross profit margin of E-Commerce Business segment amounted to approximately $44.4\%$ for the Reporting Period (six months ended 30 September 2024: approximately $7.5\%$ ). The increase in gross profit margin was mainly due to the addition of higher gross profit margin products to the existing product line. # 財務回顧(續) 毛利及毛利率（续） 於報告期間，本集團消費品貿易的毛損約為424,000港元（截至二零二四年九月三十日止六個月：毛利約338,000港元）。於報告期間，消費品貿易的毛損率約為 $22.0\%$ （截至二零二四年九月三十日止六個月：毛利率約 $12.0\%$ ）。該毛損乃由於報告期間產生較高成本所致。 於報告期間，本集團電商業務分部的毛利約為2,332,000港元（截至二零二四年九月三十日止六個月：約2,142,000港元）。於報告期間，電商業務分部的毛利率約為 $44.4\%$ （截至二零二四年九月三十日止六個月：約 $7.5\%$ ）。毛利率增加主要由於現有產品線新增了毛利率較高的產品所致。 # FINANCIAL REVIEW (Continued) # Other Income, Other Gains and Losses, Net The other income, other gains and losses, net increased by approximately HK\(2,392,000 from approximately HK\)1,512,000 for the six months ended 30 September 2024 to approximately HK$3,904,000 for the Reporting Period. The increase was mainly due to (i) the gain on disposal of financial assets at fair value through profit or loss ("FVTPL") of approximately HK\)1,339,000 (six months ended 30 September 2024: nil); and (ii) the gain on disposal and deregistration of subsidiaries of approximately HK\)985,000 (six months ended 30 September 2024: nil). # Selling expenses The Group's selling expenses for the Reporting Period were approximately HK $2,856,000 (six months ended 30 September 2024: approximately HK$ 2,947,000). The expenses were mainly derived by the E-Commerce Business. # 財務回顧(續) # 其他收入、其他收益及虧損淨額 其他收入、其他收益及虧損淨額由截至二零二四年九月三十日止六個月的約1,512,000港元增加約2,392,000港元至於報告期間的約3,904,000港元。該增加主要由於(i)出售按公平值計入損益（「按公平值計入損益」）之金融資產之收益約1,339,000港元（截至二零二四年九月三十日止六個月：無）；及(ii)出售及註銷附屬公司之收益約985,000港元（截至二零二四年九月三十日止六個月：無）。 # 銷售開支 於報告期間，本集團銷售開支約為2,856,000港元(截至二零二四年九月三十日止六個月：約2,947,000港元)。開支主要來自電商業務。 # FINANCIAL REVIEW (Continued) # General and administrative expenses and impairment losses on the financial and contract assets, net The Group's general and administrative expenses and impairment losses on the financial and contract assets, net for the Reporting Period were approximately HK\(36,240,000 (six months ended 30 September 2024: approximately HK\)42,631,000), representing a decrease of approximately \(15.0\%\) as compared to the corresponding period in 2024. The lower general and administrative expenses incurred during the Reporting Period as compared to that of the six months ended 30 September 2024 was mainly due to (i) the decrease in staff cost by approximately HK\)2,373,000 and (ii) one-off consultancy fee and legal and professional fee in the six month ended 30 September 2024 was not recurred in the Reporting Period. In addition, a reversal of impairment losses on financial and contract assets was recorded during the Reporting Period while a provision for impairment losses on financial and contract assets was recorded in the corresponding period in 2024. # Finance Costs For the Reporting Period, the finance costs were approximately HK $5,188,000 (six months ended 30 September 2024: approximately HK$ 5,113,000). # 財務回顧(續) # 一般及行政開支以及金融及合約資產之減值虧損淨額 本集團於報告期間的一般及行政開支以及金融及合約資產之減值虧損淨額約為36,240,000港元（截至二零二四年九月三十日止六個月：約42,631,000港元），較二零二四年同期減少約 $15.0\%$ 。於報告期間產生的一般及行政開支低於截至二零二四年九月三十日止六個月產生的一般及行政開支，這主要由於(i)員工成本減少約2,373,000港元；及(ii)截至二零二四年九月三十日止六個月期間之一次性顧問費及法律及專業費用於報告期間並未再次發生。此外，於報告期間錄得金融及合約資產之減值虧損撥回，而二零二四年同期錄得金融及合約資產之減值虧損撥備。 # 融資成本 於報告期間，融資成本約為5,188,000港元(截至二零二四年九月三十日止六個月：約5,113,000港元)。 # FINANCIAL REVIEW (Continued) # Income Tax The tax credit for the Reporting Period was approximately HK $30,000 (six months ended 30 September 2024: tax expense of approximately HK$ 1,090,000). The turnaround from tax expense to tax credit was mainly due to the decrease of assessable profits of the Group. # Financial assets at fair value through profit or loss The financial assets at FVTPL represents the listed equity investments. The fair value of listed equity investments is determined with reference to the quoted market bid price from The Stock Exchange of Hong Kong Limited ("Stock Exchange") and within level 1 of the fair value hierarchy. The fair value loss of approximately HK$397,000 was recognised in the condensed consolidated statement of profit or loss for the six months ended 30 September 2024. # 財務回顧(續) # 所得税 於報告期間的稅項抵免約為30,000港元（截至二零二四年九月三十日止六個月：稅項開支約1,090,000港元）。由稅項開支轉為稅項抵免主要是由於本集團的應課稅溢利減少所致。 # 按公平值計入損益之金融資產 按公平值計入損益之金融資產指上市股本投資。 上市股本投資的公平值乃參照香港聯合交易所有限公司(「聯交所」)的市場報價而釐定，並計入公平值層級的第一級。