LFG投资控股(03938) - 2024 - 年度财报

Company Information The report provides core company information including basic registration details, board and committee member lists, principal office addresses, share registrars, principal bankers, and auditors - The report provides core company information including basic registration details, board and committee member lists, principal office addresses, share registrars, principal bankers, and auditors[396] Financial Summary Presents key financial performance and position metrics over five fiscal years, including revenue, profit/loss, EPS, total assets, liabilities, and net assets | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | 2022 (Thousand HKD) | 2021 (Thousand HKD) | 2020 (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 94,173 | 46,873 | 78,145 | 108,152 | 105,254 | | Loss/(Profit) before income tax | (4,323) | (21,551) | (698) | 18,463 | 22,172 | | Loss/(Profit) for the year | (4,229) | (22,784) | (3,534) | 15,974 | 14,150 | | Basic loss/(earnings) per share | (1.0 HK cents) | (5.6 HK cents) | (0.8 HK cents) | 4.0 HK cents | 3.9 HK cents | | Assets and Liabilities | | | | | | | Total assets | 231,369 | 261,583 | 314,017 | 343,866 | 347,581 | | Total liabilities | 97,615 | 113,451 | 143,505 | 170,215 | 172,948 | | Net assets | 133,754 | 148,132 | 170,512 | 173,651 | 174,633 | Chairman's Statement The Chairman noted that despite the challenging Hong Kong capital market in FY2024 due to macroeconomic volatility and high interest rates, leading to a group loss, the market shows signs of recovery, and the company remains optimistic about the Hong Kong capital market's prospects, especially new opportunities from GEM listing reforms and virtual assets, aiming to diversify revenue and create long-term shareholder value - The Chairman noted that despite the challenging Hong Kong capital market in FY2024 due to macroeconomic volatility and high interest rates, leading to a group loss, the market shows signs of recovery, and the company remains optimistic about the Hong Kong capital market's prospects, especially new opportunities from GEM listing reforms and virtual assets, aiming to diversify revenue and create long-term shareholder value[4][369][373] Management Discussion and Analysis Provides a comprehensive review of the Group's operational and financial performance, liquidity, significant investments, and future outlook for the fiscal year Business Review In FY2024, the company's total revenue doubled, primarily driven by a significant increase in corporate finance advisory service income and a turnaround from loss to profit in investment funds, with corporate finance advisory remaining the core driver, accounting for 64.0% of total revenue; however, securities and financing services revenue declined due to reduced market trading and margin loan scale, while asset management scale significantly shrank, but investment funds improved, recording positive returns | Business Segment | FY2024 Revenue (Million HKD) | FY2023 Revenue (Million HKD) | Y-o-Y Change | Share of Total Revenue (FY2024) | | :--- | :--- | :--- | :--- | :--- | | Corporate Finance Advisory Services | 60.3 | 37.1 | +62.7% | 64.0% | | Securities and Financing Services | 19.7 | 29.0 | -32.1% | 20.9% | | Asset Management Services and Investment | 14.2 | (19.2) | turnaround from loss to profit | 15.1% | Corporate Finance Advisory Services This fiscal year, corporate finance advisory service revenue significantly increased by 62.7% year-on-year to HK$60.3 million, primarily driven by growth in financial and independent financial advisory services, with financial advisory projects contributing significantly despite a decrease in IPO sponsorship and compliance advisory projects and revenue | Service Type | FY2024 Revenue (Million HKD) | FY2023 Revenue (Million HKD) | FY2024 Projects | FY2023 Projects | | :--- | :--- | :--- | :--- | :--- | | IPO Sponsorship | 7.9 | 11.1 | 7 | 10 | | Financial and Independent Financial Advisory | 51.5 | 23.7 | 83 | 119 | | Compliance Advisory | 0.9 | 2.3 | 4 | 11 | Securities and Financing Services Affected by market conditions, securities and financing services performed weakly, with placing and underwriting revenue decreasing to HK$1.9 million due to smaller average transaction sizes, securities trading and brokerage revenue slightly declining to HK$6.7 million, and margin financing scale shrinking, with total outstanding balances falling to HK$85.4 million and interest income decreasing to HK$11.1 million - Total outstanding margin loan balances decreased from last year's HK$127.7 million to HK$85.4 million[18] - Placing and underwriting business revenue was approximately HK$1.9 million (2023: approximately HK$5.9 million), primarily due to a decrease in the average transaction size per project[410] Asset Management Services This fiscal year, assets under management significantly decreased, with the net asset value of funds under management and/or investment advisory falling to approximately US$4.5 million as of March 31, 2024 (compared to US$32.1 million last year); despite the reduction in scale, investment funds improved, recording a positive return of HK$9.3 million, a turnaround from a loss of HK$19.6 million in the prior year - The net asset value of funds under management and/or investment advisory decreased to approximately US$4.5 million (equivalent to approximately HK$34.7 million) as of March 31, 2024, compared to approximately US$32.1 million (equivalent to approximately HK$250.7 million) in the prior year[8][385] - Investment fund income was approximately HK$9.3 million, a turnaround from loss to profit compared to a loss of HK$19.6 