2021/2022 中期報告 歐化國際有限公司 Ulferts International Limited 於香港註冊成立之有限公司 ( 股份代號： 1711) 目錄 | --- | --- | |------------------------------|-------| | | | | 財務概要 | 2 | | 管理層討論與分析 | 3 | | 簡明綜合損益及其他全面收益表 | 11 | | 簡明綜合財務狀況表 | 12 | | 簡明綜合權益變動表 | 13 | | 簡明綜合現金流量表 | 14 | | 簡明綜合財務報表附註 | 15 | | 董事及最高行政人員之證券權益 | 25 | | 其他人士之證券權益 | 26 | | 企業管治及其他資料 | 27 | 1 財務概要 歐化國際有限公司（「本公司」）之董事會（「董事會」或「董事」）宣佈本公司及其附屬 公司（統稱「本集團」）截至2021年9月30日止6個月（「本期間」）之未經審核簡明綜合 業績。 | --- | --- | --- | --- | |----------------------|---------------------------- ...

Financial Performance - Revenue for the year ended March 31, 2021, was HK$234,504,000, representing a 7.2% increase from HK$218,853,000 in 2020[21] - Retail segment revenue increased by 9.3% to HK$216,979,000, up from HK$198,594,000 in the previous year[21] - Gross profit rose by 13.8% to HK$152,891,000, with a gross profit margin of 65.2%, an increase of 3.8 percentage points from 61.4%[21] - EBITDA surged to HK$35,239,000, reflecting a significant increase of 1,335.4% from HK$2,455,000 in the prior year[21] - The company reported a net profit of HK$16,826,000, a turnaround from a net loss of HK$11,628,000 in 2020[21] - Basic earnings per share improved to HK2.10 cents, compared to a loss of HK(1.45) cents per share in the previous year[21] - Total dividends per share declared at HK0.63 cents, marking a return to dividend distribution[21] Segment Performance - The wholesale and special projects segment saw a decline of 13.5%, with revenue of HK$17,525,000 compared to HK$20,259,000 in 2020[21] - Retail segment revenue amounted to HK$217.0 million, accounting for 92.5% of total revenue, compared to 90.7% in 2020[24] - Sales revenue from "at • home" grew by 68.0% to HK$40.5 million, representing 18.7% of total retail revenue[24] Market and Growth Outlook - Management expressed optimism for future growth, focusing on retail expansion and operational efficiency improvements[23] - The overall economy in China is recovering rapidly, providing a solid backup for the local economy, which is expected to positively impact the retail market[53] - The Group remains cautiously optimistic about the future retail market, anticipating a recovery in momentum for both retail and property sectors[53] Operational Highlights - The Group operates 23 points-of-sale in Hong Kong, covering five retail lines[30] - The Group has expanded its market reach through various distribution channels, including online platforms and over 200 dealers[30] - The Group's self-owned label "Ulfenbo" has been recognized as a "Hong Kong Top Brand Mark" for seven consecutive years since 2014, indicating strong brand recognition in the market[51] - The Group offers a diverse product portfolio with over 50 furniture brands, including international names, catering to various customer needs[41] Financial Position - As of March 31, 2021, the Group's cash and cash equivalents increased to HK$93.7 million, up from HK$63.7 million in 2020[61] - The Group's current assets and current liabilities were approximately HK$162.7 million and HK$83.2 million, respectively, resulting in a current ratio of 2.0, compared to 1.4 in 2020[61] - The Group has maintained a zero gearing ratio, indicating no bank borrowings as of March 31, 2021[61] Corporate Governance - The Company has a strong governance structure with multiple committees, including Audit, Remuneration, and Nomination, chaired by experienced independent directors[75][80] - The Company emphasizes corporate governance and compliance, with independent directors playing a crucial role in oversight[75][80] - The Company has fully complied with all code provisions of the Corporate Governance Code for the Year[169] Management and Directors - The Group's Executive Director and General Manager, Ivy Mok, has over 18 years of corporate management experience, focusing on operational management and policy implementation since joining in July 2011[72] - The Chairman, Mr. Wong, has over 30 years of financial and management experience, overseeing financial management and business strategy since 1992[71] - The management team possesses a robust educational background, with qualifications in law and business administration, enhancing their strategic decision-making capabilities[72][74] Shareholder Information - The Group's retained profits available for distribution to shareholders as of March 31, 2021, amounted to HK$5,295,000, compared to nil in 2020[96] - The Directors recommended a final dividend of HK0.63 cent per share for the Year, totaling HK$5,040,000, subject to shareholder approval at the 2021 AGM[4] - There was no interim dividend paid to shareholders during the Year, consistent with 2020[3] Related Party Transactions - The independent non-executive Directors confirmed that the disclosed continuing connected transactions were conducted in the ordinary course of business and on normal commercial terms[144] - The auditor issued unqualified conclusions regarding the disclosed continuing connected transactions in accordance with the Listing Rules[143] - The Company complied with the disclosure requirements under Chapter 14A of the Listing Rules for related party transactions[145]