於二零二四年九月三十日止六個月，公平值虧損約397,000港元於簡明綜合損益表中確認。 # FINANCIAL REVIEW (Continued) Financial assets at fair value through profit or loss (Continued) In July 2025, the Group disposed the entire equity interest in the listed equity investments. A gain on disposal of the financial assets at FVTPL of approximately HK$1,339,000 was recognised in the condensed consolidated statement of profit or loss for the Reporting Period. Upon completion of the disposal, the Group did not hold any equity investment classified as the financial assets at FVTPL. # Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription In relation to the specific corporate loan receivable for the money lending business (the "Corporate Loan Receivable") and the other receivable from subscription, the Group recognised reversal of expected credit losses of the Corporate Loan Receivable of approximately HK$1,730,000 due to the partial subsequent settlement of the outstanding balances for the Reporting Period. The aggregate amount of expected credit losses was approximately HK$29,008,000 (after reversal was made) as at 30 September 2025 (the "Impairment Loss"). # 財務回顧(續) 按公平值計入損益之金融資產（續） 於二零二五年七月，本集團出售於上市股本投資的全部股權。於報告期間，出售按公平值計入損益之金融資產之收益約1,339,000港元於簡明綜合損益表中確認。於出售事項完成後，本集團不再持有任何分類為按公平值計入損益的金融資產的股本投資。 # 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備 就在借貸業務的特定應收企業貸款（「應收企業貸款」）以及認購事項中的其他應收款項而言，由於期後結算部分報告期間之未償還結餘，本集團確認應收企業貸款的預期信貸虧損撥回約1,730,000港元。於二零二五年九月三十日預期信貸虧損合共約29,008,000港元（經作出撥回後）（「減值虧損」）。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (a) Corporate Loan Receivable Prior to the grant of the Corporate Loan Receivable, the Group performed various due diligence and credit assessment work on each of the borrowers and guarantors, which include (i) obtaining of the latest management financial statements, statutory records and credit history (where applicable) to assess the background and financial position of the borrowers and to identify any indicators of high default risks (ii) considering the key terms by referencing the prevailing market interest rate and the financial position of the borrowers to compensate the associated credit risk (the "Credit Risk Assessments"); and (iii) performing an assessment to ensure compliance with the relevant requirements and regulations of anti-money laundering and counter-terrorism financing. The Group, having not identified any indication of high default risk of the loans and having assessed the terms and conditions for the grant of the Corporate Loan Receivable based on Credit Risk Assessments, considered that the initial grant of the loans based on such terms and conditions was fair and reasonable and in the interest of the Company and its shareholders as a whole. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備（續） # (a) 應收企業貸款 於授出應收企業貸款前，本集團已對各借款人及擔保人進行多項盡職調查及信用評估工作，其中包括(i)獲取最近管理財務報表、法定記錄及信貸記錄(如適用)以評估借款人的背景及財務狀況及識別任何高違約風險的跡象；(ii)通過參考現時市場利率和借款人的財務狀況考慮主要條款以補償相關信貸風險(「信貸風險評估」)；及(iii)進行評估以確保遵守反洗錢和反恐融資的相關規定及規例。本集團經評估根據信貸風險評估授出的應收企業貸款的條款及條件後，並無發現任何跡象表明該等貸款存在高違約風險，認為根據該等條款及條件初步授出該等貸款屬公平合理且符合本公司及其股東的整體利益。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (a) Corporate Loan Receivable (Continued) The Corporate Loan Receivable was past due since June 2020. The Group has commenced the winding up process against the customer company responsible for the non-payment of the Corporate Loan Receivable in April 2023. The hearing of the winding-up petition originally fixed on 28 June 2023 was adjourned to 7 August 2023, and the Group has been liaising with the borrower in the interim with the view of settling the outstanding repayment amount. The Group subsequently entered into a settlement agreement and deed of guarantee with the borrower of the Corporate Loan Receivable and related guarantors on 31 July 2023, with the last instalment repayable on or before 30 September 2025, which was further extended to 25 December 2025, based on the repayment scheme. Following the settlement agreement, the winding-up petition has been withdrawn on 7 August 2023. As at 30 September 2025, the outstanding principal was HK$2,500,000. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備（續） # (a) 應收企業貸款(續) 應收企業貸款自二零二零年六月起已逾期。本集團已於二零二三年四月啟動針對就未履行應收企業貸款負有責任的客戶公司的清盤程序。原定於二零二三年六月二十八日的清盤呈請聆訊押後至二零二三年八月七日，本集團在此期間一直與借款人保持聯繫，以期結清尚未償還款項。本集團其後與應收企業貸款的借款人及相關擔保人於二零二三年七月三十一日訂立和解協議及擔保契據，根據還款時間表，最後一期款項將於二零二五年九月三十日或之前償還，該日期進一步延長至二零二五年十二月二十五日。