中国新消费集团(08275) - 2024 - 年度业绩

Corporate Information This section provides the company's basic registration information and details significant changes in its board and key personnel Corporate Information Details This chapter provides the company's basic registration, board and committee members, and advisors, noting significant board changes during the period - Board member changes: Mr. Tang Gui-liang resigned as Chairman and Executive Director on December 29, 2023; Ms. Liu Jing-wen was re-designated from Independent Non-executive Director to Executive Director on the same day; Mr. Wu Jian-long was appointed as Independent Non-executive Director on the same day[9] - Company Secretary changes: Mr. Li Wen-tai was re-designated from Company Secretary to Joint Company Secretary on December 29, 2023, and Ms. Zheng Cheng-xin was appointed as Joint Company Secretary on the same day[9] Executive Directors' Report This report highlights improved performance through enhanced construction project gross margins and outlines future strategies focusing on cost control, talent development, and business diversification Executive Directors' Report Summary The report highlights improved performance through enhanced construction project gross margins and outlines future strategies focusing on cost control, talent development, and diversification into new business areas - Performance improvement: During the reporting year, the Group's gross profit margin on construction projects increased, leading to a slight improvement in performance[14] - Core strategies: The Group will focus on strict cost control, enhancing operational efficiency, strengthening project management, and cultivating talent[14][15] - Business expansion plans: The Group believes that crude oil trading and financial services businesses have good prospects, presenting excellent opportunities to expand and diversify operations and increase revenue sources[15][18] Management Discussion and Analysis This section provides a comprehensive review of the Group's financial performance, strategic outlook, liquidity, and other key financial information, highlighting a return to profitability and diversification efforts Business and Financial Review This section reviews the Group's core business of foundation works, highlighting a successful turnaround to profitability with increased revenue and significant gross profit margin improvement - The Group successfully turned losses into profits during the reporting year, recording a profit attributable to owners of approximately HKD 8.4 million, compared to a loss of HKD 26.8 million in the same period last year. The main reasons are: (i) increased gross profit due to improved cost control in construction projects; (ii) increased gains from disposal of equity investments; and (iii) increased administrative expenses due to higher salaries and professional fees[23][36] Financial Performance Summary | Financial Metric | FY2024 (thousand HKD) | FY2023 (thousand HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 139,969 | 135,099 | +3.6% | | Cost of Sales | (105,043) | (142,068) | -26.1% | | Gross Profit/(Loss) | 34,926 | (6,969) | +598.6% | | Gross Margin | 25.0% | -5.2% | Increase 30.2 percentage points | | Administrative Expenses | (29,117) | (20,058) | +45.2% | | Profit/(Loss) for the Year | 8,351 | (26,757) | Turned to profit | Outlook and Risks This section outlines the Group's future strategy of enhancing core business efficiency and diversifying into financial services, while identifying key operational risks including cost estimation and project payment recovery - The Group will actively seek potential business opportunities to expand revenue sources. Its newly established wholly-owned subsidiary, Golden Stone Credit Limited, obtained a money lender's license on May 30, 2024, and will expand into financial services[24] - Key risks include: inaccurate project cost estimation, unforeseen geological conditions, subcontractor performance issues, and recovery risks for progress payments and retention money[25] Liquidity, Capital Resources, and Financing Activities This section details the Group's liquidity management through operating cash, borrowings, and equity financing, highlighting a robust financial position as of March 31, 2024, and re-allocation of funds for business diversification Financial Position (as of March 31, 2024) | Financial Metric | Amount (million HKD) | | :--- | :--- | | Bank and Cash Balances | 41.5 | | Total Equity | 123.4 | | Total Liabilities | 4.0 | | Debt-to-Asset Ratio | 3.3% | - The use of proceeds from the 2023 rights issue changed, with approximately HKD 18.5 million originally planned for expanding foundation business capacity reallocated to develop financial services[50] Financing Activities | Financing Activity | Net Proceeds (million HKD) | Utilized as of 2024/3/31 (million HKD) | Remarks | | :--- | :--- | :--- | :--- | | 2022 Rights Issue | 42.3 | 38.6 | Remaining HKD 3.7 million to be used as planned | | 2023 Rights Issue | 33.5 | 12.1 | Remaining HKD 21.4 