million in the prior year, primarily due to improved performance of investment funds during the fiscal year[19] Financial Review This fiscal year, the Group's total revenue increased by 100.9% year-on-year to HK$94.2 million; however, increased staff costs by 26.7% and a significant rise in expected credit loss provisions for trade receivables pressured profits, though reduced finance costs and core business growth narrowed the loss attributable to owners from HK$22.7 million to HK$4.0 million | Financial Metric | FY2024 (Million HKD) | FY2023 (Million HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | 94.2 | 46.9 | +100.9% | | Staff Costs | 54.5 | 43.0 | +26.7% | | Expected Credit Loss on Trade Receivables | 11.2 | 2.6 | +330.8% | | Finance Costs | 1.9 | 4.0 | -52.5% | | Loss Attributable to Owners of the Company | (4.0) | (22.7) | loss narrowed | Liquidity, Financial Resources and Capital Structure As of March 31, 2024, the Group's financial position remained robust, with net current assets of approximately HK$125.0 million and a current ratio of 2.3 times, both at healthy levels; total debt decreased to HK$33.0 million, and the gearing ratio improved from 27.5% to 24.7%, with working capital primarily sourced from operating cash flow, bank borrowings, and capital payments | Metric | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Net Current Assets (Million HKD) | 125.0 | 135.8 | | Current Ratio (times) | 2.3 | 2.2 | | Total Cash and Bank Balances (Million HKD) | 51.3 | 31.0 | | Total Debt (Million HKD) | 33.0 | 40.7 | | Gearing Ratio (%) | 24.7 | 27.5 | Significant Investments The Group's primary significant investment is Lego Vision Fund SP (LVF), a fund it manages; as of March 31, 2024, the Group held approximately 48.73% of LVF's non-voting shares, valued at approximately HK$16.9 million, representing 7.4% of the Group's total assets, with the fund performing well this fiscal year, increasing its NAV per share by approximately 25.7% - The Group holds 28,807,172 non-voting shares in LVF, representing approximately 48.73% of the total, valued at approximately HK$16.9 million[28] - LVF's net asset value per share increased from US$59.9 to US$75.3, representing an overall return of approximately 25.7%[28] Prospects and Outlook Looking ahead, management anticipates a gradual but bumpy global and local economic recovery, facing challenges such as high interest rates and geopolitical tensions; the Group will maintain a prudent risk management strategy while actively expanding markets, seeking new opportunities in mainland China, Singapore, and globally, particularly in virtual assets and ESG, aiming to solidify its reputation as an integrated financial services platform and broaden its client base and revenue streams - The Group will enhance its marketing efforts to seek new business opportunities in Hong Kong, China, Singapore, and globally[31] - The Group will evaluate new opportunities arising from virtual asset centers and ESG developments, and formulate business strategies compliant with the latest regulatory requirements[31] - Due to market uncertainties, clients' fundraising and M&A decisions may be affected, potentially leading to reduced or delayed demand for the Group's services[57] Directors and Senior Management The report details the biographies of executive directors, independent non-executive directors, and senior management, including their age, tenure, professional qualifications, industry experience, and primary responsibilities within the Group, highlighting the core management team's extensive experience in finance, investment banking, accounting, and legal fields - The report details the biographies of executive directors, independent non-executive directors, and senior management, including their age, tenure, professional qualifications, industry experience, and primary responsibilities within the Group, highlighting the core management team's extensive experience in finance, investment banking, accounting, and legal fields[32][63][67] Directors' Report Details the Board's activities, dividend policy, use of listing proceeds, major customer analysis, directors' share interests, and share option schemes Dividends The Board has resolved not to declare any final dividend for the year ended March 31, 2024, consistent with the previous year - The Board resolved not to declare a final dividend for the year ended March 31, 2024 (2023: nil)[72] Use of Net Proceeds from Listing As of March 31, 2024, the entire net proceeds of approximately HK$99.1 million raised from the company's 2019 listing have been fully utilized as stated in the prospectus and subsequent announcements, primarily for increasing the underwriting business capital base, expanding the team, investing in new funds, and supplementing working capital - The net proceeds from the listing, approximately HK$99.1 million, have been fully utilized, with HK$56.3 million allocated to increasing the capital base for underwriting business[92][442] Major Customers This fiscal year, the Group's customer concentration decreased, with the top five customers collectively contributing 37.0% of total revenue, down from 43.3% in the previous year, while the largest single customer's contribution increased from 16.5% to 18.3% - The top five customers accounted for 37.0% of total revenue (2023: 43.3%)[76] - The largest single customer accounted for 18.3% of total revenue (2023: 16.5%)[76] Directors' Interests in Shares The report discloses the interests of directors and chief executives in the company's shares; Mr. Mui Ho Cheung, Chairman and CEO, holds approximately 76.44% of the company's shares through controlled