於訂立和解協議後，清盤呈請已於二零二三年八月七日撤回。於二零二五年九月三十日，未償還本金為2,500,000港元。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (b) Other receivable from subscription Other receivable from subscription represented an outstanding redemption amount arising from the redemption of a debt instrument which was expired on 18 March 2023. The debt instrument is represented by certain class C shares in a fixed-income focused fund portfolio company (the "Fund") managed by an external manager (the "Manager") and a delegated investment manager (the "Investment Manager") (all being independent third parties) which were subscribed by Sino Topper Holdings Limited ("Sino Topper"), a wholly-owned subsidiary of the Company, on 20 April 2020 at a total subscription amount of HK$60,000,000 with a term of 36 months after first issuance of any class B shares and class C shares (the "Subscription"). The Subscription was made at the material time as an investment to utilize the idle cash balance of the Group. For details of the Subscription, please refer to the announcements of the Company dated 20 April 2020 and 8 May 2020. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備（續） # (b) 認購事項中的其他應收款項 認購事項中的其他應收款項為贖回於二零二三年三月十八日到期的債務工具之尚未贖回款項。債務工具指外部經理（「管理人」）及委託投資經理（「投資管理人」）（彼等均為獨立第三方）管理的一家固收重點基金投資組合公司（「基金」）的若干C類股份，由本公司全資附屬公司中昇集團有限公司（「中昇」）於二零二零年四月二十日認購，總認購金額為60,000,000港元，期限為首次發行任何B類股份及C類股份後36個月（「認購事項」）。認購事項為於重要時刻就利用本集團的閒置現金結餘而進行的投資。有關認購事項的詳情，請參閱本公司日期為二零二零年四月二十日及二零二零年五月八日的公告。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (b) Other receivable from subscription (Continued) Prior to the Subscription, the Group performed various due diligence work on the Fund, the Manager and the Investment Manager, which include (i) conducting the necessary "know your customer" checks by obtaining their constitutional documents and statutory records to assess their background, (ii) reviewing the experience, qualifications and licenses of the Manager, the Investment Manager and the personnel in charge of the day-to-day operation of the Fund to consider their competence, (iii) reviewing the nature, composition, historical performance and future prospects of the target investments of the Fund to consider its risk profile and (iv) reviewing the material terms and conditions of the Fund including but not limited to rate of returns, target investment size, maturity period and exit mechanisms to consider their commercial reasonableness (the "Investment Risk Assessments"). The Group, having not identified any indication of high default risk of the Fund, and having assessed the terms and conditions for the Subscription based on the Investment Risk Assessments, considered that the Subscription based on such terms and conditions was fair and reasonable and was in the interest of the Company and its shareholders as a whole. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備（續） # (b) 認購事項中的其他應收款項 (續) 在進行認購事項前，本集團已對基金、管理人及投資管理人進行多項盡職審查工作，包括(i)進行「認識你的客戶」的必要查核，取得彼等的憲章文件及法定記錄，以評估彼等的背景；(ii)審閱管理人、投資管理人及基金日常營運負責人的經驗、資質及牌照，以考慮彼等的勝任能力；(iii)審閱基金目標投資的性質、組成、過往表現及未來前景，以考慮其風險狀況及(iv)審閱基金的重要條款及條件，包括但不限於收益率、目標投資規模、到期期限及退出機制，以考慮其商業合理性（「投資風險評估」）。本集團未識別到基金存在任何高違約風險跡象，並根據投資風險評估對認購事項的條款及條件作出評估，認為基於該等條款及條件的認購屬公平合理，符合本公司及其股東的整體利益。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (b) Other receivable from subscription (Continued) After the expiry date of the debt instrument (i.e. 18 March 2023), and taking into account the repayments received by Sino Topper for the partial redemption made prior to the expiry date, Sino Topper has received an aggregate of approximately HK$40,181,000 (inclusive of accrued interest) as repayments for redemption of its subscription amount with the last batch of repayments received in December 2023, after which no further repayments have been received. Despite repeated efforts made by the Directors throughout the Reporting Period to communicate with the Fund, the Manager and the Investment Manager to demand for settlement of the outstanding redemption amount, Sino Topper has not received any explanation for the delay in repayment, and no further reply has been received since June 2023. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備（續） # (b) 認購事項中的其他應收款項 (續) 於債務工具到期日（即二零二三年三月十八日）後，且計及中昇就到期日前作出的部分贖回所收取的還款，中昇已收取合共約40,181,000港元（包括應計利息）作為贖回其認購金額的還款，最後一批還款於二零二三年十二月收取，其後再無收取任何還款。儘管董事於整個報告期間多次努力與基金、管理人及投資管理人溝通，要求結清尚未贖回款項，但中昇仍未收到任何關於延遲還款的解釋，且自二零二三年六月起並未收到任何進一步的回覆。