million to be used as per revised plan | | 2023 Share Placement | 13.4 | 13.4 | Fully utilized as planned | Other Financial Information This section covers contingent liabilities, capital commitments, significant investments, and employee information, noting a potential default claim, a discloseable equity disposal, and no final dividend recommendation - An indirect subsidiary of the Group faces a potential default claim dispute, with a maximum exposure of approximately HKD 33.8 million. It has not yet entered legal proceedings, and directors believe no provision is currently required[60] - In November 2023, the Group disposed of 16,300,000 shares in Guomao Holdings Limited for a total consideration of approximately HKD 14.83 million, constituting a discloseable transaction[66] - As of March 31, 2024, the Group had 83 full-time employees, an increase from 76 last year. The Board does not recommend paying a final dividend for the reporting year[67][70] Biographies of Directors and Senior Management This section provides detailed biographies of the company's directors and senior management, highlighting their diverse professional backgrounds and extensive experience Biographies of Directors and Senior Management This section provides detailed biographies of the company's executive directors, independent non-executive directors, and joint company secretaries, highlighting their diverse professional experience - Executive Director Ms. Liu Jing-wen, 35 years old, holds a Bachelor's degree in Psychology and an MBA, with extensive experience in investor relations, public relations, and blockchain development[73] - Independent Non-executive Director Mr. He Ding-ding is a Chartered Financial Analyst with over 19 years of experience in capital markets and corporate finance, and serves as a director in several Hong Kong listed companies[74][76] - Joint Company Secretaries Mr. Li Wen-tai and Ms. Zheng Cheng-xin are both senior certified public accountants with over 20 years of extensive experience in financial management, company secretarial, and auditing fields[82][86] Corporate Governance Report This report details the company's adherence to corporate governance principles, the structure and oversight of its board and committees, and its robust risk management and internal control frameworks Corporate Governance Practices and the Board This section details the company's adherence to GEM Listing Rules' Corporate Governance Code, board composition, and the ongoing search for a new Chairman - During the reporting period, the Company complied with all applicable code provisions contained in the Corporate Governance Code[91] - The Board currently has four members, including one executive director (Ms. Liu Jing-wen) and three independent non-executive directors (Mr. He Ding-ding, Ms. Chan Tsz-yan, Mr. Wu Jian-long), with independent non-executive directors comprising more than one-third, meeting Listing Rules requirements[100][103] - Following the resignation of former Chairman Mr. Tang Gui-liang, the Chairman position became vacant, and the Company is seeking a suitable candidate to fill the role[108] Board Committees This section details the Board's established committees—Remuneration, Nomination, and Audit—all chaired by independent non-executive directors, and highlights the Audit Committee's oversight of financial reporting and internal controls Board Committees | Committee | Chairman | Composition | | :--- | :--- | :--- | | Remuneration Committee | Mr. Wu Jian-long (INED) | 3 members, all INEDs | | Nomination Committee | Ms. Chan Tsz-yan (INED) | 3 members, all INEDs | | Audit Committee | Mr. He Ding-ding (INED) | 3 members, all INEDs | - The Audit Committee held four meetings during the reporting year, reviewing financial reports, internal control, and risk management systems, and concluded that the consolidated financial statements comply with accounting standards and are adequately disclosed[119] Risk Management and Internal Control This section details the Group's robust internal control and risk management systems, including risk identification, anti-corruption policies, and the Board's decision to use external experts for audit functions - The Board is fully responsible for overseeing the internal control and risk management systems, reviewing their effectiveness at least annually. The Audit Committee has reviewed the internal control review report issued by independent consultants and deemed the systems effective and adequate[154][161] - The Group adopted an anti-corruption policy and a whistleblowing policy in June 2023 to prevent, detect, and report bribery and corruption at all levels[156][159] - The Group has not yet established an internal audit function; the Board believes that given the Company's size, engaging external independent professionals for this function is more cost-effective and will review this need annually[163] Environmental, Social and Governance Report This report details the Group's commitment to ESG principles, outlining its governance structure, environmental