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1、ANNUAL REPORT20241ANNUAL REPORT 2024 Shing Chi Holdings LimitedCorporate Information2Chairmans Statement3Management Discussion and Analysis4Biographical Details of Directors and Senior Management17Corporate Governance Report23Environmental,Social and Governance Report39Directors Report57Independent
2、Auditors Report67Consolidated Statement of Profit or Loss and Other Comprehensive Income73Consolidated Statement of Financial Position75Consolidated Statement of Changes in Equity77Consolidated Statement of Cash Flows78Notes to the Consolidated Financial Statements79Financial Summary152ContentsCorpo
3、rate InformationBOARD OF DIRECTORSExecutive DirectorsDr.Lau Chi Wang(Chairman)Mr.Lau Chi MingDr.Lau Chi Keung(Chief Executive Officer)Mr.Sun Wei(removed on 1 August 2024)Ms.Lau Yan Ki PatriciaIndependent Non-executive DirectorsMr.Leung Bing Kwong EdwardMr.Pang Ka HangMr.Wong Chun NamBOARD COMMITTEES
4、Audit CommitteeMr.Pang Ka Hang(Chairman)Mr.Leung Bing Kwong EdwardMr.Wong Chun NamRemuneration CommitteeMr.Wong Chun Nam(Chairman)Mr.Lau Chi MingMr.Leung Bing Kwong EdwardMr.Pang Ka HangNomination CommitteeMr.Leung Bing Kwong Edward(Chairman)Dr.Lau Chi KeungMr.Pang Ka HangMr.Wong Chun NamInvestment
5、CommitteeMr.Lau Chi Ming(Chairman)Dr.Lau Chi WangDr.Lau Chi KeungMr.Leung Bing Kwong EdwardMr.Pang Ka HangMr.Wong Chun NamCOMPANY SECRETARYMs.Yim Sau PingAUTHORISED REPRESENTATIVESMr.Lau Chi MingMs.Yim Sau PingAUDITORSHLB Hodgson Impey Cheng LimitedCertified Public Accountants31/F,Gloucester TowerTh
6、e Landmark11 Pedder StreetCentralHong KongREGISTERED OFFICE IN THE CAYMAN ISLANDSWindward 3,Regatta Office ParkPO Box 1350Grand Cayman KY1-1108Cayman IslandsHEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG6/F,Kai Tak Commercial BuildingNos.317-319 Des Voeux Road CentralSheung WanHong KongCOM
7、PLIANCE ADVISERFrontpage Capital Limited26/F,Siu On Centre188 Lockhart RoadWan Chai,Hong KongLEGAL ADVISER AS TO HONG KONG LAWSCFN LawyersUnits 4101-04,41/FSun Hung Kai Centre30 Harbour RoadWan Chai,Hong KongPRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN THE CAYMAN ISLANDSOcorian Trust(Cayman)Limi
8、tedWindward 3,Regatta Office ParkPO Box 1350Grand Cayman KY1-1108Cayman IslandsBRANCH SHARE REGISTRAR AND TRANSFER OFFICE IN HONG KONGTricor Investor Services Limited17/F,Far East Finance Centre16 Harcourt RoadHong KongPRINCIPAL BANKSBank of China(Hong Kong)LimitedHang Seng Bank LimitedThe Hongkong
9、and Shanghai Banking Corporation LimitedCOMPANYS WEBSITEwww.shing-chi-STOCK CODE1741Shing Chi Holdings Limited ANNUAL REPORT 20242Chairmans StatementANNUAL REPORT 2024 Shing Chi Holdings Limited3Dear Shareholders,On behalf of the board(the“Board”)of directors(the“Directors”)of Shing Chi Holdings Lim
10、ited(the“Company”)and its subsidiaries(collectively the“Group”),I would like to present to our shareholders the annual report of the Group for the year ended 30 September 2024.FINANCIAL RESULTSFor the year ended 30 September 2024,the Group recorded a total revenue from continuing operations of appro
11、ximately HK$144.0 million,representing a decrease of approximately 18.8%as compared to approximately HK$177.4 million for the year ended 30 September 2023.The Group also recorded a net profit from continued operations of approximately HK$0.1 million for the year ended 30 September 2023 to a net loss
12、 of approximately HK$23.4 million for the year ended 30 September 2024.Such decrease was primarily attributable to the decrease in revenue and gross profit as lower value and gross profit margin projects were undertaken as a result of the stringent and competitive market conditions during the year e
13、nded 30 September 2024;and(ii)the impairment losses on property,plant and equipment as well as right-of-use assets.In addition,the Group recorded a net profit from discontinued operations of approximately HK$13.3 million for the year ended 30 September 2024 as compared to a net loss of approximately
14、 HK$2.7 million for year ended 30 September 2023,which was mainly due to gain on disposal of subsidiaries engaged in health management and consultancy business.As a result,the Groups overall net loss increased from approximately HK$2.6 million for year ended 30 September 2023 to approximately HK$10.
15、1 million for the year ended 30 September 2024.PROSPECTSOur Directors are of the view that the general outlook of the construction industry and the business environment in which the Group operates remain challenging in the coming year.Although the global economy has been improved from the persistent
16、 outbreak of the novel coronavirus(COVID-19)epidemic(the“Epidemic”),the pace of recovery has been slow.With the rising geopolitical conflicts and tensions,soaring of interest rate as well as inflationary pressure,the overall market sentiment have remained weak and affected the global economic growth
17、.Besides,it is also expected that the intense market competition from competitors with competitive pricing strategies,stringent budgets from customers as well as rising material costs and labour costs will continue to affect the Groups operations and financial performance in near future.Under such b
18、usiness landscape,the Group will continue to adopt prudent financial management and cost control and explore suitable business and investment opportunities to drive our business growth.APPRECIATIONOn behalf of the Board,I would like to express my sincerest gratitude to our shareholders,customers,sup
19、pliers and subcontractors for their continuous support.I would also like to send my warmest thanks to all our management and staff members for their hard work and dedication throughout the years.Lau Chi WangChairman and Executive DirectorHong Kong,30 December 2024Management Discussion and AnalysisSh
20、ing Chi Holdings Limited ANNUAL REPORT 20244BUSINESS REVIEWThe Group is a construction contractor in Hong Kong that principally provides(i)foundation and site formation works,which mainly include piling works,excavation and lateral support(“ELS”)works,pile cap construction and ground investigation w
21、orks;(ii)general building works and associated services,which mainly include development of superstructures,alteration and addition works;and(iii)other construction works,which mainly include slope works and demolition works.The Group is able to undertake construction works as either a main contract
22、or or a subcontractor.Apart from construction works,the Group also provides construction related consultancy services including engineering consulting on construction designs and works supervision,and construction contract administration services.As at 30 September 2024,the Group had 25 construction
23、 projects on hand(including projects in progress and projects that are yet to commence)(2023:23 construction projects on hand)with a total contract value of approximately HK$324.6 million(2023:approximately HK$341.4 million),out of which approximately HK$175.3 million has been recognised as revenue
24、up to 30 September 2024.The details of the Groups projects on hand as at 30 September 2024 are as follows:Number Project awardedActual/expected commencement DateActual/expected Completion Date 1Foundations,ELS and pile cap works for proposed commercial development in Sheung WanJune 2018September 202
25、52Slope works in Kwu Tung North New Development AreasSeptember 2020February 20253Site formation and infrastructure works in Tseung Kwan OMay 2022January 20264Supply and installation of flexible barrier at Ap Lei ChauSeptember 2022January 20255Minipiles works for a charity organisation at Shatin Race
26、courseJanuary 2023December 20246Slope improvement work for a university in ShatinApril 2023March 20257Supply and installation of flexible barrier in Yau TongMay 2023January 20258Slope improvement work for a university in ShatinJune 2023September 20259Slope improvement work for a university in Shatin
27、June 2023September 202510Foundation works to escalator for the proposed residential development in Discovery Bay NorthSeptember 2023September 202511Construction a car park for a university in ShatinNovember 2023May 202512Reconstruction sport facilities for a university in ShatinFebruary 2024December
28、 202413Piling works for the proposed industrial building in FanlingFebruary 2024November 202414Construction for the proposed playground in Hung HomMarch 2024March 202515Design and supply of flexible barrierMarch 2024December 202416Slope remedial works in Mid LevelApril 2024December 202417Fence inspe
29、ction works for a university in ShatinMay 2024December 202618Ground investigation works for a charity organisation at Shatin RacecourseMay 2024December 2024Management Discussion and AnalysisANNUAL REPORT 2024 Shing Chi Holdings Limited5Number Project awardedActual/expected commencement DateActual/ex
30、pected Completion Date 19Underground sewerage improvement works for a university in ShatinJune 2024February 202520Design review and repairing/replacement for flexible barrier in Lamma IslandJune 2024January 202521Foundation reconditioning works in CentralJuly 2024January 202522Ground investigation w
31、orks for a university in ShatinAugust 2024November 202423Sewerage improvement works in Lantau IslandAugust 2024July 202524Ground investigation field works for the proposed industrial factory in Tseung Kwan OSeptember 2024November 202425Ground investigation works for a university in ShatinOctober 202
32、4December 2024Apart from undertaking construction works in Hong Kong,the Group also operated a health management and consultancy business in the PRC(the“Health Management Business”)primarily involve the sales of health products,which include Ginseng and related products as well as the health intelli
33、gent robots.As disclosed in the announcement of the Company dated 13 May 2024,the operations of certain subsidiaries engaged in the Health Management Business were disrupted as the access to the office of these subsidiaries(the“Office”)were restricted by relevant authorities to investigate a potenti
34、al fraud where Mr.Sun Wei,the former executive Director is allegedly involved in.As such,the revenue generated from the Groups health management and consultancy business decreased from approximately HK$48.5 million for the year ended 30 September 2023 to approximately HK$17.1 million for the year en
35、ded 30 September 2024.On 13 September 2024,the Company and Mr.Wong Wa Kei Anthony(the“RY Purchaser”)entered into the sale and purchase agreement,pursuant to which the Company agreed to sell,and the RY Purchaser agreed to purchase,the entire issued share capital of Ri Ying Group Co.,Limited(“Ri Ying”
36、)at the consideration of HK$50,000(the“RY Disposal”).After the RY Disposal,the Group no longer engage in the Health Management Business in the PRC.OUTLOOKThe Directors are of the view that the general outlook of the construction industry and the business environment in which the Group operates will
37、remain challenging.Although the global economy has been improved in the post-pandemic era,the pace of recovery has been slow.With the rising geopolitical conflicts and tensions,soaring of interest rate and the inflationary pressure,the overall market sentiment have remained weak.Besides,it is also e
38、xpected that the intense market competition from competitors with competitive pricing strategies,stringent budgets from customers as well as rising material costs and labour costs will continue to affect the Groups operations and performance in near future.In light of the uncertain business environm
39、ent,the Group will continue to adopt prudent financial management and cost control in order to address the challenges of the current market conditions.Furthermore,the Group will continue to obtain additional qualifications and strengthen its financial resources to better position itself for tenderin
40、g suitable projects in the public sector as a main contractor,and invest in the manpower and information system to enhance its operational capacity and efficiency.Meanwhile,the Group will continue to explore suitable business and investment opportunities to drive its business growth.Management Discu
41、ssion and AnalysisShing Chi Holdings Limited ANNUAL REPORT 20246FINANCIAL REVIEWContinued operationsRevenueThe Groups revenue decreased by approximately HK$33.4 million,or 18.8%,from approximately HK$177.4 million for the year ended 30 September 2023 to approximately HK$144.0 million for the year en
42、ded 30 September 2024.The following table sets out a breakdown of the Groups revenue during the years ended 30 September 2024 and 2023 by segments:Year ended 30 September20242023HK$000%HK$000%Foundation and site formation works42,31029.483,85947.3General building works and associated services24,9451
