SHEUNGYUEGP：ANNOUNCEMENTOFANNUALRESULTSFORTHEYEARENDED31MARCH2025.pdf

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1、 1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in rel

2、iance upon the whole or any part of the contents of this announcement.SHEUNG YUE GROUP HOLDINGS LIMITED上諭集團控股有限公司(Incorporated in the Cayman Islands with limited liability)(Stock Code:1633)ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2025The board(the“Board”)of directors(the“Directors”

3、)of Sheung Yue Group Holdings Limited(the“Company”)is pleased to present the annual results of the Company and its subsidiaries(collectively the“Group”)for the year ended 31 March 2025(the“Year”),together with the comparative figures for the year ended 31 March 2024(the“Previous Year”).2 CONSOLIDATE

4、D STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the year ended 31 March 202520252024NotesHK$000HK$000Revenue4(a)264,770361,257Cost of services(245,788)(330,009)Gross profit18,98231,248Other income4(b)3,4423,378Other gains,net4036Reversal of/(allowance for)expected credit loss(“ECL”)o

5、n financial assets,net1,096(950)Impairment loss on right-of-use assets(5,190)Administrative expenses(22,683)(23,874)(Loss)/profit from operation5(3,950)9,808Finance costs6(5,702)(5,522)(Loss)/profit before taxation(9,652)4,286Income tax8 (Loss)/profit and total comprehensive income for the year attr

6、ibutable to owners of the Company(9,652)4,286 HK centsHK cents(Loss)/earnings per share10 Basic and diluted(1.41)0.63 3 CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 March 202520252024NotesHK$000HK$000Non-current assetsPlant and equipment94,15286,013Right-of-use assets11,199Financial asset at

7、 fair value through profit or loss2,860Rental deposit11626643 94,778100,715 Current assetsInventories14,54114,477Contract assets96,241118,825Trade and other receivables1156,051102,979Pledged bank deposits2,0002,014Cash and cash equivalents13,10817,307 181,941255,602 Current liabilitiesTrade and othe

8、r payables1235,50260,499Lease liabilities3,9234,977Bank and other loans64,145105,938 103,570171,414 Net current assets78,37184,188 Total assets less current liabilities173,149184,903 Non-current liabilitiesLease liabilities1,4173,519 NET ASSETS171,732181,384 Capital and reservesShare capital6,8486,8

9、48Reserves164,884174,536 TOTAL EQUITY171,732181,384 4 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the year ended 31 March 20251.GENERALThe Company was incorporated in the Cayman Islands on 23 March 2016 as an exempted company with limited liability under the Companies Act,Cap.22(Law 3 of 1961,

10、as consolidated and revised)of the Cayman Islands.The registered office of the Company is located at the Cricket Square,Hutchins Drive,PO Box 2681,Grand Cayman,KY1-1111,Cayman Islands.The principal place of business of the Company is Unit 103105,1st Floor,New East Ocean Centre,9 Science Museum Road,

11、Tsim Sha Tsui East,Kowloon,Hong Kong.The Company,an investment holding company,and its subsidiaries are principally engaged in the provision of foundation works including piling construction,excavation and lateral support(“ELS”)works,pile cap construction,site formation and ancillary services in Hon

12、g Kong and Macau.The consolidated financial statements are presented in Hong Kong dollars(“HK$”),which is also the functional currency of the Company,and all values are rounded to the nearest thousands,except when otherwise indicated.Each entity in the Group maintains its books and records in its ow

13、n functional currency.As at 31 March 2025 and 2024,the Board hereby acknowledges that the immediate holding company is Favourable Year Limited,a company incorporated in the British Virgin Islands(the“BVI”),and ultimate holding company of the Company is Creative Elite Global Limited,a company incorpo

14、rated in the BVI.The ultimate controlling party of Creative Elite Global Limited is vested in the director of the Company,Mr.Chan Lap Wai Gary,and his spouse,Ms.Vane Siu Ling Linda.2.STATEMENT OF COMPLIANCE AND APPLICATION OF NEW AND AMENDMENTS TO HKFRS ACCOUNTING STANDARDS2.1 Statement of complianc

