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ONEG 6-K

OneConstruction Group Ltd (ONEG)

6-K 2025-03-31 For: 2025-03-31
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the month of March 2025

Commission File Number: 001-42457

OneConstruction Group Limited


Room 6808A, 68/F,

Central Plaza,

18 Harbor Road,

Wanchai, Hong Kong

+852 2123 8400

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒       Form 40-F ☐

EXPLANATORY NOTE

OneConstruction Group Limited is furnishing its unaudited condensed consolidated financial statements for the six months ended September 30, 2024 and 2023. The financial statements are attached as Exhibit 99.1 to this report of foreign private issuer on Form 6-K.

On March 31, 2025, the Company issued a press release announcing its unaudited financial results for the six months ended September 30, 2024 and 2023, a copy of which press release is attached as Exhibit 99.2 to this report of foreign private issuer on Form 6-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2025

OneConstruction Group Limited
By: /s/ Ka Chun Gordon Li
Name: Ka Chun Gordon Li
Title: General Manager
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EXHIBIT INDEX

Exhibit No. Description
99.1 Unaudited Condensed Consolidated Financial Statements and Notes of OneConstruction Group Limited for the Six Months Ended September 30, 2024 and 2023
99.2 Press Release, dated March 31, 2025
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Exhibit 99.1

ONECONSTRUCTION GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCESHEET AS OF SEPTEMBER 30, 2024ANDAUDITED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2024

As of
September 30, 2024 March 31, 2024
US’000 US’000
ASSETS
Current assets:
Inventories
Accounts receivables, net
Deferred offering costs
Deposits, prepayment and other receivables
Amount due from a shareholder
Contract assets
Cash and cash equivalents
Total current assets
Non-current assets:
Property and equipment
Right-of-use assets, operating leases
Deferred tax assets
Total non-current assets
Total assets
LIABILITIES AND EQUITY
Accounts payables
Accruals and other payables
Amount due to a related company
Loan due to a related company
Amount due to a shareholder
Contract liabilities
Operating lease liabilities
Bank borrowings
Current income tax liabilities
Total current liabilities
Non-current liabilities:
Operating lease liabilities
Loan due to a shareholder
Shareholders’ equity:
Ordinary shares, par value US0.0001, 500,000,000 shares authorized, 11,250,000 ordinary shares issued and outstanding
Retained earnings
Exchange reserve
Total shareholder’s equity
Total liabilities and equity

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-1

ONECONSTRUCTION GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024AND 2023

Six months ended September 30
Notes 2024 2023
US’000 US’000
Revenue 3
Cost of revenue 3 ) )
Gross profit
Other income
(Allowance) Reversal of allowance for expected credit loss on accounts receivables )
Administrative expenses ) )
Profit from operations
Finance costs 4 ) )
Profit before taxation
Income tax credit (expenses) )
Profit attributable to shareholders
Other comprehensive income
Exchange difference on translation of foreign operations
Total comprehensive income attributable to shareholers
Net income per share attributable to shareholders
Basic and diluted (cents) 5
Weighted average number of ordinary shares used in computing net income per share
Basic and diluted

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2

ONECONSTRUCTION GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024AND 2023

Ordinary shares
Number of<br><br> shares Amount Retained<br> earnings Exchange<br><br> reserve Total Equity
US’000 US’000 US$’000 US’000
As of April 1, 2023 11,250,000 1
Profit for the period - -
Other comprehensive income for the period - 23
As of September 30, 2023 (unaudited) 11,250,000 24
As of April 1, 2024 11,250,000 29
Profit for the period - -
Other comprehensive income for the period - 53
As of September 30, 2024 (unaudited) 11,250,000 82

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3

ONECONSTRUCTION GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024AND 2023