43、7.341,41923.3Other construction works67,29946.843,54324.5Construction related consultancy services9,4026.58,5994.9 Total143,956100.0177,420100.0 The decrease in the Groups revenue was primarily due to the decrease in revenue contribution from foundation and site formation works as well as general bu
44、ildings works and associated services as certain sizable projects were substantially completed during the year ended 30 September 2023 and lower value projects were commenced and undertaken during the year ended 30 September 2024.Such decrease was partially offset by the increase in revenue contribu
45、ted from other construction works and construction related consultancy services as a result of the increase in number of projects undertaken during the year.Cost of salesCost of sales decreased by approximately HK$12.9 million,or 8.8%,from approximately HK$147.0 million for the year ended 30 Septemb
46、er 2023 to approximately HK$134.1 million for the year ended 30 September 2024.Such decrease was mainly due to the decrease in works undertaken during the year ended 30 September 2024.Gross profit and gross profit marginThe Groups gross profit decreased by approximately HK$20.5 million,or 67.4%,from
47、 approximately HK$30.4 million for the year ended 30 September 2023 to approximately HK$9.9 million for the year ended 30 September 2024.The Groups gross profit margin also decreased from 17.2%for the years ended 30 September 2023 to 6.9%for the year ended 30 September 2024.Management Discussion and
48、 AnalysisANNUAL REPORT 2024 Shing Chi Holdings Limited7During the year ended 30 September 2024,the Group recorded a decrease in gross profit margins for foundation and site formation works(2023:16.4%;2024:4.4%),general building works and associated services(2023:16.6%;2024:8.1%),and other constructi
49、on works(2023:20.0%;2024:6.8%),mainly due to the commencement of projects with lower profit margins as a result of the stringent and competitive market conditions during the year ended 30 September 2024 while some major projects with relatively higher margin have been substantial completed during th
50、e year ended 30 September 2023.Such decrease was partially offset by the increase in gross profit margin for construction related consultancy services(2023:13.1%;2024:14.9%),which is primarily due to the increase in revenue as more projects were undertaken with relatively stable fixed operating cost
51、s incurred for the year ended 30 September 2024.Other income,gains and lossesThe other income,gains and losses remained relatively stable at HK$0.7 million and HK$0.4 million for the year ended 30 September 2023 and 2024,respectively.Administrative and other operating expensesThe administrative and
52、other operating expenses increased by approximately HK$4.1 million,or 14.0%,from approximately HK$29.2 million for the year ended 30 September 2023 to approximately HK$33.3 million for the year ended 30 September 2024.Such increase was mainly attributable to the impairment losses recognised on prope
53、rty,plant and equipment as well as right-of-use assets during the year ended 30 September 2024.Discontinued operationOn 13 September 2024,the Company and the Purchaser entered into the sale and purchase agreement,pursuant to which the Company agreed to sell,and the RY Purchaser agreed to purchase,th
54、e entire issued share capital of Ri Ying at the consideration of HK$50,000.After the RY Disposal,the Group no longer engage in the Health Management Business in the PRC.During the year ended 30 September 2024,the Group recorded a net profit of approximately HK$13.3 million from discontinued operatio
55、n as compared to a net loss of approximately HK$2.7 million for the year ended 30 September 2023,which was primarily attributable to the gain on disposal of subsidiaries engaged in the Health Management Business.Loss for the yearAs a result of the foregoing,for the year ended 30 September 2024,the n
56、et loss increased by approximately HK$7.5 million from approximately HK$2.6 million for the year ended 30 September 2023 to approximately HK$10.1 million for the year ended 30 September 2024.Management Discussion and AnalysisShing Chi Holdings Limited ANNUAL REPORT 20248Contract assetsThe Groups con
57、tract assets mainly included the Groups right to consideration for work performed but not yet billed(the“Unbilled Revenue”)as well as the retention receivable as withheld by customers for contract works.The Groups contract assets decreased from approximately HK$34.2 million as at 30 September 2023 t
58、o approximately HK$17.7 million as at 30 September 2024,primarily due to the decrease in the Unbilled Revenue for work completed but not yet certified by customers before the end of the financial year.The Group have engaged an independent professional valuer to estimate the expected credit losses fo
59、r contract assets and the simplified approach have been adopted under HKFRS 9.The management of the Group reviews the recoverable amount of each individual debt at the end of each reporting period to ensure that adequate provisions for impairment losses are made for irrecoverable amounts on contract
60、 assets.In this regard,the management of the Group considers that the credit risk on contract assets is significantly reduced.The Group considers available reasonable and supportive forward-looking information.Based on such assessment,the Groups management considers the expected credit loss allowanc
61、e on the contract assets is adequately provided as at 30 September 2024.As at the date of this annual report,approximately 17.0%of the Groups contract assets have been subsequently settled.All of the Unbilled Revenue have been subsequently transferred to trade receivables.Retention receivables would
62、 be settled based on the expiry of the defect liability period at the end of the reporting period was approximately HK$5,741,000 within one year and HK$14,077,000 after one year respectively.Other receivables,deposits and prepaymentsThe following table sets forth the breakdown of other receivables,d
63、eposits and prepayments as at 30 September 2024 and 2023:As at30 September2024As at30 September2023HK$000HK$000 Other receivables4484,640Deposits1,1313,458Prepayments15071,419 1,72979,517Less:provision for impairment losses(394)(106)1,33579,411 Management Discussion and AnalysisANNUAL REPORT 2024 Sh
64、ing Chi Holdings Limited9The Groups other receivables,deposits and prepayments decreased from approximately HK$79.4 million as at 30 September 2023 to approximately HK$1.3 million as at 30 September 2024.Such decrease was mainly due to the disposal of subsidiaries engaged in the Health Management Bu
65、siness.As at the date of this annual report,the subsequent settlement of the Groups other receivables,deposits and prepayments as at 30 September 2024 was minimal as the Groups other receivables,deposits and prepayments mainly comprised of the rental and utilities deposits which shall be settled upo
66、n the end of tenancy or services.Accruals and other payablesThe following table sets forth the breakdown of accruals and other payables as at 30 September 2024 and 2023:As at30 September2024As at30 September2023HK$000HK$000 Accruals2,50719,835Other payables10065,812 2,60785,647 The Groups accruals a
67、nd other payables decreased from approximately HK$85.6 million as at 30 September 2023 to approximately HK$2.6 million as at 30 September 2024.Such decrease was mainly due to the disposal of subsidiaries engaged in the Health Management Business.PRINCIPAL RISKS AND UNCERTAINTIESThe Directors believe
68、 that there are certain risks and uncertainties involved in the operations of the Group,some of which are beyond the Groups control.The Directors believe the more significant risks relating to the business are as follows:the Groups revenue mainly relies on successful tenders of or acceptance of its
69、quotations for construction projects which are non-recurring in nature and any failure of the Group to secure projects from its existing customers and/or new customers in the future would affect the Groups business operation and financial results;a significant portion of the Groups revenue was gener
70、ated from contracts awarded by a limited number of customers,and any significant decrease in the number of projects with the major customers may materially and adversely affect the Groups financial condition and operating results;the Group relies substantially on subcontractors to complete the proje
71、cts;the Group depends on key management personnel with relevant knowledge,experience and expertise;and the Group determines the price of its quotation or tender based on the estimated time and costs to be involved in a project and the actual time and costs incurred may deviate from its estimate due
72、to unexpected circumstances,thereby leading to cost overruns and adversely affecting the Groups operations and financial results.Management Discussion and AnalysisShing Chi Holdings Limited ANNUAL REPORT 202410COMPARISON OF BUSINESS OBJECTIVES WITH ACTUAL BUSINESS PROGRESSThe following is a comparis
73、on of the Groups business strategies as set out in the prospectus of the Company dated 28 September 2018(the“Prospectus”)with actual business progress up to 30 September 2024.Business strategies as stated in the ProspectusImplementation activities up to 30 September 2024 as stated in the ProspectusA
74、ctual business progress up to 30 September 2024 Apply for additional licences Acquire one set of bored piling machine;one set of rock-socket piling machine;two sets of mini-piling machines and four air compressors;and maintain newly acquired machinery to fulfill plant requirements of the licenses Ac
75、quire a piece of land for machinery storageThe Group has acquired the bored piling machines,rock-socket piling machine and two air compressors.On 25 August 2023,the Board resolved to change the use of the unutilised net proceeds in the amounts of approximately HK$30.3 million as originally allocated
76、 for acquisition of certain additional machinery and a piece of land to increase the general working capital of the Group.For details,please refer to the announcement of the Company dated 25 August 2023(the“UOP Announcement”).Increase the employed capital of Po Shing Construction Limited and Fong On
77、 Construction LimitedThe Group has increased the employed capital of both subsidiaries.Fund the initial costs of the Groups construction projects Finance the working capital requirement and upfront costs for the three of the Groups projectsThe funding costs for(i)the redevelopment of an outdoor acti
78、vities centre at Stanley;(ii)the redevelopment at Sheung Wan;and(iii)the alterations and additions works for commercial building at North Point were fully utilised.Strengthening the Groups manpower Recruit two project managers,two project engineers,two quantity surveyors,one safety officer,two site
79、foremen and one mechanical fitterThe Group has recruited two project managers,two project engineers,two quantity surveyors,one safety officer,two foremen and one mechanical fitter.Retain talents as recruited for this business strategyThe Group has utilised the proceeds for retaining the above newly
80、recruited staffs to facilitate the business development.Management Discussion and AnalysisANNUAL REPORT 2024 Shing Chi Holdings Limited11Business strategies as stated in the ProspectusImplementation activities up to 30 September 2024 as stated in the ProspectusActual business progress up to 30 Septe
81、mber 2024 Investment in the new information system Upgrade the existing hardware and acquire new computer facilitiesThe Group has upgraded existing hardware and acquired new computer facilities.Upgrade the accounting system to enhance documentation and manual procedures and upgrade the human resourc
82、es management system to consolidate and automate attendance,payrolls and retirement fund contribution The Group has upgraded the accounting system to enhance documentation.Having considered the current business size and the market conditions,no suitable human resources management system is identifie
83、d and the expected time for the upgrade of the human resources management system is delayed.The Group will continue to approach different service providers to search for suitable human resources management system for the Group.Upgrade the engineering and design system to facilitate the planning,desi
