中国新消费集团(08275) - 2024 - 年度财报

Company Information The report details company information, including board and committee members, noting multiple changes during the period - The report details the company's basic information, including board and committee members, company secretary, auditors, and legal advisors, noting multiple changes during the reporting period[3][4][5] Executive Directors' Report The report highlights improved performance due to higher construction project gross margins despite a challenging environment, with future focus on cost control, talent development, and diversification into crude oil trading and financial services - During the reporting year, the Group's gross profit margin from construction projects increased, leading to a slight improvement in performance, but the overall operating environment remained challenging[7] - Future strategies will focus on two main areas: strict cost control and improved operational efficiency, and dedicated talent development[7][8] - The Group is actively seeking business diversification, planning to expand into crude oil trading and financial services to broaden revenue streams[8][10] Management Discussion and Analysis Business Review and Outlook The Group, primarily in foundation works, returned to profitability with 8.4 million HKD net profit due to cost control and investment gains, and plans future investments in efficiency and financial services diversification - In the reporting year, net profit attributable to owners was approximately 8.4 million HKD, compared to a net loss of approximately 26.8 million HKD in the prior year[15] - The profit was primarily attributable to: (i) effective cost control in construction projects leading to increased gross profit; (ii) increased gains from disposal of equity investments; (iii) partially offset by increased salaries and legal professional fees[15][28] - The Group will expand its financial services business, with its wholly-owned subsidiary Golden Stone Credit Limited having obtained a money lender's license on May 30, 2024[16] Financial Review The Group's financial performance significantly improved, with revenue increasing to 140 million HKD and gross profit turning from a 7.0 million HKD loss to a 34.9 million HKD profit, resulting in 8.4 million HKD net profit attributable to owners Key Financial Performance Indicators | Metric | 2024 (thousand HKD) | 2023 (thousand HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 140,000 | 135,100 | +3.6% | | Cost of Sales | 105,000 | 142,100 | -26.1% | | Gross Profit / (Loss) | 34,900 | (7,000) | +598.6% | | Gross Profit Margin | 25.0% | -5.2% | +30.2 percentage points | | Administrative Expenses | 29,100 | 20,100 | +45.2% | | Profit / (Loss) Attributable to Owners | 8,400 | (26,800) | Turned loss into profit | Share Capital Structure, Liquidity and Financial Resources The Group significantly enhanced liquidity through capital operations, increasing bank and cash balances to 41.5 million HKD and total equity to 123.4 million HKD, while reducing total liabilities to 4.0 million HKD and improving the gearing ratio to 3.3% Key Financial Position Indicators | Metric | March 31, 2024 (thousand HKD) | March 31, 2023 (thousand HKD) | | :--- | :--- | :--- | | Bank and Cash Balances | 41,500 | 5,500 | | Total Equity Attributable to Owners | 123,400 | 72,600 | | Total Liabilities | 4,000 | 7,500 | | Gearing Ratio | 3.3% | 10.3% | - Net proceeds from the 2023 rights issue were approximately 33.5 million HKD, of which 18.5 million HKD originally designated for expanding the foundation business was re-allocated to develop financial services[39][42] - Net proceeds from the 2023 placing of new shares, approximately 13.4 million HKD, were fully utilized as planned for oil trading business and general working capital[44][45] - The Group faces a potential default claim with a maximum exposure of approximately 33.8 million HKD, but the directors believe no provision is currently required[52] Other Operating Information The Group completed a discloseable transaction by selling shares in Guomao Holdings for 14.83 million HKD, employed 83 staff with 48.6 million HKD in staff costs, and did not recommend a final dividend - In November 2023, the Group disposed of shares in Guomao Holdings Limited (8428.HK) for a total consideration of approximately 14.83 million HKD[58] - As of March 31, 2024, the Group had a total of 83 employees (76 last year), with total staff costs of approximately 48.6 million HKD (44.5 million HKD last year)[59] - The Board did not recommend the payment of a final dividend for the reporting year[62] Biographical Details of Directors and Senior Management This section details the professional backgrounds of the company's directors and senior management, highlighting their diverse expertise in areas such as investor relations, corporate finance, law, and construction - Executive Director Ms. Liao Jingwen, 35, holds a Bachelor of Psychology and an