Six months ended <br>September 30,
2024 2023
US’000 US’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation
Adjustments for:
Interest expense
Bank interest income ) )
Allowance (reverse of allowance) for expected credit loss on accounts receivables )
Depreciation of property and equipment
Operating cash flows before changes in operating activities
Changes in operating assets and liabilities
Change in inventories )
Change in accounts receivables )
Change in deposits, prepayment and other receivables )
Change in contract assets ) )
Change in accounts payables
Change in accruals and other payables )
Change in amounts due from/to a shareholder
Change in contract liabilities ) )
Net cash used by operations )
Tax paid ) )
Net cash flow (used in) generated from operating activities )
CASH FLOWS FROM INVESTING ACTIVITIES
Bank interest received
Purchase of property and equipment ) )
Net cash flow generated from (used in) investing activities )
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank borrowings )
Advance of loan due to a shareholder, net
Advance of other borrowings from third parties
Payment of deferred offering costs )
Repayment of loan due to a related company, net
Net cash flow generated from financing activities
Net (decrease)/increase in cash and cash equivalents )
Cash and Cash equivalents at beginning of the period
Effect of foreign exchange
Cash and Cash equivalents at end of the period

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

ONECONSTRUCTION GROUP LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

1. CORPORATE INFORMATION

OneConstruction Group Limited (the “Company”) was incorporated in the Cayman Islands on June 14, 2024 under the Company Act as an exempted company with limited liability. The principal activities of the Company and its subsidiaries (collectively, the “Group”) are the provision of structural steelwork for construction projects in Hong Kong, including the installation and forming of steel structures, typically serving as the backbone of buildings and infrastructure during the initial construction stage.

2. BASIS OF PREPARATION

The unaudited interim condensed consolidated financial statements of the Group for the six months ended September 30, 2024 have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

The accounting policies and basis of preparation adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s consolidated financial statements for the year ended March 31, 2024. The Group has not early adopted any other standards, interpretation or amendments that have been issued but are not yet effective.

In the opinion of the Group’s management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Group for each of the periods presented. The results of operations for the six months ended September 30, 2024 are not necessarily indicative of results to be expected for any other interim periods or for the year ended March 31, 2024. The condensed consolidated statement of financial position as of March 31, 2024 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by the U.S. GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Group’s audited consolidated financial statements for the year ended March 31, 2024.

F-5

3. REVENUE AND COST OF REVENUE

Six months ended September 30,
2024 2023
US’000 % US’000 %
Revenue
Public Sector
– Infrastructure and public facilities 0.0 % 32.1 %
– Residential 81.7 % 38.1 %
Sub-total 81.7 % 70.2 %
Private Sector
– Commercial/industrial 18.3 % 29.2 %
– Residential 0.0 % 0.6 %
Sub-total 18.3 % 29.8 %
Total 100.0 % 100.0 %

All values are in US Dollars.

Six months ended September 30,
2024 2023
US’000 % US’000 %
Cost of revenue
Public Sector
– Infrastructure and public facilities 0.0 % 31.7 %
– Residential 79.3 % 39.0 %
Sub-total 79.3 % 70.7 %
Private Sector
– Commercial/industrial 20.7 % 28.7 %
– Residential 0.0 % 0.6 %
Sub-total 20.7 % 29.3 %
Total 100.0 % 100.0 %

All values are in US Dollars.

Six months ended September 30,
2024 2023
US’000 GP% US’000 GP%
Gross profit
Public Sector
– Infrastructure and public facilities 7.7 %
– Residential 10.9 % 4.5 %
Sub-total 10.9 % 6.0 %
Private Sector
– Commercial/industrial ) -3.4 % 8.4 %
– Residential 100.0 % 0.0 %
Sub-total ) -3.3 % 8.2 %
Total 8.3 % 6.6 %

All values are in US Dollars.

F-6

4. FINANCE COSTS

Six months ended<br> September 30,
2024 2023
US’000 US’000
Interest expense on loan due to a related company
Interest expense on loan due to a shareholder
Interest expense on loan due to bank borrowings

All values are in US Dollars.

5. EARNINGS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS

The following table sets forth the computation of basic and diluted earnings per share for the six months ended September 30, 2024 and 2023.

2023
Numerator:
Profit attributable to shareholders (US’000) 1,242 1,607
Denominator:
Weighted average number of ordinary shares used in computing net income per share (shares) 11,250,000 11,250,000

All values are in US Dollars.

6. ACCOUNTS RECEIVABLES, NET

Accounts receivable, and the allowance for the expected credit losses consisted of the following:

As of
September 30,<br> 2024 March 31,<br> 2024
US’000 US’000
Accounts receivable
Less: Allowance for expected credit losses ) )
Sub – total
Retention receivables
Total

All values are in US Dollars.