Financial Performance - Total revenue for the six months ended September 30, 2020, was HKD 97.8 million, a decrease of 14.0% compared to HKD 113.8 million in 2019[5] - Retail segment revenue was HKD 92.8 million, accounting for 94.8% of total revenue, down from 92.5% in 2019[9] - Gross profit decreased to HKD 63.1 million, while gross margin increased to 64.5% from 60.9% in 2019[8] - EBITDA for the period was HKD 7.3 million, compared to a loss of HKD 3.6 million in the same period last year[9] - Net loss narrowed to HKD 1.0 million from HKD 10.3 million in 2019[9] - Revenue for the six months ended September 30, 2020, was HKD 97,833 thousand, a decrease of 14.0% compared to HKD 113,796 thousand for the same period in 2019[34] - Gross profit for the same period was HKD 63,145 thousand, down from HKD 69,344 thousand, reflecting a gross margin of approximately 64.4%[34] - The company reported a pre-tax loss of HKD 1,045 thousand, significantly improved from a loss of HKD 10,324 thousand in the prior year[34] - The net loss attributable to equity holders of the parent for the period was HKD 1,045 thousand, compared to a loss of HKD 10,324 thousand in the prior year[39] Sales and Revenue Breakdown - Sales from the "at • home" segment increased by 53.0% to HKD 16.5 million, representing 17.8% of total retail revenue[9] - Retail furniture sales contributed HKD 92,774,000, down 12.0% from HKD 105,247,000 in the previous year[58] - Engineering project sales and consulting services generated HKD 952,000, a significant decline of 69.0% from HKD 3,078,000 in the prior period[58] - Other income, including government subsidies and bank interest, totaled HKD 6,573,000, compared to HKD 1,872,000 in the same period last year[60] Operational Efficiency - The company continues to focus on cost control measures, which significantly reduced operating costs during the period[9] - The total employee cost for the period was approximately HKD 22.7 million, down from HKD 24.3 million in 2019, with 134 employees as of September 30, 2020[30] - The company's rental expenses decreased to HKD 3,111,000 from HKD 4,250,000, reflecting a reduction of 26.82% year-over-year[76] - Total remuneration for key management personnel was HKD 3,346,000, down from HKD 3,803,000, indicating a decrease of 11.97%[77] Cash and Liquidity - The group's cash and cash equivalents increased to HKD 89.5 million as of September 30, 2020, compared to HKD 63.7 million on March 31, 2020, with no bank borrowings, resulting in a debt ratio of zero[28] - Operating cash flow for the six months was HKD 46,107 thousand, a turnaround from a cash outflow of HKD 4,855 thousand in the same period last year[41] - The company’s cash and cash equivalents increased to HKD 89,504 thousand from HKD 63,670 thousand at the end of the previous reporting period[41] - The group has a current ratio of 1.7 and a quick ratio of 1.2 as of September 30, 2020, indicating improved liquidity compared to 1.4 and 1.0 on March 31, 2020, respectively[28] Market Presence and Strategy - The company operates 22 sales points in Hong Kong, covering five retail lines[13] - The group opened 2 new "European Treasure" limited stores during the period, located in Sha Tin and Sheung Shui, and 1 large "at • home" limited store in Mong Kok post-period[21] - The group plans to enhance its online sales platform and increase social media engagement to adapt to changing consumer behaviors due to public health concerns[27] - The group aims to optimize its sales network and strengthen market share while maintaining operational efficiency amid economic uncertainties[27] Governance and Compliance - The company has maintained its accounting policies consistent with those applied in the previous financial year, ensuring transparency in financial reporting[45] - The company has complied with all provisions of the Corporate Governance Code during the reporting period[93] - The company has maintained a consistent approach to governance and compliance with relevant regulations throughout the reporting period[92] - The mid-term report has not been reviewed or audited by the company's auditor, Ernst & Young[103] Awards and Recognition - The group received the "Quality Service Leader Quarterly Award" from the Hong Kong Retail Management Association for its service excellence during the April to September 2020 period[24]