84、gning,and managing of construction projects through automatic generation of drawings and reports,design analysis,schedule simulation and facilities managementThe Group has upgraded engineering and design system.USE OF PROCEEDS FROM THE SHARE OFFERThe net proceeds(the“Net Proceeds”)from the listing o
85、f the shares of the Company on the Main Board of the Stock Exchange on 16 October 2018(the“Listing”),after deduction of the underwriting commission and actual expenses paid by the Group in connection thereto,were approximately HK$86.6 million.After the Listing,a part of these proceeds have been appl
86、ied for the purposes in accordance with the future plans and use of proceeds as set out in the Prospectus and the UOP Announcement.The below table sets out the proposed and actual applications of the net proceeds from the date of the Listing to 30 September 2024:Planned use of Net Proceeds as disclo
87、sed in the Prospectusand as amended in the UOP Announcement Actual use of Net Proceeds from the date of the Listing to 30 September 2023Unutilised Net Proceeds brought forward as at 1 October 2023Net Proceeds utilisedduring the year ended 30 September 2024Unutilised Net Proceeds as at 30 September 2
88、024Expected timeline for utilising the unutilised Net ProceedsHK$millionHK$millionHK$millionHK$millionHK$million Apply for additional licences9.29.2N/AFund the initial costs of the Groups construction projects21.821.8N/AStrengthening the Groups manpower13.912.21.71.7N/AInvestment in the new informat
89、ion system2.72.10.60.20.430 September 2025General working capital39.020.518.518.5N/A 86.665.820.820.40.4 Management Discussion and AnalysisShing Chi Holdings Limited ANNUAL REPORT 202412During the year ended 30 September 2024,the Net Proceeds from the Listing were utilised and expected to be utilise
90、d in the manners as disclosed in the Prospectus and the UOP Announcement.Save as disclosed in the UOP Announcement,there has been no change in the use of Net Proceeds since the date of the Listing.Up to 30 September 2024,approximately HK$86.2 million out of the Net Proceeds had been utilised.The rem
91、aining unutilised Net Proceeds of approximately HK$0.4 million were deposited in licensed banks in Hong Kong.The Company intends to apply the net proceeds in the manner as stated in the Prospectus and the UOP Announcement.The Directors will constantly evaluate the Groups business objectives and spec
92、ific needs from time to time.Further announcement will be made if there are any changes on the use of Net Proceeds as and when appropriate.Such amounts are expected to be fully utilised on or before 30 September 2025.The business objectives,future plans and planned use of Net Proceeds as stated in t
93、he Prospectus and the UOP Announcement were based on the best estimation and assumption of future market conditions made by the Group at the time of preparing the Prospectus and the UOP Announcement while the Net Proceeds were applied based on the actual development of the Groups business and the in
94、dustry.CAPITAL STRUCTURE,LIQUIDITY AND FINANCIAL RESOURCESThe Companys shares were successfully listed on the Main Board of the Stock Exchange on 16 October 2018.There has been no change in the capital structure of the Group since then.The capital of the Group only comprises of ordinary shares.The G
95、roups operation and investments were financed principally by cash generated from its business operations and equity contribution from the shareholders.As at 30 September 2024,the Group had net current assets of approximately HK$34.9 million(2023:approximately HK$27.0 million)and bank deposits,balanc
96、es and cash of approximately HK$32.6 million(2023:approximately HK$41.5 million),which were denominated in Hong Kong dollars,Renminbi and United States dollars.As at 30 September 2024,the Groups total equity attributable to owners of the Company amounted to approximately HK$34.7 million(2023:approxi
97、mately HK$45.7 million),and the Groups total debt comprising bank borrowings and lease liabilities amounted to approximately HK$2.9 million(2023:approximately HK$50.5 million).The Directors have confirmed that the Group will have sufficient financial resources to meet its obligations as they fall du
98、e in the foreseeable future.GEARING RATIOAs at 30 September 2024,the gearing ratio of the Group,which is calculated as the total debt(comprising bank borrowings and lease liabilities)divided by total equity,was approximately 8.5%(2023:approximately 117.1%).SIGNIFICANT INVESTMENTS HELD,MATERIAL ACQUI
99、SITIONS AND DISPOSALS OF SUBSIDIARIES AND AFFILIATED COMPANIES AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETSOn 13 September 2024,the Company and the RY Purchaser entered into the sale and purchase agreement,pursuant to which the Company agreed to sell,and the RY Purchaser agreed to pur
100、chase,the entire issued share capital of Ri Ying at the consideration of HK$50,000.After the RY Disposal,the Group no longer engage in the Health Management Business in the PRC.For details,please refer to the announcement of the Company dated 13 September 2024.Save as disclosed in this annual report
101、,during the year ended 30 September 2023,the Group did not have any significant investments held,material acquisitions or disposals of subsidiaries,associates or joint ventures.Management Discussion and AnalysisANNUAL REPORT 2024 Shing Chi Holdings Limited13Save as disclosed in this annual report,th
102、e Group did not have other plans for material investments or acquisition of capital assets as at 30 September 2024.CHARGE ON GROUP ASSETSAs at 30 September 2024,the Group has pledged certain motor vehicles with net book value amounted to approximately HK$0.8 million(2023:certain motor vehicles with
103、net book value amounted to approximately HK$0.5 million)under non-cancellable lease agreements.As at 30 September 2024,no cash collateral were paid by the Group(2023:approximately HK$1.1 million)to the insurance companies for the issuance of surety bonds.FOREIGN EXCHANGE EXPOSUREUpon the RY Disposal
104、,all of the Groups business operation were conducted in Hong Kong.The Groups major revenue and expenses are denominated in Hong Kong dollars,while there are certain monetary assets that are denominated in Renminbi,which would expose the Group to foreign exchange risk.The Group currently does not hav
105、e a foreign currency hedging policy.However,the management of the Company monitors foreign exchange exposure and will consider hedging significant foreign currency exposure when the need arises.TREASURY POLICYThe Directors will continue to follow a prudent policy in managing the Groups cash and main
106、taining a strong and healthy liquidity to ensure that the Group is well placed to take advantage of future growth opportunities.CONTINGENT LIABILITIESAs at 30 September 2024,certain customers of construction contracts undertaken by the Group require the Group to issue guarantee for the performance o
107、f contract works in the form of surety bonds of approximately HK$13.1 million(2023:approximately HK$3.6 million).The Company and the executive Directors have provided guarantee to the insurance companies to secure certain surety bonds.The surety bonds are expected to be released in accordance with t
108、he terms of the respective construction contracts.ARBITRATIONAs disclosed in the announcement dated 20 January 2023,Fong On Construction Limited(“Fong On”),an indirect wholly-owned subsidiary of the Company,is involved in certain disputes in connection to payments owed to Fong On as main contractor
109、for carrying out certain design and construction works for a school in Hong Kong(the“School”).Fong On contends,among other things,that the School has failed and/or refused to pay Fong On in accordance with the payment terms agreed and has undervalued the works carried out(including variation works)b
110、y Fong On pursuant to the relevant contracts(the“Disputes”).On 18 January 2023,Fong On has submitted a written notice to the School requesting the Disputes to be referred to mediation in accordance with and subject to The Government of the Hong Kong Special Administrative Region Construction Mediati
111、on Rules.Upon the conclusion of the mediation conference held on 9 May 2023,the parties were unable to reach a settlement agreement in relation to the Disputes.Management Discussion and AnalysisShing Chi Holdings Limited ANNUAL REPORT 202414In addition to the aforementioned mediation,Fong On has als
112、o initiated arbitration proceedings against the School with respect to the Disputes(the“Arbitration”)on 18 April 2023.As part of the arbitration proceedings,the parties may exchange any documents by themselves for matters in issue but not previously appended to any of the pleadings and may submit to
113、 the Arbitrator and to the other party a Request to Produce documents by 27 December 2024.After such Request(s)to Produce,if any,the other party will respond to the request(s)before the Tribunals ruling on the request(s)and the exchange of witness statements.As at the date of this annual report,the
114、Arbitration is still in its preliminary stages and hence the impacts of the Arbitration,if any,on the Company,cannot be fully assessed at this stage.The Company will make further disclosure as and when necessary or appropriately based on the progress of the Arbitration.CHANGE OF COMPANY NAME AND ADO
115、PTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATIONSubsequent to the passing of a special resolution at the extraordinary general meeting held on 1 August 2024,the shareholders of the Company has approved to change the English name of the Company from“Ri Ying Holdings Limi
116、ted”to“Shing Chi Holdings Limited”and the dual foreign name in Chinese of the Company from“日贏控股有限公司”to“成志控股有限公司”(the“Change of Company Name”).The Change of Company Name has become effective following the issue of the certificate of incorporation on change of name by the Registrar of Companies in Cay
117、man Islands on 1 August 2024.The certificate of registration of alteration of name of registered non-Hong Kong company was issued by the Registrar of Companies in Hong Kong on 15 August 2024 certifying that the new English and Chinese names of the Company have been registered in Hong Kong under Part
118、 16 of the Companies Ordinance(Chapter 622 of the Laws of Hong Kong).Following the Change of Company Name becoming effective,the Company has adopted the third amended and restated memorandum and articles of association to reflect the Change of Company Name.For further details,please refer to the ann
119、ouncements of the Company dated 5 July 2024,1 August 2024 and 23 August 2024 and the circular of the Company dated 11 July 2024.COMMITMENTSAs at 30 September 2024,the Group did not have any capital commitments(2023:Nil).SEGMENT INFORMATIONThe Groups reportable and operating segments are as follows:(
120、i)foundation and site formation works;(ii)general building works and associated services;(iii)other construction works;(iv)construction related consultancy services;and(v)health management and consultancy business.Details of the segmental information of the Group is disclosed in Note 5,to the consol
121、idated financial statements of this annual report.INFORMATION ON EMPLOYEESAs at 30 September 2024,the Group had 32 employees(2023:242 employees).The number of employees decreased as the Group ceased to engage in the Health Management Business in the PRC upon the RY Disposal during the year ended 30
122、September 2024.Employees are remunerated based on their qualifications,position and performance.The remuneration offered to employees generally includes salaries,allowances and discretionary bonus.Various types of training were provided to the employees.Management Discussion and AnalysisANNUAL REPOR
123、T 2024 Shing Chi Holdings Limited15For the year ended 30 September 2024,the total staff cost(including Directors emoluments and mandatory provident funds contributions)amounted to approximately HK$43.8 million(2023:approximately HK$38.6 million).DIVIDENDSThe Board did not recommend the payment of an
124、y final dividend for the year ended 30 September 2024(2023:Nil).MODIFIED AUDIT OPINIONThe Companys auditor,HLB Hodgson Impey Cheng Limited(the“Auditors”)expressed a qualified opinion on the consolidated financial statements of the Group for the year ended 30 September 2024(the“Qualified Opinion”).Th
125、e management of the Company(the“Management”)and the audit committee of the Company(the“Audit Committee”)have reviewed and agreed with the Qualified Opinion,details of which are set out in the independent auditors report.Details of the basis of the Qualified OpinionAs disclosed in the“Consolidation o
