海纳星空科技(08297) - 2020 - 年度财报

Company Information This chapter provides essential company details, including board members, committee compositions, company secretary, registered office, principal place of business, share registrar, principal bankers, compliance advisor, and auditor - This section details the company's foundational data, encompassing its board structure, committee memberships, and key administrative and advisory roles[4][5][8] Management Discussion and Analysis Business Review and Outlook The Group adjusted its retail network, opening 3 stores in Hong Kong and closing 5 elsewhere, maintaining a cautious outlook due to external uncertainties - The core business involves designing, manufacturing, and selling shaping functional lingerie under the 'Bodibra' brand[11] - During the year, the company opened 3 new retail stores in Hong Kong while closing 5 stores across mainland China, Macau, and Hong Kong, indicating a business network adjustment[12] - The company's outlook faces dual challenges from the COVID-19 pandemic and Hong Kong's uncertain political environment, with a future focus on cost and inventory management[13] Financial Review The Group's financial performance significantly deteriorated, with revenue and gross profit declining, pre-tax losses expanding, and no dividend recommended Key Financial Performance for FY2019-20 | Indicator | For the year ended March 31, 2020 (HK$ Million) | For the year ended March 31, 2019 (HK$ Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 62.5 | 72.9 | -14.3% | | Cost of Sales | 23.2 | 18.0 | +28.9% | | Gross Profit | 39.4 | 54.8 | -28.1% | | Loss Before Tax | (46.8) | (24.3) | +92.6% | | Loss Attributable to Owners of the Company | (46.8) | (24.4) | +91.8% | - The Board does not recommend the payment of a dividend for the year ended March 31, 2020[24] Financial Position and Liquidity The Group's financial position severely deteriorated, with assets decreasing, liabilities increasing, and equity turning negative, indicating significant liquidity pressure Financial Position Summary | Indicator | As of March 31, 2020 (HK$ Million) | As of March 31, 2019 (HK$ Million) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 80.4 | 118.5 | -38.1 | | Total Liabilities | 112.7 | 102.7 | +10.0 | | Equity Attributable to Owners | (32.3) | 15.8 | -48.1 | | Net Current Liabilities | (62.3) | (35.6) | -26.7 | | Cash and Bank Balances | 3.3 | 12.2 | -8.9 | Comparison of Business Objectives with Actual Progress Macroeconomic factors severely impacted the Group's business objectives, leading to suspended expansion plans and unfulfilled strategic initiatives - The original plan to open three retail stores in China and recruit additional sales staff was suspended for evaluation due to macroeconomic uncertainties[43] - Due to Hong Kong's unstable political environment and the COVID-19 pandemic, the Group laid off some production workers and designers, contrary to the original goal of enhancing production capacity[44] - Plans to enhance operational efficiency, such as upgrading the POS system and integrating IT systems, remain in the evaluation and planning stages, showing slow progress[44][45] Use of Proceeds from Listing The company fully utilized its HK$16.7 million net listing proceeds, reallocating funds from retail expansion to working capital, reflecting a strategic contraction Allocation and Utilization of Net Proceeds from Listing (HK$ Million) | Use | Original Allocation | Amount Utilized | Balance | | :--- | :--- | :--- | :--- | | Expanding Retail Network | 13.4 | 5.4 | – | | Enhancing Brand Awareness | 0.5 | 0.5 | – | | Increasing Production Capacity and Product Development Capabilities | 1.2 | 1.2 | – | | Improving Operational Efficiency | 1.4 | 1.4 | – | | Working Capital and Others | 0.2 | 8.2 | – | | Total | 16.7 | 16.7 | – | - The Board resolved on January 11, 2019, to reallocate approximately HK$8 million originally designated for retail network expansion to working capital and other general corporate purposes[48] Directors and Senior Management - This section details the biographies of the company's executive directors, independent non-executive directors, and senior management, highlighting key figures such as Executive Directors Mr. Tam Chak Chi and Mr. Hui Hok, and Financial Controller Mr. Fok Wai Hung, whose backgrounds span accounting, finance, manufacturing, and electronics[50][51][58] Corporate Governance