15、eThe consolidated financial statements have been prepared in accordance with HKFRS Accounting Standards which comprise Hong Kong Financial Reporting Standards(“HKFRSs”),Hong Kong Accounting Standards(“HKASs”)and Interpretations,issued by the Hong Kong Institute of Certified Public Accountants(the“HK

16、ICPA”),and the disclosure requirements of the Hong Kong Companies Ordinance.In addition,the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the“Listing Rules”).5 2.2 Amendments to HK

17、FRS Accounting Standards that are mandatorily effective for the current yearIn the current year,the Group has applied the following amendments to HKFRS Accounting Standards issued by the HKICPA for the first time,which are mandatorily effective for the annual period beginning on or after 1 April 202

18、4 for the preparation of the consolidated financial statements:Amendments to HKFRS 16Lease Liability in a Sale and LeasebackAmendments to HKAS 1Classification of Liabilities as Current or Non-currentAmendments to HKAS 1Non-current Liabilities with CovenantsHong Kong Interpretation 5(“HK Int 5”)(Revi

19、sed)Presentation of Financial Statements Classification by the Borrower of a Term Loan that Contains a Repayment on Demand ClauseAmendments to HKAS 7 and HKFRS 7Supplier Finance ArrangementsExcept as described below,the other amendments to HKFRS Accounting Standards effective for the current year do

20、 not have a material impact on the Groups consolidated financial positions and consolidated financial performance for the current and prior year and/or on the disclosures set out in the consolidated financial statements.Adoption of Amendments to HKAS 1“Classification of Liabilities as Current or Non

21、-current”and Amendments to HKAS 1“Non-current Liabilities with Covenants”(collectively,the“HKAS 1 Amendments”)As a result of the adoption of the HKAS 1 Amendments,the Group changed its accounting policy for the classification of borrowings as below:“Borrowings are classified as current liabilities u

22、nless,at the end of the reporting period,the Group has a right to defer settlement of the liability for at least 12 months after the end of the reporting period.Covenants that the Group is required to comply with,on or before the end of the reporting period,are considered in classifying loan arrange

23、ments with covenants as current or non-current.Covenants that the Group is required to comply with after the end of the reporting period do not affect the classification.”This new accounting policy did not result in a change in the classification of the Groups bank and other loans.The Group did not

24、make retrospective adjustments as a result of adopting the HKAS 1 Amendments.6 2.3 New or amendments to HKFRS Accounting Standards that have been issued but are not yet effectiveThe following new or amendments to HKFRS Accounting Standards,potentially relevant to the Groups consolidated financial st

25、atements,have been issued,but are not yet effective and have not been early adopted by the Group.The Groups current intention is to apply these changes on the date they become effective.Amendments to HKAS 21 and HKFRS 1Lack of Exchangeability1Amendments to HKFRS 9 and HKFRS 7Classification and Measu

26、rement of Financial Instruments2Amendments to HKFRS 9 and HKFRS 7Contracts Referencing Nature-dependent Electricity2Annual Improvements to HKFRS Accounting StandardsVolume 112HKFRS 18Presentation and Disclosure in Financial Statements3Amendments to HK Int 5Presentation of Financial Statements Classi

27、fication by the Borrower of a Term Loan that Contains a Repayment on Demand Clause3Amendments to HKFRS 10 and HKAS 28Sale or Contribution of Assets between an Investor and its Associate or Joint Venture41 Effective for annual periods beginning on or after 1 January 20252 Effective for annual periods

28、 beginning on or after 1 January 20263 Effective for annual periods beginning on or after 1 January 20274 Effective date to be determined by the HKICPAExcept as disclosed below,the Directors expect that the adoption of the other amendments to HKFRS Accounting Standards will have no material impact o

29、n the consolidated financial statements in the year of initial application.HKFRS 18“Presentation and Disclosure in Financial Statements”HKFRS 18 will replace HKAS 1“Presentation of financial statements”,introducing new requirements that will help to achieve comparability of the financial performance

