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DirectBooking Technology Co., Ltd.

DirectBooking Technology Co., Ltd.ZDAI決算レポート

Nasdaq

What changed in DirectBooking Technology Co., Ltd.'s 20-F — 2024 vs 2025

Top changes in DirectBooking Technology Co., Ltd.'s 2025 20-F

349 paragraphs added · 378 removed · 259 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

88 edited+38 added−51 removed310 unchanged
On the same date of the issuance of the Trial Measures, the CSRC circulated No.1 to No.5 Supporting Guidance Rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice.
On the same date of the issuance of the Trial Measures, the CSRC circulated No.1 to No.5 Supporting Guidance Rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice.
The Trial Measures, together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Draft Overseas Listing Regulations by providing substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following updates compared to the Draft Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance and listing; (b) further clarification of the standard of indirect overseas listing under the principle of substance over form, and (c) adding more details of filing procedures and requirements by setting different filing requirements for different types of overseas offering and listing.
The Trial Measures, together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Draft Overseas Listing Regulations by providing substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following updates compared to the Draft Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance and listing; (b) further clarification of the standard of indirect overseas listing under the principle of substance over form, and (c) adding more details of filing procedures and requirements by setting different filing requirements for different types of overseas offering and listing.
Pursuant to the Trial Measures, the Guidance Rules and Notice, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following its submission of initial public offerings or listing application.
Pursuant to the Trial Measures, the Guidance Rules and Notice, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following its submission of initial public offerings or listing application.
In addition, subcontractors of Primega Construction may not always be readily available whenever needed, and there is no assurance that Primega Construction would be able to maintain good working relationships with its sub-contractors in the future. As of the date of this report, Primega Construction has not entered into any long-term service agreement with its subcontractors.
In addition, subcontractors of Primega Construction may not always be readily available whenever needed, and there is no assurance that Primega Construction would be able to maintain good working relationships with its sub-contractors in the future. As of the date of this annual report, Primega Construction has not entered into any long-term service agreement with its subcontractors.
Hong Kong is a special administrative region of the PRC. As of the date of this report, we are not materially affected by recent statements by the PRC government indicating an intention to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
Hong Kong is a special administrative region of the PRC. As of the date of this annual report, we are not materially affected by recent statements by the PRC government indicating an intention to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
Revenue from our operating segments have varied significantly in the past and may continue to do so in the future. Factors that cause our operating results to be unpredictable include other factors described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors that Affect Results of Operations” of this report.
Revenue from our operating segments have varied significantly in the past and may continue to do so in the future. Factors that cause our operating results to be unpredictable include other factors described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors that Affect Results of Operations” of this annual report.
As of the date of this report, the Company, Celestial Power, and Primega Construction are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations.
As of the date of this annual report, the Company, Celestial Power, and Primega Construction are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations.
If any such shareholder or proposed acquirer does not provide such information, or if our board of directors has reason to believe that any certification or other information provided pursuant to any such request is inaccurate or incomplete, our board of directors may delay or decline to register any transfer or to effect any issuance or purchase of shares to which such request is related.
If any such shareholder or proposed acquirer does not provide such information, or if our board of directors has reason to believe that any certification or other information provided pursuant to any such request is inaccurate or incomplete, our board of directors may decline to register any transfer or to effect any issuance or purchase of shares to which such request is related.
Although the audit report included in this report is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be issued by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
Although the audit report included in this annual report is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be issued by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
As of the date of this report, the number of machinery and equipment owned by Primega Construction are limited, and it relies on its subcontractors to procure the machinery. For example, the excavators of Primega Construction are small sized excavators.
As of the date of this annual report, the number of machinery and equipment owned by Primega Construction are limited, and it relies on its subcontractors to procure the machinery. For example, the excavators of Primega Construction are small sized excavators.
The audit report included in this report was issued by ZH CPA, LLC, a U.S.-based accounting firm that is registered with the PCAOB and can be inspected by the PCAOB.
The audit report included in this annual report was issued by ZH CPA, LLC, a U.S.-based accounting firm that is registered with the PCAOB and can be inspected by the PCAOB.
We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30; and (2) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30; and (2) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. 29 Table Of Contents We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. 27 Table of Contents We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. PGHL is a holding company and we conduct our operations in Hong Kong through Primega Construction.
Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. ZDAI is a holding company and we conduct our operations in Hong Kong through Primega Construction.
PGHL is a holding company, and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future.
ZDAI is a holding company, and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors, or our Controlling Shareholder than they would as public shareholders of a company incorporated in the United States.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, or members of the board of directors than they would as public shareholders of a company incorporated in the United States.
In the event of a significant rise in fuel prices, our related costs may increase and our gross profit may decrease if we are unable to adopt any effective cost control measures or pass on the rising costs to our customers. Primega Construction’s capacity to provide soil and rock transportation services is limited by availability of machinery and equipment.
In the event of a significant rise in fuel prices, our related costs may increase and our gross profit may decrease if we are unable to adopt any effective cost control measures or pass on the rising costs to our customers. 15 Table of Contents Primega Construction’s capacity to provide soil and rock transportation services is limited by availability of machinery and equipment.
As is customary in the industry, subcontractors are informally engaged, with services rendered invoiced and settled periodically. Primega Construction also relies on its subcontractors for supply of machinery required for carrying out its operations. Our total subcontracting charges accounted for a significant portion of our cost of sales for the years ended March 31, 2024 , 2023 and 2022.
As is customary in the industry, subcontractors are informally engaged, with services rendered invoiced and settled periodically. Primega Construction also relies on its subcontractors for supply of machinery required for carrying out its operations. Our total subcontracting charges accounted for a significant portion of our cost of sales for the years ended March 31, 2025 and 2024.
We cannot guarantee that Primega Construction will be able to diversify its customer base by obtaining a significant number of new projects from our existing and potential customers. Our business is subject to the risk of non-payment or delayed payment by our customers, including related parties, which could adversely affect our financial condition and results of operations.
We cannot guarantee that Primega Construction will be able to diversify its customer base by obtaining a significant number of new projects from our existing and potential customers. Our business is subject to the risk of non-payment or delayed payment by our customers, which could adversely affect our financial condition and results of operations.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. The trading prices volatility and wide fluctuations could be due to factors beyond our control.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. 23 Table of Contents The trading prices volatility and wide fluctuations could be due to factors beyond our control.
If we or Primega Construction is unable to obtain sufficient banking facilities on acceptable terms to meet its operational and expansion demands, this may put strains on our cash flow and our ability to successfully implement our expansion plans. 20 Table Of Contents The insurance coverage of Primega Construction may be inadequate to protect it from potential losses.
If we or Primega Construction is unable to obtain sufficient banking facilities on acceptable terms to meet its operational and expansion demands, this may put strains on our cash flow and our ability to successfully implement our expansion plans. The insurance coverage of Primega Construction may be inadequate to protect it from potential losses.
In these circumstances, the market price of our Ordinary Shares could decline, and you may lose all or part of your investment. 2 Table Of Contents Risks Related to Doing Business in Jurisdictions We Operate Our operations are in Hong Kong, a special administrative region of the PRC.
In these circumstances, the market price of our Ordinary Shares could decline, and you may lose all or part of your investment. Risks Related to Doing Business in Jurisdictions We Operate Our operations are in Hong Kong, a special administrative region of the PRC.
These events may adversely impact our profitability, financial performance, and reputation, as well as result in litigation or damages claims. 17 Table Of Contents In addition, Primega Construction’s subcontractors may not always be readily available when its needs for subcontracting arise, and there is no assurance that we would be able to maintain good working relationships with our subcontractors in the future.
These events may adversely impact our profitability, financial performance, and reputation, as well as result in litigation or damages claims. In addition, Primega Construction’s subcontractors may not always be readily available when its needs for subcontracting arise, and there is no assurance that we would be able to maintain good working relationships with our subcontractors in the future.
In particular, a large number of construction workers and machinery operators with various skills and expertise are required for each construction project. 21 Table Of Contents In view of the current situation in the labor market, there is no assurance that the supply of labor and average labor costs will be stable.
In particular, a large number of construction workers and machinery operators with various skills and expertise are required for each construction project. In view of the current situation in the labor market, there is no assurance that the supply of labor and average labor costs will be stable.
To the extent that the insurance does not cover such losses, damage, or liabilities, or held liable for insured losses exceeding insurance coverage, the resulting payment to cover such losses, damage, or liabilities may have a material adversely effect on Primega Construction’s business. We may be subject to litigation, arbitration, or other legal proceeding risks.
To the extent that the insurance does not cover such losses, damage, or liabilities, or held liable for insured losses exceeding insurance coverage, the resulting payment to cover such losses, damage, or liabilities may have a material adversely effect on Primega Construction’s business. 20 Table of Contents We may be subject to litigation, arbitration, or other legal proceeding risks.
This will negatively affect our business operation and financial performance. Claims in connection with employees’ compensation or personal injuries may arise and affect its reputation and operations. Injuries to workers and casualties at construction sites are a common inherent risk in the construction industry.
This will negatively affect our business operation and financial performance. 19 Table of Contents Claims in connection with employees’ compensation or personal injuries may arise and affect its reputation and operations. Injuries to workers and casualties at construction sites are a common inherent risk in the construction industry.
B. Capitalization and indebtedness. Not applicable. C. Reasons for the offer and use of proceeds. Not applicable. D. Risk factors An investment in our Ordinary Shares involves a high degree of risk.
B. Capitalization and indebtedness. Not applicable. C. Reasons for the offer and use of proceeds. Not applicable. 2 Table of Contents D. Risk factors An investment in our Ordinary Shares involves a high degree of risk.
Because these shareholders have paid a lower price per Ordinary Share than participants in our initial public offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price.
Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price.
The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in our initial public offering.
The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering.
In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● variations in our revenues, profit, and cash flow; ● changes in the economic performance or market valuations of other financial services firms; ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● detrimental negative publicity about us, our services, our officers, directors, Controlling Shareholder, our business partners, or our industry; ● announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings, or capital commitments; ● additions to or departures of our senior management; ● litigation or regulatory proceedings involving us, our officers, directors, or Controlling Shareholder; ● release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; and ● sales or perceived potential sales of additional Ordinary Shares. 24 Table Of Contents Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.
In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● variations in our revenues, profit, and cash flow; ● changes in the economic performance or market valuations of other financial services firms; ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● detrimental negative publicity about us, our services, our officers, directors, our business partners, or our industry; ● announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings, or capital commitments; ● additions to or departures of our senior management; ● litigation or regulatory proceedings involving us, our officers or directors; ● release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; and ● sales or perceived potential sales of additional Ordinary Shares.
As of the date of this report, our registered public offering in the United States is not subject to the review or prior approval of the CAC nor the CSRC. We did not seek approval of our offering from the CAC or the CSRC.
As of the date of this annual report, our registered public offering in the United States is not subject to the review or prior approval of the CAC nor the CSRC. We do not intend to seek approval of this offering from the CAC or the CSRC.
Primega Construction requires tipper trucks and drivers to carry out its soil and rock transportation services. As of the date of this report, Primega Construction has 42 tipper trucks available for our projects . Our directors estimate the average utilization rates for tipper trucks for the years ended March 31, 2024, 2023 and 2022 was approximately 95%.
Primega Construction requires tipper trucks and drivers to carry out its soil and rock transportation services. As of the date of this annual report, Primega Construction has 45 tipper trucks available for our projects. Our directors estimate the average utilization rates for tipper trucks for the years ended March 31, 2025 and 2024 was approximately 95%.
Our pre-IPO shareholders may be able to sell their Ordinary Shares pursuant to Rule 144 under the Securities Act.
Our pre-IPO shareholders will be able to sell their shares subject to restrictions under Rule 144. Our pre-IPO shareholders may be able to sell their Ordinary Shares pursuant to Rule 144 under the Securities Act.
On August 20, 2021, the 30 th meeting of the Standing Committee of the 13 th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China” (“PRC Personal Information Protection Law”), which became effective on November 1, 2021.
On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China” (“PRC Personal Information Protection Law”), which became effective on November 1, 2021.
Given the general slowdown in economic conditions globally and volatility in the capital markets, as well as the general negative impact of the COVID-19 outbreak on the construction industry, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected.
Given the general slowdown in economic conditions globally and volatility in the capital markets, as well as the general negative impact of the COVID-19 outbreak on the construction industry, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continue to closely monitor the situation throughout 2025 and beyond.
Our directors may also decline to register any transfer of any Ordinary Share unless (i) a fee of such maximum as Nasdaq may from time to time determine to be payable (or such lesser sum as our board of directors may from time to time require) has been paid to our Company; (ii) the instrument of transfer is lodged at the registered office or, as the case may be, the transfer office accompanied by the certificate of the Shares to which it relates, and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); (iii) the instrument of transfer is in respect of only one class of Share; (iv) the Shares concerned are free of any lien in favor of the Company; and (v) if applicable, the instrument of transfer is properly stamped. 26 Table Of Contents If our directors refuse to register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor was lodged and the transferee notice of such refusal.
Our directors may also decline to register any transfer of any Ordinary Share unless (i) a fee of such maximum as Nasdaq may from time to time determine to be payable (or such lesser sum as our board of directors may from time to time require) has been paid to our Company; (ii) the instrument of transfer is lodged at the registered office or, as the case may be, the transfer office accompanied by the certificate of the Shares to which it relates, and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); (iii) the instrument of transfer is in respect of only one class of Share; (iv) the Shares concerned are free of any lien in favor of the Company; and (v) if applicable, the instrument of transfer is properly stamped.
Such income from site management services was recorded under other income. Primega Construction ceased to provide soil and rock transportation and site management services to Chi Yip and recorded no revenue from Chi Yip for the period during the year ended March 31, 2024.
Such income from site management services is recorded under other income. Primega Construction did not provide soil and rock transportation and site management services to Chi Yip during the and recorded no revenue from Chi Yip for the year ended March 31, 2024.
On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction in connection with their audit works because of a position taken by one or more authorities in that jurisdiction.
On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction in connection with their audit works because of a position taken by one or more authorities in that jurisdiction. 8 Table of Contents On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the HFCA Act.
Primega Construction’s success and growth depend on the knowledge, experience, and expertise of its management team who is responsible for overseeing the financial condition and performance, construction projects, and formulating business strategies. For example, Mr. Man Siu Ming and Mr. Kan Chi Wai, our directors, each has over 10 years of experience in the construction industry.
Primega Construction’s success and growth depend on the knowledge, experience, and expertise of its management team who is responsible for overseeing the financial condition and performance, construction projects, and formulating business strategies. For example, Mr. Man Siu Ming, our former director and current general manager, has over 10 years of experience in the construction industry.
If there is any significant decline in the Hong Kong economy and we are unable to generate business in other geographic locations, our profitability and business prospects will be materially affected.
Economic conditions in Hong Kong are highly sensitive to global cycle and money flows. If there is any significant decline in the Hong Kong economy and we are unable to generate business in other geographic locations, our profitability and business prospects will be materially affected.
Since we operate in Hong Kong, we cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference from China. 5 Table Of Contents We may become subject to a variety of PRC laws and other obligations regarding data security offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
We may become subject to a variety of PRC laws and other obligations regarding data security offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
Any prolonged slowdown in the global, Chinese and/or the Hong Kong economy may have a negative impact on our business, results of operations, and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.
Any prolonged slowdown in the global, Chinese and/or the Hong Kong economy may have a negative impact on our business, results of operations, and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. 22 Table of Contents Our business is conducted solely in Hong Kong through our operating subsidiary and is therefore heavily dependent on the economy of Hong Kong.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our share price or trading volume to decline and result in the loss of all or a part of your investment in us. 27 Table Of Contents Certain judgments obtained against us by our shareholders may not be enforceable.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our share price or trading volume to decline and result in the loss of all or a part of your investment in us.
Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and they could have a material adverse effect on us and our customers, our service providers, and our other partners. International trade disputes could result in tariffs and other protectionist measures that may materially and adversely affect our business.
Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and they could have a material adverse effect on us and our customers, our service providers, and our other partners.
The recent global market and economic crisis stemming from COVID-19 resulted in recessions occurring in most major economies. According to World Economic Outlook report published by the International Monetary Fund (“IMF”) in October 2023, the IMF forecasts global gross domestic product to fall from an estimated 3.5% in 2022 to 3.0% in 2023 and further decline to 2.9% in 2024.
According to World Economic Outlook report published by the International Monetary Fund (“IMF”) in October 2023, the IMF forecasts global gross domestic product to fall from an estimated 3.5% in 2022 to 3.0% in 2023 and further decline to 2.9% in 2024.
Our belief is grounded on the following: (1) we do not believe that our operating subsidiary falls within the definition of an “Operator” that is required to file for cybersecurity review before listing in the United States, because (2) our operating subsidiary is incorporated in Hong Kong and operates in Hong Kong without any subsidiary or VIE structure in mainland China and each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, and the Draft Overseas Listing Regulations, the Trial Measures, the Guidance Rules and Notice remains unclear whether it shall be applied to a company based in Hong Kong; (3) as of the date of this report, our operating subsidiary has neither collected nor stored personal information of any PRC individuals; (4) all of the data our operating subsidiary has collected is stored in servers located in Hong Kong; and (5) as of the date of this report, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review or a CSRC review. 6 Table Of Contents However, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any.
Our belief is grounded on the following: (1) we do not believe that our operating subsidiary falls within the definition of an “Operator” that is required to file for cybersecurity review before listing in the United States, because (2) our operating subsidiary is incorporated in Hong Kong and operates in Hong Kong without any subsidiary or VIE structure in mainland China and each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, and the Draft Overseas Listing Regulations, the Trial Measures, the Guidance Rules and Notice remains unclear whether it shall be applied to a company based in Hong Kong; (3) as of the date of this annual report, our operating subsidiary has neither collected nor stored personal information of any PRC individuals; (4) all of the data our operating subsidiary has collected is stored in servers located in Hong Kong; and (5) as of the date of this annual report, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review or a CSRC review.
In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our share price, our share price could decline.
