创建集团控股(01609) - 2023 - 年度业绩

Company Overview and Performance Summary This section summarizes the company's annual financial performance and balance sheet position Financial Performance Summary The Group achieved a 42.2% revenue growth from continuing operations and swung to a profit of HKD 21.103 million for the year ended March 31, 2023 Consolidated Income Statement Key Data (Continuing Operations) | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 489,525 | 344,173 | +42.2% | | Gross Profit | 54,943 | 45,617 | +20.4% | | Profit/(Loss) for the Year | 21,103 | (22,709) | Swung to Profit | | Basic Earnings Per Share (HK Cents) | 2.12 | (2.11) | Swung to Profit | - The Board does not recommend any dividend for the years ended March 31, 2023 and 2022[24][47] - In FY2022, discontinued operations recorded a significant HKD 136 million loss, primarily from the three disposed business segments: new energy vehicles and logistics, remittance and foreign exchange services, and property development[100][28] Balance Sheet Position As of March 31, 2023, the Group's total assets and equity slightly increased, with strong net current assets indicating robust short-term solvency Consolidated Statement of Financial Position Summary | Metric | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Non-current Assets | 9,715 | 9,606 | | Current Assets | 726,503 | 693,620 | | Current Liabilities | 131,749 | 115,990 | | Net Assets | 604,159 | 583,302 | | Total Equity | 604,159 | 583,302 | - As at March 31, 2023, the company's current ratio (current assets/current liabilities) was 5.5 times, compared to 6.0 times in the prior year, with the Board deeming working capital levels sufficient for future operations[52] Business and Financial Review This section provides a detailed review of the Group's core business operations, financial performance, regulatory status, and corporate governance Business Review The Group's core businesses are concrete pouring and loan financing, with the former adopting an asset-light strategy and the latter contributing new revenue streams - The Group's principal businesses are: (i) providing concrete pouring and ancillary services for building and infrastructure projects; and (ii) providing loan financing services in Hong Kong[17] - The concrete pouring business adopts an asset-light strategy, having been awarded 27 construction projects with a total contract value of approximately HKD 1.2243 billion by year-end[17][18] - The loan financing business, as a new revenue source, contributed approximately HKD 9 million in revenue this year[20] Financial Review The Group's revenue from continuing operations grew significantly, achieving profitability due to increased concrete business, government subsidies, and reduced impairment losses, maintaining a strong financial position - Revenue from continuing operations increased by 42.2% year-over-year to HKD 489.5 million, primarily driven by a 45.3% surge in concrete pouring business revenue to HKD 480.5 million[44] - Gross profit was approximately HKD 54.9 million, but the gross profit margin decreased from 13.3% in the previous year to 11.2% this year[200][201] - The Group swung to profitability this year, primarily attributable to: (i) increased revenue and profit from the concrete business; (ii) receipt of approximately HKD 6.5 million in government employment support scheme subsidies; and (iii) a significant reduction in net impairment loss on financial assets by approximately HKD 24.2 million[46] Liquidity and Capital Structure | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash and Bank Balances | HKD 203.5 million | HKD 200.4 million | | Borrowings | Nil | Nil | | Current Ratio | 5.5 times | 6.0 times | | Gearing Ratio | 0.7% | 1.4% | Listing Status and Regulatory Matters The company's shares remain suspended from trading due to the SEHK's reverse takeover ruling, requiring compliance with resumption guidance for trading to resume - The company's shares have been suspended from trading on the SEHK since May 13, 2022[65][74] - The SEHK determined that the company's 2021 disposals and prior acquisitions constituted a reverse takeover, aiming to circumvent new listing requirements, a decision upheld by both the Listing Committee and Listing Review Committee[61][62][66][68] - The SEHK has issued resumption guidance, requiring the company to comply with relevant listing rules and disclose all material information for investor evaluation[69] Post-Reporting Period Events Subsequent to the reporting period, the Board proposed a share repurchase offer on April 28, 2023, potentially leading to the disposal of a wholly-owned subsidiary - On April 28, 2023, the Board proposed to repurchase and cancel up to 120 million shares, representing approximately 10.96% of the issued share capital[76] - The consideration for the repurchase offer is shares in the wholly-owned subsidiary, Guoyao Holdings Limited, which, if fully accepted, would constitute a de facto disposal of Guoyao[76] Corporate Governance The company largely complied with the Corporate Governance Code, though the Chairman and CEO roles remained unseparated, with