敏捷控股有限公司 NIMBLE HOLDINGS COMPANY LIMITED NIMBLE HOLDINGS COMPANY LIMITED (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock code: 186) INTERIM REPORT 2024 INTERIM REPORT 2024 中 期 報 告 敏 捷 控 股 有限公司 (於開曼群島註冊成立並於百慕達繼續經營之有限公司) (股份代號：186) 中期報告 2024 目錄 頁次 公司資料2 簡明綜合損益表3 簡明綜合損益及其他全面收益表4 簡明綜合財務狀況表5 簡明綜合權益變動表7 簡明綜合現金流量表8 未經審核簡明綜合中期財務報表附註 10 管理層討論及分析 36 其他資料 48 公司資料 董事會 執行董事 譚炳照先生 鄧向平先生 嚴國浩先生 梁敏玲女士 胡德勝先生 獨立非執行董事 林金鶯博士 陸正華博士 葉恒青博士 審核委員會 陸正華博士（主席） 林金鶯博士 葉恒青博士 薪酬委員會 林金鶯博士（主席） 陸正華博 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司 （於開曼群島註冊成立並於百慕達繼續經營之有限公司） （股份代號：186） 截至二零二四年九月三十日止六個月之 中期業績公告 中期業績 敏捷控股有限公司（「本公司」）之董事（「董事」）會（「董事會」）宣佈本公司及其附 屬公司（「本集團」）截至二零二四年九月三十日止六個月（「本期間」）之未經審核簡 明綜合中期業績，連同截至二零二三年九月三十日止六個月（「相應期間」）之比較 數字及經選定之詮釋附註如下： 簡明綜合損益表 截至二零二四年九月三十日止六個月 （未經審核） | --- | --- | --- | --- | |----------------------|-------|----------------------|-------------| | | | 截至以下日期止六個月 | | | | | 二零二四年 | 二零 ...

Corporate Governance and Leadership - Tan Bingzhao, aged 60, has been the Executive Director, Chairman of the Board, and CEO since December 2, 2017, and has extensive experience in property development and investment in China[25] - Deng Xiangping, aged 60, has been an Executive Director since December 2, 2017, with extensive experience in the real estate development and construction industry[26] - Yan Guohao, aged 38, was appointed as an Executive Director on March 31, 2023, with extensive experience in the real estate development industry[27] - Hu Desheng, aged 58, was appointed as an Executive Director on March 20, 2024, with extensive experience in real estate development and cultural tourism industries[28] - Dr. Lin Jinying, aged 61, has been an Independent Non-Executive Director since December 2, 2017, and holds a Ph.D. in Food Engineering from South China University of Technology[30] - Dr. Lu Zhenghua, aged 61, has been an Independent Non-Executive Director since December 2, 2017, and is a non-practicing member of the Chinese Institute of Certified Public Accountants[31] - Dr. Ye Hengqing, aged 52, has been an Independent Non-Executive Director since December 2, 2017, and is a professor at the Hong Kong Polytechnic University[33] Financial Performance and Revenue - Revenue from China property development increased from HKD 393 million to HKD 2,087 million, a 431% increase, with delivery area rising from 70,300 sqm to 282,200 sqm[66][72] - The company recorded a total revenue of HKD 2,230 million, a 285% increase compared to the previous year, primarily driven by property development sales[71] - China property development segment contributed a profit of HKD 183 million after deducting impairment losses on properties under development and completed properties held for sale[66] - Emerson's revenue increased by 29% from HKD 55 million to HKD 71 million, driven by higher demand for audio and home products, though the segment recorded a loss of HKD 26 million[67][71] - The