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (b) Other receivable from subscription (Continued) Between April 2024 and July 2024, Sino Topper has issued demand letters against the Fund, the Manager, the Investment Manager, and the former Responsible Officer of the Investment Manager. Sino Topper has engaged BVI lawyers in September 2024, issued a Statutory Demand against the Fund in October 2024 and completed the winding up proceedings against the Fund in the BVI on 14 April 2025. Joint liquidators have been appointed to conduct investigations into the affairs of the Fund. As at the date of this report, a total redemption amount of approximately HK$26,926,000 remains outstanding and payable to Sino Topper by the Fund and/or others. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備（續） # (b) 認購事項中的其他應收款項 (續) 於二零二四年四月至二零二四年七月期間，中昇已向基金、管理人、投資管理人及投資管理人前負責人發出催款函。中昇於二零二四年九月聘請英屬處女群島律師，並於二零二四年十月向基金發出法定償債書，且於二零二五年四月十四日在英屬處女群島完成對基金的清盤程序。聯席清盤人已獲委任就基金事務進行調查。截至本報告日期，基金及／或其他人尚未支付予中昇的贖回款項總額為約26,926,000港元。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (c) Impairment loss and key value of inputs used and assumptions adopted in impairment assessment The Group has conducted a valuation in relation to impairment assessment over the financial and contract assets (including loan receivable and other receivable) as at 30 September 2025 (the "Impairment Assessment"). The calculation adopted in expected credit loss model (the "ECL Model") to measure the ECL of the loan receivable and other receivable. The ECL Model was adopted in accordance with Hong Kong Financial Reporting Standards 9. Major inputs of the ECL Model include (i) probability of default (the "PD") of the borrowers/debtors which in turn affecting the credit specific factor by, inter alia, assessing the loss stages and checking forward looking assumptions involved; (ii) loss given default; (iii) exposure at default; and (iv) discount factor reflecting time value of money. There is no significant change in the calculation methodology and major inputs. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備(續) # (c) 减值虧損及減值評估所用主要輸入數據及所採納的假設 本集團已於二零二五年九月三十日就金融及合約資產(包括應收貸款以及其他應收款項)的減值評估進行估值(「減值評估」)。 減值評估採納預期信貸虧損模型（「預期信貸虧損模型」）來計量應收貸款以及其他應收款項的預期信貸虧損。預期信貸虧損模型乃根據香港財務報告準則第9號而採用。預期信貸虧損模型的主要輸入數據包括(i)借款人／債務人的違約概率（「違約概率」），其通過（其中包括）評估虧損階段和檢查所涉及的前瞻性假設影響信貸特定因素；(ii)違約虧損；(iii)違約風險；及(iv)反映貨幣時間價值的折現因素。計量方法及主要輸入數據均沒有重大變化。 # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (c) Impairment loss and key value of inputs used and assumptions adopted in impairment assessment (Continued) The expected credit loss rate (the "ECL rate") for the Corporate Loan Receivable was $83.3\%$ (as at 31 March 2025: $77.8\%$ ), and the provision for ECL for the Corporate Loan Receivable was approximately HK$2,082,000 with gross carrying amount of approximately HK$2,500,000 as at 30 September 2025. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備（續） # (c) 减值虧損及減值評估所用主要輸入數據及所採納的假設(續) 於二零二五年九月三十日，應收企業貸款的預期信貸虧損率（「預期信貸虧損率」）為 $83.3\%$ （於二零二五年三月三十一日： $77.8\%$ ），而應收企業貸款計提的預期信貸虧損撥備約為2,082,000港元，賬面總值約為2,500,000港元。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) Material provision for expected credit losses in relation to specific corporate loan receivable and other receivable from subscription (Continued) # (c) Impairment loss and key value of inputs used and assumptions adopted in impairment assessment (Continued) The ECL rate for other receivable from subscription in respect of the outstanding redemption amount was relatively high in the Reporting Period due to significant increase in credit risks since initial recognition due to (i) the debt instrument has matured for more than a year since March 2023, and (ii) it is uncertain whether Sino Topper is able to enter into any settlement agreements with the Fund, the Manager and the Investment Manager to secure the repayment of the outstanding redemption amount as the Fund, the Manager and the Investment Manager have not been responsive, and (iii) between April and July 2024, Sino Topper has issued demand letters to the Fund, the Manager, the Investment Manager and the former Responsible Officer of the Investment Manager for the non-payment of the outstanding redemption amount, Sino Topper has engaged BVI lawyers in September 2024, issued a Statutory Demand against the Fund in October 2024 and completed the winding up proceedings against the Fund in the BVI on 14 April 2025. Joint