MBA, with extensive experience in investor relations, public relations, and blockchain development[65] - Independent Non-executive Director Mr. He Dingding is a Chartered Financial Analyst with over 19 years of experience in capital markets and corporate finance[66] - Independent Non-executive Director Mr. Wu Jianlong has over 32 years of experience in the construction and engineering industry[72] Corporate Governance Report Corporate Governance Practices and the Board The company maintains high corporate governance standards, complying with GEM Listing Rules, with a Board comprising one executive and three independent non-executive directors, and has purchased liability insurance for its directors and senior management - During the reporting year, the company complied with all applicable code provisions contained in the Corporate Governance Code[82] - The Board comprises 1 executive director and 3 independent non-executive directors, with independent non-executive directors accounting for over one-third, meeting Listing Rule requirements[93] - Former Chairman Mr. Tang Guiliang resigned on December 29, 2023, and the company is seeking a suitable candidate to fill the chairman vacancy[98] Board Committees The company has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors with defined responsibilities for financial oversight, remuneration policy, and board composition - The Audit Committee, chaired by Mr. He Dingding, is responsible for reviewing financial information, internal control procedures, and risk management systems[108] - The Remuneration Committee, chaired by Mr. Wu Jianlong, is responsible for recommending remuneration policies for directors and senior management to the Board[104] - The Nomination Committee, chaired by Ms. Chen Zixi, is responsible for reviewing Board composition, independence, and recommending new director candidates[105] Risk Management and Internal Control The Board oversees the Group's internal control and risk management systems, conducting annual reviews, and has established risk mitigation and anti-corruption policies, opting for external professional review over an in-house internal audit function due to cost-effectiveness - The Board confirms its full responsibility for overseeing internal control and risk management systems, reviewing their effectiveness at least annually[140] - The Group has adopted anti-corruption and whistleblowing policies, with their effectiveness reviewed annually by the Audit Committee[142][144] - The Group has not yet established an internal audit function, deeming it more cost-effective to appoint external independent professionals for this role, and will review this need annually[148] Environmental, Social and Governance Report ESG Governance and Strategy The Group integrates ESG principles into its strategy, with Board oversight, focusing on its Hong Kong piling business, identifying business ethics, regulatory management, and systemic risk as key issues, and aligning with SDG 3 - The Board bears ultimate responsibility for the Group's ESG strategy and reporting, having established an ESG working group led by directors to assist with implementation[167] - Materiality assessment identified three key issues: business ethics and anti-corruption, legal and regulatory environment management, and systemic risk management[182][186] - The Group identified United Nations Sustainable Development Goal SDG 3 (Good Health and Well-being) as the most relevant objective to its business[184] Environmental Sustainability The Group aims to reduce environmental impact and comply with regulations, noting increased emissions and resource consumption due to business recovery, and has begun assessing climate change physical risks while setting reduction targets Environmental Performance Indicators | Emissions and Resource Consumption | FY2023/2024 | YoY Change | | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | 2,860.51 tonnes of CO2e | +32.44% | | Non-hazardous Waste | 166.00 tonnes | +50.91% | | Electricity Consumption | 51.97 MWh | +26.95% | | Diesel Consumption | 1,058,171.00 liters | +32.51% | | Total Water Consumption | 1,129.00 cubic meters | +46.81% | - The Group considers rising average temperatures and extreme weather events as major physical risks affecting future site operations and is in the preliminary stages of developing mitigation plans[224] Social Sustainability The Group prioritizes employee welfare, health, and safety, adhering to labor laws, with no work-related fatalities in three years, while also focusing on local, risk-assessed suppliers and maintaining a zero-tolerance anti-corruption policy - The Group strictly complies with labor laws such as the Employment Ordinance, prohibiting child and forced labor[252] - Health and Safety: Zero work-related fatalities in the past three years; during the reporting year, four workers were injured, resulting in 429 lost workdays[248] - Supply Chain Management: Collaborates with 56 suppliers