company achieved a net profit attributable to owners of HKD 132 million, compared to a net loss of HKD 87 million in the previous year[71] - Contract sales for the year amounted to RMB 886 million, with 110,500 sqm sold at an average price of RMB 8,000 per sqm, down from RMB 1,728 million and 201,900 sqm in the previous year[86] - The company completed the sale of the Ningbo project in May 2023, recording a gain of HKD 28 million[71] - Other income of HKD 24 million was recognized from the settlement of an Emerson-related lawsuit[71] Business Operations and Strategy - The company's main business is investment holding, with the main businesses of its subsidiaries detailed in Note 40 of the consolidated financial statements[37] - The company's land reserve at the end of the year remained stable at 72,400 sqm of gross floor area and 55,400 sqm of saleable area[79] - The company plans to focus on existing property development projects, strengthen cost control, and expand distribution channels for Emerson in the US[68][69] Corporate Social Responsibility and Agreements - No charitable donations were made by the company during the year (Corresponding year: none)[22] - No stock-linked agreements were entered into by the company during the year or the corresponding year, and none were in place as of March 31, 2024, or March 31, 2023[22]

截至二零二四年三月三十一日止年度之 末期業績公告 綜合損益及其他全面收益表 截至二零二四年三月三十一日止年度 2 | --- | --- | --- | --- | |----------------------|-------|-----------------------|---------------------| | | | | | | | 附註 | 二零二四年 百萬港元 | 二零二三年 百萬港元 | | 非流動資產 | | | | | 機器及設備 | | 2 | 15 | | 使用權資產 | | 3 | 3 | | 遞延所得稅資產 | | 1 | 1 | | 品牌及商標 | | | | | | | – | – | | 商譽 | | – | – | | 於一間合營企業的投資 | | – | – | | 其他資產 | | –* | 1 | | | | 6 | 20 | | --- | --- | --- | |----------------------|------------|------------| | | 二零二四年 | 二零二三年 | | | 百萬港元 | 百萬港元 | | | | | | ...

持作出售之物業 | --- | --- | --- | --- | --- | |----------|-----------------------|---------------------------------|-----------------------|-------------------------------| | | 二零二三年 | 權益建築面積約數 \n二零二三年 | 二零二三年 | 權益可售面積約數 \n二零二三年 | | 位置 | 九月三十日 （平方米） | 三月三十一日 （平方米） | 九月三十日 （平方米） | 三月三十一日 （平方米） | | 河南鞏義 | 3,100 | 3,100 | – | – | | 湖南永州 | 69,300 | 69,300 | 55,400 | 55,400 | | 總計 | 72,400 | 72,400 | 55,400 | 55,400 | 中國家用電器業務 業務前景 就Emerson的營運而言，本集團預期將持續擴展現有及新分銷渠道，開發全新產品並向美 國零售商推廣。本集團還預計美國對本公司從中國進口的產品類別徵收的當前和擬議關 稅，中國對 ...

– 6 – (ii) 本 集 團 並 無 收 到 任 何 指 示 或 請 求 或 要 求 償 還 應 付 關 聯 方 款 項。 (i) 截 至 二 零 二 三 年 九 月 三 十 日，本 集 團 擁 有 五 個 物 業 發 展 項 目 由 附 屬 公 司 持 有，及 一 個 項 目 由 合 營 企 業 持 有。本 集 團 已 開 始 預 售 全 部 項 目 的 發 展 中 物 業，且 於 二 零 二 三 年九月三十日已收到相關按金約2,374,000,000港 元。本 集 團 預 計 在 報 告 期 末 後 未 來 十 二 個 月 內 將 通 過 預 售 活 動 及 持 作 出 售 之 已 竣 工 物 業 銷 售 持 續 產 生 現 金 流 入。 上 述 措 施 的 最 終 結 果 無 法 確 定。因 此，存 在 重 大 不 確 定 性 而 可 能 會 對 本 集 團 繼 續 持 續 經 營 的 能 力 構 成 重 大 疑 問。考 慮 到 上 述 措 施 的 可 能 性 及 預 期 結 果，並 在 評 估 本 集 團 當 前 及 未 來 現 金 流 量 需 求 及 狀 況 後，董 事 認 為 本 集 團 將 ...