126、f Ri Ying Group Co.,Limited and its subsidiaries”section in note 2 to the consolidated financial statements,the Group disposed of its entire equity interests in Ri Ying to the RY Purchaser during the year ended 30 September 2024.Ri Ying and its subsidiaries and associates(collectively,the“Ri Ying Gr
127、oup”)were engaged in health management and consultancy business and comprised the“Health management and consultancy business”reportable segment of the Group.As disclosed in the Companys announcement dated 13 May 2024,the Office was restricted by the Authorities to investigate a potential fraud where
128、 the former executive Director is allegedly involved.After the RY Disposal,the records and documents stored in the Office remained restricted by the Authorities and could not be accessed.Under such circumstances,the Company further requested RY Purchaser to communicate with the Authorities in its ca
129、pacity as the current shareholder of the Ri Ying Group to retrieve the relevant information.However,the RY Purchaser ignored the request of the Company and the Auditors were unable to have access to the accounting books,records and supporting documents of the Ri Ying Group.Although the Group has tak
130、en all reasonable steps and used their best endeavours to request the RY Purchaser,the RY Purchaser has failed to cooperate in providing documents and access to information of Ri Ying Group despite repeated demands made by the Group.As a result,the Auditors were unable to obtain sufficient appropria
131、te audit evidence to satisfy themselves that(i)the financial performance of the Ri Ying Group for the period from 1 October 2023 to the disposal date included in the determination of the Groups loss for the year from discontinued operation,and the cash flows of the Ri Ying Group for this same period
132、,as disclosed in note 11 to the consolidated financial statements;(ii)the carrying amounts of assets and liabilities of the Ri Ying Group as at the disposal date as disclosed in note 32 to the consolidated financial statements,which entered into the determination of the Groups gain on disposal of th
133、e Ri Ying Group;(iii)the gain on disposal of the Ri Ying Group as disclosed in note 32 to the consolidated financial statements,which was included in the determination of the Groups loss for the year from discontinued operation;and(iv)the disclosures relating to Ri Ying Group included in the consoli
134、dated financial statements of the Group,were free from material misstatements.Consequently,the Auditors were unable to determine whether any adjustments to these amounts and disclosures were necessary.There were no alternative audit procedures that could be performed by the Auditors to satisfy thems
135、elves in relation to the abovementioned matters.Any adjustments found to be necessary to the abovementioned financial performance,cash flows and account balances might have consequential significant impacts on the loss and other comprehensive loss and cash flows of the Group for the year ended 30 Se
136、ptember 2024,and the elements making up,and related disclosures in,the consolidated financial statements.Management Discussion and AnalysisShing Chi Holdings Limited ANNUAL REPORT 202416The Managements position,view and assessment on the Qualified OpinionThe Management has given careful consideratio
137、n to the Qualified Opinion and the basis of Qualified Opinion and has had ongoing discussion with the Auditors when preparing the Groups consolidated financial statements for the year ended 30 September 2024.Regarding to the Qualified Opinion,the Management understood that the Qualified Opinion was
138、expressed by the Auditors as they were unable to access the accounting books,records and supporting documents of the Ri Ying Group.The Management have taken all reasonable steps and used their best endeavours to request the RY Purchaser to provide the access of the accounting books,records and suppo
139、rting documents of the Ri Ying Group.Nevertheless,the RY Purchaser has failed to cooperate in providing documents and access to information of the Ri Ying Group despite repeated demands made by the Management.Given that the Group has disposed the Ri Ying Group during the year ended 30 September 2024
140、 and there were no material financial effect relating to the Ri Ying Group as it ceased to engage the segment of Health Management Business after the RY Disposal,the Management considered that the Qualified Opinion shall not have an ongoing impact to the Groups consolidated financial statements.As d
141、iscussed with the Auditors,it is currently expected that a qualified opinion will be issued on the Groups consolidated financial statements for the year ending 30 September 2025 due to the inclusion of the comparative results.However,this qualified opinion would have no material effect on the Groups
142、 consolidated statement of financial position as at 30 September 2025 and is expected to be removed for the year ending 30 September 2026 onward.As such,the Management considered that the Qualified Opinion was addressed,and acknowledged and agreed with the audit opinion issued by the Auditors based
143、on their professional and independent assessment.Audit Committees View on the Qualified OpinionThe Audit Committee has reviewed the audit opinion and discussed the audit modification with the Auditors.Having considered the Office remained restricted by the Authorities and the required information co
144、uld not be accessed,the Audit Committee understood that the Auditors were unable to obtain sufficient appropriate audit evidence in relation to the Ri Ying Group and agreed with the Qualified Opinion issued by the Auditors.The Audit Committee has also discussed with the Management regarding their po
145、sition on the Qualified Opinion.Given that the Ri Ying Group was disposed during the year ended 30 September 2024,the Audit Committee also concurred with the Managements view that the Qualified Opinion would not have a continuing effect on the Groups consolidated financial statements.Biographical De
146、tails of Directors and Senior ManagementANNUAL REPORT 2024 Shing Chi Holdings Limited17EXECUTIVE DIRECTORSDr.Lau Chi Wang,B.B.S.,J.P.,（劉志宏）(“Dr.CW Lau”),aged 77,is the chairman of the Company(the“Chairman”)and an executive Director.Dr.CW Lau is responsible for overseeing the Groups corporate governa
147、nce,setting the corporate policy and supervising all matters at the Board level.Dr.CW Lau was appointed as a Director on 3 January 2018 and redesignated as the Chairman and an executive Director on 12 February 2018.Dr.CW Lau is also a member of the investment committee of the Company(the“Investment
148、Committee”).Dr.CW Lau is currently a director of Fong On Construction Limited,Fong On Geotechnics Limited,Po Shing Construction Limited and James Lau&Associates Limited.Dr.CW Lau was appointed as a Justice of the Peace in July 2002 by the Chief Executive of Hong Kong.In July 2009,Dr.CW Lau was award
149、ed the Bronze Bauhinia Star for his contribution to Hong Kong.Dr.CW Lau has over 51 years of experience in construction,design and research in the field of civil engineering.Dr.CW Lau worked as a trainee designer at Redpath Dorman Long Limited from 1968 to 1971 with his last position held as a site
150、engineer.He then re-joined Redpath Dorman Long Limited as a design engineer from 1972 to 1973.Dr.CW Lau subsequently worked as a research assistant at Kings College London from 1973 to 1976 and obtained his PhD from the University of London in 1977 based on his research work.He later worked as a soi
151、ls engineer in the Buildings Ordinance Office(currently known as the Buildings Department)from 1977 to 1980.He then joined Wong&Ouyang(HK)Limited as an assistant chief structural engineer from 1980 to 1989 with his last position held as chief civil engineer and a director of Wong&Ouyang(Civil Struct
152、ural Engineering)Limited.Dr.CW Lau has been an authorised person,a registered structural engineer and a registered geotechnical engineer under the Buildings Ordinance(Chapter 123 of the Laws of Hong Kong)since July 1983,December 1994 and April 2005,respectively.He has also been a chartered engineer
153、of The Council of Engineering Institutions,a registered professional engineer(civil,structural and geotechnical)of Hong Kong Engineers Registration Board and a first class registered structural engineer of the Peoples Republic of China approved by the National Administration Board of Architectural R
154、egistration since August 1972,May 1995 and March 2002,respectively.Dr.CW Lau was granted the qualification as a barrister by The Honourable Society of Grays Inn and was called to the English and Hong Kong Bar in July 1992 and September 1993,respectively.Dr.CW Lau obtained a Higher Diploma in Structu
155、ral Engineering from Hong Kong Technical College(currently known as The Hong Kong Polytechnic University)in July 1968.He later obtained a Master of Science in the Faculty of Technology from The Victoria University of Manchester(currently known as the University of Manchester)in December 1972.He then
156、 obtained a Doctor of Philosophy in Geotechnical Engineering from University of London in August 1977.He obtained a Master of Business Administration from The Chinese University of Hong Kong in December 1982.He subsequently completed a Bachelor of Laws and Master of Science in Financial Economics fr
157、om the University of London in August 1985 and December 1994,respectively.He later obtained a Master of Laws from the University of Hong Kong in December 1999.Dr.CW Lau is the brother of Mr.Lau Chi Ming and Dr.Lau Chi Keung,and the father of Ms.Lau Yan Ki Patricia.Biographical Details of Directors a
158、nd Senior ManagementShing Chi Holdings Limited ANNUAL REPORT 202418Mr.Lau Chi Ming（劉志明）(“Mr.CM Lau”),aged 74,is the deputy chairman of the Company and an executive Director.Mr.CM Lau is responsible for carrying out all the duties of the Chairman in his absence.He was appointed as a Director on 3 Jan
159、uary 2018 and re-designated as an executive Director on 12 February 2018.Mr.CM Lau is also the chairman of the Investment Committee and a member of the remuneration committee of the Company(the“Remuneration Committee”).Mr.CM Lau is currently a director of Fong On Construction Limited,Fong On Geotech
160、nics Limited,Po Shing Construction Limited and James Lau&Associates Limited.Mr.CM Lau has over 41 years of experience in engineering.Mr.CM Lau worked in American Engineering Corporation(Hong Kong)Limited from August 1981 to February 1985 with his last position held as a project engineer.He then work
161、ed as a senior HVAC engineer in Aoki Corporation from March 1985 to August 1987.He went on to work as a building services engineer in The Hong Kong Tuberculosis,Chest and Heart Diseases Association and the Architectural Services Department from September 1987 to October 1989 and November 1989 to Apr
162、il 1993,respectively.Mr.CM Lau has been a member of The Chartered Institution of Building Services,a member of The Hong Kong Institution of Engineers and a chartered engineer of The Chartered Institution of Building Services Engineers since July 1984,January 1986 and January 1988,respectively.Mr.CM
163、Lau has been a registered professional engineer(BSS)of Hong Kong Engineers Registration Board since November 2011.Mr.CM Lau obtained a Bachelor of Science in Mechanical Engineering from the University of Leeds in July 1979.He then obtained a Master of Science in Management Science from Imperial Coll
164、ege of Science and Technology(currently known as The Imperial College London)in January 1981.Mr.CM Lau is the brother of Dr.CW Lau and Dr.Lau Chi Keung,and the uncle of Ms.Lau Yan Ki Patricia.Dr.Lau Chi Keung（劉志強）(“Dr.CK Lau”),aged 69,is the chief executive officer of the Company(the“Chief Executive
165、 Officer”)and an executive Director.Dr.CK Lau is responsible for overseeing the Groups operation,business development,human resources,finance and administration.Dr.CK Lau was appointed as a Director on 3 January 2018 and re-designated as the Chief Executive Officer and an executive Director on 12 Fe
166、bruary 2018.Dr.CK Lau is also a member of the nomination committee of the Company(the“Nomination Committee”)and the Investment Committee.He is currently a director of Fong On Construction Limited,Fong On Geotechnics Limited,Po Shing Construction Limited and James Lau&Associates Limited.Dr.CK Lau has