F-7

Accounts receivable are past due when a counterparty has failed to make a payment when contractually due. Credit terms granted to customers vary from contract to contract. The credit period granted to customers is 0 to 45 days from the payment certification date, except for retention receivables.

The Group recognized allowance for expected credit losses of US$124,000 and reverse of allowance for expected credit losses of US$389,000, respectively, for the six months ended September 30, 2024 and 2023.

Reconciliation of the allowance for expected credit losses of accounts receivable:

As of
September 30,<br> 2024
US’000
As of April 1, 2024
Allowance for expected credit loss on accounts receivable for the period/year
Write off )
Exchange realignment )
As of September 30, 2024

All values are in US Dollars.

7. CONTRACT ASSETS AND LIABILITIES


As of
September 30,<br> 2024 March 31,<br> 2024
US’000 US’000
Contract assets
Contract liabilities

All values are in US Dollars.

The contract assets represent the Group’s right to consideration in exchange for services that the Group has transferred to a customer, which have not been billed to the customer. As of September 30, 2024 and March 31, 2024, the loss allowance for expected credit loss was assessed to be minimal. There was no allowance recognized for contract assets as of September 30, 2024 and March 31, 2024.

The contract liabilities represent the Group’s obligation to transfer services to a customer to which the Group has received consideration (or an amount of consideration is due) from the customer.

8. PROPERTY AND EQUIPMENT

During the six months ended September 30, 2024, the Group acquired approximately US$2,000 of property and equipment but did not dispose of any property and equipment.

During the six months ended September 30, 2024, the Group recorded depreciation expenses of approximately US$2,000.

F-8

9. LEASES

Operating leases

The Group leases offices from a third party. As the lease does not provide an implicit rate, the Group used an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Group’s lease agreement does not contain any material guarantees or restrictive covenants. The Group does not have any sublease activities. Operating leases result in the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. ROU assets represent the Group’s right to use the leased asset for the lease term, and lease liabilities represent the obligation to make lease payments. The operating lease expenses were charged to administrative expenses.

A summary of supplemental information related to the Group’s leases as of September 30, 2024 and March 31, 2024 was as follows:

For the six months ended For the year ended
September 30, 2024 March 31, 2024
US’000 US’000
Cash paid for amounts included in the measurement of lease liabilities:
Operating cashflows used in operating lease – Lease expenses
Operating cashflows used in operating lease – Depreciation of right-of-use assets
Interest on lease liabilities
Operating lease right-of-use assets, net
Operating lease liabilities, current
Operating lease liabilities, non-current
Weighted average remaining lease terms – operating lease
Weighted average discount rate – operating lease % %

All values are in US Dollars.

The maturity analysis of the annual undiscounted cash flows for the operating lease, as of September 30, 2024 and March 31, 2024 were as follows:

As of
September 30,<br> 2024 March 31, <br>2024
US’000 US’000
Within 1 year
More than 1 year but less than 2 years
Total undiscounted lease payments
less: imputed interest ) )
Total lease liabilities

All values are in US Dollars.

F-9

10. ACCOUNTS PAYABLES

Accounts payables consisted of the following:

As of
September 30,<br> 2024 March 31,<br> 2024
US’000 US’000
Third parties

All values are in US Dollars.

11. ACCRUALS AND OTHER PAYABLES

Accruals and other payables consisted of the following:

As of
September 30,<br> 2024 March 31,<br> 2024
US’000 US’000
Accrued expenses and other payables
Other borrowings from third parties (a)
Salaries payable

All values are in US Dollars.

Note:

(a) The other borrowings from<br> third parties are non-secured, interest bearing at rates ranging from 5.75% to 5.875% per annum and are repayable within 1<br> year.

12. BANK BORROWINGS

Bank borrowings was as follows as of the respective balance sheet dates:

As of
September 30,<br> 2024 March 31,<br> 2024
US’000 US’000
HSBC - current portion

All values are in US Dollars.

On October 26, 2023, OneConstruction Engineering Projects Limited (“OneC Engineering”), the subsidiary of the Company, entered into a bank facility agreement with the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), a commercial bank in Hong Kong, pursuant to which OneC Engineering was entitled to borrow a loan of approximately US$2,332,000 (HK18,000,000) with an interest rate at HIBOR + 1.7% to 1.8% per annum, which loan was also guaranteed by (i), a guarantee with a third party as of September 30, 2024 (March 31, 2024: a related company); and (ii) a guarantee with limited amount to HK$23,170,000, plus default interest and other costs and expenses as further set out in the guarantee from a shareholder of a third party in (i) (March 31, 2024: a related party).