執行董事 根據本公司之公司細則（「公司細則」）第84(1)條，嚴國浩先生、梁敏玲女士及陸正華博士將於本公司應 屆股東週年大會（「股東週年大會」）上輪值告退且彼等均符合資格並願意於股東週年大會上接受重選。 董事之履歷載於本年報第13至14頁。 董事於交易、安排或合約中之權益 除本年報第21至22頁及綜合財務報表附註37所披露者外，董事或與董事有關連之實體於本公司或其任 何附屬公司於本年度任何時間或於本報告日期訂立之任何重大交易、安排或合約中概無直接或間接擁 有重大權益。 於本年度及直至本年報日期，概無董事於與本集團業務直接或間接構成競爭或可能構成競爭之任何業 務中擁有任何權益。 全體現任獨立非執行董事均已於二零二一年二月一日與本公司訂立委任函，固定年期為三年，自二零 二零年十二月二日擔任獨立非執行董事起計，且需重選連任。 上述僱傭合約及委任函概不可於一年內毋須支付賠償（法定賠償除外）而予以終止。 於本年度，概無訂立或存續任何有關管理本公司全部或任何重大部分業務的合約（僱傭合約除外）。 於結算日後發生之重大事項詳情載於綜合財務報表附註41。 獨立核數師 (iii) 439,180,000股股份由Merchant ...

* 該金額低於1,000,000港 元。 綜合損益表 截至二零二三年三月三十一日止年度 年度虧損 (146) (105) – 2 – 其 他 全 面 收 益，除 稅 後 年度全面開支總額 (161) (94) 非控制性權益 －來 自 持 續 經 營 業 務 (64) (5) －來 自 已 終 止 經 營 業 務 – –* – 3 – | --- | --- | --- | |----------------------|-------|-------| | | | | | 非流動資產 | | | | 機器及設備 | 15 | 3 | | 使用權資產 | 3 | 4 | | 遞延所得稅資產 | 1 | 2 | | 品牌及商標 | – | – | | 商 譽 | – | – | | 於一間合營企業的投資 | – | – | | 其他資產 | 1 | 1 | | | | | | | 20 | 10 | 非流動負債 資本及儲備 權益總額 245 404 1. 一般資料 2. 持續經營基準 二零二三年 二零二二年 附 註 百萬港元 百萬港元 截至二零二三年三月三十一日止年度之 末期業績公告 – 1 – | --- | ...

Financial Performance - For the six months ended September 30, 2022, the company reported revenue of HKD 233 million, an increase from HKD 127 million in the same period last year, representing an 83% growth[6] - Gross profit for the same period was HKD 36 million, compared to HKD 13 million in the previous year, indicating a significant improvement[6] - The company incurred a loss before tax of HKD 21 million, a reduction from a loss of HKD 58 million in the corresponding period last year, reflecting a 64% improvement[6] - The total loss for the period was HKD 26 million, down from HKD 67 million in the previous year, marking a 61% decrease[8] - The company reported a loss of HKD 26 million for the six months ended September 30, 2022, compared to a loss of HKD 60 million in the corresponding period[19] - The group recorded revenue of HKD 233 million for the period ending September 30, 2022, representing an increase of approximately 83% compared to HKD 127 million for the corresponding period[85] - The group reported an unaudited loss attributable to shareholders of HKD 26 million, an improvement of about 54% from a loss of HKD 56 million in the corresponding period[85] Cash Flow and Liquidity - The company's cash and bank balances as of September 30, 2022, stood at HKD 1,457 million, a decrease from HKD 1,589 million as of March 31, 2022[10] - Operating cash flow before changes in working capital for the six months ended September 30, 2022, was negative HKD 26 million, compared to negative HKD 66 million for the same period in 2021[15] - The company reported a net cash outflow from financing activities of HKD 480 million for the six months ended September 30, 2022, compared to a net inflow of HKD 1,369 million in the same period of the previous year[16] - The company’s total cash and cash equivalents, including restricted bank deposits, were HKD 1,457 million as of September 30, 2022[57] - The company has taken measures to alleviate liquidity pressure and improve its financial position, including optimizing human resources and controlling capital expenditures[22] Assets and Liabilities - Current assets totaled HKD 8,764 million, down from HKD 9,273 million at the end of the previous fiscal year[10] - Current liabilities were reported at HKD 5,572 million, slightly up from HKD 5,405 million as of March 31, 2022[10] - The total liabilities, including non-current liabilities, amounted to HKD 2,842 million, down from HKD 3,474 million, indicating a reduction of about 18.2%[11] - The company’s total liabilities to equity ratio improved to approximately 7.9 as of September 30, 2022, compared to 8.6 as of March 31, 2022, indicating a strengthening of the balance sheet[11] - The group's assets as of September 30, 2022, totaled HKD 8,773 million, while liabilities were HKD 8,414 million, indicating a stable financial position[33] Revenue Streams - Revenue from property sales to external customers was HKD 119 million, while sales of home appliances, wires, and cables amounted to HKD 88 million[27] - Revenue from the Chinese market was HKD 207 million, compared to HKD 98 million in the previous year, showcasing strong growth in this region[35] - The segment for home appliances reported revenue of HKD 98 million, showing a recovery from the previous period[30] - Revenue from the home appliance, wire, and cable trade in China decreased to HKD 88 million, down approximately 10% from HKD 98 million in the corresponding period[94] Development and Projects - The company has initiated pre-sales for all its properties under development, receiving deposits of approximately HKD 2,763 million as of September 30, 2022, up from HKD 2,305 million as of March 31, 2022[21] - The company has seven property development projects as of September 30, 2022, consistent with the number as of March 