If any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our share price, our share price could decline.
Prior to our initial public offering, there has not been a public market for our Ordinary Shares. An active public market for our Shares, however, may not develop or be sustained after the IPO, in which case the market price and liquidity of our Shares will be materially and adversely affected.
An active public market for our Shares, however, may not develop or be sustained after this Offering, in which case the market price and liquidity of our Shares will be materially and adversely affected.
As such, we cannot assure that our future business plans will materialize, that our objectives will be accomplished fully or partially, or that our business strategies will generate the intended benefits to us as initially contemplated. If we fail to implement our business development strategies successfully, our business performance could be materially and adversely affected.
As such, we cannot assure that our future business plans will materialize, that our objectives will be accomplished fully or partially, or that our business strategies will generate the intended benefits to us as initially contemplated.
All market transactions with respect to those Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the Depository Trust Company systems.
All market transactions with respect to those Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the Depository Trust Company systems. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. 30 Table Of Contents Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time consuming and costly.
These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies.
We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States.
Certain judgments obtained against us by our shareholders may not be enforceable. We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States.
The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of Nasdaq, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” We will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
As a result of this election, our financial statements may not be comparable to companies that comply with public company effective data. 28 Table of Contents We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” We will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
Given that (1) our operating subsidiary is incorporated in Hong Kong or the BVI and are located in Hong Kong; (2) we have no subsidiary, VIE structure, nor any direct operations in mainland China; and (3) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), we do not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, the Draft Overseas Listing Regulations, the Trial Measures, the Guidance Rules and Notice, have an impact on our business, operations, or our initial public offering.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. 6 Table of Contents Given that (1) our operating subsidiary is incorporated in Hong Kong or the BVI and are located in Hong Kong; (2) we have no subsidiary, VIE structure, nor any direct operations in mainland China; and (3) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), we do not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, the Draft Overseas Listing Regulations, the Trial Measures, the Guidance Rules and Notice, have an impact on our business, operations, or this offering.
Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. 8 Table Of Contents On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.
Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take. 12 Table Of Contents Risks Related to Our Corporate Structure We rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.
Securities litigation brought against us following any volatility in the price of our Shares, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business. 23 Table Of Contents The trading price of our Ordinary Shares could be subject to rapid and substantial volatility, which could make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares and result in substantial losses to the investors.
Securities litigation brought against us following any volatility in the price of our Shares, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.
The summary consolidated statements of operations and cash flow For the Year Ended March 31, 2022 2023 US$ US$ US$ US$ REVENUE 10,483,094 11,143,138 13,464,430 Direct cost of revenues (7,522,902 ) (8,965,091 ) (10,695,826 ) Gross profit 2,960,192 2,178,047 2,768,604 Operating expenses General and administrative expenses (694,121 ) (1,188,713 ) (1,336,394 ) Income from operation 2,266,071 989,334 1,432,210 Financial expense (115,978 ) (190,561 ) (210,713 ) Other income, nets 201,246 588,131 116,397 INCOME BEFORE INCOME TAXES 2,351,339 1,386,904 1,337,894 Income tax expenses (357,734 ) (219,644 ) (246,609 ) NET INCOME 1,993,605 1,167,260 1,091,285 For the Year Ended March 31, 2022 2023 2024 US$ US$ US$ Net cash provided by operating activities 1,963,155 839,954 2,394,212 Net cash used in investing activities (544,360 ) (46,398 ) - Net cash used in financing activities (1,377,922 ) (664,399 ) (2,144,996 ) NET INCREASE IN CASH AND CASH EQUIVALENTS 40,873 129,157 249,216 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 70,189 111,062 240,219 CASH AND CASH EQUIVALENTS AT END OF YEAR 111,062 240,219 489,435 1 Table Of Contents The summary consolidated balance sheet as at March 31, 2023 and 2024 As of March 31, 2023 2024 USD USD Assets Current assets: Cash and cash equivalents 240,219 489,435 Accounts receivable, net 3,898,895 4,911,202 Accounts receivable, net – related parties 1,903,672 392,686 Prepayment, deposits and other receivable 85,871 873,819 Deferring offering costs 716,806 1,102,393 Total current assets 6,845,463 7,769,535 Property, plant and equipment, net 472,314 315,895 Right-of-use assets – Finance lease 4,256,182 4,764,246 Right-of-use assets – Operating lease 46,482 85,634 Retention receivable 39,178 432,629 Total non-current assets 4,814,156 5,598,404 TOTAL ASSETS 11,659,619 13,367,939 Liabilities Current liabilities: Bank loans - current 35,827 94,435 Finance lease liabilities – current 846,154 775,042 Finance lease liabilities – current – related parties 477,237 437,982 Operating lease liabilities – current 33,219 79,958 Contract liabilities 102,563 836,911 Accounts payable, accruals, and other current liabilities 2,771,506 2,292,108 Accounts payable – related parties 236,429 279,498 Amount due to a related company - 156,248 Amount due to a director 545,063 196,906 Income taxes payable 221,588 369,667 Total current liabilities 5,269,586 5,518,755 Non-current liabilities Bank loans – non-current 1,043,114 949,684 Finance lease liabilities - non-current 1,625,830 1,492,062 Finance lease liabilities – non-current – related parties 167,038 679,369 Operating lease – non-current 12,946 27,099 Deferred tax liabilities 342,594 411,174 Total non-current liabilities 3,191,522 3,559,388 TOTAL LIABILITIES 8,461,108 9,078,143 Commitments and contingencies Shareholders’ equity Ordinary shares USD 0.00005 par value; 1,000,000,000 shares authorized; 22,500,000 and 22,500,000 shares issued and outstanding as of March 31, 2024 and 2023, respectively 1,125 1,125 Additional paid in capital 1,282 1,282 Retained earnings 3,196,104 4,287,389 Total shareholders’ equity 3,198,511 4,289,796 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 11,659,619 13,367,939 * Giving retroactive effect to the 2-for-1 share split effected on February 28, 2024.
The summary consolidated statements of operations and cash flow For the Year Ended March 31, 2023 2024 2025 US$ US$ US$ REVENUE 11,143,138 13,464,430 19,275,673 Direct cost of revenues (8,965,091 ) (10,695,826 ) (17,596,008 ) Gross profit 2,178,047 2,768,604 1,679,665 Operating expenses General and administrative expenses (1,188,713 ) (1,336,394 ) (8,845,949 ) Income (loss) from operation 989,334 1,432,210 (7,166,284 ) Financial expense (190,561 ) (210,713 ) (224,412 ) Other income, nets 588,131 116,397 290,337 INCOME (LOSS) BEFORE INCOME TAXES 1,386,904 1,337,894 (7,100,359 ) Income tax (recovery) expenses (219,644 ) (246,609 ) 119,291 NET INCOME (LOSS) 1,167,260 1,091,285 (6,981,068 ) For the Year Ended March 31, 2023 2024 2025 US$ US$ US$ Net cash provided by (used in) operating activities 839,954 2,394,212 (2,819,237 ) Net cash used in investing activities (46,398 ) - - Net cash (used in) provided by financing activities (664,399 ) (2,144,996 ) 2,785,755 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 129.157 249,216 (33,482 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 111,062 240,219 489,435 CASH AND CASH EQUIVALENTS AT END OF YEAR 240,219 489,435 455,953 1 Table of Contents The summary consolidated balance sheet as at March 31, 2024 and 2025 As of March 31, 2024 2025 USD USD Assets Current assets: Cash and cash equivalents 489,435 455,953 Accounts receivable, net 4,911,202 6,793,145 Accounts receivable, net – related parties 392,686 445,573 Prepayment, deposits and other receivable 873,819 3,182,185 Deferring offering costs 1,102,393 - Total current assets 7,769,535 10,876,856 Property, plant and equipment, net 315,895 166,604 Right-of-use assets – Finance lease 4,764,246 4,137,919 Right-of-use assets – Operating lease 85,634 56,836 Retention receivable 432,629 464,070 Total non-current assets 5,598,404 4,825,429 TOTAL ASSETS 13,367,939 15,702,285 Liabilities Current liabilities: Bank loans - current 94,435 110,766 Finance lease liabilities – current 775,042 945,564 Finance lease liabilities – current – related parties 437,982 337,361 Operating lease liabilities – current 79,958 41,828 Contract liabilities 836,911 - Accounts payable, accruals, and other current liabilities 2,292,108 1,602,094 Accounts payable – related parties 279,498 - Amount due to a related company 156,248 156,248 Amount due to a director 196,906 530,078 Income taxes payable 369,667 378,439 Total current liabilities 5,518,755 4,102,378 Non-current liabilities Bank loans – non-current 949,684 839,848 Finance lease liabilities - non-current 1,492,062 1,262,612 Finance lease liabilities – non-current – related parties 679,369 478,011 Operating lease – non-current 27,099 10,446 Deferred tax liabilities 411,174 267,774 Total non-current liabilities 3,559,388 2,858,691 TOTAL LIABILITIES 9,078,143 6,961,069 Commitments and contingencies Shareholders’ equity Ordinary shares USD 0.00005 par value; 1,000,000,000 shares authorized; 26,400,000 and 22,500,000 shares issued and outstanding as of March 31, 2025 and 2024, respectively 1,125 1,320 Additional paid in capital 1,282 11,433,575 Retained earnings (accumulated deficits) 4,287,389 (2,693,679 ) Total shareholders’ equity 4,289,796 8,741,216 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 13,367,939 15,702,285 * Giving retroactive effect to the 2-for-1 share split effected on February 28, 2024.
If our subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations could be materially and adversely affected. 10 Table Of Contents If we become subject to the recent scrutiny, criticism, and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend the matter, which could harm our business operations, our reputation, and could result in a loss of your investment in our Ordinary Shares, in particular if such matter cannot be addressed and resolved favorably.
These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers. 10 Table of Contents If we become subject to the recent scrutiny, criticism, and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend the matter, which could harm our business operations, this offering, and our reputation and could result in a loss of your investment in our Ordinary Shares, in particular if such matter cannot be addressed and resolved favorably.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our Ordinary Share price or trading volume to decline.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our Ordinary Share price or trading volume to decline. The trading market for our Ordinary Shares will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business.
This would in turn adversely affect the operations and profitability of our business. 11 Table Of Contents There are political risks associated with conducting business in Hong Kong.
If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business. 11 Table of Contents There are political risks associated with conducting business in Hong Kong.
Tariffs could increase the cost of the services and products, which could affect customers’ investment decisions. In addition, political uncertainty surrounding international trade disputes and the potential of their escalation to trade war and global recession could have a negative effect on customer confidence, which could materially and adversely affect our business.
In addition, political uncertainty surrounding international trade disputes and the potential of their escalation to trade war and global recession could have a negative effect on customer confidence, which could materially and adversely affect our business. We also may have access to fewer business opportunities, and our operations may be negatively impacted as a result.
The adoption of alternative waste management solutions may divert customers away from utilizing our services, leading to a decrease in Primega Construction’s customer base and results of operations. 18 Table Of Contents There is no guarantee that safety measures and procedures implemented at construction sites could prevent the occurrence of industrial accidents of all kinds, which in turn might lead to claims in respect to employees’ compensation, personal injuries, fatal accidents, and/or property damages against us.
There is no guarantee that safety measures and procedures implemented at construction sites could prevent the occurrence of industrial accidents of all kinds, which in turn might lead to claims in respect to employees’ compensation, personal injuries, fatal accidents, and/or property damages against us.
Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. We do not intend to pay dividends for the foreseeable future.
Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. 25 Table of Contents We do not intend to pay dividends for the foreseeable future.
Further, pursuant to the Employment Ordinance under Hong Kong law, a main contractor, or a main contractor and every superior subcontractor, is jointly and severally liable to pay any wages that become due to an employee who is employed by a subcontractor on any work that the subcontractor has contracted to perform, if such wages are not paid within the period specified in the Employment Ordinance.
There is no assurance that we would be able to find suitable alternative subcontractors that meet our project needs and requirements to complete the projects, which would in turn adversely affect our performance capacity and financial results. 17 Table of Contents Further, pursuant to the Employment Ordinance under Hong Kong law, a main contractor, or a main contractor and every superior subcontractor, is jointly and severally liable to pay any wages that become due to an employee who is employed by a subcontractor on any work that the subcontractor has contracted to perform, if such wages are not paid within the period specified in the Employment Ordinance.
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of Cayman Islands-exempted companies have no general rights under Cayman Islands law to obtain copies of the register of members or corporate records of the company.
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. 26 Table of Contents Shareholders of Cayman Islands-exempted companies have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies.
For the years ended March 31, 2024, 2023 and 2022, a significant portion of our revenue was derived from a small number of customers. Our largest customers, which each contributed more than 10% of our revenue, accounted for approximately 88.88%, 88.26% and 65.0% of our total revenue for the ended March 31, 2024, 2023 and 2022, respectively.
Our largest customers, which each contributed more than 10% of our revenue, accounted for approximately 84.57% and 88.88% of our total revenue for the years ended March 31, 2025 and 2024, respectively.
For the same period, our largest customer was Customer C, and Customer B, and Chi Yip (as defined below), respectively, which accounted for approximately 34.44%, 42.67% and 31.17% of our revenue, respectively. Chi Yip Eng. & (Trans.) Company Limited (“Chi Yip”), a related party, was one of our major customers for the years ended March 31, 2023 and 2022.
For the same period, our largest customer was Customer C and Customer B, each an independent third party, which accounted for approximately 21.54% and 39.78% of our revenue, respectively. Chi Yip Eng. & (Trans.) Company Limited (“Chi Yip”), a related party, was one of our customers for the year ended March 31, 2025.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.
For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.” We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.
On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies (including Hong Kong) before their registration statements will be declared effective.
We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability-free manner or at all. 5 Table of Contents On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies (including Hong Kong) before their registration statements will be declared effective.
Income from soil and rock transportation services rendered to Chi Yip amounted to approximately US$2,830,435 and US$3,268,003 of our revenue, accounting for approximately 25.40% and 31.17%, of our total revenues for the corresponding periods, respectively. Primega Construction also provided site management services to Chi Yip, which contributed approximately US$39,184 and US$121,605 for the years ended March 31, 2023 and 2022.
Income from soil and rock transportation services rendered to Chi Yip amounted to approximately US$643,748 of our revenue, accounting for approximately 3.34% of our total revenues for the period. Primega Construction also provided site management services to Chi Yip, which contributed approximately US$33,030 for the year ended March 31, 2025.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. After our initial public offering, we have become subject to the periodic reporting requirements of the Exchange Act.
After our initial public offering, we have become subject to the periodic reporting requirements of the Exchange Act.
As such, we may record a significant cash outflow in the event that Primega Construction takes up too many capital-intensive projects during a particular period of time. 19 Table Of Contents We cannot assure you that Primega Construction will be able to recover all or any part of the amounts due from its customers or Primega Construction will be able to collect all or any part of the trade receivables from its customers within the agreed credit terms or at all.
We cannot assure you that Primega Construction will be able to recover all or any part of the amounts due from its customers or Primega Construction will be able to collect all or any part of the trade receivables from its customers within the agreed credit terms or at all.
The inability of Primega Construction to increase our fleet of tipper trucks and machinery would expose us to associated risks in areas of our business expansion, our contract fulfillment and impact our costs and profitability. 15 Table Of Contents Primega Construction depends on third parties for machinery and equipment and supplies essential to operate its business.
Furthermore, Primega Construction’s expansion and growth in the earthworks sector is limited by the number of its tipper trucks and excavation machines. The inability of Primega Construction to increase our fleet of tipper trucks and machinery would expose us to associated risks in areas of our business expansion, our contract fulfillment and impact our costs and profitability.
Such deficiencies or inherent limitations may adversely affect our financial condition and results of operations. 13 Table Of Contents Risks Related to Our Business and Industry We have a concentrated customer base and any decrease in the number of projects with our major customers would adversely affect our operations and financial results.
Risks Related to Our Business and Industry We have a concentrated customer base and any decrease in the number of projects with our major customers would adversely affect our operations and financial results. For the years ended March 31, 2025 and 2024, a significant portion of our revenue was derived from a small number of customers.
Primega Construction 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 our estimate due to unexpected circumstances, thereby leading to cost overruns and adversely affecting our operations and financial results.
If the safety measures and procedures implemented at the construction sites are insufficient or not strictly adhered to, it may result in industrial accidents that would in turn lead to claims in respect to employees’ compensation, personal injuries, fatal accidents, and/or property damage against us. 18 Table of Contents Primega Construction 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 our estimate due to unexpected circumstances, thereby leading to cost overruns and adversely affecting our operations and financial results.
It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong.
It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations could be materially and adversely affected.
The construction services industry is highly schedule driven, and failure to meet the schedule requirements of contracts could adversely affect our reputation and/or expose us to financial liability. In some instances, including in the case of many of fixed unit price contracts, of Primega Construction, it guarantees that it will complete a project by a certain date.
In some instances, including in the case of many of fixed unit price contracts, of Primega Construction, it guarantees that it will complete a project by a certain date.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Initial Public Offering On July 22, 2024, PGHL entered into an underwriting agreement with Bancroft Capital, LLC, as underwriter named thereof, in connection with its IPO of 1,500,000 Ordinary Shares at a price of $4.00 per share. The Company’s Registration Statement on Form F-1 (File No. 333-277692) for the IPO, originally filed with the U.S.
Initial Public Offering On July 22, 2024, we entered into an underwriting agreement with Bancroft Capital, LLC, as underwriter named thereof, in connection with its IPO of 1,500,000 Ordinary Shares at a price of $4.00 per share. The Company’s Registration Statement on Form F-1 (File No. 333-277692) for the IPO, originally filed with the U.S.
The main machinery used in our soil and rock transportation operations are tipper trucks. The machinery and equipment we utilize in construction works projects include: A crane mounted on an undercarriage with a set of tracks with a lifting capacity of up to 90 tons. 39 Table Of Contents A drilling rig used to drill holes below ground.