Report Corporate Governance Practices The company adopted the Corporate Governance Code but deviated by not appointing a separate Chairman and Chief Executive, with roles jointly performed by executive directors - The company deviated from the Corporate Governance Code by not appointing a Chairman and Chief Executive, with their functions jointly performed by all executive directors, violating code provision A.2.1[61][73] - Some directors did not attend the Annual General Meeting held on August 14, 2019, deviating from code provision A.6.7[61] Board Committees The Board operates three committees—Audit, Nomination, and Remuneration—each with specific oversight responsibilities, detailed in the report - The Audit Committee, comprising three independent non-executive directors, held 4 meetings during the year, reviewing the effectiveness of financial statements, internal controls, and risk management systems[80][81] - The Nomination Committee held 1 meeting during the year, reviewing the board's structure, size, and composition, and making recommendations to the Board regarding the re-election and appointment of directors[86][87] - The Remuneration Committee held 1 meeting during the year, reviewing the remuneration of newly appointed directors and employee bonuses, and making recommendations to the Board[90] Risk Management and Internal Control The Board ensures sound risk management and internal control systems, utilizing external consultants for annual reviews, and deems existing controls adequate and effective - The company does not have an internal audit function; the Board is directly responsible for internal control and engages external professional consultants for annual reviews[101] - The Board believes that as of the date of this annual report, the existing internal control system covers all material controls, including financial, operational, and compliance controls, as well as risk management functions, and is reasonably effective and adequate[104] Environmental, Social and Governance Report Environment The Group is committed to environmental protection, focusing on efficient energy and resource utilization, with total greenhouse gas emissions significantly decreasing FY2020 Environmental Performance Indicators | Indicator | 2020 Data | Unit | | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | 165 | tonnes of CO2e | | - Scope 1: Direct Emissions | 28 | tonnes of CO2e | | - Scope 2: Indirect Emissions | 137 | tonnes of CO2e | | Total Energy Consumption | 311,983 | kWh | | Water Consumption | 518 | cubic meters | - During the year, the Group's greenhouse gas emissions significantly decreased to 165 tonnes of CO2e from 321.2 tonnes in 2019[137] Social The Group prioritizes fair employment, employee health and safety, and strict adherence to labor standards, with 132 employees and no work-related fatalities Employee Composition (as of March 31, 2020) | Category | Male | Female | Total | | :--- | :--- | :--- | :--- | | Number | 24 | 108 | 132 | | Percentage | 18% | 82% | 100% | - The employee turnover rate as of March 31, 2020, was 24%[163] - The Group strictly adheres to labor standards, prohibiting child and forced labor, and verifies employee identities through onboarding registration procedures[169] - The Group prohibits all forms of corruption, bribery, extortion, money laundering, or fraud, with no related legal cases during the review year[174][175] Report of the Directors - This report is a statutory disclosure document outlining the Group's principal activities, performance, and dividend policy, with the Board not recommending a dividend for the year ended March 31, 2020[182] - The Group's top five suppliers accounted for approximately 72.4% of total purchases, with the largest supplier representing about 40.6%, indicating a degree of supplier concentration risk[200] - Controlling shareholder Global Succeed Group Limited holds 75% of the company's issued share capital[223] - The company adopted a share option scheme in 2017, but no share options have been granted under the scheme as of the date of this report[228][232] Independent Auditor's Report - Significant Alert: Evergreen (Hong Kong) CPA Limited, the independent auditor, issued a Disclaimer of Opinion on the Group's consolidated financial statements[250] - The basis for the disclaimer is a material uncertainty related to going concern, as the Group incurred a loss of approximately HK$46.84 