corporations and beneficial ownership, making him the controlling shareholder, while other executive directors also hold minor interests through share option schemes | Director Name | Capacity/Nature of Interest | Number of Shares Interested | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Mui Ho Cheung | Controlled Corporation Interest | 299,492,188 (L) | 73.77% | | | Beneficial Owner | 10,858,070 (L) | 2.67% | | Mr. Liu Tsz Wai | Beneficial Owner | 1,039,298 (L) | 0.26% | | Mr. Ng Siu Hin | Beneficial Owner | 1,039,298 (L) | 0.26% | | Ms. Ho Sze Man | Beneficial Owner | 1,039,298 (L) | 0.26% | | Mr. Tang Chun Fai | Beneficial Owner | 389,737 (L) | 0.10% | Share Option Schemes The company has both pre-IPO and post-IPO share option schemes; the report details the terms, grants, exercise prices, and changes in unexercised options held by directors and employees for both schemes, with approximately 8.08 million options unexercised under the pre-IPO scheme and 8 million under the post-IPO scheme at fiscal year-end, and no options exercised during the fiscal year - Pre-IPO Share Option Scheme: As of March 31, 2024, 8,080,540 share options remained unexercised, with an exercise price of HK$0.6 per share[156][183] - Post-IPO Share Option Scheme: As of March 31, 2024, 8,000,000 share options remained unexercised, held by Chairman Mr. Mui Ho Cheung[1015] - No share options were exercised under either share option scheme during the fiscal year[158][197] Corporate Governance Report Outlines the Group's corporate governance framework, including board structure, committee functions, risk management, and internal control systems Board of Directors The Board of Directors comprises five executive directors and three independent non-executive directors, meeting listing rule requirements for independent non-executive director numbers and professional qualifications; during the reporting period, the Board held five meetings with 100% attendance, demonstrating high engagement, and the company has adopted a board diversity policy, committed to enhancing diversity in gender and professional background among board members - The Board of Directors comprises eight directors, including five executive directors and three independent non-executive directors[275] - During the fiscal year, the Board held five meetings, with 100% attendance from all directors[103] Board Committees The Board has three committees: Audit, Nomination, and Remuneration, all led by independent non-executive directors; the Audit Committee oversees financial reporting and internal controls, the Nomination Committee reviews board structure and nominates directors, and the Remuneration Committee sets compensation policies, with all committees holding meetings and fulfilling their duties during the reporting period, achieving 100% attendance - The Audit Committee, composed of three independent non-executive directors, held four meetings during the year, reviewing financial results, internal control systems, and considering the reappointment of external auditors[83][44] - The Nomination Committee, comprising one executive director and three independent non-executive directors, held one meeting during the year, reviewing the Board's structure, size, and diversity[46][47] - The Remuneration Committee, composed of three independent non-executive directors, held five meetings during the year, reviewing the remuneration of directors and senior management and the company's remuneration policy[306][291][309] Risk Management and Internal Control The Board is responsible for maintaining sound and effective internal control and risk management systems; this fiscal year, the company engaged an independent consulting firm to review the system's effectiveness, and both the Board and Audit Committee deem the Group's risk management and internal control systems effective and adequate, with no significant internal control deficiencies, and the company has also established an anti-corruption policy and whistleblowing mechanism - The Board is responsible for maintaining sound and effective internal control and risk management systems, and monitors them annually[293] - During the fiscal year, the company engaged an independent consulting firm to review the effectiveness of its risk management and internal control systems, which the Board deemed effective and adequate[312] Environmental, Social and Governance Report Presents the Group's commitment and performance in environmental protection, social responsibility, and governance, including ESG structure, environmental metrics, and social initiatives ESG Governance Structure The Board holds overall responsibility for the Group's sustainable development governance, overseeing ESG matters, risks, and performance targets related to operations; the company has assigned designated personnel from various functional departments to systematically manage ESG matters and report to the Board, ensuring effective implementation of risk management and internal control systems - The Board is fully responsible for the Group's sustainable development governance and oversees the potential impacts and risks of ESG matters[323] - The Group has assigned employees from various functional departments to systematically manage ESG matters and report to the Board[351] Environmental Aspects In environmental protection, the Group is committed to reducing its operational impact; this fiscal year, total greenhouse gas emissions decreased, but due to business normalization, exhaust gas emissions and non-hazardous waste (office paper) generation increased; the Group has developed a five-year emission reduction and energy saving plan and