The main machinery used in our soil and rock transportation operations are tipper trucks. The machinery and equipment we utilize in construction works projects include: A crane mounted on an undercarriage with a set of tracks with a lifting capacity of up to 90 tons. 38 Table of Contents A drilling rig used to drill holes below ground.
We will continue to closely monitor the situation throughout 2024 and beyond. ENVIRONMENTAL PROTECTION Our operating subsidiary’s operations are subject to certain environmental requirements pursuant to the laws in Hong Kong, including primarily those in relation to waste disposal, air and water pollution control, and noise control during the years ended March 31, 2024, 2023 and 2022.
We will continue to closely monitor the situation throughout 2025 and beyond. ENVIRONMENTAL PROTECTION Our operating subsidiary’s operations are subject to certain environmental requirements pursuant to the laws in Hong Kong, including primarily those in relation to waste disposal, air and water pollution control, and noise control during the years ended March 31, 2025, 2024 and 2023.
We review our insurance policies from time to time for adequacy in the breadth of coverage. FACILITIES We do not own any real property. Our principal executive office is located at Room 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong.
We review our insurance policies from time to time for adequacy in the breadth of coverage. FACILITIES We do not own any real property. Our principal executive office is located at Room 2916, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong.
Primega Construction has entered into a long-term supply agreement with a company, pursuant to which we have agreed to supply and arrange delivery of rock materials to a facility designated by the company at a fixed price per ton for a period from April 1, 2022 to March 31, 2025.
Primega Construction has entered into a long-term supply agreement with a company, pursuant to which we have agreed to supply and arrange delivery of rock materials to a facility designated by the company at a fixed price per ton for a period from April 1, 2022 to March 31, 2024.
Certifications As of the date of this report, we obtained the following certifications in recognition of Primega Construction’s quality control system: Certification Description Awarding organization or authority Holder Expiry date ISO 9001:2015 Certification of quality management system Accredited Certification International Limited Primega Construction October 23, 2025 ISO 14001:2015 Certification of environmental management system Accredited Certification International Limited Primega Construction October 23, 2025 ISO 45001:2018 Certification of occupational health and safety management system Accredited Certification International Limited Primega Construction November 2, 2025 41 Table Of Contents COMPETITION The C&D materials handling industry in Hong Kong is considered relatively fragmented.
Certifications As of the date of this report, we obtained the following certifications in recognition of Primega Construction’s quality control system: Certification Description Awarding organization or authority Holder Expiry date ISO 9001:2015 Certification of quality management system Accredited Certification International Limited Primega Construction October 23, 2025 ISO 14001:2015 Certification of environmental management system Accredited Certification International Limited Primega Construction October 23, 2025 ISO 45001:2018 Certification of occupational health and safety management system Accredited Certification International Limited Primega Construction November 2, 2025 COMPETITION The C&D materials handling industry in Hong Kong is considered relatively fragmented.
During the years ended March 31, 2024, 2023 and 2022, an affiliated company, Chi Yip Eng. & (Trans.) Company Limited, also acted as Primega Construction’s subcontractor, providing it with transportation services, which included trucks and drivers. Chi Yip Eng. & (Trans.) Company Limited was also a major customer of Primega Construction during the years ended March 31, 2023 and 2022.
During the years ended March 31, 2025, 2024 and 2023, an affiliated company, Chi Yip Eng. & (Trans.) Company Limited, also acted as Primega Construction’s subcontractor, providing it with transportation services, which included trucks and drivers. Chi Yip Eng. & (Trans.) Company Limited was also a major customer of Primega Construction during the years ended March 31, 2023.
As of the date of this report, we have a total of [32] full-time employees. There has not been any trade union set up for our employees. We also emphasize the continuing education and quality training of our staff to enhance their work performance.
As of the date of this report, we have a total of 26 full-time employees. There has not been any trade union set up for our employees. We also emphasize the continuing education and quality training of our staff to enhance their work performance.
Progress payment Primega Construction is generally paid monthly based on the certified value of the works completed in the preceding month, measured in volume of materials disposed. PROJECTS As of the date of this report, we have 8 projects on hand which are in various stages of progress.
Progress payment Primega Construction is generally paid monthly based on the certified value of the works completed in the preceding month, measured in volume of materials disposed. PROJECTS As of the date of this report, we have 7 projects on hand which are in various stages of progress.
Piling involves any work in connection with forming a pile in the ground by a variety of means for the purposes of foundation construction. During the years ended March 31, 2024, 2023 and 2022, Primega Construction has undertaken projects for construction of bored piles.
Piling involves any work in connection with forming a pile in the ground by a variety of means for the purposes of foundation construction. During the years ended March 31, 2025, 2024 and 2023, Primega Construction has undertaken projects for construction of bored piles.
The six Data Protection Principles are: ● Principle 1 — purpose and manner of collection of personal data; ● Principle 2 — accuracy and duration of retention of personal data; ● Principle 3 — use of personal data; 49 Table Of Contents ● Principle 4 — security of personal data; ● Principle 5 — information to be generally available; and ● Principle 6 — access to personal data.
The six Data Protection Principles are: ● Principle 1 — purpose and manner of collection of personal data; ● Principle 2 — accuracy and duration of retention of personal data; ● Principle 3 — use of personal data; 48 Table of Contents ● Principle 4 — security of personal data; ● Principle 5 — information to be generally available; and ● Principle 6 — access to personal data.
As such, even though competition within the industry in Hong Kong will continue to intensify in the future, we are confident that Primega Construction is able to withstand the intense competition with its competitive strengths. INTELLECTUAL PROPERTY As of the date of this report, we had one registered domain name, www.primegagroup.com .
As such, even though competition within the industry in Hong Kong will continue to intensify in the future, we are confident that Primega Construction is able to withstand the intense competition with its competitive strengths. 40 Table of Contents INTELLECTUAL PROPERTY As of the date of this report, we had one registered domain name, www.primegagroup.com .
We, our customers, subcontractors, and suppliers have not experienced any material suspensions or cancellations of our projects due to the COVID-19 pandemic during the years ended March 31, 2024, 2023 and 2022.
We, our customers, subcontractors, and suppliers have not experienced any material suspensions or cancellations of our projects due to the COVID-19 pandemic during the years ended March 31, 2025, 2024 and 2023.
Any person who contravenes regulation 12 commits an offence and is liable to a maximum fine of HK$50,000 and to imprisonment for 6 months. Hong Kong Regulations Related to the Construction Industry Construction Workers Registration Ordinance (Chapter 583 of the Laws of Hong Kong) The Construction Workers Registration Ordinance provides, among others, for registration and regulation of construction workers.
Any person who contravenes regulation 12 commits an offence and is liable to a maximum fine of HK$50,000 and to imprisonment for 6 months. 45 Table of Contents Hong Kong Regulations Related to the Construction Industry Construction Workers Registration Ordinance (Chapter 583 of the Laws of Hong Kong) The Construction Workers Registration Ordinance provides, among others, for registration and regulation of construction workers.
The construction waste disposal charge imposed on each construction waste producer is dependent upon the proportion of inert construction waste. 50 Table Of Contents Under Schedule 5 of the Waste Disposal (Charges for Disposal of Construction Waste) Regulation, inert construction waste means rock, rubble, boulder, earth, soil, sand, concrete, asphalt, brick, tile, masonry or used bentonite.
The construction waste disposal charge imposed on each construction waste producer is dependent upon the proportion of inert construction waste. Under Schedule 5 of the Waste Disposal (Charges for Disposal of Construction Waste) Regulation, inert construction waste means rock, rubble, boulder, earth, soil, sand, concrete, asphalt, brick, tile, masonry or used bentonite.
Organizational Structure The chart below illustrates our corporate structure and identifies our subsidiaries as of the date of this annual report: Name Background Ownership Celestial Power Group Limited - A BVI company - Incorporated in February 2022 - Issued 100 shares of US$1.00 each – Intermediate holding company 100% owned by PGHL Primega Construction Engineering Co., Limited - A Hong Kong company - Incorporated in July 2018 - Issued 10,000 ordinary shares of HK$1.00 each - Provision of soil and rock transportation services 100% owned by Celestial Power D.
Organizational Structure The chart below illustrates our corporate structure and identifies our subsidiaries as of the date of this annual report: 52 Table of Contents Name Background Ownership Celestial Power Group Limited - A BVI company - Incorporated in February 2022 - Issued 100 shares of US$1.00 each – Intermediate holding company 100% owned by ZDAI Primega Construction Engineering Co., Limited - A Hong Kong company - Incorporated in July 2018 - Issued 10,000 ordinary shares of HK$1.00 each - Provision of soil and rock transportation services 100% owned by Celestial Power D.
For the years ended March 31, 2024, 2023 and 2022, Primega Construction completed 6, 3 and 3 projects, respectively. These projects consist of both soil and rock transportation projects and other construction works projects. PRICING STRATEGY The pricing of Primega Construction quotations is determined on a cost-plus basis.
For the years ended March 31, 2025, 2024 and 2023, Primega Construction completed 14, 6 and 3 projects, respectively. These projects consist of both soil and rock transportation projects and other construction works projects. PRICING STRATEGY The pricing of Primega Construction quotations is determined on a cost-plus basis.
Long term relationships with customers Our operating subsidiary has established stable business relationships with its customers and its major customers for the years ended March 31, 2024 , 2023 and 2022.
Long term relationships with customers Our operating subsidiary has established stable business relationships with its customers and its major customers for the years ended March 31, 2025, 2024 and 2023.
Mini excavators are small scale excavators mainly used for moving earth. The upper structure sits atop an undercarriage with tracks or wheels. 40 Table Of Contents Air compressors are devices that forces air into a chamber and compresses air to provide high-pressure air SEASONALITY Our business activities do not exhibit any significant seasonality.
Mini excavators are small scale excavators mainly used for moving earth. The upper structure sits atop an undercarriage with tracks or wheels. Air compressors are devices that forces air into a chamber and compresses air to provide high-pressure air SEASONALITY Our business activities do not exhibit any significant seasonality.
As of the date of this report, Primega Construction has complied with the provisions under the Air Pollution Control Ordinance. Noise Control Ordinance (Chapter 400 of the Laws of Hong Kong) The Noise Control Ordinance controls, among others, the noise from construction, industrial, and commercial activities.
As of the date of this report, Primega Construction has complied with the provisions under the Air Pollution Control Ordinance. 50 Table of Contents Noise Control Ordinance (Chapter 400 of the Laws of Hong Kong) The Noise Control Ordinance controls, among others, the noise from construction, industrial, and commercial activities.
We believe that our facilities are adequate to meet our needs for the immediate future and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any expansion of our operations. 42 Table Of Contents EMPLOYEES Our operating subsidiary employed 29, 22 and 16 full-time employees as of March 31, 2024, 2023 and 2022, respectively.
We believe that our facilities are adequate to meet our needs for the immediate future and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any expansion of our operations. 41 Table of Contents EMPLOYEES Our operating subsidiary employed 33, 29 and 22 full-time employees as of March 31, 2025, 2024 and 2023, respectively.
Man Siu Ming, our director and chairman of the board, has been in the construction industry for approximately 11 years and ample experience in construction transportation and logistics and foundation related construction work projects. Mr.
Man Siu Ming, our former director and chairman of the board and existing director of our operating subsidiary, has been in the construction industry for approximately 11 years and ample experience in construction transportation and logistics and foundation related construction work projects. Mr.
CUSTOMERS Primega Construction’s customers are primarily foundation and site formation subcontractors of property development and civil engineering projects in Hong Kong. Primega Construction’s largest customers, which contributed more than 10% our revenue each, accounted for approximately 88.88%, 88.26% and 65.0% of our revenue, respectively, for the years ended March 31, 2024, 2023 and 2022.
CUSTOMERS Primega Construction’s customers are primarily foundation and site formation subcontractors of property development and civil engineering projects in Hong Kong. Primega Construction’s largest customers, which contributed more than 10% our revenue each, accounted for approximately 84.57%, 88.88% and 88.26% of our revenue, respectively, for the years ended March 31, 2025, 2024 and 2023.
The following table sets forth the number of our employees by function as of the date of this annual report: As of the date of this report Director 1 Project Engineering 3 Site Operation and Maintenance 24 Quantity Surveyor Department 1 Finance & Accounting Department 2 Human Resources and General Administration Department 1 32 We believe that our operating subsidiary maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended March 31, 2024, 2023 and 2022.
The following table sets forth the number of our employees by function as of the date of this annual report: As of the date of this report Director 1 Project Engineering 2 Site Operation and Maintenance 21 Quantity Surveyor Department 1 Finance & Accounting Department 1 26 We believe that our operating subsidiary maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended March 31, 2025, 2024 and 2023.
As of the date of this report, Primega Construction has complied with the provisions under the Competition Ordinance. 53 Table Of Contents C.
As of the date of this report, Primega Construction has complied with the provisions under the Competition Ordinance. C.
As of the date of this report, we have [32] employees.
As of the date of this report, we have 26 employees.
MACHINERY AND MATERIALS Primega Construction will rely on the use of machinery to carry out its services. As of the date of this report, Primega Construction has a fleet of 42 tipper trucks, 1 crawler crane, 1 hydraulic drilling rig, 6 hydraulic microdrilling rigs, 4 air compressors, 4 excavators, 2 generators and 2 diesel tank wagons.
MACHINERY AND MATERIALS Primega Construction will rely on the use of machinery to carry out its services. As of the date of this report, Primega Construction has a fleet of 45 tipper trucks, 2 crawler crane, 1 hydraulic drilling rig, 4 excavators, 2 generators, 1 vibratory hammer and 2 diesel tank wagons.
Pursuant to section 82 of the Competition Ordinance, if the Competition Commission has reasonable cause to believe that (a) a contravention of the first conduct rule has occurred; and (b) the contravention does not involve serious anti-competitive conduct, it must, before bringing proceedings in the Competition Tribunal against the undertaking whose conduct is alleged to constitute the contravention, issue a notice to the undertaking.
Each of the aforesaid rules is however subject to a number of exclusions and exemptions. 51 Table of Contents Pursuant to section 82 of the Competition Ordinance, if the Competition Commission has reasonable cause to believe that (a) a contravention of the first conduct rule has occurred; and (b) the contravention does not involve serious anti-competitive conduct, it must, before bringing proceedings in the Competition Tribunal against the undertaking whose conduct is alleged to constitute the contravention, issue a notice to the undertaking.
As of the date of this report, employee compensation insurance has been obtained for all employees of Primega Construction. 48 Table Of Contents Immigration Ordinance (Chapter 115 of the Laws of Hong Kong) Pursuant to Section 38A of the Immigration Ordinance, a construction site controller (i.e., the principal or main contractor, which includes a subcontractor, owner, occupier, or other person who has control over or is in charge of a construction site) should take all practicable steps to prevent having illegal immigrants from being on the construction site and should prevent illegal workers who are not lawfully employable from taking employment on the construction site.
Immigration Ordinance (Chapter 115 of the Laws of Hong Kong) Pursuant to Section 38A of the Immigration Ordinance, a construction site controller (i.e., the principal or main contractor, which includes a subcontractor, owner, occupier, or other person who has control over or is in charge of a construction site) should take all practicable steps to prevent having illegal immigrants from being on the construction site and should prevent illegal workers who are not lawfully employable from taking employment on the construction site.
Where a person by whom an offence under the Dangerous Goods Ordinance has been committed is a company, every director and every officer concerned in the management of the company shall be guilty of the like offence unless he proves that the act constituting the offence took place without his knowledge or consent.
Where a person by whom an offence under the Dangerous Goods Ordinance has been committed is a company, every director and every officer concerned in the management of the company shall be guilty of the like offence unless he proves that the act constituting the offence took place without his knowledge or consent. 44 Table of Contents As of the date of this report, Primega Construction has obtained a valid dangerous goods license.
The term of the lease is from October 18, 2022 to October 17, 2024. Primega Construction also leases a parcel of land located at DD87, Lot 393 at Hung Lung Hang, Sheung Shui, New Territories, Hong Kong with a total gross area of approximately 9,000 square feet for storage of its plant and machinery.
Primega Construction also leases a parcel of land located at DD87, Lot 393 at Hung Lung Hang, Sheung Shui, New Territories, Hong Kong with a total gross area of approximately 9,000 square feet for storage of its plant and machinery.
For the year ended March 31, 2024, Primega Construction recorded approximately HK$1,400,000 of such sales, representing approximately 140,000 tons of rocks at a price point of HK$10 per ton. Project monitoring The project manager regularly provides progress updates to the directors.
For the year ended March 31, 2024, Primega Construction recorded approximately HK$1,400,000 of such sales, representing approximately 140,000 tons of rocks at a price point of HK$10 per ton.
We consider that the reputation of operating subsidiary has been built on years of satisfactory construction management services operating subsidiary provided to its customers and in order to continually deliver quality work, we intend to expand our manpower by recruiting project management and support staff to cope with our business development.
We consider that the reputation of operating subsidiary has been built on years of satisfactory construction management services operating subsidiary provided to its customers and in order to continually deliver quality work, we intend to expand our manpower by recruiting project management and support staff to cope with our business development. 32 Table of Contents OUR BUSINESS OPERATIONS Through our operating subsidiary, we are engaged in the provision of (i) soil and rock transportation services and (ii) construction works.
LEGAL PROCEEDINGS As of the date of this report, we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations .
In addition, we will conduct regular internal safety audits and regular safety training provided to our staff. 42 Table of Contents LEGAL PROCEEDINGS As of the date of this report, we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations .
For the year ended March 31, 2023, Primega Construction recorded approximately HK$3.21 million of such sales, representing approximately 144,000 tons of rocks at a price point of HK$15 per ton and approximately 105,000 tons at HK$10 per ton.
As part of the arrangement, Primega Construction will arrange for delivery of raw rocks to the facility designated by the customer. For the year ended March 31, 2023, Primega Construction recorded approximately HK$3.21 million of such sales, representing approximately 144,000 tons of rocks at a price point of HK$15 per ton and approximately 105,000 tons at HK$10 per ton.