liquidators have been appointed to conduct investigations into the affairs of the Fund. Accordingly, the Group has provided a full provision of approximately HK$26,926,000 for other receivable in respect of the outstanding redemption amount with gross carrying amount of approximately HK$26,926,000 as at 30 September 2025. # 財務回顧(續) 有關特定應收企業貸款以及認購事項中的其他應收款項的預期信貸虧損之重大撥備(續) # (c) 减值虧損及減值評估所用主要輸入數據及所採納的假設(續) 於報告期間，有關尚未贖回款項的認購事項中的其他應收款項的預期信貸虧損率相對較高，原因是自初始確認以來，信貸風險顯著上升，此乃由於(i)自二零二三年三月起逾期超過一年的債務工具，及(ii)由於基金、管理人及投資管理人尚未回應，故中昇無法確定是否能夠與基金、管理人及投資管理人訂立任何和解協議以確保償還尚未贖回款項，及(iii)於二零二四年四月至七月期間，中昇已就未支付尚未贖回款項向基金、管理人、投資管理人及投資管理人前負責人發出催款函，中昇已於二零二四年九月聘請英屬處女群島律師，並於二零二四年十月向基金發出法定償債書，且於二零二五年四月十四日在英屬處女群島完成對基金的清盤程序。聯席清盤人已獲委任就基金事務進行調查。因此，本集團已就有關二零二五年九月三十日賬面總值約26,926,000港元的尚未贖回款項的其他應收款項悉數計提撥備約26,926,000港元。 # FINANCIAL REVIEW (Continued) # Money lending business Within the Group's money lending business, prospective borrowers are sourced from the management's business networks. A credit committee ("Credit Committee") was established and the primary responsibility of this committee is to assess and approve loans. During the credit assessment phase, multiple approval criteria are considered, including the client's income source, outstanding debt, credit history, loan history with our company and relevant assessment results obtained during the application procedure. As of 30 September 2025, the combined outstanding balances of the top two clients (as of 31 March 2025: two clients) in the money lending business equated to $100\%$ of the Group's total loan receivables (as of 31 March 2025: $100\%$ ). # 財務回顧(續) # 借貸業務 於本集團的借貸業務中，潛在借貸人來自管理層的業務網絡。信貸委員會（「信貸委員會」）已告成立，該委員會的主要職責為評估及審批貸款。信用評估階段考慮多個審批標準，包括客戶的收入來源、未償還債務、信貸記錄、與本公司的貸款記錄及申請程序中獲取的相關評估結果。 截至二零二五年九月三十日，借貸業務的前兩大客戶（截至二零二五年三月三十一日：兩名客戶）的合併未償還結餘相當於本集團應收貸款總額的 $100\%$ （截至二零二五年三月三十一日： $100\%$ ）。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) # Business model of the Group's money lending business The Group's money lending business is managed through a wholly-owned subsidiary, Fortune Shiny (Hong Kong) Limited ("Fortune Shiny"), which holds a money lenders license issued under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong). Fortune Shiny provides loan financing services to both individual and corporate clients who are third parties independent of the Company and its connected persons (as defined in the Rules (the "Listing Rules") Governing the Listing of Securities on the Stock Exchange). Corporate loans are offered to corporate clients requiring loan financing for their corporate needs, while individual loans are provided to clients who require loan financing for their personal needs. Fortune Shiny is capable of granting loan financing services to both corporate and individual clients with greater flexibility compared to licensed banks and was established to generate interest income by providing loan financing services in Hong Kong. The Group's money lending business is primarily financed through internal resources. # 財務回顧(續) # 本集團借貸業務之業務模式 本集團的借貸業務乃透過全資附屬公司富暉(香港)有限公司（「富暉」）管理，其持有根據香港法例第163章放債人條例發出之放債人牌照。富暉為獨立於本公司及其關連人士（定義見聯交所證券上市規則（「上市規則」））的第三方的個人及企業客戶提供貸款融資服務。企業貸款提供予需要貸款融資以滿足企業需求的企業客戶，而個人貸款則提供予需要貸款融資以滿足個人需求的客戶。 富暉可向企業和個人客戶提供貸款融資服務，與持牌銀行相比具有更大的靈活性，並透過在香港提供貸款融資服務赚取利息收入。本集團的借貸業務主要由內部資源撥付。 # FINANCIAL REVIEW (Continued) # Credit assessment policy Loan applications are evaluated and processed on a case-by-case basis, with each application assessed based on its individual merit. Prior to granting loans, the management conducts a financial background and credit check procedure. The process for loan application involves collecting customer information including identity and financial documents, performing a customer due diligence check to verify identity and understand the purpose of the loan, conducting a background check including legal and property ownership searches, performing a valuation check on the collateral, conducting a credit assessment to determine the borrower's ability to repay, and performing an assessment to ensure compliance with the relevant requirements and regulations of anti-money laundering and counter-terrorist financing. The details of each step may vary depending on the specific circumstances of the loan application. Overall, the loan application process involves a thorough evaluation of the borrower's financial standing, legal and financial history, collateral, and ability to repay the loan. By performing these checks and assessments, the Group can reduce the risk of default and ensure that their loans are being used for legitimate purposes. # 財務回顧(續) # 信貸評估政策 信貸申請按個別情況評估及處理，每項申請均根據其個別價值進行評估。