performance, and social and operational practices, including employee welfare and anti-corruption measures ESG Governance and Strategy This section outlines the Group's ESG governance structure, strategic integration of ESG principles, identification of key material issues, and commitment to UN Sustainable Development Goal 3 - The Board leads the ESG strategy and has established an ESG working group responsible for implementation and evaluation[182] - Through materiality assessment, three most significant ESG issues were identified: business ethics and anti-corruption, legal and regulatory environment management, and systemic risk management (e.g., financial crises)[197][201] - The Group identified UN Sustainable Development Goal SDG 3 (Good Health and Well-being) as the most relevant to its business and is committed to achieving zero work-related fatalities[199][200] Environmental Sustainability This section details the Group's environmental performance, noting increased emissions and resource consumption due to business growth, outlining reduction targets, and addressing climate change-related physical risks Emissions and Resource Consumption | Metric | FY2023/24 | FY2022/23 | Trend | | :--- | :--- | :--- | :--- | | Total GHG Emissions (tonnes CO2e) | 2,860.51 | 2,159.87 | Increase 32.4% | | Non-hazardous Waste (tonnes) | 166.00 | 110.00 | Increase 50.9% | | Total Water Consumption (cubic meters) | 1,129.00 | 769.00 | Increase 46.8% | | Total Energy Consumption (MWh) | 11,377.83 | 8,588.17 | Increase 32.5% | - The Group set a short-term target: for FY2024/25, air pollutant, greenhouse gas, solid waste, and wastewater emissions will not exceed the FY2023/24 baseline[221] - The Group has identified potential physical risks from climate change, such as extreme weather events possibly leading to supply chain disruptions and increased operating costs, and has begun developing response plans[239][240] Social and Operational Practices This section details the Group's social and operational practices, including employee welfare, safety performance with zero fatalities but some injuries, robust supply chain management, and anti-corruption measures Employment and Safety Data (FY2023/24) | Metric | Data | | :--- | :--- | | Total Employees | 83 people | | Employee Turnover Rate | 67.47% | | Work-related Fatalities | 0 people | | Lost Workdays due to Injuries | 429 days | - The Group has established supplier selection and evaluation mechanisms, promotes green procurement, and collaborated with 56 local Hong Kong suppliers during the reporting year[270][274] - The Group has formulated anti-corruption and whistleblowing policies and provided anti-corruption training for directors. During the reporting period, there were no concluded corruption litigation cases[286][287] Directors' Report This report provides an overview of the company's principal business, financial highlights, dividend policy, and share capital changes, along with key statutory disclosures Directors' Report Summary This report outlines the company's principal business, financial summary, dividend policy, and share capital changes, highlighting customer concentration and public float maintenance - The principal business is bored piling and other foundation works, with no significant changes during the reporting year[312][313] - The Board does not recommend paying a final dividend for the reporting year[320] - High customer concentration: The largest customer accounted for 40.8% of total turnover, and the top five customers collectively accounted for 86.4%. Supplier concentration is relatively lower: The largest supplier accounted for 13.1% of total direct costs, and the top five suppliers collectively accounted for 45.9%[335] - The Company has maintained a public float of not less than 25% in accordance with the GEM Listing Rules[361] Independent Auditor's Report This report presents the independent auditor's unmodified opinion on the Group's consolidated financial statements, detailing key audit matters related to revenue recognition and impairment assessments Auditor's Report Summary This section presents the independent auditor's unmodified opinion on the Group's financial statements, highlighting key audit matters related to construction contract revenue recognition and impairment assessments - RSM Hong Kong, the auditor, issued an unmodified opinion on the financial statements[373] - Key Audit Matter One: Revenue and cost recognition for construction contracts and contract assets. This matter involves significant management judgment and estimation regarding the final outcome of contracts, including forecasting costs to complete, evaluating variations, and claims[377] - Key Audit Matter Two: Impairment of trade receivables, retention receivables, and contract assets based on expected credit loss. This matter involves significant management judgment when assessing based on the expected credit loss model, increasing the risk of error or management bias[379][384] Consolidated Financial Statements This section presents