We believe that Primega Construction’s operating history, together with the long-established relationships with its customers cultivated over the years would increase our overall recognition and visibility in the market and enable us to attract potential business opportunities. Experienced and professional management team Our management members bring with them over 10 years of experience in the construction industry. Mr.
We believe that Primega Construction’s operating history, together with the long-established relationships with its customers cultivated over the years would increase our overall recognition and visibility in the market and enable us to attract potential business opportunities.
Primega Construction may then enter into a formal engagement agreement with the customer. 35 Table Of Contents Project planning Upon formal engagement, the management of Primega Construction will allocate the required personnel to the project and assesses the necessary machinery and equipment on-hand.
Once the customer decides to engage Primega Construction, generally, it will be formally informed of the customer’s acceptance. Primega Construction may then enter into a formal engagement agreement with the customer. Project planning Upon formal engagement, the management of Primega Construction will allocate the required personnel to the project and assesses the necessary machinery and equipment on-hand.
As of the date of this report, Primega Construction holds a valid business registration certificate. 44 Table Of Contents Hong Kong Regulations Related to the Sale and Transport of Diesel Oil Dangerous Goods Ordinance (Chapter 295 of the Laws of Hong Kong) The Dangerous Goods Ordinance controls the usage, storage, manufacturing and conveyance of the dangerous goods under the ordinance and sets out the relevant licensing requirements in relation to these activities.
Hong Kong Regulations Related to the Sale and Transport of Diesel Oil Dangerous Goods Ordinance (Chapter 295 of the Laws of Hong Kong) The Dangerous Goods Ordinance controls the usage, storage, manufacturing and conveyance of the dangerous goods under the ordinance and sets out the relevant licensing requirements in relation to these activities.
We generally provide our services as a subcontractor to other construction contractors in Hong Kong. 31 Table Of Contents Our Competitive Strengths We believe the following competitive strengths differentiate us from our competitors: Our operating subsidiary has a fleet of 42 tipper trucks and machinery and a strong network of subcontractors Our fleet of tipper trucks and machinery allow our operating subsidiary to undertake multiple soil and rock transportation projects at the same time.
Our Competitive Strengths We believe the following competitive strengths differentiate us from our competitors: Our operating subsidiary has a fleet of 45 tipper trucks and machinery and a strong network of subcontractors Our fleet of tipper trucks and machinery allow our operating subsidiary to undertake multiple soil and rock transportation projects at the same time.
If the happening of such accident was not brought to the notice of the employer or did not otherwise come to its knowledge within such periods of seven and 14 days, respectively, then such notice shall be given not later than seven days or, as may be appropriate, 14 days, after the happening of the accident was first brought to the notice of the employer or otherwise came to its knowledge.
If the happening of such accident was not brought to the notice of the employer or did not otherwise come to its knowledge within such periods of seven and 14 days, respectively, then such notice shall be given not later than seven days or, as may be appropriate, 14 days, after the happening of the accident was first brought to the notice of the employer or otherwise came to its knowledge. 47 Table of Contents As of the date of this report, employee compensation insurance has been obtained for all employees of Primega Construction.
The pricing of soil and rock transportation services, is generally determined with reference to various factors such as: (i) the distance between the construction site and the disposal and recycling facilities; (ii) the completion time requested by customer; (iii) the estimated composition of soil and rock at the site; (iv) the estimated direct costs to be incurred; (v) the prospect of obtaining future contracts from the customer; and (vi) the prevailing market conditions.
The pricing of soil and rock transportation services, is generally determined with reference to various factors such as: (i) the distance between the construction site and the disposal and recycling facilities; (ii) the completion time requested by customer; (iii) the estimated composition of soil and rock at the site; (iv) the estimated direct costs to be incurred; (v) the prospect of obtaining future contracts from the customer; and (vi) the prevailing market conditions. 36 Table of Contents Primega Construction soil and rock transportation projects are either lump-sum fixed price contracts based on the estimated volume of materials involved subject to remeasurement or an agreed fixed unit price per volume or weight of materials transported.
As of the date of this report, our operating subsidiary had 42 tipper trucks which are vehicles approved by the Environmental Protection Department of Hong Kong for delivering inert construction waste to government waste reception facilities.
The validity period of the dangerous goods license generally lasts for one year, subject to annual review and renewal. As of the date of this report, our operating subsidiary had 45 tipper trucks which are vehicles approved by the Environmental Protection Department of Hong Kong for delivering inert construction waste to government waste reception facilities.
These materials are suitable for reuse in construction projects such as reclamation, or site formation works with or without further processing. Other inert C&D materials such as asphalt, tiles, bricks and glass cannot be feasibly processed and recycled into marketable products. The excavated materials Primega Construction handles are a mix of such materials.
Other inert C&D materials such as asphalt, tiles, bricks and glass cannot be feasibly processed and recycled into marketable products. The excavated materials Primega Construction handles are a mix of such materials.
Bored piling requires the use of different kinds of machinery, such as excavators, air compressors, crawler cranes, oscillators, etc., and Primega Construction possesses most of the standard machinery and equipment necessary for construction of bored piles. 34 Table Of Contents OUR OPERATION FLOW Set out below is the flow chart summarizing the usual workflow of a soil and rock transportation project: Quotation and contract execution As standard practice, Primega Construction is invited by its customers to provide a quotation for a potential project.
OUR OPERATION FLOW Set out below is the flow chart summarizing the usual workflow of a soil and rock transportation project: 34 Table of Contents Quotation and contract execution As standard practice, Primega Construction is invited by its customers to provide a quotation for a potential project.
To ensure the soil is recycled and reused, the project team maintains communication with these contractors and will obtain a set of supporting documents to track the transit of the materials until it is redeployed.
To ensure the soil is recycled and reused, the project team maintains communication with these contractors and will obtain a set of supporting documents to track the transit of the materials until it is redeployed. Soil that meets certain standards is typically reused as backfill in foundation and reclamation projects at other construction sites.
On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a PHEIC, and later, on March 11, 2020, a global pandemic.
COVID-19 Update Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world. On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a PHEIC, and later, on March 11, 2020, a global pandemic.
Failure to comply with the above constitutes an offense, and the employer is liable on conviction to a fine of HK$200,000.
Employers must, as far as reasonably practicable, ensure the safety and health in their workplaces. Failure to comply with the above constitutes an offense, and the employer is liable on conviction to a fine of HK$200,000.
As excavation continues, the materials excavated will consist almost entirely of soil and rock, typically in a ratio of 60% to 40%. During this stage, sorting is required to separate the soil and rock materials, which is typically carried out by the construction contractor, depending on the engagement terms.
During this stage, sorting is required to separate the soil and rock materials, which is typically carried out by the construction contractor, depending on the engagement terms.
As of the date of this report, Primega Construction has complied with the emission standards for its non-road mobile machinery. 52 Table Of Contents Regulation Related to Competition Competition Ordinance (Chapter 619 of the Laws of Hong Kong) The Competition Ordinance prohibits and deters undertakings in all sectors from adopting anticompetitive conduct which has the object or effect of preventing, restricting or distorting competition in Hong Kong.
Regulation Related to Competition Competition Ordinance (Chapter 619 of the Laws of Hong Kong) The Competition Ordinance prohibits and deters undertakings in all sectors from adopting anticompetitive conduct which has the object or effect of preventing, restricting or distorting competition in Hong Kong.
By expanding its fleet of machinery and equipment Primega Construction can (i) ensure that the machinery is optimally serviced and exercise greater control over the deployment of its machinery, (ii) protect its business from fluctuation in rental costs, (iii) reduce its reliance on capacity and availability of machinery and equipment from third parties, and (iv) enhance the accuracy of its cost estimates, allowing us to budget and submit more accurate quotations. 32 Table Of Contents We therefore intend to acquire additional machinery for Primega Construction so as to enhance its technical ability and to strengthen its capability to cope with different needs and requirements of different customers and to meet the expected growing demand for soil and rock transportation in Hong Kong in the foreseeable future.
By expanding its fleet of machinery and equipment Primega Construction can (i) ensure that the machinery is optimally serviced and exercise greater control over the deployment of its machinery, (ii) protect its business from fluctuation in rental costs, (iii) reduce its reliance on capacity and availability of machinery and equipment from third parties, and (iv) enhance the accuracy of its cost estimates, allowing us to budget and submit more accurate quotations.
Dangerous Goods (Application and Exemption) Regulations 2012 (Chapter 295E of the Laws of Hong Kong) Diesel, fuel oil and furnace oils having a flash point of or over 60°C (140° F) in closed cup test, are categorized as Class 3A dangerous goods under Schedule 2 of the regulation. 45 Table Of Contents Dangerous Goods (Control) Regulation (Chapter 295G of the Laws of Hong Kong) On March 31, 2022, the Dangerous Goods (Control) Regulation (“DG(C)R”) came into effect, providing for various updates to the regulatory system for dangerous goods in Hong Kong and aligning it with international standards.
Dangerous Goods (Application and Exemption) Regulations 2012 (Chapter 295E of the Laws of Hong Kong) Diesel, fuel oil and furnace oils having a flash point of or over 60°C (140° F) in closed cup test, are categorized as Class 3A dangerous goods under Schedule 2 of the regulation.
We select suppliers mainly based on: (i) quality of materials, (ii) timeliness of delivery, (iii) previous experience and length of partnership with the supplier, (iv) competitiveness of the price offered, and (v) reputation of the supplier. Unless otherwise stated in our agreement with the customer, we usually provide construction materials for our projects.
The terms of our supply contracts include the type of materials, price, quantity, and payment terms. We select suppliers mainly based on: (i) quality of materials, (ii) timeliness of delivery, (iii) previous experience and length of partnership with the supplier, (iv) competitiveness of the price offered, and (v) reputation of the supplier.
According to Section 41 of the Construction Industry Council Ordinance, if a contractor fails to give the NOP or NOC, a surcharge not exceeding twice the amount of the CIL payable may be imposed and a Notice of Surcharge in writing shall be given by the CIC.
According to Section 41 of the Construction Industry Council Ordinance, if a contractor fails to give the NOP or NOC, a surcharge not exceeding twice the amount of the CIL payable may be imposed and a Notice of Surcharge in writing shall be given by the CIC. 46 Table of Contents Regulations Related to Employment and Labor Protection Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) The Occupational Safety and Health Ordinance provides for the safety and health protection to employees in workplaces, both industrial and non-industrial.
Under Sections 3(1) and 5 of the Construction Workers Registration Ordinance, the principal contractors/subcontractors/employers/controllers of construction sites are required to employ only registered construction workers to personally carry out construction work on construction sites. 46 Table Of Contents Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong) The Factories and Industrial Undertakings Ordinance provides for the safety and health protection of workers in an industrial undertaking.
Under Sections 3(1) and 5 of the Construction Workers Registration Ordinance, the principal contractors/subcontractors/employers/controllers of construction sites are required to employ only registered construction workers to personally carry out construction work on construction sites.
Pursuant to the Waste Disposal (Charges for Disposal of Construction Waste) Regulation (Amendment of Schedules) Notice 2023, as of April 1, 2024, the relevant charges will be increased to HK$87 per ton, HK$340 per ton and HK$365 per ton for disposal at public fill reception facilities, sorting facilities and landfills, respectively.
Pursuant to the Waste Disposal (Charges for Disposal of Construction Waste) Regulation (Amendment of Schedules) Notice 2023, as of April 1, 2024, the relevant charges will be increased to HK$87 per ton, HK$340 per ton and HK$365 per ton for disposal at public fill reception facilities, sorting facilities and landfills, respectively. 49 Table of Contents Under the Waste Disposal Ordinance, a person shall not use, or permit to be used, any land or premises for the disposal of waste unless he has a license from the director of the Environmental Protection Department.
REGULATIONS Regulations Related to Our Business Operations in Hong Kong Hong Kong Regulations Related to Service Providers Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
In recognition of our environmental policies, our environmental management system for our operating subsidiary, Primega Construction, has been assessed and certified as meeting the requirements of ISO 14001:2015. 43 Table of Contents REGULATIONS Regulations Related to Our Business Operations in Hong Kong Hong Kong Regulations Related to Service Providers Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
While Primega Construction, our operating subsidiary has only commenced its operations since 2018, the close-knit relationship with Chi Yip has provided access to a wide network of customers built over the decades by Mr. Man Chi Kwan, the father of our director and chairman, Mr. Man Siu Ming.
While Primega Construction, our operating subsidiary has only commenced its operations since 2018, the close-knit relationship with Chi Yip has provided access to a wide network of customers built over the decades. As a company with a long history, Chi Yip has been operating in the Hong Kong construction industry since the year 2000.
Our related party, Chi Yip, was one of Primega Construction’s principal customers for the years ended March 31, 2023 and 2022, accounting for approximately 25.40% and 31.17% of our total revenues, respectively. Chi Yip ceased to be a customer of Primega Construction during the year ended March 31, 2024, and contributed no income during this period.
Our related party, Chi Yip, was one of Primega Construction’s customers for the years ended March 31, 2025, accounting for approximately 3.34% of our total revenues, respectively. However, Chi Yip contributed no income during the year ended March 31, 2024.
Kan Chi Wai, our director and chief executive officer, has also been in the construction industry for over 10 years and has acted as quantity surveyor for construction projects of various scales in Hong Kong. Their qualifications and leadership have been key to formulating business strategies and competitive quotes that are essential to us in securing new business.
Kan Chi Wai, our former director and chief executive officer and existing director of our operating subsidiary, has also been in the construction industry for over 10 years and has acted as quantity surveyor for construction projects of various scales in Hong Kong.
Primega Construction’s services involve the handling, loading and transport of excavated materials, substantially comprised of soil and rock, for disposal at relevant government waste disposal facilities such as landfills, sorting facilities or public fill reception facilities, as the case may be. 33 Table Of Contents Among the C&D materials generated from construction activities, only a subset of inert materials such as soil, rock and concrete are suitable for reuse and/or recycling into products with marketable value.
Primega Construction’s services involve the handling, loading and transport of excavated materials, substantially comprised of soil and rock, for disposal at relevant government waste disposal facilities such as landfills, sorting facilities or public fill reception facilities, as the case may be.
Securities and Exchange Commission (the “Commission”) on March 6, 2023 (as amended, the “Registration Statement”) was declared effective by the Commission on July 1, 2024. On July 23, 2024, PGHL completed its IPO and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol “PGHL”. B.
Securities and Exchange Commission (the “Commission”) on March 6, 2023 (as amended, the “Registration Statement”) was declared effective by the Commission on July 1, 2024.
Since the establishment of Primega Construction in 2018, it has begun the gradual process of taking on and succeeding Chi Yip’s clientele. As Mr. Man Chi Kwan retires and downscales Chi Yip’s operations, Primega Construction has grown, developing its own expertise in the field.
Man Chi Kwan retires and downscales Chi Yip’s operations, Primega Construction has grown, developing its own expertise in the field.
Soil that meets certain standards is typically reused as backfill in foundation and reclamation projects at other construction sites. 36 Table Of Contents Delivery of recycled soil for reuse as backfill In March 2022, Primega Construction entered into a supply agreement to sell rock materials to a customer at a fixed rate of HK$15 (US$1.92) per ton.
Delivery of recycled soil for reuse as backfill In March 2022, Primega Construction entered into a supply agreement to sell rock materials to a customer at a fixed rate of HK$15 (US$1.92) per ton. Subsequently in September 2022, the fixed rate was revised by mutual agreement to HK$10 (US$1.28) per ton.
Asbestos control provisions in the Air Pollution Control Ordinance require that building work involving asbestos must be conducted only by registered qualified personnel and under the supervision of a registered consultant. 51 Table Of Contents Further, the Air Pollution Control (Motor Vehicle Fuel) Regulation (Chapter 311N of the Laws of Hong Kong) stipulates specifications of motor vehicle fuel and prohibits the supply, distribution and sale of motor vehicle fuels (including motor vehicle diesel and motor vehicle biodiesel) that do not meet the specifications.
Further, the Air Pollution Control (Motor Vehicle Fuel) Regulation (Chapter 311N of the Laws of Hong Kong) stipulates specifications of motor vehicle fuel and prohibits the supply, distribution and sale of motor vehicle fuels (including motor vehicle diesel and motor vehicle biodiesel) that do not meet the specifications.
Business Overview Overview We are a holding company incorporated in the Cayman Islands with operations conducted by our Hong Kong operating subsidiary, Primega Construction. We are a provider of transportation services that employs environmentally friendly practices with the aim of facilitating reuse of C&D materials and reduction of construction waste.
We are a provider of transportation services that employs environmentally friendly practices with the aim of facilitating reuse of C&D materials and reduction of construction waste. We operate in the Hong Kong construction industry, mainly handling transportation of materials excavated from construction sites.
After discharging the waste, the truck will then be weighed again to estimate the weight of waste material discharged. Based on the recorded weight recorded on the CHIT, a waste disposal charge at a rate of HK$175 (approximately US$22.34) up to HK$200 (approximately US$25.53) per ton is payable for disposal of construction waste at sorting facilities and landfills, respectively.
Based on the recorded weight recorded on the CHIT, a waste disposal charge at a rate of HK$175 (approximately US$22.34) up to HK$200 (approximately US$25.53) per ton is payable for disposal of construction waste at sorting facilities and landfills, respectively. 35 Table of Contents As excavation continues, the materials excavated will consist almost entirely of soil and rock, typically in a ratio of 60% to 40%.
As we are provided with the standard requirements of the materials and we are liable for the quality of our projects, except in the case that we are provided with materials by our customer, as subcontractor, we are able to choose our own suppliers for our projects. 38 Table Of Contents Primega Construction’s major customers, Chi Yip Eng. & (Trans.) Company Limited and Workbase Engineering Limited, also supplied it with plant and machinery from time to time.
As we are provided with the standard requirements of the materials and we are liable for the quality of our projects, except in the case that we are provided with materials by our customer, as subcontractor, we are able to choose our own suppliers for our projects.