於發放貸款前，管理層會進行財務背景及信用檢查程序。 貸款申請的過程涉及收集客戶資料（包括身份和財務文件），進行客戶盡職調查以核實身份並了解貸款目的，進行背景調查（包括法律和財產所有權調查），對抵押品進行估值檢查，進行信用評估以確定借款人的還款能力，並進行評估以確保遵守反洗錢和反恐融資的相關規定及規例。各步驟的詳情或會因貸款申請的具體情況而有所差異。 整體而言，貸款申請過程包括對借貸人的財務狀況、法律和財務記錄、抵押品和償還貸款的能力進行全面評估。通過進行該等檢查和評估，本集團可以減少違約風險，確保其貸款用於合法目的。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) Ongoing monitoring of loan recoverability and loan collection To ensure recoverability, the Group places particular emphasis on the financial background, assets or capital base, repayment ability, and reputation of the borrower when establishing loan terms. The manager communicates with borrowers regularly to monitor the recoverability of loans and assess the conditions of the borrowers. Any delays in payment or defaults on significant terms of the loan agreement are reported to the management. To mitigate risk and potential credit losses, various measures may be implemented, including but not limited to revising repayment terms, executing a settlement agreement, and/or initiating legal proceedings against the borrower to recover any late payments and default interest. These measures are taken after considering the normal market practice and the actual circumstances during the credit collection processes and negotiations with the relevant customers with the ultimate goal of reducing the possibility of credit losses. # 財務回顧(續) 持續監測貸款可收回性及貸款催收 為確保可收回性，本集團於確定貸款條件時特別強調借貸人的財務背景、資產或資本基礎、還款能力及信譽。管理人定期與借貸人溝通，以監測貸款的可收回性並評估借貸人的狀況。任何延遲還款或違反貸款協議重要條款的情況均會報告管理層。為減少風險和潛在的信貸虧損，本公司或會採取各種措施，包括但不限於修改還款條件、簽署和解協議及／或對借貸人提起法律訴訟以收回任何逾期付款和違約利息。採取該等措施前已經考慮一般市場慣例和征信過程中的實際情況，並與相關客戶進行磋商，最終目的為降低信貸虧損的可能性。 # FINANCIAL REVIEW (Continued) # Credit committee To manage credit risk and operations, the Credit Committee has been established. As at 30 September 2025, the Credit Committee consisted Mr. Bai Huawei and Ms. Xia Liping, with full authority to handle all credit-related matters of Fortune Shiny. All loans must be approved by the Credit Committee, following the authorization matrix for final approval. The primary responsibilities of the Credit Committee include approving and supervising the Group's money lending business and monitoring the loan portfolio. The Credit Committee is also responsible for overseeing compliance and governance matters such as regularly reviewing and modifying the money lending policy to be in line with changes in the market environment. # Major terms of loans granted Under the Group's money lending business for the Reporting Period, the loans were granted with a credit period of 6-24 months for the loan to its personal customers with interest rate of $8\% -15\%$ per annum (as at 31 March 2025: 6-24 months for the loan to its personal customers with interest rate of $8\% -15\%$ per annum). The loan to a corporate customer is interest-free, and secured by personal guarantee. # 財務回顧(續) # 信貸委員會 為管理信貸風險和業務，本公司成立信貸委員會。於二零二五年九月三十日，信貸委員會由白華威先生及夏莉萍女士組成，全權處理富輝所有信貸相關事宜。所有貸款必須由信貸委員會批准，按照權限矩陣進行最終批准。 信貸委員會的主要職責包括批准和監督本集團的借貸業務和監測貸款組合。信貸委員會亦負責監督合規和治理事項，如定期審查和修改借貸政策，以適應市場環境的變化。 # 已授出貸款的主要條款 本集團於報告期間的借貸業務中，為個人客戶提供之貸款信貸期為六至二十四個月，年利率為 $8\%$ 至 $15\%$ （於二零二五年三月三十一日：信貸期為六至二十四個月，年利率為 $8\%$ 至 $15\%$ ）。向企業客戶提供的貸款均為免利息且由個人擔保作抵押。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) # Breakdowns of material loan receivables As of 30 September 2025, the Group had a total outstanding loan principal amount of approximately HK\(5,300,000 (as at 31 March 2025: approximately HK\)7,700,000) before taking into account the ECL. The outstanding principal amounts relate to the Corporate Loan Receivable, which was a corporate loan, and one other personal loan (as at 31 March 2025: one corporate loan and one other personal loan). The corporate loan accounted for \(47.2\%\) of the outstanding principal amounts of HK\)5,300,000 (as at 31 March 2025: the corporate loan accounted for \(63.6\%\) of the outstanding principal amount of HK\)7,700,000). The interest rate for the principal amount of the personal loan was $15\%$ per annum (as at 31 March 2025: the interest rate for the principal amount of the two personal loans were $8\%$ to $15\%$ per annum). The corporate loan receivable accounts as of 30 September 2024 was secured by personal guarantees. # Loan interest income For the Reporting Period, the total loan interest income from the Group's money lending business was approximately HK $245,000 (six months ended 30 September 2024: approximately HK$ 117,000). # 財務回顧(續) # 重大應收貸款明細 截至二零二五年九月三十日，本集團有未償還貸款本金總額為約5,300,000港元（於二零二五年三月三十一日：約7,700,000港元）（未計及預期信貸虧損）。