in Hong Kong, with green procurement policies covering approximately 80% of key suppliers[259] - Anti-corruption: During the reporting period, neither the Group nor its staff were involved in any concluded litigation cases concerning bribery, extortion, fraud, or money laundering[272] Directors' Report This report outlines the Group's principal activities in foundation engineering and machinery leasing, confirms no final dividend recommendation, details customer concentration with the largest client accounting for 40.8% of turnover, and affirms sufficient public float - The Group's principal activities are foundation contracting, specializing in bored piling and other foundation works, and machinery leasing[297] - The Board did not recommend the payment of a final dividend for the reporting year[305] - During the reporting year, revenue from the largest customer accounted for approximately 40.8% of total turnover, with the top five customers accounting for approximately 86.4%[320] - Based on public information and the directors' knowledge, the company maintained a public float of not less than 25% during the reporting year and up to the date of this report's publication[344] Independent Auditor's Report RSM Hong Kong issued an unmodified opinion on the Group's consolidated financial statements, highlighting key audit matters related to revenue and cost recognition for construction contracts and impairment of expected credit losses on receivables due to significant management judgment - Auditor RSM Hong Kong issued an unmodified opinion on the consolidated financial statements (true and fair view)[355] - Key Audit Matter One: Revenue and cost recognition for construction contracts, deemed critical due to significant management judgment and estimation regarding contract outcomes (e.g., forecast costs to complete, assessment of variations)[359][361] - Key Audit Matter Two: Impairment of expected credit losses for trade receivables, retention receivables, and contract assets, deemed critical due to the subjectivity of the assessment process and significant management judgment required[362][366] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2024, the Group achieved a significant turnaround, with revenue increasing to 140 million HKD, gross profit turning from a 7.0 million HKD loss to a 34.9 million HKD profit, and profit attributable to owners reaching 8.4 million HKD Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Item (thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 139,969 | 135,099 | | Gross Profit / (Loss) | 34,926 | (6,969) | | Operating Profit / (Loss) | 7,645 | (27,317) | | 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 As of March 31, 2024, the Group's financial position significantly strengthened, with total assets increasing to 169 million HKD, total liabilities decreasing to 45.4 million HKD, and total equity growing to 123.4 million HKD Consolidated Statement of Financial Position Summary | Item (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 | | Current Liabilities | 44,399 | 52,978 | | Non-current Liabilities | 923 | 3,197 | | Total Liabilities | 45,322 | 56,175 | | Net Assets | 123,381 | 72,290 | | Total Equity | 123,381 | 72,290 | Consolidated Statement of Cash Flows The Group's cash and cash equivalents increased by 36.0 million HKD, driven primarily by 44.7 million HKD net cash inflow from financing activities, despite net cash outflows from operating and investing activities Consolidated Statement of Cash Flows Summary | Item (thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | 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 Year End | 41,512 | 5,525 | Notes to the Consolidated Financial Statements The notes provide detailed explanations of accounting policies, key judgments, and estimates, highlighting significant changes in share capital structure and a contingent liability for a potential claim of 33.8 million HKD - Note 5 indicates that revenue recognition for construction contracts and impairment of receivables are key areas involving significant estimation uncertainty[491][495] - Note 32 details a series of complex share capital movements during the year, including capital reduction, rights issues, and placing of new shares[598][599][601] - Note 40 discloses that an indirect wholly-owned subsidiary faces a potential claim for breach of contract, with a maximum amount of approximately 33.8 million HKD, but the directors believe no provision is required[628] Financial Summary This section summarizes the Group's key financial data for the past five fiscal years, showing a return to profitability in 2024 after four years of losses, and equity attributable to owners reaching a five-year high Five-Year Financial Summary | Item (thousand HKD) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | 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) | | Equity Attributable to Owners of the Company | 123,381 | 72,622 | 50,526 | 54,766 | 62,616 |