An employer who fails to do so intentionally, knowingly or recklessly commits an offense and is liable on conviction to a fine of HK$200,000 and to imprisonment for 6 months. 47 Table Of Contents Employment Ordinance (Chapter 57 of the Laws of Hong Kong) The Employment Ordinance is an ordinance enacted for, among other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies.
An employer who fails to do so intentionally, knowingly or recklessly commits an offense and is liable on conviction to a fine of HK$200,000 and to imprisonment for 6 months.
Primega Construction contacts its customers on a regular basis to maintain a good relationship with them, to obtain market and industry information, and to seek business opportunities. We also rely on word of mouth by providing quality service in all of projects to attract referrals or for retaining customers in future projects.
Primega Construction contacts its customers on a regular basis to maintain a good relationship with them, to obtain market and industry information, and to seek business opportunities.
Their technical know-how and industry knowledge acquired and accumulated over the years have also assisted us in carrying out efficient management of project work and in coping with uncertainties encountered during the projects’ operation. We believe that our experienced and professional management team is an invaluable asset and will continue to contribute to our business development and future prospects. Mr.
Their qualifications and leadership have been key to formulating business strategies and competitive quotes that are essential to us in securing new business. Their technical know-how and industry knowledge acquired and accumulated over the years have also assisted us in carrying out efficient management of project work and in coping with uncertainties encountered during the projects’ operation.
As a company with a long history, Chi Yip has been operating in the Hong Kong construction industry since the year 2000. Building on the network and relationships established by Mr. Man Chi Kwan, Mr. Man Siu Ming further cultivated these business relationships during his tenure at Chi Yip.
Building on the network and relationships established by Mr. Man Chi Kwan, Mr. Man Siu Ming further cultivated these business relationships during his tenure at Chi Yip. Since the establishment of Primega Construction in 2018, it has begun the gradual process of taking on and succeeding Chi Yip’s clientele. As Mr.
SUPPLIERS Primega Construction’s suppliers primarily supply biodiesel oil to it for operation of its vehicles and for onward sales to its customers. Due to the nature of our business, which involves transporting large volumes of excavation materials and operating a large fleet of vehicles, biodiesel oil is a major cost component of our core business.
Due to the nature of our business, which involves transporting large volumes of excavation materials and operating a large fleet of vehicles, biodiesel oil is a major cost component of our core business. Primega Construction generally orders biodiesel oil on a project-by-project basis, and it does not enter into any long-term contracts with our suppliers.
The office has a size of approximately 1,000 square feet, which we use as office space. The term of the lease is from June 1, 2024 to May 31, 2026. We have also leased a secondary office at Room 2916 in the same building with a size of approximately 950 square feet.
The office has a size of approximately 950 square feet, which we use as office space. The term of the lease is from October 18, 2024 to October 17, 2026.
We operate in the Hong Kong construction industry, mainly handling transportation of materials excavated from construction sites. Our services principally comprise of (i) soil and rock transportation services; (ii) diesel oil trading; and (iii) construction works, which mainly includes ELS works and bored piling.
Our services principally comprise of (i) soil and rock transportation services and (ii) construction works, which mainly includes ELS works and bored piling. We generally provide our services as a subcontractor to other construction contractors in Hong Kong.
Other than the civil proceeding mentioned above, we are not involved in any litigation, arbitration, or claim of material importance, nor any material impact non-compliance incidents or systemic non-compliance incidents in respect to applicable laws and regulations. 43 Table Of Contents COVID-19 Update Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world.
From time to time, we may become involved in legal proceedings arising in the ordinary course of business. Other than the civil proceeding mentioned above, we are not involved in any litigation, arbitration, or claim of material importance, nor any material impact non-compliance incidents or systemic non-compliance incidents in respect to applicable laws and regulations.
As of the date of this report, Primega Construction has obtained a valid dangerous goods license.
As of the date of this report, Primega Construction holds a valid business registration certificate.
Item 4. Information on the Company A. History and Development of the Company. In July 2018, Primega Construction was incorporated as a limited liability company under the Laws of Hong Kong. Primega Construction, our operating subsidiary, is principally engaged in soil and rock transportation services in Hong Kong.
We operate our business through Primega Construction, our Hong Kong subsidiary incorporated on July 31, 2018, which is wholly owned by Celestial Power. Primega Construction is principally engaged in soil and rock transportation services in Hong Kong. In February 2022, Celestial Power was incorporated under the laws of the BVI as the intermediate holding company of ZDAI.
These excavated materials that can be repurposed or sold will not be subject to disposal charges at government waste disposal facilities, reduces the amount of environmental waste, and at the same time, the operational costs of our operating subsidiary.
These excavated materials that can be repurposed or sold will not be subject to disposal charges at government waste disposal facilities, reduces the amount of environmental waste, and at the same time, the operational costs of our operating subsidiary. 33 Table of Contents (ii) Construction works Primega Construction provides ELS works as subcontractor, which are typically used for establishing a supported area for deep excavation in order to facilitate construction of footing foundation basement or pile caps for further infrastructure development.
In February 2022, Celestial Power was incorporated under the laws of the BVI, as a holding company of Primega Construction. In April 2022, PGHL was incorporated under the Companies Act as an exempted company with limited liability, as the holding company of our BVI and Hong Kong subsidiaries.
One (1) share of Celestial Power, representing its entire issued share capital, was allotted and issued to ZDAI on May 4, 2022. In April 2022, ZDAI was incorporated under the laws of the Cayman Islands as an exempted company with limited liability, as the holding company of our BVI and Hong Kong subsidiary.
Primega Construction’s directors and its project management team maintain frequent dialogue with Primega Construction customers, suppliers, and subcontractors in order to make sure that each project is carried out according to the agreed plan.
Primega Construction’s directors and its project management team maintain frequent dialogue with Primega Construction customers, suppliers, and subcontractors in order to make sure that each project is carried out according to the agreed plan. 39 Table of Contents MAJOR QUALIFICATIONS, LICENSES, APPROVALS AND CERTIFICATIONS Licenses, permits and approvals As of the date of this report, our operating subsidiary had one diesel tank wagon duly licensed by the Hong Kong Fire Services Department to convey category 5 dangerous goods.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Our cash outflows from operating activities were principally due to payments for purchase of diesel oils, subcontracting fees, staff costs, and administrative and other operating expenses.
Our cash outflows from operating activities were principally due to payments for purchase of diesel oils, subcontracting fees, staff costs, and administrative and other operating expenses.
Due to the level of activity and lack of complex transactions, we believe there are currently no critical accounting policies and estimates that affect the preparation of our financial statements. Exchange Rate The exchanges rates used for translation from Hong Kong dollar to USD was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong.
Due to the level of activity and lack of complex transactions, we believe there are currently no critical accounting policies and estimates that affect the preparation of our financial statements. Exchange Rate The exchange rates used for translation from Hong Kong dollar to USD was 7.8000, a pegged rate determined by the linked exchange rate system in Hong Kong.
The following table sets forth a breakdown of our general and administrative expenses for the years ended March 31, 2023 and 2024: For the year ended March 31, 2023 2024 % of change US$ US$ Legal and professional fees 41,017 313,190 663.6 % Office expenses 64,320 23,838 (62.9 )% Depreciation 291,334 151,059 (48.1 )% Others 53,344 80,687 51.3 % Staff costs 438,871 504,763 15.0 % Insurance 31,228 47,557 52.3 % Transportation 66,848 237,822 255.8 % (Reversal) Provision of credit loss 201,751 (22,522 ) (111.2 )% Total 1,188,713 1,336,394 12.4 % Our general and administrative expenses increased by 12.4% to US$1,336,394 for the year ended March 31, 2024, from US$1,188,713 for the year ended March 31, 2023, principally due to the increase of legal and professional fees and transportation expenses.
The following table sets forth a breakdown of our general and administrative expenses for the years ended March 31, 2023 and 2024: For the year ended March 31, 2023 2024 USD USD % of change Legal and professional fees 41,017 313,190 663.6 % Office expenses 64,320 23,838 (62.9 )% Depreciation 291,334 151,059 (48.1 )% Others 53,344 80,687 51.3 % Staff costs 438,871 504,763 15.0 % Insurance 31,228 47,557 52.3 % Transportation 66,848 237,822 255.8 % (Reversal) Provision of credit loss 201,751 -22,522 (111.2 )% Total 1,188,713 1,336,394 12.4 % Our general and administrative expenses increased by 12.4% to USD1,336,394 for the year ended March 31, 2024, from USD1,188,713 for the year ended March 31, 2023, principally due to the increase of legal and professional fees and transportation expenses.
Trend Information Other than as disclosed elsewhere in this document, we are not aware of any trends, uncertainties, demands, commitments or events since March 31, 2024 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this document, we are not aware of any trends, uncertainties, demands, commitments or events since March 31, 2025 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
The decrease in net income was mainly due to the increase in general and administrative expenses as we incurred higher staff costs, transportation fee and professional fees and expenses for the IPO.
The decrease in net income was mainly due to the increase in general and administrative expenses as we incurred higher staff costs, transportation fee and professional fees and expenses for the IPO. B.
C. Research and Development, Patents and Licences, etc. For the three years ended March 31, 2024, we did not incur material costs in research and development. We did not possess any patents. Our operating subsidiary had one diesel tank wagon duly licensed by the Hong Kong Fire Services Department to convey category 5 dangerous goods.
C. Research and Development, Patents and Licences, etc. For the three years ended March 31, 2025, we did not incur material costs in research and development. We did not possess any patents. Our operating subsidiary had one diesel tank wagon duly licensed by the Hong Kong Fire Services Department to convey category 5 dangerous goods.
Liquidity and Capital Resources Years ended March 31, 2024 and 2023 Our use of cash was primarily related to operating activities and purchase of property, plant and equipment and entering into finance leases. We have historically financed our operations primarily through our cash flow generated from our operations and bank borrowings.
Liquidity and Capital Resources Years ended March 31, 2025 and 2024 Our use of cash was primarily related to operating activities and purchase of property, plant and equipment and entering into finance leases. We have historically financed our operations primarily through our cash flow generated from our operations and bank borrowings.
For the year ended March 31, 2023 2024 % of change US$ US$ Revenues – third parties 8,312,663 13,464,430 62.0 % Revenues – related parties 2,830,475 - (100.0 )% 11,143,138 13,464,430 20.8 % Cost of sales – third parties (7,802,451 ) (9,672,689 ) 24.0 % Cost of sales – related parties (1,162,640 ) (1,023,137 ) (12.0 )% (8,965,091 ) (10,695,826 ) 19.3 % Gross profit 2,178,047 2,768,604 27.1 % Operating expenses: General and administrative expenses (1,188,713 ) (1,336,394 ) 12.4 % Income from operations 989,334 1,432,210 44.8 % Other income, net 588,131 116,397 (80.2 )% Profit from operations 1,577,465 1,548,607 (1.8 )% Interest expense (190,561 ) (210,713 ) 10.6 % Income before tax expense 1,386,904 1,337,894 (3.5 )% Income tax expense (219,644 ) (246,609 ) 12.3 % Net income 1,167,260 1,091,285 (6.5 )% 56 Table Of Contents Revenues Our revenues increased by 20.8% to US$13,464,430 for the year ended March 31, 2024, from US$11,143,138 (of which US$2,830,475 were from related parties) for the year ended March 31, 2023.
For the year ended March 31, 2023 2024 USD USD % of change Revenues – third parties 8,312,663 13,464,430 62.0 % Revenues – related parties 2,830,475 - -100.0 % 11,143,138 13,464,430 20.8 % Cost of sales – third parties -7,802,451 -9,672,689 24.0 % Cost of sales – related parties -1,162,640 -1,023,137 -12.0 % -8,965,091 -10,695,826 19.3 % Gross profit 2,178,047 2,768,604 27.1 % Operating expenses: General and administrative expenses -1,188,713 -1,336,394 12.4 % Income from operations 989,334 1,432,210 44.8 % Other income, net 588,131 116,397 -80.2 % Profit from operations 1,577,465 1,548,607 -1.8 % Interest expense -190,561 -210,713 10.6 % Income before tax expense 1,386,904 1,337,894 -3.5 % Income tax expense -219,644 -246,609 12.3 % Net income 1,167,260 1,091,285 -6.5 % 57 Table of Contents Revenues Our revenues increased by 20.8% to USD13,464,430 for the year ended March 31, 2024, from USD11,143,138 (of which USD2,830,475 were from related parties) for the year ended March 31, 2023.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. See “Cautionary Statement Regarding Forward-Looking Information”. 54 Table Of Contents A.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. See “Cautionary Statement Regarding Forward-Looking Information”. A.
Net income Our net income decreased by 6.5% to US$1,091,285 for the year ended March 31, 2024, as compared to US$1,167,260 for the year ended March 31, 2023. Net profit margin was 8.1% and 10.5% for the year ended March 31, 2024 and 2023, respectively.
Net income Our net income decreased by 6.5% to USD1,091,285 for the year ended March 31, 2024, as compared to USD1,167,260 for the year ended March 31, 2023. Net profit margin was 8.1% and 10.5% for the year ended March 31, 2024 and 2023, respectively.
The following table sets forth a summary of our cash flows information for the years indicated: For the year ended March 31, 2023 2024 US$ US$ Cash and cash equivalents at the beginning of the year 111,062 240,219 Net cash provided by operating activities 839,954 2,394,212 Net cash used in investing activities (46,398 ) - Net cash used in financing activities (664,399 ) (2,144,996 ) Cash and cash equivalents at the end of the year 240,219 489,435 Operating activities Our cash inflow from operating activities was principally receipt of payments from customers.
The following table sets forth a summary of our cash flows information for the years indicated: For the year ended March 31, 2023 2024 USD USD Cash and cash equivalents at the beginning of the year 111,062 240,219 Net cash provided by operating activities 839,954 2,394,212 Net cash used in investing activities (46,398 ) - Net cash used in financing activities (664,399 ) (2,144,996 ) Cash and cash equivalents at the end of the year 240,219 489,435 61 Table of Contents Operating activities Our cash inflow from operating activities was principally receipt of payments from customers.
Cost of sales charged by related parties decreased by 12.0% to US$1,023,137 for the year ended March 31, 2024, from US$1,162,640 for 2023. Our cost of sales mainly comprised subcontracting charges, cost of construction materials, fuel costs, depreciation of machinery and direct labor costs.
Cost of sales charged by related parties decreased by 12.0% to USD1,023,137 for the year ended March 31, 2024, from USD1,162,640 for 2023. Our cost of sales mainly comprised subcontracting charges, cost of construction materials, fuel costs, depreciation of machinery and direct labor costs.
The following table sets for the breakdown of our other income for the years ended March 31, 2023 and 2024: For the year ended March 31, 2023 2024 US$ US$ Sale of scrap materials 411,636 182,397 Sublease income 143,590 - Site management income 39,184 - Parking fines (51,538 ) (69,051 ) Government grant 18,462 - Miscellaneous income 26,797 3,051 Total other income, net 588,131 116,397 Income tax expense We are not subject to any income tax in the Cayman Islands and the BVI pursuant to the rules and regulations in those jurisdictions, but our subsidiary, Primega Construction, is subject to Hong Kong profits tax.
The following table sets for the breakdown of our other income for the years ended March 31, 2023 and 2024: For the year ended March 31, 2023 2024 USD USD Sale of scrap materials 411,636 182,397 Sublease income 143,590 - Site management income 39,184 - Parking fines (51,538 ) (69,051 ) Government grant 18,462 - Other expenses 26,797 3,051 Total other income, net 588,131 116,397 59 Table of Contents Income tax expense We are not subject to any income tax in the Cayman Islands and the BVI pursuant to the rules and regulations in those jurisdictions, but our subsidiary, Primega Construction, is subject to Hong Kong profits tax.
Net cash provided by operating activities reflects our net income adjusted for non-cash items, including non-cash operating lease expense, depreciation, deferred tax expenses, loss on disposal of right-of-use assets – finance lease, credit loss, and changes in working capital items including accounts receivable, prepaid expense, deposits and other receivable, accounts payable, retention receivable, accruals and other current liabilities, contract liabilities, income taxes payable and lease liabilities – operating leases.
Net cash provided by operating activities reflects our net income adjusted for non-cash items, including non-cash operating lease expense, depreciation, deferred tax expenses, fees for consulting services, loss on disposal of right-of-use assets – finance lease, allowance for credit loss, and changes in working capital items including accounts receivable, prepaid expense, deposits and other receivable, accounts payable, retention receivable, accruals and other current liabilities, contract liabilities, income taxes payable and lease liabilities – operating leases.
The following table sets out revenues generated from different services during the two years ended March 31, 2024: For the year ended March 31, 2023 2024 US$ % US$ % Revenues Soil and rock transportation services 9,858,453 88.5 % 8,436,223 62.7 % Diesel oil trading 729,930 6.6 % - 0.0 % Miscellaneous construction works 554,755 5.0 % 5,028,207 37.3 % Total 11,143,138 100.0 % 13,464,430 100.0 % For the year ended March 31, 2024, as compared to 2023, revenues from soil and rock transportation services decreased as we had fewer number of projects on hand for these services and the high revenue base of fiscal year 2023 as we had completed significant number of projects.
The following table sets out revenues generated from different services during the two years ended March 31, 2024: For the year ended March 31, 2023 2024 USD % USD % Revenues Soil and rock transportation services 9,858,453 88.50 % 8,436,223 62.70 % Diesel oil trading 729,930 6.60 % - 0.00 % Miscellaneous construction works 554,755 5.00 % 5,028,207 37.30 % Total 11,143,138 100.00 % 13,464,430 100.00 % For the year ended March 31, 2024, as compared to 2023, revenues from soil and rock transportation services decreased as we had fewer number of projects on hand for these services and the high revenue base of fiscal year 2023 as we had completed a significant number of projects.
Years ended March 31, 2023 and 2022 Our use of cash was primarily related to operating activities and purchase of property, plant and equipment and entering into finance leases. We have historically financed our operations primarily through the cash flow generated from our operations, bank borrowings and shareholders’ loans.