Financial Performance - Total revenue decreased by less than 10% to HK$218.85 million, down from HK$242.96 million in the previous year[7] - Retail revenue fell to HK$198.59 million from HK$226.80 million, while wholesale and special projects revenue increased to HK$20.26 million from HK$16.16 million[7] - Gross profit decreased to HK$134.37 million, with a slight adjustment in gross profit margin from 62.7% to 61.4%[7] - The net loss for the year was HK$11.63 million, compared to a net loss of HK$3.98 million in the previous year[7] - The Group's total revenue decreased by 9.9% to HK$218.9 million for the year ended March 31, 2020, compared to HK$243.0 million in 2019[16] - Gross profit fell to HK$134.4 million, with a gross profit margin of 61.4%, down from 62.7% in the previous year[16] - The net loss for the year was HK$11.6 million, compared to a net loss of HK$4.0 million in 2019[21] Inventory and Cash Management - Inventory decreased to HK$36 million from HK$46 million, while cash and cash equivalents increased to HK$64 million from HK$59 million[7] - Inventory decreased to HK$36.4 million from HK$46.3 million, reflecting effective inventory management[24] - Cash and cash equivalents increased to HK$63.7 million, up from HK$59.5 million in the previous year[24] - The Group had no bank borrowings as of March 31, 2020, resulting in a gearing ratio of zero[24] Retail Operations - Sales revenue from the "at • home" retail line surged over 200% to HK$24 million[7] - Retail segment revenue amounted to HK$198.6 million, accounting for 90.7% of total revenue, with "Ulferts" and "Ulferts Signature" contributing HK$153.7 million[19] - Sales revenue from "at • home" stores increased significantly by 225.7% to HK$24.1 million, representing 12.1% of total retail revenue[19] - The Group operates multiple retail lines, including "Ulferts," "at • home," and "Ulfenbo," targeting various consumer segments from mid-range to high-end[39] - The "at • home" stores focus on compact furniture products suitable for small living spaces, catering to young couples and small families[39] Market Expansion and Strategy - The Group aims to strengthen its market presence and optimize its sales network amidst uncertain economic conditions[60] - The Group plans to enhance its sales revenue by adjusting product coverage and increasing promotional efforts, while also exploring online business opportunities due to public health concerns[59] - During the year, the Group opened new stores in Kowloon Bay, Tin Shui Wai, and Tsuen Wan to expand market coverage[46] Leadership and Management - The Group's Executive Director and CEO, Ng Koon Keung, has over 25 years of experience in retail and business development, having joined the Group in January 2014[68] - The Group's COO, Mok Fung Lin, has over 17 years of corporate management experience, focusing on operational management and policy implementation since joining in July 2011[71] - The Group's Executive Director, Fan Man Seung, has over 31 years of corporate management experience, overseeing overall corporate management and business strategy since July 1992[72] - The Group's financial management is overseen by Huang Zhi Hui, who has been involved since 1992 and has extensive experience across various sectors including retail and property investment[67] - The Group has a strong leadership team with diverse backgrounds in retail, marketing, and corporate governance, enhancing its strategic planning capabilities[69] Corporate Governance - The Company is committed to high standards of corporate governance, ensuring accountability, responsibility, and transparency towards stakeholders[172] - The Board comprises seven Directors, including four Executive Directors and three Independent Non-Executive Directors, ensuring a diverse skill set relevant to the Group's management[175] - The Company fully complied with all code provisions of the Corporate Governance Code during the Year[173] - All Independent Non-executive Directors (INEDs) have confirmed their independence, and the Board considers them independent based on the annual review conducted by the Nomination Committee[185] Awards and Recognition - The Group was recognized for service excellence, receiving multiple awards in 2019 for its retail services in the furniture and home accessories category[48] - The Group has received multiple awards for quality service, including the "Best Service Retailer in Furniture and Home Products" in 2019[49] Economic Challenges - The ongoing pandemic and Sino-US trade war are expected to negatively impact the global economy, leading to a decline in local market demand for home furniture[58] - The Group will implement working capital management and cost-control measures to navigate the challenging market conditions[61]

Financial Performance - Total revenue for the six months ended September 30, 2019, was HKD 113.8 million, a slight increase from HKD 108 million in 2018, representing a growth of approximately 2.5%[3] - The net loss for the period was HKD 10.3 million, compared to a net loss of HKD 7.2 million in the previous year, indicating a deterioration in financial performance[7] - The group reported a loss before tax of HKD 10,324,000 for the six months ended September 30, 2019, compared to a loss of HKD 7,215,000 in the previous year, indicating a worsening financial performance[32] - The company experienced a total comprehensive loss of HKD (10,324,000) for the period, contributing to a retained loss of HKD (10,227,000) as of September 30, 2019[40] - The company reported a net cash outflow from operating activities