30、 of similar entities and provide more relevant information and transparency to users.Even though HKFRS 18 will not impact the recognition or measurement of items in the consolidated financial statements,HKFRS 18 introduces significant changes to the presentation of consolidated financial statements,

31、with a focus on information about financial performance present in the consolidated statement of profit or loss,which will affect how the Group present and disclose financial performance in the consolidated financial statements.The key changes introduced in HKFRS 18 relate to(i)the structure of the

32、statement of profit or loss;(ii)required disclosures for management-defined performance measures(which are referred to alternative or non-GAAP performance measures);and(iii)enhanced requirements for aggregation and disaggregation of information.The Directors are currently assessing the impact of app

33、lying HKFRS 18 on the presentation and the disclosures of the consolidated financial statements.7 3.SEGMENT INFORMATION(i)Operating segmentsThe chief operating decision maker(the“CODM”)has been identified as the executive Directors of the Company,who review the Groups internal reporting in order to

34、assess performance and allocate resources.The CODM has determined the operating segments based on these reports.The CODM assesses the performance based on a measure of(loss)/profit for the year and considers all businesses to be included in a single operating segment.The Group was principally engage

35、d in provision of foundation works including piling construction,ELS works,pile cap construction,site formation and ancillary services in Hong Kong and in Macau.Information reported to the CODM,for the purpose of resources allocation and performance assessment,focuses on the operating results and fi

36、nancial position of the Group as a whole,as the Groups resources are integrated and no discrete operating segment financial information is available.Accordingly,no segment information is presented.(ii)Geographical informationAll of the Groups revenue were derived from Hong Kong,based on the location

37、 of the customers,and all of its non-current assets were located in Hong Kong,based on the location of assets.Therefore,no geographical information is presented.(iii)Information about major customersRevenue attributed from customers that accounted for 10%(2024:10%)or more of the Groups total revenue

38、 during the year ended 31 March 2025 is as follows:20252024HK$000HK$000Customer A79,50554,551Customer B42,612N/A*Customer CN/A*166,955Customer DN/A*37,972Customer E31,886N/A*The corresponding revenue did not contribute over 10%of the total revenue of the Group.4.REVENUE AND OTHER INCOME(a)RevenueThe

39、 Groups revenue represents amount received and receivable from contract work performed and recognised over time in accordance with HKFRS 15 during the years ended 31 March 2025 and 2024.8(b)Other income20252024HK$000HK$000Other incomeInterest income on bank deposits7452Rental income2,0811,139Income

40、from the staff outsourcing1,2872,187 3,4423,378 5.(LOSS)/PROFIT FROM OPERATIONThe Groups(loss)/profit from operation has been arrived at after charging/(crediting):20252024HK$000HK$000Auditors remuneration:Audit services350480Depreciation of:Plant and equipment21,04322,105 Right-of-use assets5,2526,

41、963Expenses related to short-term leases3,4421,296Reversal of/(allowance for)ECL on:Contract assets761(400)Trade receivables(550)Advances to subcontractors894(506)Deposits and other receivables(9)(44)Staff costs(including directors emoluments)(Note 7)37,93965,394 6.FINANCE COSTS20252024HK$000HK$000I

42、nterest on lease liabilities499365Interest on bank overdrafts6455Interest on bank and other loans5,1395,102 5,7025,522 9 7.STAFF COSTS(INCLUDING DIRECTORS EMOLUMENTS)20252024HK$000HK$000Salaries and allowances36,97762,398Contributions to defined contribution retirement plan9261,431Performance relate

43、d bonuses361,565 37,93965,394 8.INCOME TAXPursuant to the rules and regulations of the Cayman Islands,the Group is not subject to any income tax in the Cayman Islands.Under the two-tiered profits tax rate regime of Hong Kong Profits Tax,the first HK$2 million of profits of a qualifying group entity

44、will be taxed at 8.25%,and profits above HK$2 million will be taxed at 16.5%.The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.Accordingly,the Hong Kong Profits Tax of the qualifying group entity is calculated a