Years ended March 31, 2024 and 2023 Our use of cash was primarily related to operating activities and purchase of property, plant and equipment and entering into finance leases. We have historically financed our operations primarily through our cash flow generated from our operations and bank borrowings.
As such, revenues from miscellaneous construction works grew by 806.4% in 2024 year-on-year. Cost of sales Our total cost of sales increased by 19.3% to US$10,695,826 for the year ended March 31, 2024, from US$8,965,091 for the year ended March 31, 2023.
As such, revenues from miscellaneous construction works grew by 806.4% in 2024 year-on-year. Cost of sales Our total cost of sales increased by 19.3% to USD10,695,826 for the year ended March 31, 2024, from USD8,965,091 for the year ended March 31, 2023.
How We Assess Performance of Our Business Revenues Our revenues are principally generated from handling transportation of materials excavated from construction sites, trading of diesel oil and construction services. Revenues from handling transportation of materials excavated from construction sites is recognized on completion of the related services.
How We Assess Performance of Our Business Revenues Our revenues are principally generated from handling transportation of materials excavated from construction sites, trading of diesel oil (up to fiscal year 2023) and construction services. Revenues from handling transportation of materials excavated from construction sites is recognized on completion of the related services.
Net cash provided by operating activities for the year ended March 31, 2024 was US$2,394,212 represented an increase of 185.0% as compared to fiscal year 2023 of US$839,945.
Net cash provided by operating activities for the year ended March 31, 2024 was USD2,394,212 represented an increase of 185.0% as compared to fiscal year 2023 of USD839,945.
Therefore, any failure to control and manage the cost and time involved in a project or failure to identify buys for reusable excavated materials may give rise to delays in completion of work and/or cost overruns, which in turn may materially and adversely affect our financial condition, profitability, and liquidity.
Therefore, any failure to control and manage the cost and time involved in a project may give rise to delays in completion of work and/or cost overruns, which in turn may materially and adversely affect our financial condition, profitability, and liquidity.
Results of Operations Year ended March 31, 2023, compared to year ended March 31, 2024 The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of our total revenues.
Net income for the year ended March 31, 2024 was USD1,091,285. Year ended March 31, 2023, compared to year ended March 31, 2024 The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of our total revenues.
The increase was mainly due to the increase in the cost of the carrying out of the miscellaneous construction works, as we recognized significantly growth in the segment revenues. Cost of sales charged by third parties increased by 24.0% to US$9,672,689 for the year ended March 31, 2024, from US$7,802,451 for 2023.
The increase was mainly due to the increase in the cost of the carrying out of the miscellaneous construction works, as we recognized a significant growth in the segment revenues. Cost of sales charged by third parties increased by 24.0% to USD9,672,689 for the year ended March 31, 2024, from USD7,802,451 for 2023.
Although we determine our project prices based on a cost-plus method with reference to the time, costs and potential income estimated to be involved in a project, the actual time and costs involved in completing our foundation and related projects may be adversely escalated in materials and labor, adverse weather conditions, and changes in rules, regulations, and policies in Hong Kong.
Although we determine our project prices based on a cost-plus method with reference to the time, costs and potential income estimated to be involved in a project, the actual time and costs involved in completing our construction related projects or transportation services may be adversely escalated in materials and labor, adverse weather conditions, the length of time we store or handle the excavated materials, and changes in rules, regulations, and policies in Hong Kong.
The following table summarizes the gross profit and gross profit margin of different segments for the periods indicated: For the year ended March 31, 2023 2024 Gross profit Gross margin Gross profit Gross margin US$ % US$ % Soil and rock transportation services 2,064,302 20.9 % 1,548,076 18.4 % Diesel oil trading 37,392 5.1 % - N/A Miscellaneous construction works 76,353 13.8 % 1,220,528 24.3 % Overall 2,178,047 19.5 % 2,768,604 20.6 % General and administrative expenses For the years ended March 31, 2023 and 2024, our general and administrative expenses consisted mainly of staff costs, transportation costs, amortization of right-of-use assets for both operating lease and finance lease (motor vehicles for administrative purpose and temporarily idle machineries due to construction design problems), provision of credit loss, legal and professional fees, insurance expenses, office and rental expenses and other miscellaneous expenses.
The following table summarizes the gross profit and gross profit margin of different segments for the periods indicated: For the year ended March 31, 2023 2024 Gross profit Gross margin Gross profit Gross margin USD % USD % Soil and rock transportation services 2,064,302 20.90 % 1,548,076 18.40 % Diesel oil trading 37,392 5.10 % - N/A Miscellaneous construction works 76,353 13.80 % 1,220,528 24.30 % Overall 2,178,047 19.50 % 2,768,604 20.60 % 58 Table of Contents General and administrative expenses For the years ended March 31, 2023 and 2024, our general and administrative expenses consisted mainly of staff costs, transportation costs, amortization of right-of-use assets for operating lease, and amortization of right-of-use assets for finance lease on motor vehicles for administrative purpose, provision of credit loss, legal and professional fees, insurance expenses, office and rental expenses and other miscellaneous expenses.
The cash used in financing activities was the repayment to a director of US$348,157, net proceeds from a related company of US$156,248, repayment of bank loans of US$34,822, initial payment of finance lease of US$295,843, principal payment of finance lease liabilities of US$1,258,111, payment of offering costs of US$385,587, which was slightly offset by the proceeds from disposal of ROU-finance lease of US$21,276.
The cash used in financing activities was the repayment to a director of USD348,157, net proceeds from a related company of USD156,248, repayment of bank loans of USD34,822, initial payment of finance lease of USD295,843, principal payment of finance lease liabilities of USD1,258,111, payment of offering costs of USD385,587, which was slightly offset by the proceeds from disposal of ROU-finance lease of USD21,276.
Our income tax expense was US$246,609 for the year ended March 31, 2024, increased by 12.3% from US$219,644 for the year ended March 31, 2023. Effective tax rate for the two years ended March 31, 2023 and 2024 was 15.8% and 18.4%.
Our income tax expense was USD246,609 for the year ended March 31, 2024, an increase of 12.3% from USD219,644 for the year ended March 31, 2023. Effective tax rate for the two years ended March 31, 2023 and 2024 was 15.8% and 18.4%.
Our services principally comprise of (i) soil and rock transportation services; (ii) diesel oil trading; and (iii) construction works, which mainly include ELS works and bored piling. We generally provide our services as a subcontractor to other construction contractors in Hong Kong.
Our services principally comprise of soil and rock transportation services and construction works, which mainly include ELS works and bored piling. We used to engage in diesel oil trading, which we ceased in the year ended March 31, 2024. We generally provide our services as a subcontractor to other construction contractors in Hong Kong.
Our gross profit margin increased slightly to 20.6% for the year ended March 31, 2024, from 19.5% for the year ended March 31, 2023.
Gross profit and gross profit margin Our gross profit increased by 27.1% to USD2,768,604 for the year ended March 31, 2024, from USD2,178,047 for the year ended March 31, 2023. Our gross profit margin increased slightly to 20.6% for the year ended March 31, 2024, from 19.5% for the year ended March 31, 2023.
The changes were attributable to the decrease of net income from US$1,167,260 for fiscal year 2023 to US$1,091,285 for fiscal year 2024, and the following non-cash adjustments and changes of working capital items: (i) non-cash operating lease expense of US$43,500; (ii) depreciation of US$1,456,721; (iii) deferred tax expenses of US$68,580; (iv) loss of disposal of right-of-use assets – finance lease of US$197; (v) reversal of credit loss of US$22,522; (vi) decrease in accounts receivable of US$532,844; (vii) increase in retention receivable of US$405,094; (viii) increase in prepayment, deposits and other receivable of US$787,948; (ix) decrease in accounts payable, accruals and other current liabilities of US$479,398; (x) increase in contract liabilities of US$734,348; (xi) increase in income taxes payable of US$148,079; and (xii) decrease in lease liabilities – operating lease of US$29,449. 62 Table Of Contents Investing activities For the years ended March 31, 2024 and 2023, cash used in investing activities was nil and US$46,398.
The changes were attributable to the decrease of net income from USD1,167,260 for fiscal year 2023 to USD1,091,285 for fiscal year 2024, and the following non-cash adjustments and changes of working capital items: (i) non-cash operating lease expense of USD43,500; (ii) depreciation of USD1,456,721; (iii) deferred tax expenses of USD68,580; (iv) loss of disposal of right-of-use assets – finance lease of USD197; (v) reversal of credit loss of USD22,522; (vi) decrease in accounts receivable of USD532,844; (vii) increase in retention receivable of USD405,094; (viii) increase in prepayment, deposits and other receivable of USD787,948; (ix) decrease in accounts payable, accruals and other current liabilities of USD479,398; (x) increase in contract liabilities of USD734,348; (xi) increase in income taxes payable of USD148,079; and (xii) decrease in lease liabilities – operating lease of USD29,449.
Interest expense Our interest expense is mainly related to our interest expenses incurred by finance leases of motor vehicles and bank borrowings. Our interest expense increased by 64.3% to US$190,561 for the year ended March 31, 2023, from US$115,978 for the year ended March 31, 2022.
Interest expense Our interest expense is mainly related to our interest expenses incurred by finance leases of motor vehicles and machinery, and bank borrowings. Our interest expense increased by 10.6% to USD210,713 for the year ended March 31, 2024, from USD190,561 for the year ended March 31, 2023.
The timing, size and nature of these projects will, on the other hand, be determined by a number of factors such as the Hong Kong government’s spending budget on construction projects, the investment of property developers and the general conditions and prospects of the local economy.
The timing, size and nature of these projects will, on the other hand, be determined by a number of factors such as the Hong Kong government’s spending budget on construction projects, the investment of property developers and the general conditions and prospects of the local economy. 53 Table of Contents Gross profit Gross profit represents revenues less costs for providing transportation services, cost of diesel oil or costs of provision of construction services.
During the year ended March 31, 2024, as we did not generate income from the trading of diesel oil, there was no cost incurred in this segment.
During the year ended March 31, 2024, as we did not generate income from the trading of diesel oil, there was no cost incurred in this segment. We had less cost in soil and rock transportation but higher cost from miscellaneous construction works in 2024 as compared to 2023 due to the respective change in segment revenue.
The revenues increase was principally a result of the expansion of our soil and rock transportation services.
The revenues increase was principally a result of the significant increase in our undertaking of both solid and rock transportation services and construction works.
Depreciation and Amortization We carry plant and equipment on our balance sheet at cost, net of accumulated depreciation and amortization.
Depreciation and Amortization We carry plant and equipment on our balance sheet at cost, net of accumulated depreciation and amortization. Depreciation on plant and equipment are computed on a straight-line basis over the estimated useful life of the asset.
Revenues from trading of diesel oil are recognized to depict the transfer of the goods to customers. While revenues from provision of construction services is recognized based on the stage of completion of the contracts. Our revenues are affected by the development of the construction industry which includes development of residential, commercial, industrial and infrastructure projects.
Revenues from trading of diesel oil (up to fiscal year 2023) are recognized to depict the transfer of the goods to customers. While revenues from provision of construction services are recognized based on the stage of completion of the contracts.
Year ended March 31, 2022, compared to year ended March 31, 2023 The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of our total revenues.
This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items throughout fiscal years 2024 to 2025. 54 Table of Contents Results of Operations Year ended March 31, 2024, compared to year ended March 31, 2025 The following table sets forth a summary of the consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of our total revenues.
The following table sets forth a summary of our cash flows information for the years indicated: For the year ended March 31, 2022 2023 US$ US$ Cash and cash equivalents at the beginning of the year 70,189 111,062 Net cash provided by operating activities 1,963,155 839,954 Net cash used in investing activities (544,360 ) (46,398 ) Net cash used in financing activities (1,377,922 ) (664,399 ) Cash and cash equivalents at the end of the year 111,062 240,219 Operating activities Our cash inflow from operating activities was principally receipt of payments from customers.
The following table sets forth a summary of our cash flows information for the years indicated: For the year ended March 31, 2024 2025 USD USD Cash and cash equivalents at the beginning of the year 240,219 489,435 Net cash provided by (used in) operating activities 2,394,212 (2,819,237 ) Net cash used in investing activities - - Net cash (used in) provided by financing activities (2,144,996 ) 2,785,755 Cash and cash equivalents at the end of the year 489,435 455,953 60 Table of Contents Operating activities Our cash inflow from operating activities was principally receipt of payments from customers.
Our interest expense increased by 10.6% to US$210,713 for the year ended March 31, 2024, from US$190,561 for the year ended March 31, 2023. The interest expenses increased because the bank loans were taken out half-way during fiscal year 2023 and incurred 6-month interest as compared to full year interest being incurred in fiscal year 2024.
The interest expenses increased because the bank loans were taken out half-way during fiscal year 2023 and incurred 6-month interest as compared to full year interest being incurred in fiscal year 2024. Other income Other income comprised mainly income from machinery rental, site management income, sublease income, sale of rocks, and miscellaneous income.
Gross profit Gross profit represents revenues less costs for providing transportation services, cost of diesel oil or costs of provision of construction services. Our cost of sales mainly comprised subcontracting charges, fuel costs, depreciation of machinery and direct labor costs.
Our cost of sales mainly comprised subcontracting charges, fuel costs, depreciation of machinery and direct labor costs.
Depreciation on plant and equipment are computed on a straight-line basis over the estimated useful life of the asset. 55 Table Of Contents General and Administrative Expenses Our general and administrative expenses consisted mainly of staff costs, transportation costs, amortization of right-of-use assets for operating leases and finance leases (motor vehicles for administrative purposes and temporarily idle machinery due to construction design problems), provision of credit loss, legal and professional fees, insurance expenses, office and rental expenses and other miscellaneous expenses.
General and Administrative Expenses Our general and administrative expenses consisted mainly of staff costs, transportation costs, amortization of right-of-use assets for operating lease, and amortization of right-of-use assets for finance lease on motor vehicles for administrative purpose, provision of credit loss, legal and professional fees, insurance expenses, office and rental expenses and other miscellaneous expenses.
Cost of sales Our cost of sales increased by 19.2% to US$8,965,091 (of which US$1,1,62,640 from related parties) for the year ended March 31, 2023, from US$7,522,902 (of which US$1,249,913 from related parties) for the year ended March 31, 2022. Our cost of sales mainly comprised subcontracting charges, fuel costs, depreciation of machinery and direct labor costs.
Cost of sales charged by related parties decreased by 13.2% to USD887,945 for the year ended March 31, 2025, from USD1,023,137 for fiscal 2024. Our cost of sales mainly comprised subcontracting charges, cost of construction materials, fuel costs, depreciation of machinery and direct labor costs.
The following table sets for the breakdown of our other income for the years ended March 31, 2022 and 2023: For the year ended March 31, 2022 2023 US$ US$ Machinery rental 7,846 - Site management income 121,605 39,184 Sublease income 71,795 143,590 Sale of rocks - 411,636 Other expenses - (6,279 ) Total other income, net 201,246 588,131 Income tax expense We are not subject to any income tax in the Cayman Islands and the BVI pursuant to the rules and regulations in those jurisdictions, but our subsidiary, Primega Construction, is subject to Hong Kong profits tax.
The following table sets for the breakdown of our other income for the years ended March 31, 2024 and 2025: For the year ended March 31, 2024 2025 % of change USD USD Sale of scrap materials/mud 182,397 119,410 (34.5 )% Rental of machinery - 225,031 N/A Site management income - 33,030 N/A Parking fines (69,051 ) (80,028 ) 15.9 % Other income/(expenses), net 3,051 (7,106 ) (332.9 )% Total, net 116,397 290,337 149.4 % Income tax expense We are not subject to any income tax in the Cayman Islands and the BVI pursuant to the rules and regulations in those jurisdictions, but our subsidiary, Primega Construction, is subject to Hong Kong profits tax.
We made reversal to previously provisioned credit loss as we recovered the accounts receivable from customers, which offset some increase of the general and administrative expenses. 58 Table Of Contents Interest expense Our interest expense is mainly related to our interest expenses incurred by finance leases of motor vehicles and machinery, and bank borrowings.
A significant portion of the legal and professional fees were related to the Company’s IPO and thus one-off. We made a reversal to previously provisioned credit loss as we recovered the accounts receivable from customers, which offset some increase of the general and administrative expenses.
Net cash provided by operating activities for the year ended March 31, 2023 was US$839,945 represented a decrease of 57.2% as compared to fiscal year 2022 of US$1,963,155.
Net cash used in operating activities for the year ended March 31, 2025 was USD2,819,237, as compared to net cash provided by operating activities of USD2,394,212 fiscal year 2024.
A significant portion of the legal and professional fees were related to the Company’s IPO and thus one-off.
A significant portion of the legal and professional fees were related to the consultancy fees paid for the Company’s business review and development following the successful IPO. The consultancy fees were fully settled by issue of new ordinary shares of the Company.
Cash used in investment activities was for vastly for the acquisition of property, plant and equipment to support our business needs, which are highly dependent on the use of heavy machinery and vehicles. Financing activities For the year ended March 31, 2024, net cash used in financing activities was US$2,144,996.
For the year ended March 31, 2024, net cash used in financing activities was USD2,144,996.
The following table sets forth a breakdown of our contractual obligations as of March 31, 2024, and their maturity profile: Payment due by period Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total US$ US$ US$ US$ US$ Contractual Obligations: Operating leases 83,553 27,462 - - 111,015 Financial leases 1,387,011 1,925,882 432,376 - 3,745,269 Bank borrowings 94,435 198,037 210,926 540,721 1,044,119 Total contractual obligations 1,564,999 2,151,381 643,302 540,721 4,900,403 64 Table Of Contents
The following table sets forth a breakdown of our contractual obligations as of March 31, 2025, and their maturity profile: Payment due by period Less than 1 year 1 to 3 years More than 3 years Total USD USD USD USD Contractual Obligations: Operating leases 42,923 10,578 - 53,501 Financial leases 1,437,484 1,600,495 264,250 3,302,229 Bank borrowings 98,201 205,447 646,966 950,614 Total contractual obligations 1,578,608 1,816,520 911,216 4,306,344 62 Table of Contents
Gross profit and gross profit margin Our gross profit decreased by 26.4% to US$2,178,047 for the year ended March 31, 2022, from US$2,960,192 for the year ended March 31, 2022. Our gross profit margin decreased to 19.5% for the year ended March 31, 2023, from 28.2% for the year ended March 31, 2022.