implemented various energy-saving and waste reduction measures | Environmental Performance Indicator | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (Scope 1 & 2) | tonnes of CO2e | 48.15 | 56.00 | | Total Non-Hazardous Waste (Paper) | tonnes | 0.65 | 0.31 | | Total Energy Consumption | MWh | 90.81 | 98.61 | Social Aspects In social responsibility, the Group prioritizes employee well-being, health and safety, development training, and labor standards, and is committed to supply chain and product responsibility; this fiscal year, total employees slightly decreased to 42, with a balanced gender ratio, and employee turnover significantly declined, with all employees receiving training and average training hours per employee increasing; the Group maintains a zero-tolerance stance on corruption and provided anti-corruption training to all directors and employees | Social Performance Indicator | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Employees | persons | 42 | 45 | | Employee Turnover Rate | % | 19.57 | 27.59 | | Percentage of Employees Trained | % | 100.00 | 100.00 | | Average Training Hours per Employee | hours | 10.22 | 7.71 | - During the fiscal year, all directors and employees of the Group each received approximately one hour of anti-corruption training[526] Independent Auditor's Report Contains the independent auditor's opinion on the consolidated financial statements and highlights key audit matters related to significant management judgments Audit Opinion BDO Limited, the auditor, issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2024, stating that they present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and are properly prepared in compliance with the Hong Kong Companies Ordinance - The auditor believes that the consolidated financial statements truly and fairly reflect the Group's consolidated financial position and its consolidated financial performance and consolidated cash flows for the year ended on that date, in accordance with Hong Kong Financial Reporting Standards[546] Key Audit Matters The auditor identified two impairment assessments of trade receivables as key audit matters due to significant management judgment and estimation involved, specifically: (1) impairment assessment of trade receivables from corporate advisory and other services; and (2) impairment assessment of trade receivables from securities margin financing services, for which the auditor performed procedures including evaluating impairment models, testing aging accuracy, checking collateral values, and post-period settlements - Key Audit Matter One: Impairment assessment of trade receivables from corporate advisory and other services, which requires significant judgment in assessing recoverability, involving service records, credit records, and estimated future cash flows[597][576] - Key Audit Matter Two: Impairment assessment of trade receivables from securities margin financing services, which requires significant judgment in assessing recoverability, involving financing records, credit records, relevant securities values, and estimated future cash flows[600][579] Consolidated Financial Statements Presents the Group's comprehensive financial statements, including the statement of profit or loss, financial position, and cash flows for the fiscal year Consolidated Statement of Profit or Loss and Other Comprehensive Income This fiscal year, the Group recorded total revenue of HK$94.2 million, a significant increase from HK$46.9 million last year; despite increased staff costs and other expenses, the loss before income tax narrowed from HK$21.6 million to HK$4.3 million due to core business growth, with the loss for the year ultimately improving significantly from HK$22.8 million to HK$4.2 million | Item (Thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenue | 94,173 | 46,873 | | Loss before income tax | (4,323) | (21,551) | | Loss for the year | (4,229) | (22,784) | | Loss for the year attributable to owners of the Company | (3,987) | (22,684) | Consolidated Statement of Financial Position As of March 31, 2024, the Group's total assets were HK$231.4 million, total liabilities HK$97.6 million, and net assets HK$133.8 million; compared to the prior year, both total assets and liabilities decreased, and net assets also reduced from HK$148.1 million, primarily reflecting the loss for the year, with key assets including trade receivables (HK$100.3 million) and cash and equivalents (HK$41.3 million) | Item (Thousand HKD) | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Total Assets | 231,369 | 261,583 | | Total Liabilities | 97,615 | 113,209 | | Net Assets | 133,754 | 148,132 | | Trade Receivables | 100,280 | 137,607 | | Cash and Cash Equivalents | 41,273 | 21,038 | | Bank Borrowings | 24,639 | 24,788 | Consolidated Statement of Cash Flows This fiscal year, the Group generated a net cash inflow of HK$42.3 million from operating activities, a significant improvement from last year's net outflow of HK$12.6 million, primarily due to working capital changes (especially reduced trade receivables); net cash outflow from investing activities was HK$1.4 million, and from financing activities was HK$20.7 million, mainly for dividend payments and lease liability repayments, with cash and cash equivalents increasing to HK$41.3 million at year-end | Item (Thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 42,330 | (12,573) | | Net cash used in investing activities | (1,350) | – | | Net cash used in financing activities | (20,745) | (13,420) | | Net increase/(decrease) in cash and cash equivalents | 20,235 | (25,993) | | Cash and cash equivalents at end of year | 41,273 | 21,038 |