45、t 8.25%on the first HK$2 million of the estimated assessable profits and at 16.5%on the estimated assessable profits above HK$2 million.For the year ended 31 March 2025,Hong Kong Profits Tax is calculated at 8.25%on the first HK$2,000,000 of the estimated assessable profits of one of the subsidiarie

46、s of the Company and at 16.5%on the estimated assessable profits above HK$2,000,000 of that subsidiary.The profits of other group entities not qualified for the two-tier profits tax regime will continue to be taxed at a flat rate of 16.5%.No provision for Hong Kong Profits Tax has been made for the

47、year ended 31 March 2025 as the Group had no assessable profits during the year.For the year ended 31 March 2024,while the Group generated assessable profits,no tax provision was required due to the utilisation of available tax losses brought forward from previous years,which fully offset the tax li

48、ability.Macau Complementary Income Tax is calculated at 12%(2024:12%)of the estimated assessable profits for the year ended 31 March 2025 and 2024.No Macau Complementary Income Tax has been provided since there were no assessable profits generated for the years ended 31 March 2025 and 2024.9.DIVIDEN

49、DSNo dividend was paid or proposed for both years,nor has any dividend been proposed since the end of the reporting period to the date of this announcement.10 10.(LOSS)/EARNINGS PER SHAREThe calculation of the basic and diluted(loss)/earnings per share attributable to owners of the Company is based

50、on the following data:20252024HK$000HK$000(Loss)/earnings(Loss)/profit for the year attributable to owners of the Company(9,652)4,286 20252024000000Number of sharesWeighted average number of ordinary shares for the purpose of basic and diluted(loss)/earnings per share(Note)684,750684,750 Note:Weight

51、ed average number of ordinary shares for the years ended 31 March 2025 and 2024 are based on the number of ordinary shares in issue throughout the year.Diluted(loss)/earnings per share is same as basic(loss)/earnings per share during the years ended 31 March 2025 and 2024 as there were no potential

52、dilutive ordinary shares outstanding for both years.11.TRADE AND OTHER RECEIVABLES20252024HK$000HK$000Trade receivables(Note(a)33,33416,734Less:allowance for ECL(550)32,78416,734 Advances to subcontractors(Note(b)19,69285,406Less:allowance for ECL(560)(1,454)19,13283,952 Other receivables3,2721,474D

53、eposits1,2161,121Less:allowance for ECL(53)(44)4,4352,551 Prepayments326385 56,677103,622Less:Non-current portionRental deposit(626)(643)Total current portion56,051102,979 11 Notes:(a)Trade receivables were derived from provision of foundation works,including piling construction,ELS works,pile cap c

54、onstruction,site formation and ancillary services,and are non-interest bearing.The Group does not hold any collaterals or other credit enhancements over these balances.A credit period of less than 60 days(2024:less than 60 days)since the issuance of invoice or payments received from main contractor

55、is granted by the Group to its trade customers of contract work.Application for progress payments of contract works is made on a regular basis.The following is an ageing analysis of the carrying amount of trade receivables presented based on the invoice dates,net allowance for ECL:20252024HK$000HK$0

56、00130 days10,42612,6113190 days6,4623,906More than 90 days15,896217 32,78416,734 (b)All advances to subcontractors are interest free and have no fixed terms of repayment.The advances made to subcontractors are for the purpose of working capital for the projects undertaken by the Group,which were tra

57、de-related and within the scope of the Groups usual and ordinary business operations.Therefore,the Directors considered that such advances do not constitute to notifiable transactions under the Listing Rules.The Group does not hold any collateral as security for trade and other receivables.12.TRADE

58、AND OTHER PAYABLES20252024HK$000HK$000Trade payables(Note)16,56241,560Retention payables14,02010,653Other payables and accruals4,9208,286 35,50260,499 12 Note:The following is an ageing analysis of trade payables presented based on the invoice dates:20252024HK$000HK$000130 days4,37518,1023190 days8,

59、36016,62091365 days1,9074,962More than 365 days1,9201,876 16,56241,560 The Groups trade payables are non-interest bearing and generally have payment terms of 30 to 60 days.13.COMPARATIVE FIGURESCertain comparative figures in the consolidated financial statements have been reclassified to conform to