robust risk management systems in place - The company deviated from Corporate Governance Code provision A.2.1, as the roles of Chairman and Chief Executive Officer are not separated, with the CEO position vacant since November 2021[82][84] - The Audit Committee, comprising three independent non-executive directors, approved the consolidated annual financial statements for the current year[86][87] - The Board is responsible for establishing and reviewing risk management and internal control systems, with external consultants conducting annual reviews that identified no material issues[89][93] Notes to the Consolidated Financial Statements This section provides detailed disclosures on segment information, discontinued operations, and key financial statement line items including receivables, contract balances, and share capital Segment Information The Group's continuing operations are segmented into concrete pouring and loan financing, with concrete pouring being the primary revenue and profit driver, all from Hong Kong Segment Revenue and Results (Continuing Operations - For the Year Ended March 31, 2023) | Segment | Revenue from External Customers (HKD Thousands) | Segment Profit (HKD Thousands) | | :--- | :--- | :--- | | Concrete Pouring | 480,543 | 32,910 | | Loan Financing | 8,982 | 8,912 | | Subtotal | 489,525 | 41,822 | - The Group's operating and reportable segments are: (i) concrete pouring and other ancillary services in Hong Kong; and (ii) loan financing in Hong Kong[189] - All revenue and non-current assets from continuing operations are located in Hong Kong[157] Discontinued Operations In FY2022, the Group terminated three business segments, including new energy vehicles and real estate development, resulting in a total loss of HKD 136 million for the year - Between October 2021 and February 2022, the Group disposed of three business segments: new energy vehicles and logistics, remittance and foreign exchange, and property development, which were classified as discontinued operations[25][26][178] Discontinued Operations Loss Analysis (For the Year Ended March 31, 2022) | Business Segment | Loss for the Year (HKD Thousands) | | :--- | :--- | | New Energy Vehicles and Logistics and Finance Lease Services | (67,065) | | Remittance and Foreign Exchange Services | (6,596) | | Property Development | (62,809) | | Total | (136,470) | Loans and Interest Receivables Net loans and interest receivables decreased to HKD 147.3 million as of March 31, 2023, with a significant portion being unsecured and an overdue loan secured by industrial property Loans and Interest Receivables | Item | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Loans Receivable | 140,508 | 155,000 | | Interest Receivable | 7,575 | 8,645 | | Loss Allowance | (809) | (739) | | Net | 147,274 | 162,906 | - Approximately HKD 60 million in loans receivable are overdue, secured by a first legal charge over Hong Kong industrial property, with an annual interest rate of 12%[184][193] - Approximately HKD 76.61 million in loans receivable are unsecured, bearing annual interest rates ranging from 6% to 12%[30] Trade and Other Receivables Total trade and other receivables reached HKD 300.2 million, including a significant amount from the Grenada government with a recognized impairment loss Composition of Trade and Other Receivables | Item | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Net Trade Receivables | 161,856 | 129,029 | | Net Other Receivables | 138,337 | 143,537 | | Total | 300,193 | 272,566 | - Due to the Grenada government's termination of a land acquisition agreement, funds are refundable to the Group, with an estimated recoverable amount of approximately HKD 129 million and an accumulated impairment loss of approximately HKD 26.5 million recognized[33] - The Group has recognized a loss allowance of HKD 6.472 million for trade receivables, compared to nil in the prior year[186][196] Contract Assets and Liabilities Contract assets significantly increased to HKD 79.44 million, primarily from construction, while contract liabilities substantially decreased, reflecting changes in performance obligations Contract Assets and Liabilities Balances | Item | 2023 (HKD Thousands) | 2022 (HKD Thousands) | | :--- | :--- | :--- | | Contract Assets - Construction | 79,438 | 55,715 | | Contract Liabilities - Construction | 4,823 | 16,747 | - Contract assets increased by HKD 276 million from operations during the year, with HKD 252 million of contract assets transferred to receivables[3] Share Capital As of March 31, 2023, the company's issued and fully paid ordinary share capital remained unchanged at HKD 10.954 million, with no new shares issued during the period Share Capital Structure | Item | Number of Shares | Amount (HKD Thousands) | | :--- | :--- | :--- | | Authorized Ordinary Shares | 2,000,000,000 | 20,000 | | Issued and Fully Paid Ordinary Shares (as at March 31, 2023) | 1,095,388,000 | 10,954 | - Due to the vendor's failure to fulfill conditional agreement terms, the Group did not release 101,973,340 consideration shares, which remained uncancelled as of the reporting period end[10]