of HKD (4,855,000) for the six months ended September 30, 2019, compared to HKD (151,000) for the same period in 2018[43] Revenue Breakdown - Retail segment revenue reached HKD 105.2 million, accounting for 92.5% of total revenue, compared to 93.6% in 2018[7] - Revenue for the six months ended September 30, 2019, was HKD 113,796,000, an increase of 5.3% from HKD 107,995,000 in the same period of 2018[82] - Retail furniture sales contributed HKD 105,247,000, up from HKD 101,116,000, reflecting a growth of 4.1% year-over-year[82] - Engineering project sales and consulting services increased significantly to HKD 3,078,000 from HKD 822,000, marking a growth of 274.4%[82] Assets and Liabilities - Cash and cash equivalents as of September 30, 2019, were HKD 55.4 million, down from HKD 59.5 million as of March 31, 2019[9] - Total non-current assets amounted to HKD 107,558,000, a significant increase from HKD 48,303,000 as of March 31, 2019[35] - Current assets decreased to HKD 114,357,000 from HKD 126,232,000, with cash and cash equivalents at HKD 55,400,000, down from HKD 59,469,000[35] - Total current liabilities rose to HKD 80,195,000 from HKD 56,038,000, primarily due to an increase in lease liabilities[35] - The company’s total non-current liabilities increased to HKD 41,610,000 from HKD 6,827,000, reflecting the impact of new accounting standards[37] Retail Operations - The retail division's revenue from "Ulferts" and "Ulferts Prestige" stores totaled HKD 82.9 million, maintaining the same sales level as the previous year, representing 78.7% of total retail revenue[7] - The company has a total of 20 retail points in Hong Kong, including 18 stores and 2 department store counters[6] - The company plans to enhance its product mix and strengthen the sales channels for its "Ulferts" brand, with a focus on increasing brand awareness[14] - The company plans to enhance its "at • home" retail line to cater to the demand for small living spaces, expanding its network to Kowloon Bay MegaBox[29] Marketing and Brand Strategy - The group is implementing a diversified marketing strategy, including television and print advertising, to enhance brand awareness and drive long-term growth[24] - The company has established several online shopping platforms to expand market coverage[6] - The company has been recognized as a "Quarterly Service Leader" in the furniture and home goods category by the Hong Kong Retail Management Association for two consecutive quarters in 2019[22] Accounting Standards and Financial Reporting - The adoption of HKFRS 16 resulted in an increase of lease liabilities by HKD 83,909,000 as of April 1, 2019[66] - The right-of-use assets increased by HKD 78,333,000, reflecting the impact of the new accounting standard[65] - The total liabilities increased by HKD 79,569,000 due to the transition to HKFRS 16[66] - The new accounting policy for right-of-use assets will be measured at cost less accumulated depreciation and any impairment losses[70] Market Conditions - The ongoing trade tensions and local social unrest are expected to continue impacting market demand for furniture, leading to a cautious market outlook[26] Governance and Compliance - The company has complied with all code provisions of the Corporate Governance Code during the reporting period[116] - The company’s board of directors consists of four executive directors and three independent non-executive directors as of the report date[121] - The company’s financial statements for the period have not been reviewed or audited by its auditor, but have been reviewed by the audit committee[121]

Financial Performance - Revenue for the year ended March 31, 2019, was HK$242,959,000, a decrease of 6% from HK$258,553,000 in 2018[8] - Gross profit for the same period was HK$152,264,000, down from HK$163,922,000, reflecting a decline of approximately 7%[8] - The company reported a net loss of HK$3,978,000 for the year, compared to a profit of HK$8,477,000 in the previous year[8] - Earnings before interest, tax, depreciation, and amortization (EBITDA) decreased significantly to HK$5,977,000 from HK$21,330,000, indicating a decline of about 72%[8] - The Group's total revenue decreased to HK$243.0 million for the year ended 31 March 2019, down from HK$258.6 million in 2018, reflecting a decline of approximately 6.2%[18] - Retail segment revenue amounted to HK$226.8 million, accounting for 93.3% of the Group's total revenue, compared to 92.6% in the previous year[18] - Gross profit decreased to HK$152.3 million, with a gross profit margin of 62.7%, down from 63.4% in 2018[18] - The Group recorded a net loss of HK$4.0 million for the year, a significant decline from a net profit of HK$8.5 million in 2018, indicating a turnaround from a net loss of HK$7.2 million in the first half of the year[19] Cash Flow and Financial Position - Cash and cash equivalents as of 31 March 2019 were HK$59.5 million, down from HK$83.4 million in 2018[24] - Bank borrowings decreased significantly to HK$4.0 million, resulting in a gearing