未償還本金額與應收企業貸款（為一筆企業貸款及一筆其他個人貸款）（於二零二五年三月三十一日：一筆企業貸款及一筆其他個人貸款）有關。該企業貸款佔未償還本金額5,300,000港元的47.2%（於二零二五年三月三十一日：企業貸款佔未償還本金額7,700,000港元的63.6%）。 個人貸款本金的年利率為 $15\%$ （於二零二五年三月三十一日：兩筆個人貸款本金的年利率介乎 $8\%$ 至 $15\%$ ）。截至二零二四年九月三十日，應收企業貸款款項均由個人擔保作抵押。 # 贷款利息收入 於報告期間，本集團借貸業務的貸款利息收入總額約為245,000港元（截至二零二四年九月三十日止六個月：約117,000港元）。 # FINANCIAL REVIEW (Continued) # Profit attributable to owners of the Company For the Reporting Period, the Group recorded a net profit attributable to the owners of the Company of approximately HK\(1,080,000, as compared with net loss attributable to owners of the Company of approximately HK\)10,563,000 for the corresponding period in 2024. The turnaround from loss to profit was mainly attributable to (i) a sizable foundation construction project was performed by the Group; (ii) a decrease in general and administrative expenses; (iii) a gain on disposal of financial assets at FVTPL approximately HK\)1,339,000; and (iv) gain on disposal and deregistration of subsidiaries of approximately HK$985,000 was recognised. # 財務回顧(續) # 本公司擁有人應佔溢利 於報告期間，本集團錄得本公司擁有人應佔溢利淨額約1,080,000港元，而二零二四年同期錄得本公司擁有人應佔虧損淨額約10,563,000港元。該由虧轉盈主要由於(i)本集團承建了一項大型地基建築項目；(ii)一般及行政開支減少；(iii)出售按公平值計入損益之金融資產之收益約1,339,000港元；及(iv)錄得出售及註銷附屬公司之收益約985,000港元。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) Subscription of new shares under general mandate References are made to the Company's announcements dated 15 August 2025 and 26 August 2025 (the "2025 Announcements"). In order to broaden the shareholder and capital base of the Company and strengthen the financial position of the Group, the Company entered into a subscription agreement with Zhongshen Xihe Enterprise Limited as the subscriber to allot and issue 23,040,000 Shares (the "Subscription Shares") at a subscription price of HK$0.215 per Subscription Share (the "2025 Subscription") which raised net proceeds of approximately HK$4.8 million (the "2025 Net Proceeds A"), representing a net issue price (i.e. the subscription price less cost and expenses incurred in the 2025 Subscription) of approximately HK$0.208 per Subscription Share. The closing price per Share as quoted on the Stock Exchange on 15 August 2025 was HK$0.239. The aggregate nominal value of the Subscription Shares issued was HK$2,304,000. The 2025 Subscription was completed on 26 August 2025. The Company intends to apply the 2025 Net Proceeds A by 31 December 2025 as the funding of general working capital of the Group as disclosed in the 2025 Announcements. # 財務回顧(續) 根据一般授權認購新股份 兹提述本公司日期為二零二五年八月十五日及二零二五年八月二十六日之公告（「二零二五年公告」）。為擴大本公司股東及資本基礎以及鞏固本集團財務狀況，本公司與中深熙和實業有限公司（作為認購方）訂立認購協議，按每股認購股份0.215港元的認購價配發及發行23,040,000股股份（「認購股份」）（「二零二五年認購事項」），募集所得款項淨額約4.8百萬港元（「二零二五年所得款項淨額A」），即每股認購股份的淨發行價（即認購價扣除二零二五年認購事項所產生之成本及開支）約為0.208港元。於二零二五年八月十五日在聯交所所報每股股份收市價為0.239港元。所發行認購股份之總面值為2,304,000港元。二零二五年認購事項於二零二五年八月二十六日完成。 誠如二零二五年公告所披露，本公司擬於二零二五年十二月三十一日前將二零二五年所得款項淨額A用於本集團的一般營運資金。 # FINANCIAL REVIEW (Continued) Subscription of new shares under general mandate (Continued) # 財務回顧(續) 根据一般授權認購新股份(續) <table><tr><td colspan="2">Intended use of 2025 Net Proceeds A 二零二五年所得款項淨額A之擬定用途</td><td>Planned use of proceeds as disclosed in the 2025 Announcements 二零二五年 公告所披露之 所得款項 計劃用途 HK$'000 (approximately) 千港元 (概約)</td><td>Amount utilised during the Reporting Period 於報告期間 已動用金額 HK$'000 (approximately) 千港元 (概約)</td><td>Unutilised 2025 Net Proceeds A as at 30 September 2025 於二零二五年 九月三十日之 未動用二零二五年 所得款項淨額A HK$'000 (approximately) 千港元 (概約)</td><td>Expected timeline for unutilised proceeds 未動用所得款項 預期時間表</td></tr><tr><td>General working capital of the Group</td><td>本集團一般營運資金</td><td></td><td></td><td></td><td rowspan="4">31 December 2025 二零二五年 十二月三十一日</td></tr><tr><td>- director's fee, remuneration and staff salaries</td><td>-董事袍金、薪酬及 員工薪金</td><td>3,600</td><td>2,965</td><td>635</td></tr><tr><td>- legal and professional fees</td><td>-法律及專業費用</td><td>700</td><td>226</td><td>474</td></tr><tr><td>- rental expense</td><td>-租賃開支</td><td>500</td><td>475</td><td>25</td></tr><tr><td></td><td></td><td>4,800</td><td>3,666</td><td>1,134</td><td></td></tr></table> The remaining unutilised 2025 Net Proceeds A as at 30 September 2025 were placed as bank balances with a licensed bank in Hong Kong and will be applied in the manner consistent with the intended use as disclosed in the 2025 Announcements. 