31, 2022[21] - The total contracted sales for the period, including the Ningxiang project, amounted to approximately RMB 823 million, with an average selling price of RMB 8,700 per square meter[88] - The total gross floor area of ongoing projects increased to approximately 1,121,700 square meters, up from 837,900 square meters in the previous year[89] Shareholder Information - The total issued and paid-up capital as of September 30, 2022, was HKD 55 million, with 5,492,233 shares issued[76] - Mr. Tam holds a total of 3,616,712,779 shares, representing approximately 73.85% of the issued share capital[110] - Sino Bright Enterprises Co., Ltd. owns 1,023,463,423 shares, accounting for 18.63% of the issued share capital[113] Corporate Governance - The board confirms compliance with all principles and provisions of the corporate governance code during the reporting period[118] - The company has adopted the standard code of conduct for securities transactions by directors, confirming compliance during the reporting period[122] - The audit committee has reviewed and confirmed the unaudited interim results for the period, agreeing on all accounting treatments adopted[124]

Revenue and Financial Performance - Revenue for the fiscal year reached HKD 423 million, a 112% increase compared to the previous year's HKD 200 million, driven by property development sales and trade business growth[7] - Revenue for the year increased by 112% to HKD 423,000,000, primarily due to the first-time recognition of property development sales from the Ningxiang project, contributing HKD 195,000,000[14] - Revenue for the year 2022 increased to HKD 423 million from HKD 200 million in 2021, representing a significant growth[172] - Gross profit for 2022 was HKD 70 million, up from HKD 32 million in 2021[172] - The company reported a net loss of HKD 105 million for 2022, compared to a net loss of HKD 58 million in 2021[172] - Loss from continuing operations for 2022 was HKD 98 million, compared to HKD 68 million in 2021[172] - Loss from discontinued operations for 2022 was HKD 7 million, compared to a profit of HKD 10 million in 2021[172] - Total comprehensive loss for 2022 was HKD 94 million, compared to HKD 54 million in 2021[174] - The company's shareholders' loss from continuing operations was HKD 90 million in 2022, compared to HKD 51 million in 2021[172] - Non-controlling interests' loss from continuing operations was HKD 8 million in 2022, compared to HKD 17 million in 2021[172] - Basic and diluted loss per share from continuing and discontinued operations was HKD 1.77 in 2022, compared to HKD 1.57 in 2021[172] - The company reported a net loss attributable to shareholders of HKD 97 million, a 13% increase from the previous year's HKD 86 million loss[7] - The company recorded a net loss attributable to shareholders of HKD 97,000,000, an increase of 13% compared to the previous year's loss of HKD 86,000,000[14] - The company reported a net loss of HKD 156 million in 2022, compared to a net loss of HKD 67 million in 2021[177] - The company reported a net loss of HKD 98,000,000 for the current year, compared to a net loss of HKD 68,000,000 in the previous year[192] Property Development Business - Property development business recorded confirmed sales revenue of approximately HKD 195 million from the Ningxiang project, contributing significantly to the revenue increase[7] - The company achieved total equity contract sales of approximately RMB 1.92 billion, with a total sales area of 222,050 square meters and an average selling price of RMB 8,700 per square meter[9] - The Ningxiang project delivered some units in early 2022, marking the first confirmed sales revenue in the property development segment[5] - The company did not acquire new land plots during the year but plans to expand land reserves and seek partnerships for future growth in property development[9] - The company's property development business expanded to 8 land parcels across 7 cities in China, with 7 ongoing projects[16] - Contract sales for the year totaled RMB 1,923,000,000, with 222,050 square meters sold at an average price of RMB 8,700 per square meter[17] - The Ningxiang project contributed RMB 160,000,000 in confirmed sales revenue, with 36,900 square meters sold at an average price of RMB 4,300 per square meter[16] - The company plans to focus on property development in China and explore overseas property development opportunities[12] - The company aims to increase land reserves through land auctions and strengthen sales efforts for ongoing property projects[12] - Total under development projects' GFA (Gross Floor Area) is approximately 1,081,500 square meters, with salable area of 898,700 square meters[18] - Completed salable area in Ningxiang project is 42,800 square meters, with 36,900 square meters sold, leaving 5,900 square meters remaining