167、 served as an independent non-executive director of Wecon Holdings Limited(stock code:1793),a company listed on the Main Board of the Stock Exchange since January 2019.Dr.CK Lau has over 41 years of experience in engineering.Dr.CK Lau worked as a graduate engineer in Ho Chung,Wallace Evans&Company L
168、imited in August 1978 with his last position held as an engineer in 1984.He was then employed by WS Atkins(Services)Limited as a group engineer with his last position held as a senior group engineer and head of the soil structure interaction group from May 1988 to August 1994.Dr.CK Lau worked as an
169、adjunct professor in City University of Hong Kong from June 2006 to June 2012 and The Hong Kong Polytechnic University from April 2002 to March 2005.He has re-joined The Hong Kong Polytechnic University as an adjunct professor since March 2016.He has also been appointed as an adjunct associate profe
170、ssor in the Department of Civil Engineering of the University of Hong Kong from September 2018 to August 2020.He has also been appointed as an adjunct professor of Civil and Environmental Engineering of The Hong Kong University of Science and Technology since April 2020.Biographical Details of Direc
171、tors and Senior ManagementANNUAL REPORT 2024 Shing Chi Holdings Limited19Dr.CK Lau has been a registered professional engineer(civil,geotechnical and structural)of Hong Kong Engineers Registration Board since October 1997.He has also been a registered structural engineer,an authorised person,a regis
172、tered geotechnical engineer and a registered inspector under the Buildings Ordinance(Chapter 123 of the Laws of Hong Kong)since August 1997,April 1998,May 2005 and November 2012,respectively.He has been a first class registered structural engineer approved by the National Administration Board of Eng
173、ineer Registration since June 2000 and appointed by 廣東省人社廳 with a 岩土正高級工程師職稱 in 2024.Dr CK Lau has also been an arbitrator and a mediator of The Hong Kong Institution of Engineers,an accredited general mediator of Hong Kong Mediation Accreditation Association Limited and an accredited adjudicator of
174、 Hong Kong International Arbitration Centre since 2005,2013 and 2015,respectively.He was admitted as a fellow of the Hong Kong Institute of Arbitrators in May 2018.Dr.CK Lau was appointed by The Hong Kong Institute of Engineers Council as the Chairman of the Geotechnical Discipline Advisory Panel on
175、 20 July 2023.Dr.CK Lau obtained a Bachelor of Science in Civil and Structural Engineering from University College Cardiff(currently known as Cardiff University)in July 1978.He further obtained a Master of Philosophy in Soil Mechanics and a Doctor of Philosophy in Soil Mechanics from the University
176、of Cambridge in December 1985 and May 1989,respectively.Dr.CK Lau is the brother of Dr.CW Lau and Mr.CM Lau,and the uncle of Ms.Lau Yan Ki Patricia.Ms.Lau Yan Ki Patricia（劉恩琪）(“Ms.Lau”),aged 45,was appointed as an executive Director since 9 August 2023.Ms.Lau is responsible for overseeing the Groups
177、 financial issue.Ms.Lau has over 20 years of experience in the investment banking industry.She held various positions in the investment banking industry and she has been the managing director of Credit Suisse Investment Bank.Ms.Lau is currently the executive director of Alpha Course Hong Kong Limite
178、d,a charitable institution of a public character recognised under section 88 of the Inland Revenue Ordinance(Chapter 112 of the Laws of Hong Kong),which provides a platform for individuals to explore life and faith in an open environment.Ms.Lau obtained a masters degree in engineering and a bachelor
179、s degree of arts from University of Cambridge in June 2002.She has been a member of the CFA Institute since September 2008.Ms.Lau is the daughter of Dr.CW Lau and the niece of Mr.CM Lau and Dr.CK Lau.Biographical Details of Directors and Senior ManagementShing Chi Holdings Limited ANNUAL REPORT 2024
180、20INDEPENDENT NON-EXECUTIVE DIRECTORSMr.Leung Bing Kwong Edward（梁秉綱）(“Mr.Leung”),aged 65,was appointed as an independent non-executive Director on 17 September 2018.He is also the chairman of the Nomination Committee and a member of each of the audit committee of the Company(the“Audit Committee”),th
181、e Remuneration Committee and the Investment Committee.Mr.Leung is responsible for making independent judgement and advising on the issue of strategy,performance,resources and standard of conduct of the Group.Mr.Leung worked as an assistant civil and a geotechnical engineer in Brickell,Moss and Partn
182、ers,Consulting Civil&Geotechnical Engineers from 1982 to 1986.He then worked as a project engineer in P.Y.Leung&Associates Limited and Yolles Partnership from 1986 to 1988 and 1988 to 1992,respectively.Mr.Leung rejoined P.Y.Leung&Associates Limited in 1992 and has been a director since then.Mr.Leung
183、 has been a professional engineer of the Association of Professional Engineers of Ontario and a registered professional engineer(civil)of Hong Kong Engineers Registration Board since July 1990 and November 1994,respectively.Mr.Leung has also been a registered structural engineer and an authorised pe
184、rson under the Buildings Ordinance(Chapter 123 of the Laws of Hong Kong)since March 1996 and November 1996,respectively.Mr.Leung obtained a Bachelor of Science in Civil Engineering from Queens University at Kingston in May 1982.Mr.Pang Ka Hang（彭嘉恆）(“Mr.Pang”),aged 69,was appointed as an independent
185、non-executive Director on 17 September 2018.He is also the chairman of the Audit Committee and a member of each of the Remuneration Committee,the Nomination Committee and the Investment Committee.Mr.Pang is responsible for making independent judgement and advising on the issues of strategy,performan
186、ce,resources and standard of conduct of the Group.Mr.Pang was the partner of Pang&Ma,Chartered Accountants from 1982 to 1987.He then worked as a president of Pang and Ma Limited from 1990 to 2017.Mr.Pang has been a chartered accountant of The Institute of Chartered Accountants of Ontario and a membe
187、r of the Hong Kong Society of Accountants(currently known as The Hong Kong Institute of Certified Public Accountants)since March 1980 and June 1982 respectively.Mr.Pang obtained a Bachelor of Business Administration from Wilfrid Laurier University in October 1976.Mr.Wong Chun Nam（黃鎮南）,B.B.S.,J.P.(“M
188、r.Duffy Wong”),aged 71,was appointed as an independent non-executive Director on 17 September 2018.He is also the chairman of the Remuneration Committee and a member of each of the Audit Committee,the Nomination Committee and the Investment Committee.Mr.Duffy Wong is responsible for making independe
189、nt judgement and advising on the issues of strategy,performance,resources and standard of conduct of the Group.Biographical Details of Directors and Senior ManagementANNUAL REPORT 2024 Shing Chi Holdings Limited21Mr.Duffy Wong is a founder and consultant of Ho,Wong&Wong,Solicitors&Notaries until Aug
190、ust 2024.He is now a consultant of K.B.Chau&Co.Solicitors&Notaries.Mr.Duffy Wong has served as an independent non-executive director of Water Oasis Group Limited(Stock Code:1161),a company listed on the Main Board of the Stock Exchange since December 2001.Mr.Duffy Wong has been a solicitor in Hong K
191、ong since 1982,a notary public since 1994,an associate and a fellow of the Chartered Governance Institute since 1980 and 1990,respectively.He has also been a fellow of the Hong Kong Chartered Governance Institute since 1994.In addition,he has been a Chartered Tax Adviser of The Taxation Institute of
192、 Hong Kong since 2010 and an Accredited General Mediator of the Hong Kong International Arbitration Centre since 2011.He participates in many public services including being a Justice of the Peace and a member of the Torture Claims Appeal Board.SENIOR MANAGEMENTMr.Li Chi Ho（李志豪）(“Mr.Li”),aged 50,is
193、the chief engineer of the Group.Mr.Li is primarily responsible for the overall management of the Groups projects,design and business development.Mr.Li first joined the Group as a graduate engineer in Fong On Construction Ltd.in June 1996 with his last position held as an assistant engineer in Decemb
194、er 2005.He then worked as an assistant engineer in Hyder Consulting Limited from December 2005 to June 2006.Mr.Li re-joined the Group as an engineer in June 2006 and was appointed as the chief engineer in June 2024.Mr.Li has been a member of The Institution of Structural Engineers since September 20
195、10 and Chartered Engineer of Engineering Council UK in 2010.Mr.Li has also been a member of The Hong Kong Institution of Engineers since March 2011 and Registered Professional Engineer(structural)of Hong Kong Engineers Registration Board since April 2012.Mr.Li obtained a Bachelor of Engineering in C
196、ivil and Structural Engineering from The Hong Kong Polytechnic University in November 2003.Mr.Wong Kai Wa（黃啟華）(“Mr.Wong”),aged 60,is the general manager of Po Shing Construction Limited.Mr.Wong first joined the Group as a project manager in July 2004 and was appointed as the senior project manager o
197、n 1 July 2014.Mr.Wong was further promoted to general manager on 1 February 2019.He is primarily responsible for the overall management of the Groups projects,operations and business development.Prior to joining the Group,Mr.Wong worked as a foreman in Yau Lee Construction Company Limited from April
198、 1986 to June 1994.Mr.Wong then worked as an assistant project manager in Ytong Hong Kong Limited from June 1994 to August 1997.He subsequently worked as a project manager in Fong On Construction&Engineering Company Limited from August 1997 to October 2003.Biographical Details of Directors and Senio
199、r ManagementShing Chi Holdings Limited ANNUAL REPORT 202422Mr.Wong was awarded a Certificate in Building Studies by Vocational Training Council in July 1993.He then obtained a Higher Certificate in Building Studies from Hong Kong Technical Colleges(currently known as Hong Kong Institute of Vocationa
200、l Education)in July 1996.He later obtained a Professional Diploma in Construction Project Management from The University of Hong Kong,School of Professional and Continuing Education in July 2001.He then obtained a Bachelor of Science in Work Based Learning Studies(Construction Project Management)fro
201、m Middlesex University in January 2004.He further obtained a Diploma in Occupational Health and Safety from Li Ka Shing Institute of Professional and Continuing Education of The Open University of Hong Kong in January 2005.Mr.Mok Kwai Hing（莫桂興）(“Mr.Mok”),aged 59,is the general manager of Fong On Con
202、struction Limited.Mr.Mok first joined the Group as a project manager in December 2003 and was appointed as the senior project manager on 1 January 2014.Mr.Mok was further promoted to general manager on 1 February 2019.He is primarily responsible for the overall management of the Groups projects,oper
203、ations and business development.Prior to joining the Group,Mr.Mok worked as an engineering draftsman in David S.K.Au&Associates Limited from October 1990 to April 1994.He then worked as a quantity surveyor in Hong Kong Dredging Limited from May 1994 to April 1996.He subsequently worked as a project
204、manager in Fong On Construction&Engineering Company Limited from May 1996 to October 2003.Mr.Mok was awarded a Certificate in Civil Engineering Studies by Vocational Training Council in July 1988.He further obtained a Higher Certificate in Civil Engineering from The Hong Kong Polytechnic(currently k
205、nown as The Hong Kong Polytechnic University)in November 1990.COMPANY SECRETARYMs.Yim Sau Ping（嚴秀屏）(“Ms.Yim”),aged 42,was appointed as the company secretary of the Company(the“Company Secretary”)on 12 February 2018.Prior to joining the Group,Ms.Yim worked for Boill Healthcare Holdings Limited(former
206、ly known as Ngai Shun Holdings Limited)(stock code:1246),a company listed on the Main Board of the Stock Exchange,as a company secretary from October 2014 to May 2015,and as a financial controller from October 2014 to August 2015.She also worked for Tonking New Energy Group Holdings Limited(formerly
207、 known as JC Group Holdings Limited)(stock code:8326),a company listed on the GEM of the Stock Exchange as a company secretary from November 2013 to December 2013,and as an accounting manager from April 2012 to December 2013.She has been a director of Blooming(HK)Business Limited,a company primarily
208、 engaged in corporate advisory and company secretarial services,since October 2015.Ms.Yim obtained a Bachelor of Arts in Accountancy from The Hong Kong Polytechnic University in December 2007.She has been a member and a fellow of the Hong Kong Institute of Certified Public Accountants since January