60、current years presentation.13 MANAGEMENT DISCUSSION AND ANALYSISBUSINESS REVIEWDuring the year ended 31 March 2025(the“Year”),the Group was engaged in the provision of foundation works in Hong Kong and Macau.The scope of foundation works undertaken by us mainly includes piling construction,ELS works

61、,pile cap construction,site formation and ancillary services(such as loading test and construction machinery leasing services).As at 31 March 2025,there are 8 projects on hand with total contract sum amounting to approximately HK$350,469,000,all of which are expected to be completed in the forthcomi

62、ng financial year.PROSPECTSLooking forward,the global economic landscape is expected to remain uncertain,with persistent challenges such as geopolitical tensions,trade disruptions,and inflationary pressures continuing to impact growth.These factors contribute to a cautious outlook for global trade a

63、nd investment in the near term.Despite these headwinds,the Hong Kong governments proactive initiatives,including talent attraction programs and labour importation schemes,are anticipated to enhance the citys competitiveness and capacity.Additionally,the successful attraction of strategic enterprises

64、 is expected to bring in capital and talent,thereby supporting housing demand in Hong Kong.Furthermore,the implementation of significant government-led infrastructure projects,such as the Northern Metropolis,is poised to drive demand for construction and foundation works,creating a conducive environ

65、ment for the Group to sustain and grow its core businesses in the coming years.Despite the immediate challenges,the Directors believe that the Group is well-positioned to capitalise on new project opportunities in the upcoming year,leveraging the favorable policy environment.The Group will remain vi

66、gilant in monitoring market developments,adopt a prudent approach in assessing potential business opportunities,and strive to drive continuous business growth,diversify revenue streams,and maximise returns for our shareholders.FINANCIAL REVIEWRevenueThe Groups total revenue for the Year was approxim

67、ately HK$264,770,000(for the year ended 31 March 2024(the“Previous Year”):approximately HK$361,257,000),representing a decrease of approximately 26.7%over the Previous Year.The decrease in our revenue was mainly due to the less foundation work projects undertaken by the Group during the Year.14 Gros

68、s Profit and Gross Profit MarginThe Groups gross profit amounted to approximately HK$18,982,000 for the Year(for the Previous Year:approximately HK$31,248,000).The Groups gross profit margin during the Year was approximately 7.2%(for the Previous Year:approximately 8.6%).The decrease in gross profit

69、 margin was mainly due to lower gross profit derived from the new projects commenced and the increase of subcontracting cost involved during the Year.Other IncomeThe Groups other income for the Year were approximately HK$3,442,000(for the Previous Year:approximately HK$3,378,000),representing an inc

70、rease of approximately 1.9%compared to the Previous Year.Other Gains,NetThe Groups other gains,net for the Year were approximately HK$403,000(for the Previous Year:approximately HK$6,000).This was primarily attributed to gain on disposal of plant and equipment,gain on disposal of financial asset at

71、fair value through profit or loss and gain on early termination of lease.General and Administrative ExpensesThe Groups administrative expenses for the Year were approximately HK$22,683,000(for the Previous Year:approximately HK$23,874,000),representing a decrease of approximately 5.0%compared to the

72、 Previous Year.This was mainly due to the decrease in staff salaries and bonus of head office during the Year.Income TaxThere was no income tax for the Year of the Group(for the Previous Year:Nil).Net Loss/ProfitAs a result of the abovementioned,the Group reported a net loss for the Year of approxim

73、ately HK$9,652,000(for the Previous Year:net profit approximately HK$4,286,000).Trade and Other ReceivablesTrade and other receivables decreased by approximately 45.3%from approximately HK$103,622,000 as at 31 March 2024 to approximately HK$56,677,000 as at 31 March 2025.This was mainly due to the d

74、ecrease in advances to certain subcontractors.15 Liquidity,Financial Resources and Capital StructureAs at 31 March 2025,the Group had bank balances of approximately HK$13,108,000(as at 31 March 2024:approximately HK$17,307,000).The interest-bearing debts of the Group as at 31 March 2025 was approxim

