世大控股(08003) - 2025 - 年度业绩

Supplemental Announcement: Annual Report for the Year Ended March 31, 2024 Auditor's Disclaimer of Opinion: Background and Response The company disclosed the auditor's disclaimer of opinion on its FY2024 financial statements due to going concern uncertainties, outlining measures taken and awaiting auditor review Background of the Disclaimer of Opinion - The auditor issued a disclaimer of opinion on the Group's consolidated financial statements for the year ended March 31, 2024[4] - Significant uncertainties exist, raising substantial doubt about the Group's ability to continue as a going concern[4] Fundraising Plan and Executive Director's Financial Support - Attempts to raise funds through convertible bonds and rights issues in H2 2024 failed due to lack of investor interest and high rights issue costs[5] - Plans to raise funds via new share issuance by December 2025, with amount and method dependent on market sentiment[5] Expected Allocation of Fundraising Proceeds | Fundraising Amount | Purpose | | :--- | :--- | | HKD 5 million or less | Entirely for general working capital (staff costs, professional fees, rent, administrative and operating expenses) | | Increase | Proceeds allocation will be adjusted accordingly | Executive Director Loan Details | Item | Details | | :--- | :--- | | Loan Amount | HKD 2 million | | Interest Rate | Interest-free | | Repayment Requirement | Executive Director committed not to demand repayment before March 31, 2026 | | Future Support | Executive Director expressed willingness to provide further interest-free financial support | Operating Cost Control - To reduce rental expenses, the company relocated its principal place of business from Wan Chai to Lai Chi Kok in May 2024[8] Rental Expense Changes | Metric | Before Change (HKD) | After Change (HKD) | Reduction Percentage | | :--- | :--- | :--- | :--- | | Monthly Rent | Approx. 73,000 | Approx. 23,000 | Approx. 68.5% | Asset Disposal Plan - Proposed disposal of a Group member company ("Disposal Group") engaged in property business and owning a building in Sichuan Province[8] - As of March 31, 2024, the Disposal Group was in a net liability position, owing approximately HKD 135 million to a major shareholder and its associates[8] - Negotiations with an independent third party for the disposal are ongoing, with an agreement expected by end of June 2025, projected to reduce Group liabilities by approximately HKD 135 million[8] Debt Restructuring Zero-Coupon Convertible Bond Restructuring | Item | Details | | :--- | :--- | | Principal Amount | HKD 3.5 million | | Original Maturity Date | March 28, 2025 | | New Repayment Date | March 28, 2028 (or other date mutually agreed) | | Repayment Terms | If new funds are successfully raised, 10% must be used for partial repayment to bondholders until fully settled | Trade Receivables Collection - Actions have been taken to collect trade receivables, including negotiations and legal proceedings[8] Trade Receivables Collection Progress | Item | Amount (RMB) | Status | | :--- | :--- | :--- | | Favorable Judgment Obtained | Approx. 1.87 million | Judgment obtained | | Legal Proceedings Ongoing | Approx. 4.5 million | Ongoing | | Collected (March 31, 2024 to March 31, 2025) | Approx. 14.68 million | Trade and other receivables collected | Auditor's Review Progress - The auditor is reviewing the aforementioned measures, including requesting relevant documents and cash flow forecast information[9] - The auditor has not yet been able to opine on whether the measures effectively support the Group's going concern assumption[9] Investor Alert and Board Members The company advises shareholders and potential investors to exercise caution when trading its shares, and the announcement lists the board of directors as of the announcement date - Shareholders and potential investors are reminded to exercise caution when dealing in the company's shares[10] Board of Directors Composition | Category | Members | | :--- | :--- | | Executive Directors | Mr. Zhao Xinyan, Mr. Zhang Yanqiang, Mr. Gu Zhonghai | | Independent Non-executive Directors | Mr. Zhong Guanyin, Ms. Zhao Yongmei, Mr. Jing Baoli |