million for the year, with net current liabilities of approximately HK$62.31 million and net liabilities of HK$32.29 million at year-end, raising significant doubt about its ability to continue as a going concern, and the auditor could not obtain sufficient audit evidence to provide a basis for an audit opinion[251] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement details the Group's operating results, showing declining revenue and a sharp increase in loss attributable to owners, resulting in a basic loss per share Consolidated Statement of Profit or Loss Summary (HK$ Thousand) | Item | 2020 | 2019 | | :--- | :--- | :--- | | Revenue | 62,529 | 72,875 | | Gross Profit | 39,372 | 54,828 | | Operating Loss | (30,251) | (25,109) | | Impairment of Investments in Associates | (16,377) | – | | Loss Before Tax | (46,839) | (24,323) | | Loss for the Year Attributable to Owners of the Company | (46,839) | (24,418) | | Basic Loss Per Share (HK cents) | (9.76) | (5.09) | Consolidated Statement of Financial Position The Group's financial position severely deteriorated, with assets shrinking, liabilities increasing, and equity shifting to a net deficit position Consolidated Statement of Financial Position Summary (HK$ Thousand) | Item | As of March 31, 2020 | As of March 31, 2019 | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 38,386 | 52,004 | | Current Assets | 41,992 | 66,502 | | Total Assets | 80,378 | 118,506 | | Liabilities and Equity | | | | Current Liabilities | 104,300 | 102,083 | | Non-current Liabilities | 8,364 | 602 | | Total Liabilities | 112,664 | 102,685 | | Net (Liabilities) / Assets | (32,286) | 15,821 | | Total (Deficit) / Equity | (32,286) | 15,821 | Consolidated Statement of Cash Flows The Group's cash and cash equivalents decreased by HK$9.56 million net, with operating activities generating a net cash inflow, offset by a significant net cash outflow from financing Consolidated Statement of Cash Flows Summary (HK$ Thousand) | Item | 2020 | 2019 | | :--- | :--- | :--- | | Net Cash From / (Used In) Operating Activities | 1,573 | (15,953) | | Net Cash From / (Used In) Investing Activities | 652 | (42,333) | | Net Cash Used In Financing Activities | (11,785) | (1,166) | | Net Decrease in Cash and Cash Equivalents | (9,560) | (59,452) | | Cash and Cash Equivalents at Beginning of Year | 12,234 | 71,711 | | Cash and Cash Equivalents at End of Year | 3,269 | 12,234 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information for financial statement items, highlighting significant uncertainties regarding going concern, HKFRS 16 impact, substantial impairment losses, and significant contract liabilities - Going Concern Assumption (Note 2): The note explicitly states that as of March 31, 2020, the Group incurred a loss of approximately HK$46.84 million, with net current liabilities of approximately HK$62.31 million and net liabilities of HK$32.29 million, indicating material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern, with its effectiveness dependent on future profitability and external financial support[279] - Significant Impairment Losses: Several significant impairment losses were recognized this year, including: - Impairment of right-of-use assets: HK$11.54 million (Note 18) - Impairment of investments in associates: HK$16.38 million (Note 19) - Impairment of property, plant and equipment: HK$1.26 million (Note 17)[456][458][468] - Contract Liabilities (Note 26): As of March 31, 2020, the Group's contract liabilities, primarily from prepaid packages, membership vouchers, and beauty treatment packages, amounted to HK$86.97 million, representing the Group's most significant liability item[489] Financial Summary Five-Year Financial Summary (HK$ Thousand) | For the year ended March 31 | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 62,529 | 72,875 | 79,165 | 77,710 | 55,621 | | Gross Profit | 39,372 | 54,828 | 64,427 | 63,465 | 46,566 | | (Loss) / Profit for the Year | (46,839) | (24,418) | (1,324) | 1,057 | 8,633 | | Net (Liabilities) / Assets | (32,286) | 15,821 | 40,457 | 2,531 | 17,695 | - The five-year financial summary indicates that the Group's operating results shifted from profit to loss starting in FY2018, with losses continuously expanding in FY2019 and FY2020, and net assets turning from positive to net liabilities in FY2020, reflecting severe operational challenges faced by the company in recent years[531][533]