75、ately HK$69,485,000(as at 31 March 2024:approximately HK$114,434,000).The gearing ratio was calculated based on the amount of bank and other loans,and lease liabilities divided by total equity.The gearing ratio of the Group as at 31 March 2025 was approximately 40.5%(as at 31 March 2024:approximatel

76、y 63.1%),as a result of the decrease in bank and other loans,and lease liabilities during the Year.Pledge of AssetsThe Groups plant and machinery and right-of-use assets with an aggregate net book value as at 31 March 2025 held under leases and other loan was Nil(as at 31 March 2024:HK$9,989,000).As

77、 at 31 March 2025,the Group banking facilities were secured by the Groups bank deposits amounting to HK$2,000,000(as at 31 March 2024:HK$2,014,000).Foreign Exchange RiskThe Group mainly operates in Hong Kong and most of the operating transactions(such as revenue,expenses,monetary assets and liabilit

78、ies)are denominated in Hong Kong dollars.As such,the Directors are of the view that the Groups risk in foreign exchange is insignificant and that we should have sufficient resources to meet foreign exchange requirements as and if they arise.Therefore,the Group has not engaged in any derivative contr

79、acts to hedge its exposure to foreign exchange risk during the Year.Employees and Remuneration PolicyAs at 31 March 2025,the Group employed 43 employees(as at 31 March 2024:161 employees).Total remuneration costs including Directors emoluments for the Year amounted to approximately HK$37,939,000(for

80、 the Previous Year:approximately HK$65,394,000).The salary and benefit levels of the employees of the Group are competitive and individual performance is rewarded through the Groups salary and bonus system.The Group conducts annual review on salary increase,discretionary bonuses and promotions based

81、 on the performance of each employee.During the Year,the Group has not experienced any significant problems with its employees due to labour disputes nor has it experienced any difficulty in the recruitment and retention of experienced staff.16 Capital CommitmentsThe Group did not have capital commi

82、tments in respect of acquisition of plant and equipment as at 31 March 2025(as at 31 March 2024:Nil).Distributable ReservesThe Companies Act provides that share premium account of a company incorporated in the Cayman Islands may be applied in such manner as it may from time to time determine,subject

83、 to the provisions,if any,of its memorandum and articles of association,provided that no distribution or dividend may be paid to its members out of the share premium account unless,immediately following the date on which the distribution or dividend is proposed to be paid,the Company shall be able t

84、o pay its debts as they fall due in the ordinary course of business.The Companys reserves available for distribution comprise the share premium,contributed surplus and accumulated losses.In the opinion of the Board,the Companys reserves available for distribution to the shareholders at 31 March 2025

85、 were approximately HK$63,205,000(as at 31 March 2024:HK$118,972,000).Performance BondsAs at 31 March 2025,the Group has given guarantees on performance bonds issued by financial institutions of approximately HK$11,439,000(as at 31 March 2024:HK$11,439,000)in respect of 2(as at 31 March 2024:2)const

86、ruction contracts of the Group in its ordinary course of business.This performance bonds are expected to be released in accordance with the terms of the respective construction contracts.CORPORATE GOVERNANCE AND OTHER INFORMATIONPurchase,Sale or Redemption of the Companys Listed SecuritiesNo purchas

87、e,sale or redemption of the Companys listed securities was made by the Company or its subsidiaries(including sale of treasury shares(as defined in the Listing Rules)from the Listing Date and up to the date of this announcement.Compliance with the Corporate Governance CodeThe Group is committed to up

88、hold high standards of corporate governance.The Board considers that enhanced public accountability and corporate governance are beneficial to the healthy growth of the Group,improving customer and supplier confidence and safeguarding the interests of the shareholders of the Company.The Company had

89、complied with all applicable code provisions as set out in the Corporate Governance Code contained in Appendix C1 to the Listing Rules from the Listing Date and up to the date of this announcement.17 Compliance with the Model CodeThe Company has adopted a code of conduct regarding Directors securiti