209、2010 and October 2017,respectively.She has accumulated more than 10 years of experience in accounting,auditing and financial management in international audit firm,financial institution and listed companies.Corporate Governance ReportINTRODUCTIONThe Company is committed to achieving and maintaining
210、high standards of corporate governance,as the Board believes that good and effective corporate governance practices are key to obtain and maintain the trust of the shareholders of the Company and other stakeholders,and are essential for encouraging accountability and transparency so as to sustain th
211、e success of the Group and to create long-term value for the shareholders of the Company.CORPORATE GOVERNANCE PRACTICEThe Company has adopted the principles and code provisions set out in the Corporate Governance Code(the“CG Code”)as set out in Appendix C1 to the Rules Governing the Listing of Secur
212、ities on the Stock Exchange(the“Listing Rules”).The Company has fully complied with the CG Code during the year ended 30 September 2024.In December 2021,the Stock Exchange published the conclusions to its consultation on Review of Corporate Governance Code,Appendix C1 to the Listing Rules and the as
213、sociated Listing Rules.Most of the amendments are applicable for financial year commencing on or after 1 January 2022.A good part of the new requirements under the amended Corporate Governance Code have long been adopted by the Group as our corporate governance practices over the years.These are hig
214、hlighted in the following table:New RequirementsGroups practicesAlign the companys culture with its purpose,values and strategy(Code Provision A.1.1)A healthy corporate culture across the Group is vital for the Group to achieve its vision and mission towards sustainable growth.It is the Boards role
215、to foster a corporate culture with three core principles to guide the behaviours of its employees,and ensure that the Companys vision,values and business strategies are aligned to it.For details,please refer to“Culture and Values”section of this Corporate Governance Report.Establish policy(ies)and s
216、ystem(s)that promote and support anti-corruption laws and regulations(Code Provision D.2.7)The Groups anti-corruption policy was introduced in September 2022.The policy covers activities such as anti-corruption,code of conduct,guidance on gifts,entertainment and gratuities,the Groups expectations an
217、d requirements of business ethics,as well as investigation and reporting mechanism of suspected corruption practices.Any convicted cases will be reported to the Board and the Audit Committee.For details,please refer to“Risk Management and Internal Control Anti-corruption Policy”section of this Corpo
218、rate Governance Report.ANNUAL REPORT 2024 Shing Chi Holdings Limited23Corporate Governance ReportNew RequirementsGroups practicesEstablish whistleblowing policy and system(Code Provision D.2.6)The Groups whistleblowing policy was introduced in September 2022.Any convicted cases will be reported to t
219、he Board and the Audit Committee.For details,please refer to“Risk Management and Internal Control Whistleblowing Policy”section of this Corporate Governance Report.Communications with shareholders and annual review(Paragraph L of the Mandatory Disclosure Requirement)The Groups shareholders communica
220、tion policy(the“Shareholders Communication Policy”)sets out the Groups commitment of maintaining an effective ongoing dialogue with shareholders.The Shareholders Communication Policy is reviewed by the Audit Committee on a regular basis.The Board is committed to assessing the independence of the ind
221、ependent non-executive Directors annually and ensuring that independent views and input are made available to the Board.For details,please refer to“Communication with shareholders and investor relations”section of this Corporate Governance Report.Equity-based remuneration(e.g.share options or grants
222、)with performance related elements should not be granted to independent non-executive directors(Recommended Best Practice E.1.9)We have a benchmarked approach in determining our non-executive Directors fees,which does not involve equity-based remuneration with performance-related elements.The level
223、of fees payable to non-executive Directors(including independent non-executive Directors)is also subject to shareholders approval.Annually review the board diversity policy;and disclose the mechanism(s)to ensure independent views and input are available to the board,and annual review of the implemen
224、tation and effectiveness of such mechanism(s)(Code Provisions B.1.3 and B.1.4)The Groups Board diversity policy(the“Diversity Policy”)was adopted by the Board in December 2018 and is subject to annual review by the Nomination Committee.The Diversity Policy formally recognises the practice of ensurin
225、g that independent views and input are made available to the Board;details of which are explained in the section“Independent non-executive Directors”in this Corporate Governance Report.The Board is committed to assessing the independence of the independent non-executive Directors annually and ensuri
226、ng that independent views and input are made available to the Board.Shing Chi Holdings Limited ANNUAL REPORT 202424Corporate Governance ReportNew RequirementsGroups practicesGender diversity targets at board level and across workforceBoard level to set and disclose numerical targets and timelines fo
227、r achieving gender diversity.Workforce level to disclose and explain the gender ratio(including senior management),any plans or measurable objectives the company has set for achieving gender diversity.(Paragraph J of the Mandatory Disclosure Requirement)The Board currently has one female Director.Cu
228、rrent female representation at Board level is approximately 14.3%.Gender diversity at workforce levels(including our senior management)is disclosed in this annual report.Nomination Committee chaired by an independent non-executive director and comprising a majority of independent non-executive direc
229、tors(Listing Rule 3.27A)The Nomination Committee,which comprises a majority of independent non-executive Directors,has been chaired by an independent non-executive Director since the Listing.For details,please refer to“Nomination Committee”section of this Corporate Governance Report.Elaborate the li
230、nkage between corporate governance and ESG(Introductory paragraph in the Corporate Governance Code,Principle D.2,Code Provisions D.2.2 and D.2.3)The linkage is shown in“ESG Governance”section of ESG Report.Publish ESG reports at the same time as publication of annual reports(Listing Rule 13.91(5)(d)
231、and paragraph 4(2)(d)of the ESG Reporting Guide)The ESG Report has been published at the same time as the annual report for each year since the Listing.CULTURES AND VALUESA healthy corporate culture across the Group is integral to attain its vision and strategy.It is the Boards role to foster a corp
232、orate culture with the following core principles and to ensure that the Companys vision,values and business strategies are aligned to it.1.Integrity and code of conductThe Group strives to maintain high standards of business ethics and corporate governance across all our activities and operations.Th
233、e Directors,management and staff are all required to act lawfully,ethically and responsibly,and the required standards and norms are explicitly set out in the training materials for all new staff and embedded in various policies such as the Groups employee handbook(including therein the Groups code
234、of conduct),the anti-corruption policy and the whistleblowing policy of the Group.Trainings are conducted from time to time to reinforce the required standards in respect of ethics and integrity.ANNUAL REPORT 2024 Shing Chi Holdings Limited25Corporate Governance Report2.CommitmentThe Group believes
235、that the culture of commitment to workforce development,workplace safety and health,diversity,and sustainability is one where people have a feeling of commitment and emotional engagement with the Groups mission.This sets the tone for a strong,productive workforce that attracts,develops,and retains t
236、he best talent and produces the highest quality work.Moreover,the Companys strategy in the business development and management are to achieve long-term,steady and sustainable growth,while having due considerations from environment,social and governance aspects.MODEL CODE FOR SECURITIES TRANSACTIONS
237、BY DIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Companies(the“Model Code”)set out in Appendix C3 to the Listing Rules as the code of conduct regarding securities transactions by directors.Having made specific enquiry,all Directors have fully comp
238、lied with the required standards set out in the Model Code during the year ended 30 September 2024 and up to the date of this annual report.DIRECTORS RESPONSIBILITIESThe Board takes the responsibility to oversee all major matters of the Company,including but not limited to formulating and approving
239、the overall strategies and business performance of the Company,monitoring the financial performance and internal control as well as overseeing the risk management system of the Company and monitoring the performance of senior executives.The Board is also responsible for performing the corporate gove
240、rnance duties including the development and reviewing the Companys policies and practices on compliance with legal and regulatory requirements,developing,reviewing and monitoring the code of conduct and compliance manual(if any)applicable to employees and Directors and reviewing the Companys complia
241、nce with the CG Code and the disclosures in this annual report.Liability insurance for the Directors and senior management officers of the Company was maintained by the Company with coverage for any legal liabilities which may arise in the course of performing their duties.DELEGATION BY THE BOARDDai
242、ly operation and managing of the business of the Group,inter alia,the implementation of strategies are delegated to the executive Directors along with other senior executives.They report periodically to the Board their work and business decisions.Board CompositionThe composition of the Board as at t
243、he date of this annual report is set out as follows:Executive DirectorsDr.Lau Chi Wang(Chairman)Mr.Lau Chi MingDr.Lau Chi Keung(Chief Executive Officer)Ms.Lau Yan Ki PatriciaShing Chi Holdings Limited ANNUAL REPORT 202426Corporate Governance ReportIndependent non-executive DirectorsMr.Leung Bing Kwo
244、ng EdwardMr.Pang Ka HangMr.Wong Chun NamBiographical details of the Directors are set out in the“Biographical Details of Directors and Senior Management”section on pages 17 to 22 of this annual report.The proportion of independent non-executive Directors is higher than what is required by Rules 3.10
245、(1)and(2),and 3.10A of the Listing Rules whereby independent non-executive directors of a listed issuer represent at least one-third of the board of directors.The three independent non-executive Directors represent more than one-third of the Board and at least one of whom has appropriate professiona
246、l qualifications,or accounting or related financial management expertise.With the various experience of both the executive Directors and the independent non-executive Directors and the nature of the Groups business,the Board considered that the Directors have a balance of skills and experience for t
247、he business of the Group.INDEPENDENT NON-EXECUTIVE DIRECTORSThe independent non-executive Directors play a significant role in the Board as they bring an impartial view on the Groups strategies,performance and control,as well as ensure that the interests of all shareholders are considered.All indepe
248、ndent non-executive Directors possess appropriate academic,professional qualifications or related financial management experience.None of the independent non-executive Directors held any other offices in the Company or any of its subsidiaries or is interested in any shares of the Company.In order to
249、 ensure that independent views and input of the independent non-executive Directors are made available to the Board,the Nomination Committee and the Board are committed to assess the Directors independence annually with regards to all relevant factors related to the independent non-executive Directo
250、rs including the following:required character,integrity,expertise,experience and stability to fulfill their roles;time commitment and attention to the Companys affairs;firm commitment to their independent roles and to the Board;declaration of conflict of interest in their roles as independent non-ex