as properties held for sale[19] - Total land reserve GFA is approximately 168,300 square meters, with salable area of 135,700 square meters across 3 cities/regions[20] - The company believes property sales will recover soon due to sufficient funding sources and small-scale operations[24] - Revenue from the sale of property development units accounted for approximately 46% of the company's total revenue for the year ended March 31, 2022[164] - The company's management assessed the net realizable value of properties under development and completed properties held for sale and concluded that no impairment was necessary[163] - The company's revenue recognition for property development units is based on the fulfillment of specific conditions, including the signing of sales agreements, receipt of deposits, and customer acceptance of the properties[164] - The company's external valuation reports and management's assessment of net realizable value were reviewed by the auditors, who also evaluated the qualifications and objectivity of the external valuers[163] - The auditors conducted site visits and discussions with management to assess the progress and budget forecasts for property development projects[163] - The company's revenue recognition policies for property development units were evaluated against current accounting standards, and sample checks were performed on documents proving customer acceptance[164] - The company's current ratio decreased to 1.72 as of March 31, 2022, from 1.82 as of March 31, 2021, primarily due to increased contract liabilities and interest-bearing bank loans from the property development business in China[27] - The company added approximately RMB 1,000,000,000 (approximately HKD 1,234,000,000) in new bank loans during the year, with interest rates ranging from 4.4% to 7.5%, and the effective interest rate of the total bank loan portfolio was approximately 5.63% as of March 31, 2022[28] - The company's capital commitments for properties under development increased to HKD 2,453,000,000 as of March 31, 2022, from HKD 1,351,000,000 as of March 31, 2021[37] - The company's total book value of properties under development pledged as security for bank loan financing was HKD 2,772,000,000 as of March 31, 2022[33] - The company's property development business in China is the primary source of emissions, mainly from gasoline and diesel consumption by vehicles[142] - The company received deposits of approximately HKD 2,305,000,000 from pre-sales of properties under development as of March 31, 2022, compared to HKD 281,000,000 in the previous year[194] - The company secured bank loan financing of approximately HKD 1,729,000,000 for property development projects in China, with HKD 1,234,000,000 utilized as of March 31, 2022[195] - The remaining property development projects had a total book value of approximately HKD 4,641,000,000 as of March 31, 2022, which could be used as collateral for further bank financing[195] - The company expects to generate cash inflows from pre-sales and completed property sales within the next 12 months[194] Discontinued Operations and Asset Sales - The company sold its franchise business, generating a profit of HKD 5 million, with most proceeds reinvested into property development in China[6] - The company terminated its China IT services business to reallocate resources towards property development and other core operations[6] - The company sold Unijoy Limited for HKD 60,000,000, and the franchise business was reclassified as discontinued operations, with HKD 7,000,000 in revenue from the franchise business not included in total revenue[15] - The company terminated its China IT services business, which had not generated any revenue in the past two years[15] - Unijoy Group's terminated operations generated HKD 7 million in revenue, with a loss of HKD 7 million, partially offset by HKD 5 million gain from disposal[23] - The company sold Unijoy Group for HKD 60,000,000, with a gain of HKD 5,000,000 recognized in the consolidated income statement for the year[29] - The company sold Unijoy Limited for a consideration of HKD 60,000,000, with potential adjustments based on net asset value[75] - The sale of Unijoy Limited constituted a major transaction under the Listing Rules, requiring shareholder approval[76] - Net cash inflow from the sale of a subsidiary amounted to HKD 32 million[182] Home Appliance and Distribution Business - Emerson's home appliance and audio-visual product distribution business in the U.S. saw increased sales due to higher online shopping trends during the pandemic[10] - The China home appliance business grew despite pandemic challenges, with the company actively seeking new clients to boost revenue[10] - Emerson's revenue increased by 10% to HKD 64 million, with operating loss reduced to HKD 28 million from HKD 33 