Gross profit and gross profit margin Our gross profit decreased by 39.3% to USD1,679,665 for the year ended March 31, 2025, from USD2,768,604 for the year ended March 31, 2024. Our gross profit margin decreased to 8.7% for the year ended March 31, 2025, from 20.6% for the year ended March 31, 2024.
Removed
This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items throughout fiscal years 2022 to 2024.
Added
Our revenues are affected by the development of the construction industry which includes development of residential, commercial, industrial and infrastructure projects.
Removed
We had less cost in soil and rock transportation but higher cost from miscellaneous construction works in 2024 as compared to 2023 due to the respective change in segment revenue. 57 Table Of Contents Gross profit and gross profit margin Our gross profit increased by 27.1% to US$2,768,604 for the year ended March 31, 2024, from US$2,178,047 for the year ended March 31, 2023.
Added
For the year ended March 31, 2024 2025 % of change USD USD Revenues Revenue generated from third parties 13,464,430 18,631,925 38.4 % Revenues generated from related parties - 643,748 N/A 13,464,430 19,275,673 43.2 % Cost of sales Cost of sales charged by third parties (9,672,689 ) (16,708,063 ) 72.7 % Cost of sales charged by related parties (1,023,137 ) (887,945 ) (13.2 )% Cost of sales (10,695,826 ) (17,596,008 ) 64.5 % Gross profit 2,768,604 1,679,665 (39.3 )% Operating expenses: General and administrative expenses (1,336,394 ) (8,845,949 ) 561.9 % Income (loss) from operations 1,432,210 (7,166,284 ) (600.4 )% Other income, net 116,397 290,337 149.4 % Interest expense (210,713 ) (224,412 ) 6.5 % Income (loss) before tax expense 1,337,894 (7,100,359 ) (630.7 )% Income tax (expense) recovery (246,609 ) 119,291 (148.4 )% Net income (loss) 1,091,285 (6,981,068 ) (739.7 )% Revenues Our revenues increased by 43.2% to USD19,275,673 (of which USD643,748 was generated from related parties) for the year ended March 31, 2025, from USD13,464,430 for the year ended March 31, 2024.
Removed
Other income Other income comprised mainly income from machinery rental, site management income, sublease income, sale of rocks, and miscellaneous income.
Added
The following table sets out revenues generated from different services during the two years ended March 31, 2025: For the year ended March 31, 2024 2025 USD % USD % Revenues Soil and rock transportation 8,436,223 62.7 % 10,668,170 55.3 % Miscellaneous construction works 5,028,207 37.3 % 8,607,503 44.7 % Total 13,464,430 100.0 % 19,275,673 100.0 % For the year ended March 31, 2025, as compared to 2024, revenues from soil and rock transportation services increased because demand for our transportation services increased as we undertook 3 new large-scale transportation projects.
Removed
For the year ended March 31, 2022 2023 % of change US$ US$ Revenues – third parties 7,215,091 8,312,663 15.2 % Revenues – related parties 3,268,003 2,830,475 (13.4 )% 10,483,094 11,143,138 6.3 % Cost of sales – third parties (6,272,989 ) (7,802,451 ) 24.4 % Cost of sales – related parties (1,249,913 ) (1,162,640 ) (7.0 )% (7,522,902 ) (8,965,091 ) 19.2 % Gross profit 2,960,192 2,178,047 (26.4 )% Operating expenses: General and administrative expenses (694,121 ) (1,188,713 ) 71.3 % Income from operations 2,266,071 989,334 (56.3 )% Other income 201,246 588,131 192.2 % Profit from operations 2,467,317 1,577,465 (36.1 )% Interest expense (115,978 ) (190,561 ) 64.3 % Income before tax expense 2,351,339 1,386,904 (41.0 )% Income tax expense (357,734 ) (219,644 ) (38.6 )% Net income 1,993,605 1,167,260 (41.4 )% 59 Table Of Contents Revenues Our revenues increased by 6.3% to US$11,143,138 (of which US$2,830,475 from related parties) for the year ended March 31, 2023, from US$10,483,094 (of which US$3,268,003 from related parties) for the year ended March 31, 2022.
Added
We continued to focus on expanding construction works to fully utilize our capacity. We were engaged in more construction projects during fiscal 2025.
Removed
The following table sets out revenues generated from different services during the two years ended March 31, 2023: For the year ended March 31, 2022 2023 US$ % US$ % Revenues Soil and rock transportation services 7,738,263 73.8 % 9,858,453 88.5 % Diesel oil trading 1,962,662 18.7 % 729,930 6.6 % Miscellaneous construction works 782,169 7.5 % 554,755 5.0 % Total 10,483,094 100.0 % 11,143,138 100.0 % For the year ended March 31, 2023, soil and rock transportation services continued to be the major source of our revenues, accounted for 88.5% of our total revenues as compared to 73.8% in 2022.
Added
As such, revenues from miscellaneous construction works grew by 71.2% in 2025 year-on-year. 55 Table of Contents Cost of sales Our total cost of sales increased by 64.5% to USD17,596,008 for the year ended March 31, 2025, from USD10,695,826 for the year ended March 31, 2024.
Removed
The increase in the soil and rock transportation revenue is primarily because of the closer business relationship with the major key customers and our expansion in capacity since we purchased certain machinery required for the operations.
Added
The increase was due to the increase in our revenues in both solid and rock transportation and miscellaneous construction works. Cost of sales charged by third parties increased by 72.7% to USD16,708,063 for the year ended March 31, 2025, from USD9,672,689 for fiscal 2024.
Removed
On the other hand, diesel oil trading saw a considerable contraction in business even though diesel price was on the rise during the year ended March 31, 2023.
Added
The decline in gross profit margin was primarily due to cost overruns in construction projects initiated in prior years, where the gross profit margin for this sector decreased from 24.3% in fiscal year 2024 to 10.6% in fiscal year 2025.
Removed
This was because our trading of diesel oil was customer and construction site specific and when the customers completed relevant works at the construction sites where diesel oil was consumed, the diesel demand may temporarily decrease.
Added
Additionally, the soil and rock transportation sector experienced a significant drop in gross profit margin, from 18.4% in fiscal year 2024 to 7.2% in fiscal year 2025, largely attributable to increasing operational challenges, including skilled labor shortage and surging transportation costs, in Hong Kong’s weak economic climate, where we had to incur larger proportion of labor costs and subcontracting costs which we could not pass on to customers.
Removed
These services will continue to be our main profit driver, with a view to diversifying our income from biodiesel oil trading and construction works services.
Added
The following table summarizes the gross profit and gross profit margin of different segments for the periods indicated: For the year ended March 31, 2024 2025 Gross profit Gross margin Gross profit Gross margin USD % USD % Soil and rock transportation 1,548,076 18.4 % 771,060 7.2 % Miscellaneous construction works 1,220,528 24.3 % 908,605 10.6 % Overall 2,768,604 20.6 % 1,679,665 8.7 % General and administrative expenses For the years ended March 31, 2024 and 2025, our general and administrative expenses consisted mainly of staff costs, transportation costs, amortization of right-of-use assets for operating lease, and amortization of right-of-use assets for finance lease on motor vehicles for administrative purpose, provision of credit loss, legal and professional fees, insurance expenses, office and rental expenses and other miscellaneous expenses.
Removed
During the year ended March 31, 2023, as we took up more projects for soil and rock transportation services, which increased associated cost of sales. The increase in cost of sales, however, was higher than the growth in sales.
Added
The following table sets forth a breakdown of our general and administrative expenses for the years ended March 31, 2024 and 2025: For the year ended March 31, 2024 2025 % of change USD USD Legal and professional fees 313,190 6,778,458 2,064.3 % Depreciation 151,059 115,744 (23.4 )% Provision for (Reversal of) credit loss (22,522 ) 696,639 (3,193.1 )% Office expenses 23,836 35,928 50.7 % Others 80,689 106,878 32.5 % Staff cost 504,763 692,455 37.2 % Insurance 47,557 75,471 58.7 % Transportation 237,822 344,376 44.8 % Total 1,336,394 8,845,949 561.9 % Our general and administrative expenses increased by 561.9% to USD8,845,949 for the year ended March 31, 2025, from USD1,336,394 for the year ended March 31, 2024, principally due to the increase of legal and professional fees and provision for credit loss.
Removed
This was attributed to the shortage of construction labor in Hong Kong as we saw both subcontracting fees and direct labor cost soaring. Further, as fuel price was in general higher in fiscal year 2023 than 2022 and we had a larger fleet of machinery and motor vehicles, transportation costs and depreciation expenses increased as well.
Added
The management of the Company does not expect these consultancy services will recur in the future. 56 Table of Contents Interest expense Our interest expense is mainly related to our interest expenses incurred by finance leases of motor vehicles and machinery, and bank borrowings.
Removed
The decrease in gross profit margin could be attributed to the increase in labor costs, subcontracting fees and transportation costs.
Added
Our interest expense increased mildly by 6.5% to USD224,412 for the year ended March 31, 2025, from USD210,713 for the year ended March 31, 2024. Other income Other income comprised mainly income from machinery rental, site management income, sale of scrap materials and mud, and miscellaneous income, gains or losses from disposal of machinery, less parking fines.
Removed
The following table sets out the gross profit and gross profit margin for our different services for the years ended March 31, 2022 and 2023: For the year ended March 31, 2022 2023 Gross profit Gross margin Gross profit Gross margin US$ % US$ % Soil and rock transportation services 2,910,474 37.6 % 2,064,302 20.9 % Diesel oil trading 129,658 6.6 % 37,392 5.1 % Miscellaneous construction works (79,940 ) N/A 76,353 13.8 % Overall 2,960,192 28.2 % 2,178,047 19.5 % Soil and rock transportation services have been the contributor of our gross profit as well as the overall drop in growth profit margin.
Added
Due to the operating loss of Primega Construction for the year ended March 31, 2025, the allowable tax loss can be carried forward to offset future taxable profit. We recognized income tax recovery of USD119,291 for the year ended March 31, 2025, as compared to income tax expense was USD246,609 for the year ended March 31, 2024.
Removed
Diesel oil trading had a lower gross profit margin in fiscal year 2023 mainly because of the higher fuel purchase price.
Added
Effective tax rate for the year ended March 31, 2024 was 18.4%. Net income/loss For the year ended March 31, 2025, we recorded a net loss of USD6,981,068. This loss primarily stemmed from increased general and administrative expenses, including significant legal and professional fees and provisions for credit losses, alongside a decline in gross profit.
Removed
Competition in miscellaneous construction works was a loss in fiscal year 2022 but we managed to turn around in 2023 as we better managed our construction costs. 60 Table Of Contents General and administrative expenses For the years ended March 31, 2023 and 2022, our general and administrative expenses consisted mainly of staff costs, transportation costs, provision of credit loss, legal and professional fees, entertainment expenses, office and rental expenses and other miscellaneous expenses.
Added
Following the completion of the IPO, all net proceeds of approximately USD5.3 million—including the exercise of over-allotment options—were transferred from the Company to Primega Construction.
Removed
The following table sets forth a breakdown of our general and administrative expenses for the years ended March 31, 2023 and 2022: For the year ended March 31, 2022 2023 % of change US$ US$ Legal and professional fees 39,462 41,017 3.9 % Office and rental expenses 47,711 64,320 34.8 % Depreciation 28,294 291,334 929.7 % Others 58,512 83,256 42.3 % Staff costs 211,744 438,871 107.3 % Entertainment 109,903 1,316 (98.8 )% Transportation 86,832 66,848 (23.0 )% Provision of credit loss 111,663 201,751 80.7 % Total 694,121 1,188,713 71.3 % Our general and administrative expenses increased by 71.3% to US$1,188,713 for the year ended March 31, 2023, from US$694,121 for the year ended March 31, 2022, principally due to the increase of staff cost as a result of more staff employed for our growing business, and increase in depreciation of machinery.
Added
We believe we have sufficient cash generated from operations to meet our regular working capital requirements based on the contracts on hand and cashflow projection for the next 12 months from the end of fiscal year 2025, which is also based on our management’s experience and the financial data available.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

25 edited+8 added−25 removed19 unchanged
Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. 69 Table Of Contents Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).
Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. 66 Table of Contents Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).
Board Diversity Matrix Country of Principal Executive Offices Hong Kong Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did not Disclose Gender Part I: Gender Identity Directors 0 5 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Board Diversity Matrix Country of Principal Executive Offices Hong Kong Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him or her, subject to applicable community property laws. 70 Table Of Contents Directors and executive officers(1) Number of Ordinary Shares Approximate percentage of outstanding Ordinary Shares Directors and executive officers Mr.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him or her, subject to applicable community property laws. 67 Table of Contents Directors and executive officers(1) Number of Ordinary Shares Approximate percentage of outstanding Ordinary Shares Directors and executive officers Mr.
The compensation committee will be responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; 68 Table Of Contents ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs, or other similar arrangements; and ● selecting a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
The compensation committee will be responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs, or other similar arrangements; and ● selecting a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
The audit committee will be responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The audit committee will be responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board. 65 Table of Contents Compensation Committee Our compensation committee consists of Mr.
The ultimate decision of the appointment will be based on merit and the contribution that the selected candidates will bring to our board. 67 Table Of Contents Our directors have a balanced mix of knowledge and skills. We will have three independent directors with different industry backgrounds, representing a majority of the members of our board.
The ultimate decision of the appointment will be based on merit and the contribution that the selected candidates will bring to our board. Our directors have a balanced mix of knowledge and skills. We will have three independent directors with different industry backgrounds, representing a majority of the members of our board.
Compensation For the year ended March 31, 2024, we paid an aggregate of approximately HK$2,494,000 (US$319,743), in cash (including salaries and mandatory provident fund) to our directors. Our Hong Kong subsidiary is required by law to make contributions equal to certain percentages of each employee’s salary for his or her mandatory provident fund.
Compensation For the year ended March 31, 2025, we paid an aggregate of approximately HK$1,859,000 (US$238,333), in cash (including salaries and mandatory provident fund) to our directors. Our Hong Kong subsidiary is required by law to make contributions equal to certain percentages of each employee’s salary for his or her mandatory provident fund.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this report. Directors and Executive officers Age Position Mr. Man Siu Ming 37 Director and Chairman of the board Mr. Kan Chi Wai 47 Director and Chief Executive Officer Mr.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this report. Directors and Executive officers Age Position Mr. Tan Yu 38 Chief Executive Officer, Chairman of the Board and Executive Director Mr. Man Siu Ming 38 General Manager Ms.
Man Siu Ming (1) 17,840,000 74.3 % As of the date of this report, none of our outstanding Ordinary Shares are held by record holders in the United States.
Man Siu Ming (1) 4,376,000 16.58 % As of the date of this report, none of our outstanding Ordinary Shares are held by record holders in the United States.
Man Siu Ming is our director and the chairman of the board of directors. Mr. Man joined Primega Construction in September 2018 as managing director and is responsible for our overall management of its business and operations. Mr.
Man Siu Ming is our former executive director and currently our general manager. Mr. Man joined Primega Construction in September 2018 as managing director and is responsible for our overall management of its business and operations. Mr.
Suen To Wai, has served as our independent director since July 1, 2024, and is the Chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committees and Compensation Committee.
Zhao Yong has served as our independent director since December 19, 2024, and is the Chairman of the Nominating and Corporate Governance Committees and a member of each of the Compensation Committee and and the Audit Committee..
Wu Loong Cheong Paul has been appointed as our director effective on July 1, 2024. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Zhao Yong has been appointed as our director effective on December 19, 2024. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
We have adopted a charter for each of the three committees upon the establishment of the committees. Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Mr. Suen To Wai, Mr. Cheng Hin Fung Alvin, and Mr. Wu Loong Cheong Paul, and it is chaired by Mr. Suen To Wai.
We have adopted a charter for each of the three committees upon the establishment of the committees. Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Mr. Fang Chenxi, Ms. Jiang Lina, and Mr. Zhao Yong, and it is chaired by Mr. Fang Chenxi.
Wu Loong Cheong Paul has served as our independent director since July 1, 2024 and is the Chairman of the Compensation Committee and a member of the Audit Committee and Nominating and Corporate Governance Committee. Mr.
Fang Chenxi has served as our independent director since April 9, 2025, and is the Chairman of the Audit Committee and a member of each of the Nominating and Corporate Governance Committees and Compensation Committee. Mr.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr. Cheng Hin Fung Alvin, Mr. Suen To Wai and Mr. Wu Loong Cheong Paul, and it is chaired by Mr. Cheng Hin Fung Alvin. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr. Fang Chenxi, Ms. Jiang Lina, and Mr. Zhao Yong, and it is chaired by Mr. Zhao Yong. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
Suen To Wai qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements.
The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements.
(1) Except as otherwise indicated below, the business address for our directors and executive officers is at Room 2912, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. (2) Each of Mr. Cheng Hin Fung Alvin, Mr. Suen To Wai and Mr.
(1) Except as otherwise indicated below, the business address for our directors and executive officers is at Room 291 6 , 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. (2) Each of Mr. Fang Chenxi and Ms. Jiang Lina has been appointed as our independent direct effective on April 9, 2025, and Mr.
The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon.
Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon.
We have determined that each of these three directors satisfies the “independence” requirements of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr.
We have determined that each of these three directors satisfies the “independence” requirements of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. The Board has determined that none of the members of the Audit Committee qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
Man worked at Chi Yip Eng. & (Trans.) Company Limited, a construction subcontractor primarily engaged in providing general transportation and logistics services in the Hong Kong construction industry. Mr. Kan Chi Wai is our chief executive officer and director. Mr. Kan is primarily responsible for assisting our chairman in our operation and overall project management. Mr.