251、ecutive Directors;no involvement in the daily management of the Company nor in any relationship or circumstances which would affect the exercise of their independent judgement;and the Chairman meets with the independent non-executive Directors regularly without the presence of the executive Director
252、s.The implementation and effectiveness of the above mechanism shall be reviewed by the Board on an annual basis.The Company has received from each independent non-executive Director an annual confirmation of his independence,and the Company considers such Directors to be independent in accordance wi
253、th the criteria set out in Rule 3.13 of the Listing Rules.ANNUAL REPORT 2024 Shing Chi Holdings Limited27Corporate Governance ReportAPPOINTMENT AND RE-ELECTION OF DIRECTORSEach of Dr.CW Lau,Mr.CM Lau,Dr.CK Lau has renewed his service contract with the Company for an additional term of three years co
254、mmencing from 16 October 2024.Ms.Lau has entered into a service contract with the Company for a term of three years from 9 August 2023.The letters of appointment of each of the independent non-executive Director was renewed for a term of three years commencing on 16 October 2024.The service contract
255、s and letters of appointment are subject to termination in accordance with their respective terms.The service contracts may be renewed in accordance with the memorandum and articles of association of the Company and the applicable Listing Rules.According to article 108 of the Companys memorandum and
256、 articles of association,one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company,provided that every Director shall retire from office by rotation and are subject to re-election at annual general meeting at least once every th
257、ree years.Article 112 of the Companys memorandum and articles of association provides that any Directors who are appointed to fill casual vacancies shall hold office only until the first general meeting of the Company after their appointment,and are subject to re-election by shareholders of the Comp
258、any.Any Directors appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.Pursuant to article 108 and 112 of the Companys memorandum and articles of association,each o
259、f Mr.CM Lau,Mr.Leung and Mr.Pang will retire from office as Directors at the forthcoming annual general meeting of the Company to be held on 19 March 2025.Mr.CM Lau,Mr.Leung and Mr.Pang,being eligible,will offer themselves for re-election.At the forthcoming annual general meeting of the Company,sepa
260、rate ordinary resolutions will be put forward to the shareholders of the Company in relation to the proposed re-election of Mr.CM Lau as an executive Director,and Mr.Leung and Mr.Pang as independent non-executive Directors.CHAIRMAN AND CHIEF EXECUTIVE OFFICERCode provision C.2.1 of the CG Code stipu
261、lates that the roles of Chairman and Chief Executive Officer should be separate and not to be performed by the same individual to avoid power being concentrated in any one individual.Dr.CW Lau is the Chairman and Dr.CK Lau is the Chief Executive Officer.DIRECTORS TRAINING AND PROFESSIONAL DEVELOPMEN
262、TIn compliance with the code provision C.1.4 of the CG Code,all Directors shall participate in continuous professional development to develop and refresh their knowledge and skills to ensure that they keep abreast of the current requirements.All Directors received training materials on update of Lis
263、ting Rules and directors duties.Shing Chi Holdings Limited ANNUAL REPORT 202428Corporate Governance ReportThe participation by individual Directors in the continuous professional development programme during the year ended 30 September 2024 is recorded in the table below:Name of DirectorsUpdate of L
264、isting Rules and directors duties for the year 2024 Executive DirectorsDr.Lau Chi WangMr.Lau Chi MingDr.Lau Chi KeungMs.Lau Yan Ki PatriciaIndependent non-executive DirectorsMr.Leung Bing Kwong EdwardMr.Pang Ka HangMr.Wong Chun NamThe Group continuously updates the Directors on the latest developmen
265、ts regarding the Listing Rules and other applicable regulatory requirements,so as to ensure that the Directors are aware of their responsibilities and obligations as well as to maintain good corporate governance practices.BOARD COMMITTEESThe Board has established four Board committees,namely,the Rem
266、uneration Committee,the Nomination Committee,the Audit Committee and the Investment Committee,for overseeing particular aspects of the Companys affairs.All Board committees have been established with defined written terms of reference,which are posted on the Companys website at www.shing-chi-.The te
267、rms of reference for Audit Committee,Nomination committee and Remuneration Committee are also posted on the Stock Exchanges website at www.hkexnews.hk.All Board committees should report to the Board on their decisions or recommendations made.The practices,procedures and arrangements in conducting me
268、etings of Board committees follow in line with,so far as practicable,those of the Board meetings set out above.All Board committees are provided with sufficient resources to perform their duties and,upon reasonable request,are able to seek independent professional advice in appropriate circumstance,
269、at the Companys expense.The Board is responsible for performing the corporate governance duties set out in the CG Code which included developing and reviewing the Companys policies and practices on corporate governance,training and continuous professional development of Directors,and reviewing the C
270、ompanys compliance with the code provisions in the CG Code and disclosures in this annual report.ANNUAL REPORT 2024 Shing Chi Holdings Limited29Corporate Governance ReportRemuneration CommitteeThe Remuneration Committee was established on 17 September 2018.The chairman of the Remuneration Committee
271、is Mr.Duffy Wong,the independent non-executive Director,and other members include Mr.CM Lau,an executive Director,Mr.Leung and Mr.Pang,the independent non-executive Directors.The written terms of reference of the Remuneration Committee is posted on the Stock Exchanges website and the Companys websit
272、e.The Remuneration Committee has been charged with the responsibility of making recommendations to the Board on the appropriated policy and structures for all aspects of the Directors and senior managements remuneration.The Remuneration Committee considers factors such as salaries paid by comparable
273、 companies,time commitment and responsibilities of the Directors,employment conditions elsewhere in the Group and desirability of performance-based remuneration.The Remuneration Committee held one meeting to review the remuneration packages and emoluments of the Directors and senior management and c
274、onsidered that they are fair and reasonable during the year ended 30 September 2024.No Director nor any of his/her associates is involved in deciding his/her own remuneration.Nomination CommitteeThe Nomination Committee was established on 17 September 2018.The chairman of the Nomination Committee is
275、 Mr.Leung,the independent non-executive Director,and other members include Dr.CK Lau,the Chief Executive Officer and an executive Director,Mr.Pang and Mr.Duffy Wong,the independent non-executive Directors.The written terms of reference of the Nomination Committee is posted on the Stock Exchanges web
276、site and on the Companys website.The primary duties of the Nomination Committee are to review and assess the composition of the Board and the independence of the independent non-executive Directors and make recommendations to the Board on appointment of new Directors.In recommending candidates for a
277、ppointment to the Board,the Nomination Committee considers candidates on merit against objective criteria and with due regards to the benefits of diversity of the Board.During the year ended 30 September 2024,the Nomination Committee held one meeting to review and recommend the re-election of Direct
278、ors.In designing the Boards composition,Board diversity has been considered from a number of perspectives,including but not limited to gender,age,cultural and educational background,industry experience,technical and professional skills and/or qualifications,knowledge,length of services and time to b
279、e devoted as a Director.The Company will also take into account factors relating to its own business model and specific needs from time to time.The ultimate decision is based on merit and contribution that the selected candidates will bring to the Board.Nomination PolicyThe Nomination Committee will
280、 reference to the nomination policy(the“Nomination Policy”)adopted by the Group on 21 December 2018 for selecting and recommending candidates for directorships.Shing Chi Holdings Limited ANNUAL REPORT 202430Corporate Governance ReportSelection CriteriaThe Nomination Committee will evaluate,select an
281、d recommend candidate(s)for directorships to the Board by giving due consideration to criteria,having due regard to the benefits of diversity on the Board,including but not limited to gender,age,experience,cultural and educational background,expertise,skills and know-how,sufficient time to effective
282、ly carry out their duties,their services on other listed and non-listed companies should be limited to reasonable numbers,qualifications including accomplishment and experience in the relevant industries the Companys business is involved in,independence,reputation for integrity,potential contributio
283、ns that the individual(s)can bring to the Board and commitment to enhance and maximise shareholders value.Nomination ProcessThe Nomination Committee will recommend to the Board for the appointment of a Director in accordance with the following procedures and process:(a)By giving due consideration to
284、 the current composition and size of the Board,develop a list of desirable skills,perspectives and experience at the outset to focus the search effort;(b)To consult any source it deems appropriate in identifying or selecting suitable candidates,such as referrals from existing Directors,advertising,r
285、ecommendations from an independent agency firm and proposals from shareholders of the Company with due consideration given to the criteria;(c)To adopt any process it deems appropriate in evaluating the suitability of the candidates,such as interviews,background checks,presentations and third-party r
286、eference checks;(d)Upon considering a candidate suitable for the directorship,the Nomination Committee will hold a meeting and/or by way of written resolutions to,if thought fit,approve the recommendation to the Board for appointment;(e)To make the recommendation to the Board in relation to the prop
287、osed appointment and the proposed remuneration package;and(f)The Board will have the final authority on determining the selection of nominees.Board Diversity PolicyThe Board adopted the Diversity Policy on 21 December 2018.In designing the Boards composition,Board diversity is considered from a numb
288、er of perspectives,including but not limited to gender,age,experience,cultural and educational background,expertise,skills and know-how,length of services and time to be devoted as a Director.The Company will also take into account factors relating to its own business model and specific needs from t
289、ime to time.The ultimate decision is based on merit and contribution that the selected candidates will bring to the Board.The Nomination Committee will review this Diversity Policy,as appropriate,to ensure its effectiveness.As at the date of this annual report,the Board comprises seven Directors.Thr
290、ee Directors are independent non-executive Directors,thereby promoting critical review and control of the management process.ANNUAL REPORT 2024 Shing Chi Holdings Limited31Corporate Governance ReportAudit CommitteeThe Audit Committee was established on 17 September 2018.The chairman of the Audit Com
291、mittee is Mr.Pang,the independent non-executive Director,and other members include Mr.Leung and Mr.Duffy Wong,the independent non-executive Directors.The written terms of reference of the Audit Committee is posted on the Stock Exchanges website and on the Companys website.The Company has complied wi
292、th Rule 3.21 of the Listing Rules in that at least one of the members of the Audit Committee(which must comprise a minimum of three members and must be chaired by an independent non-executive Director)is an independent non-executive Director who possesses appropriate professional qualifications or a