Subsequent to the reporting period, the bank borrowings were fully repaid in December 2024.

F-10

13. LOAN DUE TO A SHAREHOLDER/A RELATED COMPANY

As of
Notes September 30,<br> 2024 March 31,<br> 2024
US’000 US’000
Under current liabilities
Loan due to a related company (a)
Under non- current liabilities
Loan due to a shareholder (b)

All values are in US Dollars.

Notes:

(a) The loan due to a related company was non-secured, interest bearing<br>based on HIBOR but limited to 1.5% per annum and repayable on June 30, 2025. The loan was subsequently assigned to a shareholder of the<br>Company after March 31, 2024 under a deed of loan assignment entered on June 10, 2024; please refer to (b).
(b) On June 10, 2024, the loan due to a related company, as mentioned in<br>(a), was assigned to a shareholder of the Company. The loan is non-secured, interest bearing based on HIBOR but limited to 1.5% per annum,<br>and the repayment date of this loan was extended to June 30, 2026.
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14. COMMITMENTS AND CONTINGENCIES

A subsidiary of the Company is currently a party to a legal proceeding related to a compensation claim by a former employee in relation to injuries suffered during the course of her employment with the Group. Based on the information available as of the date of this report, the management does not consider there will be a material claim in this case. However, as the litigation is ongoing, the Group cannot determine the likelihood of this outcome and has not recorded an accrual in its financial statements. The Group continues to assess the case and will update its disclosures as necessary.

In addition to the legal proceeding disclosed above, the Group, in the ordinary course of its business, is involved in various claims, suits, investigations and legal proceedings that arise from time to time. Although the Group does not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse effect on its financial position or results of operations, litigation is inherently unpredictable. Therefore, the Group could be subject to judgements or enter into settlements of claims that could adversely affect its operating results or cash flows in a particular period.

15. SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to September 30, 2024 to the date of March 31, 2025, these unaudited interim condensed consolidated financial statements were issued, and has determined that it does not have any material events to disclose.

F-11

Exhibit 99.2


OneConstruction Group Limited AnnouncesInterim Financial Results for the Six Monthes Ended September 30, 2024


OneConstruction Group Limited

(Incorporated in Cayman Islands with limited liabilities)

(NASDAQ: ONEG)

(March 31, 2025 – NEW YORK) – OneConstructionGroup Limited (“OneConstruction Group,” “ONEG” or the “Company”), a structural steelwork contractor in Hong Kong, today announced its unaudited financial results for the six months ended September 30, 2024.

Financial Highlights

Revenue: Revenue for the six months ended September 30, 2024 (“1H2025”)<br>decreased by 8.2% to $28.7 million, compared to $31.3 million in the same period in the fiscal year ended 2024 (“1H2024”).<br>The decrease was driven by an increase of 6.8% in revenue from the public sector and a decrease of 43.5% in revenue from the private sector<br>during 1H2025.
Gross Profit: Gross profit for 1H2025<br>was $2.4 million, an increase of 15.1% compared to $2.1 million in 1H2024. The increase in both gross profit and gross profit margin was<br>attributable to ONEG’s capability to be awarded construction projects in the public sector with higher profit margins.
--- ---
Profit After Tax: Profit after tax for<br>1H2025 decreased to $1.24 million, compared to $1.61 million in 1H2024. The decrease was mainly due to a decrease of 0.6 million in profit<br>from operations during 1H2025.
--- ---
Cash Flow: The net decrease in cash and<br>cash equivalents of $1.2 million for 1H2025 was mainly attributable to an increase in cash outflow to $2.4 million in operating activities<br>and a decrease in cash generated from financing activities to $1.2 million compared with 1H2024.
--- ---
Cash Position: As of September 30, 2024,<br>consolidated cash balance decreased by $1.2 million, compared to $1.6 million as of March 31, 2024. This decrease was primarily driven<br>by the increase in cash used in operating activities.
--- ---
Administrative Expenses: Administrative<br>expenses were $0.9 million for 1H2025, representing an increase of 103.6% from $0.4 million in 1H2024. As a percentage of revenue, ONEG’s<br>administrative expenses were maintained at a level of 3% or less of its revenue in both 1H2025 and 1H2024, respectively.
--- ---