ratio of 3.6%, down from 17.1% in the previous year[24] - The Group's current assets and current liabilities were approximately HK$126.2 million and HK$56.0 million, respectively, resulting in a current ratio of 2.3[25] - The net proceeds from the IPO in January 2018 were approximately HK$92.6 million, with actual utilization up to 31 March 2019 totaling HK$55.3 million[32] - Capital expenditure for opening "at • home" retail stores was HK$34.2 million, with actual use at HK$20.8 million[33] - The Group has available un-utilised banking facilities of approximately HK$79.3 million, providing flexibility for future development[24] Retail Operations and Product Offerings - As of March 31, 2019, the Group operated 20 points-of-sale in Hong Kong, including 18 stores and 2 department store counters[11] - The company has introduced a new retail line "at • home," targeting modern families with compact furniture solutions[11] - "Ulfenbo" products are distributed through over 200 dealers and various online shopping platforms, enhancing market coverage[11] - The Group offers more than 50 furniture brands across its showrooms, including international brands like Himolla and Gamma[38] - The "Dormire" specialty stores focus on enhancing the sleep experience for mass market consumers, with two new stores opened during the year[39] - The Group's diverse product portfolio includes mattresses, pillows, and other ancillary items under the "Ulfenbo" label, catering to various customer needs[42] Market Strategy and Future Outlook - The company aims to transform living spaces into ideal homes, targeting middle to high-income groups with its product offerings[11] - The Group is cautiously optimistic about the long-term outlook due to the continuous upward trend of GDP in China and resilient local property demand[51] - The Group plans to enhance market differentiation by introducing innovative products and expanding various sales channels[52] - A corner focusing on Italian tailor-made furniture has been established to capture demand for ultra-luxury, custom-made furniture[52] - The Group aims to solidify its market presence by expanding in the high-range and mid-range sectors[52] - The Group continues to seek potential locations for expanding its retail network[51] Corporate Governance and Management - The Group's overall management and strategic planning are overseen by the Executive Director and CEO, who has over 25 years of experience in retail and business development[62] - The Chief Operating Officer has been with the Group since July 2011, focusing on operational management and policy implementation, with over 16 years of corporate management experience[64] - The Group's Executive Director has been involved in management since July 1992, overseeing corporate management and business strategy, with over 30 years of diversified experience[65] - The Independent Non-executive Director has over 26 years of accounting experience and serves as the Chairperson of the Audit Committee[69] - The Company has adopted various policies to ensure compliance with corporate governance standards, emphasizing accountability, responsibility, and transparency[145] - The management is led by the Executive Committee, which comprises all Executive Directors and is responsible for day-to-day operations and key business decisions[160] Board Structure and Committees - The Board consists of seven Directors, including four Executive Directors and three Independent Non-executive Directors (INEDs) as of March 31, 2019[148] - The Audit Committee consists of three Independent Non-Executive Directors (INEDs) and held three meetings during the year[188][190] - The Remuneration Committee consists of three members, including two INEDs[193] - The Nomination Committee conducted two meetings during the year, focusing on the structure, size, and diversity of the Board[200] - The Company maintains a clear written terms of reference for all Board Committees[188] Shareholder Information and Dividends - No interim dividend was paid to shareholders during the Year, compared to HK$72,000,000 (HK$0.12 per share) in 2018[77] - The Directors did not recommend the payment of a final dividend for the Year[77] - As of March 31, 2019, the Company had no reserves available for distribution to shareholders, consistent with 2018[79] - As of March 31, 2019, the substantial shareholder AY Investments Holdings held 600,000,000 ordinary shares, representing 75% of the issued voting shares[100] Connected Transactions and Compliance - The total amount for the Master Agreement with AY Holdings was HK$1,168,000 for the year[119] - The Company complied with the disclosure requirements under Chapter 14A of the Listing Rules for the connected transactions[125] - The independent non-executive directors confirmed that the continuing connected transactions were conducted in the ordinary course of business and on normal commercial terms[124] - The auditor issued an unqualified letter regarding the Group's non-exempt continuing connected transactions[123]