the Group's comprehensive financial statements, including the statement of profit or loss, financial position, changes in equity, cash flows, and detailed explanatory notes Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's operating results, highlighting a successful turnaround to profitability with increased revenue and significant gross profit improvement Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (thousand HKD) | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue | 139,969 | 135,099 | | Gross Profit/(Loss) | 34,926 | (6,969) | | Operating Profit/(Loss) | 7,645 | (27,317) | | Profit/(Loss) Before Tax | 7,127 | (27,886) | | Profit/(Loss) for the Year | 7,617 | (27,089) | | Profit/(Loss) Attributable to Owners of the Company | 8,351 | (26,757) | | Basic Earnings/(Loss) Per Share (HK cents) | 2.21 | (10.48) | Consolidated Statement of Financial Position This statement reflects the Group's financial position at period-end, showing increased total assets and equity, and decreased total liabilities, indicating an improved financial structure Consolidated Statement of Financial Position | Assets (thousand HKD) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Non-current Assets | 47,446 | 65,163 | | Current Assets | 121,257 | 63,302 | | Total Assets | 168,703 | 128,465 | | Liabilities and Equity (thousand HKD) | March 31, 2024 | March 31, 2023 | | Current Liabilities | 44,399 | 52,978 | | Non-current Liabilities | 923 | 3,197 | | Total Liabilities | 45,322 | 56,175 | | Total Equity | 123,381 | 72,290 | Consolidated Statement of Changes in Equity This statement details changes in shareholders' equity, showing a significant increase driven by capital reduction, rights issues, share placements, and comprehensive income for the year - Equity attributable to owners of the Company increased from HKD 72.62 million at the beginning of the year to HKD 123.0 million at year-end, an increase of approximately HKD 50.76 million[403] - Key drivers for the increase in equity include: shares issued from rights issue (HKD 35.28 million), shares issued from placement (HKD 14.08 million), and total comprehensive income for the year (HKD 3.91 million), partially offset by capital reduction, share premium reduction, and transaction costs[403] Consolidated Statement of Cash Flows This statement summarizes the Group's cash flows, showing net outflows from operating and investing activities, significantly offset by substantial inflows from financing activities, leading to a net increase in cash and cash equivalents Consolidated Statement of Cash Flows | Cash Flow (thousand HKD) | FY2024 | FY2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,346) | (19,843) | | Net Cash Used in Investing Activities | (6,376) | (18,521) | | Net Cash From Financing Activities | 44,709 | 39,549 | | Net Increase in Cash and Cash Equivalents | 35,987 | 1,185 | | Cash and Cash Equivalents at Beginning of Year | 5,525 | 4,340 | | Cash and Cash Equivalents at End of Year | 41,512 | 5,525 | Notes to the Consolidated Financial Statements These notes provide detailed explanations and supplementary information on accounting policies, estimates, asset/liability specifics, related party transactions, and post-reporting events, crucial for understanding the financial statements - Note 8: Revenue primarily derived from construction contracts (HKD 131.0 million) and machinery rental (HKD 8.82 million), all from the Hong Kong market[551] - Notes 21 & 22: Impairment provisions for trade receivables and contract assets are key management estimates. As of period-end, impairment provisions for trade receivables and retention receivables totaled HKD 15.37 million, and for contract assets, it was HKD 12.72 million[586][590] - Note 32: During the reporting period, the Company underwent multiple share capital changes, including capital reduction, share split, rights issue, and share placement, resulting in issued share capital changing from HKD 80.0 million (160 million shares) to HKD 4.8 million (480 million shares)[614][617] - Note 41: Subsequent to the reporting period, on April 25, 2024, the Company terminated its original share option scheme and adopted a new one[646] Financial Summary This section provides a five-year summary of the Group's key financial performance and position, highlighting a return to profitability in FY2024 and the highest equity level in five years Five-Year Financial Summary This section provides a five-year summary of the Group's key financial performance and position, highlighting a return to profitability in FY2024 and the highest equity level in five years Five-Year Financial Summary | Item (thousand HKD) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 139,969 | 135,099 | 146,737 | 141,791 | 86,999 | | Profit/(Loss) Before Tax | 7,127 | (27,886) | (42,331) | (14,466) | (13,908) | | Profit/(Loss) for the Year | 7,617 | (27,089) | (37,796) | (14,714) | (12,604) | | Assets and Liabilities | | | | | | | Equity Attributable to Owners of the Company | 123,381 | 72,622 | 50,526 | 54,766 | 62,616 |