million[21] - China electrical appliances business revenue increased by 15% to HKD 164 million, but operating profit decreased to HKD 10 million from HKD 12 million[22] - Emerson's future performance remains uncertain due to COVID-19 impacts, with difficulty in assessing product demand[25] - China electrical appliances business aims to maintain scale and increase revenue through new customer acquisition while implementing cost control measures[25] - The company will continue to develop new clients for its home appliance business and stabilize its US distribution business for household and audio-visual products[12] Financial Position and Liquidity - The company's cash and bank balances increased to HKD 1,589,000,000 as of March 31, 2022, from HKD 430,000,000 as of March 31, 2021[28] - The company's gearing ratio increased to 5.85 times as of March 31, 2022, from 3.93 times as of March 31, 2021[32] - The company's inventory remained unchanged at HKD 18,000,000 as of March 31, 2022, compared to March 31, 2021[28] - The company's current ratio decreased to 1.72 as of March 31, 2022, from 1.82 as of March 31, 2021, primarily due to increased contract liabilities and interest-bearing bank loans from the property development business in China[27] - The company's short-term interest-bearing bank loans and amounts due to related parties totaled HKD 2,193,000,000, while cash and cash equivalents were HKD 1,589,000,000, indicating significant uncertainty regarding the company's ability to continue as a going concern[161] - The company's net current assets amounted to HKD 3,868,000,000, including HKD 7,413,000,000 in properties under development for sale, of which HKD 7,119,000,000 is not expected to be realized within one year[192] - The company relies on related parties for funding, with amounts due to related parties totaling HKD 4,093,000,000 as of March 31, 2022[192] - The company's ability to continue as a going concern depends on its ability to secure sufficient financing and achieve profitability with positive operating cash flow[193] - Non-current assets increased to HKD 10 million in 2022 from HKD 6 million in 2021, driven by growth in machinery and equipment, right-of-use assets, and deferred tax assets[176] - Current assets rose significantly to HKD 9,273 million in 2022, up from HKD 6,325 million in 2021, primarily due to a substantial increase in properties under development (HKD 7,413 million) and cash and bank balances (HKD 1,589 million)[176] - Current liabilities increased to HKD 5,405 million in 2022 from HKD 3,521 million in 2021, mainly due to higher contract liabilities (HKD 2,305 million) and amounts due to related parties (HKD 1,729 million)[176] - Net current assets improved to HKD 3,868 million in 2022 compared to HKD 2,894 million in 2021, reflecting stronger liquidity[176] - Non-current liabilities grew to HKD 3,474 million in 2022 from HKD 2,402 million in 2021, largely due to increased amounts due to related parties (HKD 2,364 million) and interest-bearing bank loans (HKD 777 million)[177] - Contract liabilities increased substantially to HKD 2,305 million in 2022 from HKD 282 million in 2021, indicating strong future revenue potential[176] - Properties under development increased by HKD 1,644 million to HKD 7,413 million in 2022, reflecting ongoing investment in real estate projects[176] - Short-term deposits with original maturities over three months but less than one year decreased by HKD 195 million[182] - Restricted bank deposits increased by HKD 1,027 million[182] - Net cash generated from financing activities was HKD 1,256 million[182] - Net increase in cash and cash equivalents was HKD 294 million[182] - Cash and cash equivalents at the end of the year stood at HKD 459 million[182] Corporate Governance and Compliance - The company has compliance procedures in place to ensure adherence to applicable laws and regulations, including the Bermuda Companies Act 1981, Hong Kong Companies Ordinance, and Listing Rules[47] - The company's board of directors includes executive directors and independent non-executive directors, with their biographies provided in the annual report[57] - The company's main business is investment holding, with further details on subsidiary businesses provided in the consolidated financial statements[46] - The company's machinery and equipment changes are detailed in the consolidated financial statements[54] - The company did not recommend paying a final dividend for the year, and no interim dividend was declared[50] - The company reported a loss for the year, with details of the financial position provided in the consolidated financial statements[49] - The company has no distributable reserves as of March 31, 2022, and March 31, 2021, according to the Bermuda Companies Act 1981[54] - The company's share premium account is available for