Man worked at Chi Yip Eng. & (Trans.) Company Limited, a construction subcontractor primarily engaged in providing general transportation and logistics services in the Hong Kong construction industry. Ms. Liu Wei is our Chief Financial Officer. Ms. Liu holds a Bachelor’s degree in Finance from Heilongjiang University of Commerce.
A director may exercise all the powers of the company to borrow money; mortgage its business, property, and uncalled capital; and issue debentures or other securities whenever money is borrowed or as security for any obligation of the Company or of any third party.
A director may exercise all the powers of the company to borrow money; mortgage its business, property, and uncalled capital; and issue debentures or other securities whenever money is borrowed or as security for any obligation of the Company or of any third party. 64 Table of Contents Board Diversity We seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our board, including, but not limited to, gender, skills, age, professional experience, knowledge, cultural and education background, ethnicity, and length of service.
Man is currently a fellow of CPA Australia and a fellow of The Hong Kong Institute of Directors. Mr. Cheng Hin Fung Alvin has served as our independent director since July 1, 2024, and is the Chairman of the Nominating and Corporate Governance Committees and a member of the Audit Committee and Compensation Committee. Mr.
Jiang Lina has served as our independent director since April 9, 2025, and is the Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committees and the Audit Committee.
He has been a certified member of the Institute of Certified Management Accountants (Australia) since December 2013 and a Chartered Valuer and Appraiser (Singapore) of the Institute of Valuers and Appraisers, Singapore, since February 2018. 66 Table Of Contents Family Relationships None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Family Relationships None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Compensation Committee Our compensation committee consists of Mr. Wu Loong Cheong Paul, Mr. Suen To Wai and Mr. Cheng Hin Fung Alvin, and it is chaired by Mr. Wu Loong Cheong Paul. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
Fang Chenxi, Ms. Jiang Lina, and Mr. Zhao Yong, and it is chaired by Ms. Jiang Lina. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Man Wing Pong 53 Chief Financial Officer Mr. Cheng Hin Fung Alvin 38 Independent director Mr. Suen To Wai 50 Independent director Mr. Wu Loong Cheong Paul 60 Independent director The following is a brief biography of each of the executive officers and directors or director appointees listed above: Mr.
Liu Wei 25 Chief Financial Officer Mr. Fang Chenxi 49 Independent director Ms. Jiang Lina 47 Independent director Mr. Zhao Yong 50 Independent direcctor The following is a brief biography of each of the executive officers and directors or director appointees listed above: Mr. Tan Yu is our Chief Executive Officer, Chairman of the Board and Director. Mr.
Removed
Kan joined Primega Construction in July 2022 as a Quantity Surveyor. Mr. Kan has over 10 years of experience in the construction industry in Hong Kong and has accumulated extensive experience in conducting surveying works for construction projects of various scales in Hong Kong. Prior to his employment with Primega Construction, Mr.
Added
Tan is a Chinese national and has been serving as the chief executive officer of Lanzhi Yunchuang Keji (Beijing) Co., Ltd. since March 2023, where he is responsible for, among other things, the general management of the operations of the company. Mr. Tan.holds a Bachelor’s degree from Jilin University.
Removed
Kan has served as assistant quantity surveyor and chainman at other construction companies in Hong Kong. Mr. Man Wing Pong has been appointed as the chief financial officer of our Company since July 18, 2024. Mr. Man has over 20 years of experience in corporate finance, investment banking and asset management. Mr.
Added
He has served in multiple C-suite roles across a range of companies, where he was responsible for corporate operations, strategic planning, and organizational oversight. His experience spans several industries and includes both managing day-to-day business activities and directing long-term initiatives. Mr. Tan will contribute to the Company’s overall management and support the execution of its strategic objectives. Mr.
Removed
Man worked in Deloitte & Touche Corporate Finance Limited from December 2004 to September 2007 with his last position as manager. He subsequently worked at China Merchants Securities (HK) Co., Limited from October 2007 to June 2011 with his last position as manager of investment banking department.
Added
She has experience in financial management and compliance, including a prior role as finance manager with responsibilities encompassing budgeting, internal controls, and the implementation of financial systems. Ms. Liu will contribute to the Company’s financial operations and ongoing compliance initiatives. Mr.
Removed
He then worked at RHB OSK Capital Hong Kong Limited from June 2011 to September 2014 with his last position as director, corporate finance. From September 2014 to April 2018, Mr. Man worked at ABCI Capital Limited with his last position as senior vice president of investment banking department. Mr.
Added
Fang is a Chinese national and has served as the general manager of Xiaoxiang Shijie Zhibo (Hangzhou) Wangluo Keiji Co., Ltd since March 2018, where he is responsible for, among other things, the general management of the operations of the company. Ms.
Removed
Man worked at Mason Global Capital Limited from January 2019 to February 2020 as director, investment banking division. Mr. Man has been working at Arion & League Capital Limited as managing director from April 2020 to June 2021. He has been working at Silverstone Investments Limited as chief risk officer since June 2021. Since June 2022, Mr.
Added
She is a Chinese national and has served as the director of Wang Mao Jiu Group Co., Ltd since November 2021, where she is responsible for, among other things, the general management of the operations of the company. 63 Table of Contents Mr.
Removed
Man has been serving as an independent non-executive director of BoardWare Intelligence Technology Limited, a company listed on The Stock Exchange of Hong Kong Limited (HKSE: 1204). Since June 2023, Mr. Man has been serving as an independent non-executive director of Changan Minsheng APLL Logistics Co., Ltd., a company listed on The Stock Exchange of Hong Kong Limited (HKSE: 1292).
Added
He is a Chinese national and served as the director of Jiuzhou Kanglian Technology Development (Beijing) Co., Ltd., a company based in the People’s Republic of China which is primarily engaged in the manufacturing and sale of medical equipment, since January 2008 where he is tasked with, amongst others, the general management of the operations of the company.
Removed
Mr. Man obtained a degree of bachelor of social science and a postgraduate diploma in professional accountancy from The Chinese University of Hong Kong in December 1993 and November 2018, respectively. Mr. Man also obtained a degree of master of financial management from Rotterdam School of Management, Erasmus University, in August 2004. Mr.
Added
The Board believes the current members are collectively capable of analyzing and evaluating the Company’s financial statements and understanding internal controls and procedures for financial reporting. The Board may appoint a director who would qualify as an “audit committee financial expert” if it deems necessary.
Removed
Cheng has over 10 years of experience in the engineering and construction industry and management of various site formation works projects. From January 2017 to March 2022, Mr.
Added
Man Siu Ming (1) 4,376,000 16.58 % Mr. Tan Yu (1) — — Ms. Liu Wei (1) — — Mr. Fang Chenxi (2) — — Ms. Jiang Lina (2) — — Mr. Zhao Yong (2) — — All directors and executive officers (6 individuals) 4,376,000 16.58 % 5% or greater shareholders Mr.
Removed
Cheng worked at Ming lee Foundation Company Limited, a subsidiary of Ling Yui Holdings Limited (HKSE: 784), a company listed on the Hong Kong Stock Exchange, with his last position as assistant project manager. Mr. Cheng jointed ELE Construction Limited in March 2022, where he currently serves as project manager. Mr.
Removed
Cheng is a Chartered Civil Engineer and member of the Institution of Civil Engineers. Mr. Cheng obtained a Bachelor of Engineering with honors in Civil Engineering Class III from the University of Exeter in July 2012. Mr. Cheng also obtained a Master of Science in Civil Engineering from Coventry University in November 2013. 65 Table Of Contents Mr.
Removed
He is currently an independent director of MingZhu Logistics Holdings Limited, a company listed on NASDAQ (stock code: YGMZ), since September 2020, an independent non-executive director of Huisen Household International Group Limited, a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 2127), since December 2020 and Huajin International Holdings Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 2738), since March 2023.
Removed
In addition, he served as an independent non-executive director of CT Environmental Group Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 1363), from February 2018 to April 2019. Mr.
Removed
Suen was also an independent non-executive director of China Zenix Auto International Limited (a company whose American depositary shares were previously listed on the New York Stock Exchange under the stock code “ZX” but was subsequently delisted in December 2018, and then was quoted on the over-the-counter markets under the stock code “ZXAIY” but was subsequently delisted in January 2022) since April 2018 to January 2022.
Removed
He has also served as an independent non-executive director of Ping An Securities Group (Holdings) Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 231) which was subsequently delisted in November 2022, since February 2020.
Removed
Other than serving as an independent director, he served as the chief financial officer and company secretary of China Saite Group Company Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 153), from May 2015 to August 2016.
Removed
In addition, he served as the company secretary to certain companies including IDT International Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 167), from January 2017 to April 2017, China Smarter Energy Group Holdings Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 1004), from February 2017 to April 2019, and Asia Energy Logistics Group Limited, a company listed on the Stock Exchange of Hong Kong (stock code: 351), from July 2020 to April 2021, respectively.
Removed
He also worked at an international audit firm from January 2001 to July 2013. Mr. Suen is a practicing member of the Hong Kong Institute of Certified Public Accountants. He obtained a bachelor’s degree in commerce from The University of Western Australia in March 2001. Mr.
Removed
Wu worked as a member of scientific staff, senior software engineer, software development and sustaining team leader and product design support manager for Nortel Networks, which was a telecommunications and network equipment manufacturer, from 1989 to 2001. From February 2002 to October 2007, Mr.
Removed
Wu worked at UTStarcom Holdings Corp, a company listed on NASDAQ (NASDAQ: UTSI), primarily engaged as a global telecom infrastructure provider in February 2002 and worked until October 2007, with his last position held as senior manager and deputy director of common software engineering department. Since September 2008, Mr.
Removed
Wu has been the principal of Ascent Partners Transaction Service Limited and Ascent Partners Valuation Service Limited which primarily engages in corporate valuation and advisory services. Mr.
Removed
Wu spearheads the business valuation and advisory service division to formulate marketing strategies, business development and operating plans, as well as establish and institutionalize business practices, standards and processes for the effectiveness and efficiency across the global operations of the group. He provides solutions and consultancy services to financial institutions and corporate clients in financial products and operations.
Removed
From March 2017 to October 2021, Mr. Wu was an independent non-executive director of Lai Group Holding Company Limited (HKSE: 8455), a company listed on the GEM board of the Hong Kong Stock Exchange. Mr.
Removed
Wu obtained a Bachelor of Science degree and a Master of Science degree from Simon Fraser University, Canada in June 1986 and in June 1989, respectively.
Removed
Board Diversity We seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our board, including, but not limited to, gender, skills, age, professional experience, knowledge, cultural and education background, ethnicity, and length of service.
Removed
Man Siu Ming (1) 17,840,000 74.3 % Mr. Kan Chi Wai (1) — — Mr. Man Wing Pong (1) — — Mr. Cheng Hin Fung Alvin (2) — — Mr. Suen To Wai (2) — — Mr. Wu Loong Cheong Paul (2) — — All directors and executive officers (6 individuals) 17,840,000 74.3 % 5% or greater shareholders Mr.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

12 edited+1 added−2 removed8 unchanged
Board Practices—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the years ended March 31, 2024, 2023, 2022 and up to the date of this report: List of Related Parties Name Relationship Mr. Man Siu Ming (“Mr.
Board Practices—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the years ended March 31, 2025, 2024, 2023 and up to the date of this report: List of Related Parties Name Relationship Mr. Man Siu Ming (“Mr.
Man”) Chairman of the Board, Director, the Controlling Shareholder Chi Yip Eng. & (Trans.) Company Ltd (“Chi Yip”) A company owned as to 50% each by Ms. Wong Lai Ching and Mr. Man Chi Kwan, the parents of Mr.
Man”) Director Chi Yip Eng. & (Trans.) Company Ltd (“Chi Yip”) A company owned as to 50% each by Ms. Wong Lai Ching and Mr. Man Chi Kwan, the parents of Mr.
For the years ended March 31, 2022, 2023 and 2024, we paid finance fees to Chi Yip for the tipper trucks and diesel tank wagon assigned to Primega Construction under hire purchase financing arrangements in the amounts of approximately US$65,622, US$55,988 and US$29,307, respectively.
For the years ended March 31, 2023, 2024 and 2025, we paid finance fees to Chi Yip for the tipper trucks and diesel tank wagon assigned to Primega Construction under hire purchase financing arrangements in the amounts of approximately US$55,988, US$29,307 and US$56,135 respectively.
Man Siu Ming also provided personal guarantees to secure two bank loans of Primega Construction in the principal amount of HK$4,574,286 and HK$4,574,286 with the Standard Chartered Bank (Hong Kong) Limited during the year ended March 31, 2023 and 2024. As of March 31, 2024, the bank loans amounted to USD1,044,119.
Man Siu Ming also provided personal guarantees to secure two bank loans of Primega Construction in the principal amount of HK$4,574,286 and HK$4,574,286 with the Standard Chartered Bank (Hong Kong) Limited during the year ended March 31, 2024 and 2025. As of March 31, 2025, the bank loans amounted to USD950,614.
Man 545,063 196,906 Finance lease liabilities due to related parties: Chi Yip 644,275 1,117,351 All balances due from Chi Yip were accounts receivables due from Chi Yip relating to our provision of soil and rock transportation services and site management services.
Man 196,906 530,078 Finance lease liabilities due to related parties: Chi Yip 1,117,351 815,372 All balances due from Chi Yip were accounts receivables due from Chi Yip relating to our provision of soil and rock transportation services and site management services. The amounts due to Chi Yip related to subcontracting charges from Chi Yip.
For the years ended March 31, 2022, 2023 and 2024, we recorded income of approximately US$3,268,003, US$2,830,475 and Nil, respectively, for soil and rock transportation services provided to Chi Yip. 72 Table Of Contents For the years ended March 31, 2022, 2023 and 2024, we recorded income of approximately, US$121,605, US$39,184 and Nil for site management services provided to Chi Yip.
For the years ended March 31, 2023, 2024 and 2025, we recorded income of approximately US$2,830,475, Nil and US$643,748 respectively, for soil and rock transportation services provided to Chi Yip. For the years ended March 31, 2023, 2024 and 2025, we recorded income of approximately US$39,184, Nil and 33,030 for site management services provided to Chi Yip.
For the years ended March 31, 2022, 2023 and 2024, we paid total service fees charged by Chi Yip in the amounts of approximately US$1,249,913, US$1,162,640 and US$1,023,137, respectively, for providing rental tipper trucks and for labor to support its operations.
For the years ended March 31, 2023, 2024 and 2025, we paid total service fees charged by Chi Yip in the amounts of approximately US$1,162,640, US$1,023,137 and US$887,945, respectively, for providing rental tipper trucks and for labor to support our operations. 69 Table of Contents For the years ended March 31, 2023, 2024 and 2025, we paid rental fees of approximately US$769, Nil and Nil respectively to Chi Yip to lease office premises in Hong Kong.
Man Siu Ming 71 Table Of Contents Balances with related parties: As of March 31, 2023 2024 USD USD Accounts receivable from related party: Chi Yip 1,903,672 392,686 Accounts payable to related party: Chi Yip 236,429 279,498 Amounts due to related parties: Chi Yip - 156,248 Mr.
Man Siu Ming 68 Table of Contents Balances with related parties: As of March 31, 2024 2025 USD USD Accounts receivable from related party: Chi Yip 392,686 445,573 Amounts due to related parties: Chi Yip 435,746 156,248 Mr.
Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this report. Transactions with related parties: Summary of transactions with Chi Yip and Mr. Man Chi Kwan Chi Yip is an affiliated company under the control of our Controlling Shareholder’s parents.
Transactions with related parties: Summary of transactions with Chi Yip and Mr. Man Chi Kwan Chi Yip is an affiliated company under the control of our Controlling Shareholder’s parents.
Man Siu Ming provided guarantees relating to our loan obligations under 12 hire-purchase agreements entered into with Dah Sing Bank Limited as of March 31, 2024. Mr.
Since May 30, 2022, Primega Construction ceased to lease the office premises from Chi Yip. Guarantees Our related parties, from time to time provides guarantees for our benefit. Mr. Man Siu Ming provided guarantees relating to our loan obligations under 12 hire-purchase agreements entered into with Dah Sing Bank Limited as of March 31, 2025. Mr.
The largest amount outstanding to Chi Yip during the fiscal years ended March 31, 2023 and 2024 was approximately US$254,886, and US$435,746, respectively. The largest amount outstanding to Mr. Man during the fiscal years ended March 31, 2023 and 2024 was approximately US$629,213, and US$691,438, respectively. The amounts due to our director, Mr.
The largest amount outstanding from Chi Yip during the fiscal years ended March 31, 2024 and 2025 was approximately US$1,868,584, and US$835,548, respectively. The largest amount outstanding to Chi Yip during the fiscal years ended March 31, 2024 and 2025 was approximately US$282,874 and US$389,975, respectively. The largest amount outstanding to Mr.
Man, during the relevant periods were advances from Mr. Man which are unsecured and interest-free with no specific repayment terms. The finance lease liabilities due to related parties, Chi Yip and Mr. Man related to payments owed under finance leases for motor vehicles and machinery assigned to Primega Construction.
The finance lease liabilities due to related parties, Chi Yip related to payments owed under finance leases for motor vehicles and machinery assigned to Primega Construction. Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this report.
Removed
The amounts due to Chi Yip related to subcontracting charges from Chi Yip and initial payment of finance lease paid by Chi Yip. The largest amount outstanding from Chi Yip during the fiscal years ended March 31, 2023 and 2024 was approximately US$1,981,175, and US$1,892,147, respectively.
Added
Man during the fiscal years ended March 31, 2024 and 2025 was approximately US$691,438 and US$586,505, respectively. The amounts due to our director, Mr. Man, during the relevant periods were advances from Mr. Man which are unsecured and interest-free with no specific repayment terms.
Removed
For the years ended March 31, 2022, 2023 and 2024, we paid rental fees of approximately US$4,615, US$769 and Nil, respectively to Chi Yip to lease office premises in Hong Kong. Since May 30, 2022, Primega Construction ceased to lease the office premises from Chi Yip. Guarantees Our related parties, from time to time provides guarantees for our benefit. Mr.