Operational Highlights

Top Hong Kong Steelwork Service Provider:
ONEG is one of the top service providers in the Hong Kong structural steelwork industry with an established<br>reputation and proven track record.
--- ---
According to the Hong Kong Housing Bureau, ONEG has been engaged in the structural steelwork for 29% of<br>the public residential projects for 2024 to 2026.
--- ---
In addition, ONEG has been awarded “outstanding contractor” under the category of Domestic<br>Sub-contractors (Reinforcement Bar Fixing) by the Hong Kong Housing Authority.
--- ---

Custom Steelwork Solutions:
ONEG is able to offer tailored solutions in structural steelwork service for its clients.
--- ---
Due to its established network and relationships with suppliers, ONEG believes it is well-equipped to<br>handle tight timelines and supplemental orders.
--- ---
ONEG is able to respond to unforeseen demand quickly and adjust the supply and installation schedules<br>accordingly, which reinforces its appeal to clients.
--- ---

Well-Positioned for Public Sector ConstructionGrowth:
ONEG is mainly engaged in works for the growing public sector.
--- ---
According to the Construction Expenditure Forecast prepared by Construction Industry Counsil of Hong Kong,<br>the construction expenditures for building works in both public and private sectors and civil works in the public sector (i.e., the construction<br>works that most involved the use of structural steelwork) in Hong Kong is expected to further increase at a CAGR of 4.5% between 2025<br>and 2027, despite the decrease in construction expenditures for the private sector.
--- ---

Visionary and Experienced Leadership:
ONEG has a visionary and experienced management team with strong technical and operational expertise.
--- ---
ONEG’s management team, including its executive director and general manager, has substantial technical<br>and management experience with extensive networks in the industry.
--- ---
ONEG’s strong and dedicated execution team is able to work with its clients to meet their needs<br>and market trends.
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ONEG’s Recent Development

On January 2, 2025, ONEG announced the closing of its initial public offering of 1,750,000 ordinary shares at a public offering price of US$4.00 per share (the “Offering”). The aggregate gross proceeds from the Offering were $7 million, before deducting underwriting discounts and other related expenses. The net proceeds from the Offering were mainly for funding up-front costs for future projects, expanding management and technical teams, and bolstering working capital.

The Offering was conducted on a firm commitment basis. American Trust Investment Services and WestPark Capital acted as Underwriters. WestPark Capital was the book-running manager for the Offering. Hunter Taubman Fischer & Li LLC acted as U.S. securities counsel to ONEG, and Ortoli Rosenstadt LLP acted as U.S. securities counsel to the underwriters in connection with the Offering.

Outlook

Looking ahead, ONEG will remain focused on expanding its market presence, particularly in the public sector. ONEG is committed to driving operational efficiency and delivering sustainable growth in the face of ongoing macroeconomic challenges.

About the OneConstruction Group

OneConstruction Group is a structural steelwork contractor in Hong Kong. Through its subsidiaries, ONEG specializes in the procurement and installation of structural steel for a variety of construction projects in Hong Kong, including residential and commercial developments as well as infrastructure works. While much of its work serves the public sector, it also engages with private clients, delivering customized steel solutions for Hong Kong’s construction needs. For more information, please visit ONEG’s website: www.OneConstruction.com.hk.

Forward-looking Statements


All forward-looking statements, expressed or implied, in this release are based only on information currently available to us and speak only as of the date on which they are made. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. Except as otherwise required by applicable law, we disclaim any duty to publicly update any forward-looking statement, each of which is expressly qualified by the statements in this section, to reflect events or circumstances after the date of this release. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). Although ONEG believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and ONEG cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in ONEG’s registration statement and other filings with the SEC. Additional factors are discussed in ONEG’s filings with the SEC, which are available for review at www.sec.gov.

For more information, please contact:


Investor Relations


Mr. Gordon Li

[email protected]

Media Relations


Ms. Callis Lau / Mr. Gary Li / Ms. Lorraine Luk/ Mr. Himo Liu

[email protected]

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