distribution in the form of fully paid bonus shares[54] - The company maintained sufficient public float as required by the Listing Rules[79] - The company's consolidated financial statements were audited by Deloitte Touche Tohmatsu[84] - The company adopted the revised Corporate Governance Code effective from January 1, 2022[86] - The Chairman and CEO roles are currently held by Mr. Tan, with plans to separate the roles if a suitable candidate is found[88] - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a balanced decision-making process[92] - The company has established various board committees, including the Remuneration Committee, Nomination Committee, and Audit Committee, to assist in governance and decision-making[90] - The board held four meetings during the year, with all directors attending all meetings[99] - The company has a formal plan outlining matters reserved for the board, including the issuance of financial statements, dividend distributions, and major policy decisions[91] - Directors receive comprehensive induction training and ongoing professional development to ensure they are well-informed about their responsibilities and regulatory requirements[95] - The company has adopted the Model Code for Securities Transactions and confirmed that all directors complied with the code during the year[96] - The board has a clear delegation of authority to management, with specific matters reserved for board approval[91] - The company provides directors and officers with appropriate liability insurance coverage[97] - The board ensures that independent non-executive directors meet regularly without executive directors present to discuss company matters candidly[98] - The company complies with the requirement to have at least one-third of the board as independent non-executive directors, with one holding professional accounting qualifications[92] - The nomination committee consists of Mr. Tan as the chairman and two other members, Dr. Lam and Dr. Yip, all appointed since December 2, 2017, with the majority being independent non-executive directors[103] - The nomination committee is responsible for reviewing the board's structure, size, and composition annually, identifying qualified candidates for board membership, and assessing the independence of independent non-executive directors[104] - During the year, the nomination committee did not consider any director nominations but held a meeting to discuss director retirements and re-elections[105] - The remuneration committee, chaired by Dr. Lam, includes Dr. Luk and Dr. Yip, all independent non-executive directors since December 2, 2017[106] - The remuneration committee's duties include evaluating and reviewing the remuneration and benefits of directors and senior management, and ensuring no director is involved in deciding their own remuneration[107] - The company held a remuneration committee meeting to review senior management's remuneration and approved an increase in directors' fees for independent non-executive directors[108] - The audit committee, chaired by Dr. Luk, includes Dr. Lam and Dr. Yip, all independent non-executive directors since December 2, 2017[110] - The audit committee reviewed the audited consolidated financial statements and unaudited condensed interim financial statements for the six months ended September 30, 2021, and recommended the reappointment of the external auditor[111] - The company's financial statements for the year were prepared in accordance with Hong Kong Financial Reporting Standards, the Hong Kong Companies Ordinance, and the Listing Rules, ensuring a true and fair view of the company's financial position[117] - The company has established a risk management framework to address significant risks related to its business, including strategies such as retaining, reducing, avoiding, sharing, and transferring risks[119] - The company's internal control and risk management systems are designed to ensure operational effectiveness, financial reporting reliability, and compliance with applicable laws and regulations[118] - The company has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, race, professional experience, skills, knowledge, and tenure[113] - The company's nomination policy outlines the principles for identifying and evaluating candidates for board appointments, emphasizing skills, experience, and diversity[115] - The company's external auditor, Deloitte Touche Tohmatsu, participated in audit committee meetings without the presence of executive directors to discuss audit and financial reporting matters[112] - The company's internal audit function is outsourced to Evergreen Enterprise Services Limited, which reviewed and assessed the company's risk management and internal control procedures during the year[120] - The company's management provides quarterly updates to the board,