90、es transactions on terms no less exacting than the required standard as set out in the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules(the“Model Code”).In response to a specific enquiry by the Company,all Directors have confirmed that

91、 they complied with the requirements of the Model Code since the Listing Date and up to the date of this announcement.Audit CommitteeThe Company has established an audit committee(the“Audit Committee”)in accordance with the requirements of the Listing Rules with terms of reference aligned with the p

92、rovision of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules.The Audit Committee is to serve as a focal point for communication between other Directors,the external auditor,and the management as their duties relate to financial and other reporting,internal controls and th

93、e audits,and to assist the Board in fulfilling its responsibilities by providing an independent review of financial reporting and make themselves satisfied as to the effectiveness of the Companys internal controls and as to the efficiency of the audits.The Audit Committee comprises three independent

94、 non-executive Directors,namely Mr.Cheng Chi Hung(chairman),Mr.Li Hon Hung,BBS,MH,JP and Mr.Wong Yip Kong.Review of Annual ResultsThe Audit Committee of the Company has reviewed the accounting principles and practices adopted by the Group and the annual results for the year ended 31 March 2025.The f

95、igures in respect of the Groups consolidated statement of financial position,consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the Year as set out in this announcement have been agreed by the Companys auditor,McMillan Woods(Hong Kong)CPA Limite

96、d,to the amounts set out in the Groups consolidated financial statements for the Year.The work performed by McMillan Woods(Hong Kong)CPA Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing,Hong Kong Standards on Review Engagements or

97、Hong Kong Standards on Assurance Engagements issued by the HKICPA and consequently no assurance has been expressed by McMillan Woods(Hong Kong)CPA Limited on this announcement.18 Dividend PolicyThe declaration of payment of dividends are subject to the criteria set out in the dividend policy adopted

98、 by the Company(the“Dividend Policy”),shall remain to be determined at the sole discretion of the Board and are subject to all applicable laws and regulations and the Articles of Association of the Company.The Board shall take into account the following factors,among other factors,when considering t

99、he declaration and payment of dividends:(a)the Groups overall results of operation,financial position,liquidity position,capital requirements,cash flow and future prospects;(b)the amount of distributable reserves of the Company;(c)the expected capital requirements and future expansion plans of the G

100、roup;(d)the general business and regulatory conditions,the business cycle of the Group and other internal or external factors that may have an impact on the business or financial performance and position of the Group;(e)the statutory and regulatory restrictions;(f)the contractual restrictions on the

101、 payment of dividends by the Company to the shareholders or by the subsidiaries of the Company to the Company;(g)the shareholders interests;and(h)other factors that the Board deems relevant.The Company will continually review the Dividend Policy and reserves the right in its sole and absolute discre

102、tion to update,amend,modify and/or cancel the Dividend Policy at any time.The Dividend Policy shall in no way constitute a legally binding commitment by the Company that dividends will be paid in any particular amount and/or in no way obligate the Company to declare a dividend at any time or from ti

103、me to time.Final Dividend and Annual General MeetingThe Directors recommended no payment of final dividend for the Year.Notice of the annual general meeting will be published and despatched to shareholders of the Company in the manner required by the Listing Rules in due course.Publication of Result

104、s Announcement and Annual ReportThis announcement is published on the website of the Stock Exchange at .hk and at the website of the Company at .hk.The annual report will be despatched to the shareholders of the Company and available on the above websites in due course.19 APPRECIATIONOn behalf of th

105、e Board,I would like to express my sincere gratitude to all our management and staff members for their dedication and contribution to the Group.In addition,I would like to thank all our shareholders and investors for their support and our customers for their patronage.By order of the BoardSheung Yue

106、 Group Holdings Limited Chan Lap Wai GaryChairmanHong Kong,30 June 2025As at the date of this announcement,the Board comprises Mr.Chan Lap Wai Gary(Chairman),Mr.Chan Lap Chuen Edmond and Ms.Chan Chin Ying Amanda as executive Directors,and Mr.Li Hon Hung,BBS,MH,JP,Mr.Cheng Chi Hung and Mr.Wong Yip Kong as independent non-executive Directors.