293、ccounting related financial management expertise.The primary duties of the Audit Committee are mainly to review the financial information and oversee the financial reporting system,risk management and internal control systems and relationship with external auditors and to review arrangements to enab
294、le employees of the Company can use,in confidence,to raise concerns about possible improprieties in financial reporting,internal control or other matters of the Company.During the year ended 30 September 2024,the Audit Committee held five meetings to review and comment on the Companys 2023 annual re
295、sults and 2024 interim results as well as the Companys internal control system and risk management system;the audit planning meeting for both 2023 and 2024 annual audit;and discussion of the management accounts of the Group.The Groups consolidated financial statements for the year ended 30 September
296、 2024 have been reviewed by the Audit Committee.The Audit Committee is of the opinion that the consolidated financial statements of the Group for the year ended 30 September 2024 comply with applicable accounting standards,the Listing Rules and that adequate disclosures have been made.Investment Com
297、mitteeThe Investment Committee was established on 21 January 2021.The chairman of the Investment Committee is Mr.CM Lau,the executive Director,and other members include Dr.CW Lau and Dr.CK Lau,the executive Directors;and Mr.Leung,Mr.Pang and Mr.Duffy Wong,the independent non-executive Directors.The
298、written terms of reference of the Investment Committee is posted on the Companys website.During the year ended 30 September 2024,the Investment Committee held one meeting to discuss the investment strategy and capital usage of the Group.The duties of the Investment Committee are as follows:(a)Act in
299、 good faith and with due skill,care and diligence at all times;(b)Operate in accordance with these terms of reference at all times;(c)Assess the viability and the terms for any major investment project or financing arrangements of the Company;(d)Evaluate the feasibility,forecast,profits and loss cal
300、culations of the investment projects of the Company;(e)Analyse,consider,and determine whether any proposed investment project is in the best interests of the Company and its shareholders as a whole;Shing Chi Holdings Limited ANNUAL REPORT 202432Corporate Governance Report(f)Consider all relationship
301、s,developments and new investment opportunities between the Company and external business and/or parties;(g)Oversee the credit ratings and liquidity risk management of the Company;(h)Review the Companys investing capital and financing strategy from time to time;(i)Discuss the Companys position in re
302、spect of investment risk,including but not limited to foreign exchange risk,interest rate risk and investment products risk;(j)Review and evaluate the Companys liquidity and funding arrangements from time to time;(k)Monitor significant transactions and/or investment plans which might cause significa
303、nt impact to the Companys treasury position;(l)Consider and recommend the Board to implement appropriate policies in relation to the areas of treasury and investment(and any revision,as appropriate)from time to time;(m)Review,evaluate,and approve any reports in relation to the Companys investment or
304、 treasury position from time to time;(n)Ensure all records in relation to the Companys investments are kept properly;and(o)Report to the Company any matters that should be brought to the Companys attention when discharging its duties and when any specific area for improvement could be identified or
305、recommended.ATTENDANCE RECORDS OF MEETINGSThe Board meets regularly for considering,reviewing and/or approving matters relating to,among others,the financial and operating performance,as well as,the overall strategies and policies of the Company.Additional meetings are held when significant events o
306、r important issues are required to be discussed and resolved.During the year,the Chairman held a meeting with the independent non-executive Directors without the presence of other Directors.ANNUAL REPORT 2024 Shing Chi Holdings Limited33Corporate Governance ReportDetails of all Directors attendance
307、at the Board meeting,Board committees meeting held for the year ended 30 September 2024 are as follows:BoardMeetingAuditCommitteeMeetingRemunerationCommitteeMeetingNominationCommitteeMeeting2024 AnnualGeneralMeetingExtraordinary General MeetingNumber of meetings attended/held Executive DirectorsDr.L
308、au Chi Wang5/61/11/1Mr.Lau Chi Ming6/61/11/11/1Dr.Lau Chi Keung5/61/11/11/1Mr.Sun Wei(removed on 1 August 2024)(Note)0/50/10/1Ms.Lau Yan Ki Patricia6/61/11/1Independent non-executive DirectorsMr.Leung Bing Kwong Edward6/65/51/11/11/11/1Mr.Pang Ka Hang6/65/51/11/11/11/1Mr.Wong Chun Nam6/65/51/11/11/1
309、1/1Note:Mr.Sun Wei was removed as an executive Director on 1 August 2024.COMPANY SECRETARYThe Company Secretary assists the Board by ensuring the Board policy and procedures are followed.The Company Secretary is also responsible for advising the Board on corporate governance matters.The Company enga
310、ges an external service provider,which assigned Ms.Yim as the Company Secretary.Ms.Yim possesses the necessary qualifications and experience,and is capable of performing the functions of the Company Secretary.Pursuant to Code C.6.1 of the CG Code,an issuer can engage an external service provider to
311、provide company secretarial services,provided that the issuer should disclose the identity of a person with sufficient seniority at the issuer whom the external provider can contact.In this respect,the Company has nominated Mr.CM Lau,an executive Director as its contact point for Ms.Yim.For the year
312、 ended 30 September 2024,Ms.Yim undertook no less than 15 hours of relevant professional training to update her skill and knowledge.The biographical details of Ms.Yim are set out in the section headed“Biographical Details of Directors and Senior Management”of this annual report.Shing Chi Holdings Li
313、mited ANNUAL REPORT 202434Corporate Governance ReportINDEPENDENT AUDITORS REMUNERATIONDuring the year ended 30 September 2024,the remuneration paid or payable to the external auditors of the Company,HLB Hodgson Impey Cheng Limited and HLB Hodgson Impey Cheng Taxation Services Limited,in respect of t
314、he audit and non-audit services,respectively,were as follows:Services renderedRemuneration paid/payableHK$000 Audit services Annual audit services900Non-audit services Tax compliance services for the Group in relation to the Hong Kong profits tax41 941 SHAREHOLDERS RIGHTSAs one of the measures to sa
315、feguard shareholders interest and rights,separate resolutions are proposed at shareholders meetings on each substantial issue,including the election of individual directors,for shareholders consideration and voting.All resolutions put forward at shareholders meeting will be voted by poll pursuant to
316、 the Listing Rules and the poll voting results will be posted on the Stock Exchanges website and the Companys website after the relevant shareholders meeting.Extraordinary general meeting may be convened by the Board on requisition of shareholders holding not less than one-tenth of the paid-up capit
317、al of the Company or by such shareholders who made the requisition(the“Requisitionists”)(as the case may be)pursuant to article 64 of the memorandum and articles of association of the Company.Such requisition must state the object of business to be transacted at the meeting and must be signed by the
318、 Requisitionists and deposited at the registered office of the Company or the Companys principal place of business in Hong Kong.Shareholders should follow the requirements and procedures as set out in such article for convening an extraordinary general meeting.Shareholders may put forward proposals
319、with general meeting of the Company by sending the same to the Company at the principal place of business in Hong Kong.For putting forward any enquiries to the Board,shareholders may send written enquiries to the Company.Shareholders may send their enquiries or requests in respect of their rights to
320、 the Companys principal place of business in Hong Kong at 6/F,Kai Tak Commercial Building,Nos.317-319 Des Voeux Road Central,Sheung Wan,Hong Kong or by email at JLAfong-.hk.ANNUAL REPORT 2024 Shing Chi Holdings Limited35Corporate Governance ReportRISK MANAGEMENT AND INTERNAL CONTROLThe Group maintai
321、ns an effective internal control and risk management system.It consists,in part,of organisational arrangements with defined lines of responsibility and delegation of authority,and comprehensive systems and control procedures in order to safeguard the investment of the Companys shareholders and the G
322、roups assets at all times.The Directors acknowledge that they have overall responsibility for overseeing the Companys internal control,financial control and risk management system and shall monitor its effectiveness on an ongoing basis.A review of the effectiveness of the risk management and interna
323、l control systems has been conducted by the Board at least annually.Aimed at providing reasonable assurance against material errors,losses or fraud,the Company has established risk management procedures which comprised the following steps:Identify risks:Identify major and significant risks that coul
324、d affect the achievement of goals of the Group;Risk assessment:Assess and evaluate the identified risk according to its likely impact and the likelihood of occurrence;Risk mitigation:Develop effective control activities to mitigate the risks.Risk identification and assessment are performed or update
325、d annually,and the results of risk assessment,evaluation and mitigation of each function or operation are documented in the Risk Registry to communicate to the Board and management for reviews.The Groups risk management and internal control systems are,however,designed to manage rather than eliminat
326、e the risk of failure to achieve business objectives,and can only provide reasonable and not absolute assurance against material misstatement or loss.The Group has engaged an independent consultancy company to assist in reviewing the effectiveness of the risk management and the internal control syst
327、ems of the Company.If deficiencies in the risk management and internal controls are identified,recommendations are proposed to the Company for improvement.A review on effectiveness of the risk management and the internal control systems of the Company,including financial,operational and compliance c
328、ontrols and risk management functions has been carried out by an independent consultancy company with staff in possession of relevant expertise to conduct an independent review.The Audit Committee reviewed the internal control review report issued by the independent consultancy company and the Compa
329、nys risk management and internal control systems in respect of the year ended 30 September 2024 and considered that they are effective and adequate.There were no significant areas of concern identified during the year.The Board assessed the effectiveness of internal control systems by considering th
330、e internal control review report and reviews were performed by the Audit Committee and concurred the same.Having considered the reasons for the Qualified Opinion set out in the section headed“Details of the basis of the Qualified Opinion”,the Board considered that the Qualified Opinion arose from a
331、single incident and was not related to any material internal control deficiency of the Company.Should similar incident occur in the future,the Company will strive to minimise the impact by(i)actively seeking the professional advice;and(ii)requesting the local subsidiaries to regularly share the info
332、rmation that is accessible to central management remotely and conduct regular reviews to ensure that updated records are properly stored.Shing Chi Holdings Limited ANNUAL REPORT 202436Corporate Governance ReportThe Group has yet to establish its internal audit function during the year ended 30 Septe
333、mber 2024 as required under code provision D.2.5 of the CG Code.The Audit Committee and the Board have considered the internal control review report prepared by an independent consultancy company and communications with the Companys external auditors in respect of any material control deficiencies identified during the course of the financial statement audit to form the basis to review the adequac
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