於二零二五年九月三十日，餘下未動用二零二五年所得款項淨額A已作為銀行結餘存放於一間香港持牌銀行並將以與二零二五年公告所披露之擬定用途一致的方式動用。 # Management Discussion and Analysis (Continued) 管理層討論及分析（續） # FINANCIAL REVIEW (Continued) # Rights issue References are made to the Company's announcements dated 17 January 2025 and 8 May 2025, and the prospectus dated 26 March 2025 (the "Prospectus"). In order to bolster its working capital and to ensure 12 months of operational funding amid a sluggish Hong Kong construction market, the Company (pursuant to an ordinary resolution passed at the extraordinary general meeting of the Company on 13 March 2025) issued 115,200,000 ordinary Shares (the "Rights Share(s)") to qualifying Shareholders at the subscription price of HK\(0.2 per Rights Share on the basis of one Rights Share for every one existing ordinary Share of the Company held on 25 March 2025 (the "Rights Issue"), which raised net proceeds of approximately HK\)21.7 million ("2025 Net Proceeds B"). The said subscription price represented a discount of approximately \(29.82\%\) to the closing price of HK\)0.285 per Share as quoted on the Stock Exchange on 17 January 2025. The aggregate nominal value of the Rights Shares issued was HK$11,520,000, and the net subscription price per Rights Share (i.e. the subscription price less cost and expenses incurred in the Rights Issue) was approximately HK\)0.1881. # 財務回顧(續) # 供股 兹提述本公司日期為二零二五年一月十七日及二零二五年五月八日的公告及日期為二零二五年三月二十六日的供股章程（「供股章程」）。為增強其營運資金及確保在香港建設市場疲弱的情況下仍有十二個月的營運資金，本公司（根據本公司於二零二五年三月十三日於股東特別大會上通過的普通決議案）向合資格股東按本公司於二零二五年三月二十五日每持有一股現有普通股獲發一股供股股份的基準，以認購價每股供股股份0.2港元發行115,200,000股普通股（「供股股份」）（「供股」），募集所得款項淨額約21.7百萬港元（「二零二五年所得款項淨額B」）。上述認購價較股份於二零二五年一月十七日於聯交所提供之報之收市價每股股份0.285港元折讓約 $29.82\%$ 。已發行供股股份之總面值為11,520,000港元，及每股供股股份認購價淨額（即認購價減供股產生的成本及開支）約為0.1881港元。 # FINANCIAL REVIEW (Continued) # Rights issue (Continued) The Rights Issue was completed on 9 May 2025. The Company had received a total of 14 valid applications and acceptances for a total of 40,491,810 Rights Shares provisionally allotted under the Rights Issue (representing approximately \(35.15\%\) of the total number of Rights Shares offered under the Rights Issue). There were 74,708,190 unsubscribed Rights Shares (representing approximately \(64.85\%\) of the total number of Rights Shares offered under the Rights Issue), which were all subsequently placed to independent third parties by the placing agent at the price of HK\\(0.2 per Share (equivalent to the Subscription Price). The Company intends to apply the 2025 Net Proceeds B by 31 December 2025 as the funding of the construction segment of the Group and general working capital of the headquarter as disclosed in the Prospectus. # 財務回顧(續) # 供股（續） 供股於二零二五年五月九日完成。本公司已接獲合共14份有效申請及接納，涉及供股項下暫定配發之合共40,491,810股供股股份（相當於供股項下提呈發售之供股股份總數約 $35.15\%$ ）。74,708,190股未獲認購供股股份（相當於供股項下提呈發售之供股股份總數約 $64.85\%$ ），其後由配售代理按每股股份0.2港元之價格（相等於認購價）全部配售予獨立第三方。誠如供股章程所披露，本公司擬於二零二五年十二月三十一日前將二零二五年所得款項淨額B用作本集團建築分部的資金及總部的一般營運資金。 <table><tr><td></td><td rowspan="2">Planned use of proceeds as disclosed in the Prospectus 供股章程 所披露之 所得款項 計劃用途 HK$'000 (approximately) 千港元 (概約)</td><td rowspan="2">Amount utilised during the Reporting Period</td><td rowspan="2">Unutilised 2025 Net Proceeds B as at 30 September 2025 於二零二五年九月三十日之 未動用二零二五年所得款項淨額B HK$'000 (approximately) 千港元 (概約)</td><td rowspan="2">Expected timeline for unutilised proceeds 未動用所得款項預期時間表</td></tr><tr><td>Intended use of 2025 Net Proceeds B 二零二五年所得款項淨額B之擬定用途</td></tr><tr><td>Funding of the construction segment 本集團建築分部的 of the Group and general working capital of the headquarter 資金及總部的 一般營運資金</td><td>21,672</td><td>21,672</td><td>-</td><td>N/A 不適用</td></tr></table> # FINANCIAL REVIEW (Continued) Use of net proceeds from the placing in 2016 References are made to the Company's announcement on 29 November 2016 (the "2016 Announcement") in relation to placing of 160,000,000 new ordinary shares of the Company (the "2016 Placing") which raised net proceeds of approximately HK$134.0 million (the "2016 Net Proceeds") and the announcements in relation to change in use of proceeds from the 2016 Placing dated 2 October 2018 (the "2018 Announcement"), 17 August 2021 (the "2021 Announcement"), 3 January 2023 (the "2023 A