Company Information and Disclaimer This section provides an overview of Yufengchang Holdings Limited and outlines the characteristics and risks associated with the GEM market Company Overview Yufengchang Holdings Limited (Stock Code: 8631) announced its annual results for the year ended March 31, 2025 - Company Name: YUFENGCHANG HOLDINGS LIMITED, Stock Code: 86312 GEM Market Characteristics and Risks The GEM market provides a listing platform for small and medium-sized companies with high investment risks, requiring investors to understand potential volatility and liquidity limitations - The GEM market offers a listing platform for small and medium-sized companies, characterized by higher investment risks, potential for significant market volatility, and no guarantee of high liquidity3 - This announcement provides information on the company and its subsidiaries in accordance with the GEM Listing Rules, with directors assuming full responsibility for its accuracy, completeness, and non-misleading nature3 Annual Results Summary This section summarizes the key financial performance of the group for the fiscal year 2025 Key Financial Performance for FY2025 For the year ended March 31, 2025, the Group's revenue decreased by 19.6% year-on-year, gross profit margin significantly dropped to 0.2%, and loss attributable to owners expanded to HK$38.6 million, with no dividend recommended 2025 Financial Year Key Financial Indicators Comparison | Indicator | 2025 (HK$ Million) | 2024 (HK$ Million) | Change (HK$ Million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 55.5 | 69.0 | (13.5) | (19.6%) | | Gross Profit Margin | 0.2% | 7.9% | (7.7%) | - | | Loss attributable to owners of the Company | (38.6) | (10.7) | (27.9) | 260.7% | - The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 20254 Consolidated Financial Statements This section presents the consolidated statement of comprehensive income and consolidated statement of financial position for the group Consolidated Statement of Comprehensive Income For the year ended March 31, 2025, the Group experienced a decline in revenue, significant reduction in gross profit, slight increase in other income, but a substantial rise in impairment losses, leading to an expanded loss for the year from HK$10.7 million in 2024 to HK$38.6 million Summary of Consolidated Statement of Comprehensive Income (HK$ Thousand) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 55,498 | 69,032 | | Cost of sales | (55,391) | (63,578) | | Gross profit | 107 | 5,454 | | Other income | 574 | 260 | | Selling expenses | (136) | – | | Administrative and other operating expenses | (9,163) | (7,569) | | Impairment losses recognised, net | (29,531) | (8,173) | | Finance costs | (424) | (634) | | Loss before tax | (38,573) | (10,662) | | Income tax expense | – | – | | Loss for the year | (38,573) | (10,662) | | Total comprehensive expense for the year | (38,574) | (10,662) | | Basic loss per share (HK cents) | (96.43) | (26.66) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's non-current assets significantly decreased, current assets slightly declined, but current liabilities substantially increased, resulting in net current liabilities of HK$9.8 million and total equity turning into a deficit of HK$9.3 million Summary of Consolidated Statement of Financial Position (HK$ Thousand) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 477 | 2,262 | | Intangible assets | – | 5,204 | | Financial assets at fair value through profit or loss | – | 1,844 | | Current assets | | | | Inventories | 2,744 | – | | Trade receivables | 30,454 | 37,926 | | Cash and cash equivalents | 2,021 | 46 | | Current liabilities | | | | Bank overdrafts | – | 4,585 | | Trade payables | 19,152 | 1,686 | | Amounts due to directors | 16,735 | – | | Bank borrowings | 7,084 | 7,539 | | Net current (liabilities) assets | (9,755) | 19,986 | | Net (liabilities) assets | (9,278) | 29,296 | | Total (deficit) equity | (9,278) | 29,296 | Notes to the Consolidated Financial Statements This section provides detailed notes on the preparation and significant accounting policies applied in the consolidated financial statements, including business operations, accounting standards, and financial positions General Information Yufengchang Holdings Limited, incorporated in the Cayman Islands and listed on GEM in 2019, primarily engages in diesel and related product sales, auxiliary transportation services, and commenced China e-commerce business in FY2025, with Mr. Wang Xinlong becoming the ultimate controlling party in September 2024 - The Company was incorporated in the Cayman Islands on October 31, 2017, and listed on GEM of the Stock Exchange of Hong Kong on January 8, 201978 - The Group is principally engaged in the sale of diesel and related products and auxiliary transportation services in Hong Kong and China, and commenced China e-commerce business in FY20258 - On September 13, 2024, Mr. Wang Xinlong became the ultimate controlling party of the Company through acquisition, holding approximately 63.91% of the share capital with his parties acting in concert89 Application of Accounting Standards This year, the Group first applied several new and revised Hong Kong Financial Reporting Standards, including those for sale and leaseback and liability classification, but these revisions had no significant impact on the financial position or performance for the current and prior years - Mandatory effective amendments to Hong Kong Financial Reporting Standards for the current year include HKFRS 16 (Lease Liability in a Sale and Leaseback), HKAS 1 (Classification of Liabilities as Current or Non-current), and HKAS 7 and HKFRS 7 (Supplier Finance Arrangements)11 - The application of these amendments had no significant impact on the Group's financial position and performance for the current and prior years1113 Amendments Effective This section lists the specific amendments to Hong Kong Financial Reporting Standards that became mandatorily effective for the current reporting period Amendments to HKFRS Mandatorily Effective for the Current Year | Amendment | Content | | :--- | :--- | | HKFRS 16 Amendments | Lease Liability in a Sale and Leaseback | | HKAS 1 Amendments | Classification of Liabilities as Current or Non-current and related amendments to HK Interpretation 5 (2020) | | HKAS 1 Amendments | Non-current Liabilities with Covenants | | HKAS 7 and HKFRS 7 Amendments | Supplier Finance Arrangements | Amendments Not Yet Effective The Group has not early adopted several new and revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, with directors expecting no significant impact in the foreseeable future - The Group has not early applied several new and revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, but directors expect no significant impact on the consolidated financial statements in the foreseeable future1415 Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are prepared in accordance with HKFRS on a going concern basis; however, a net loss, net cash outflow from operating activities, current liabilities exceeding current assets, and net liabilities raise significant doubt about the Group's ability to continue as a going concern, for which directors have considered various measures - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and on a going concern basis17 - For the year ended March 31, 2025, the Group recorded a net loss of approximately HK$38.6 million, net cash used in operating activities of approximately HK$10.7 million, current liabilities exceeding current assets by approximately HK$9.8 million, and net liabilities of HK$9.3 million, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern17 - Directors have taken measures to accelerate the recovery of trade receivables, actively negotiate new financing arrangements, and obtained loans and commitments from directors Mr. Lo Ming Yik and Mr. Wang Xinlong not to demand repayment of certain debts to support going concern1819 Revenue For the year ended March 31, 2025, the Group's total revenue was HK$55.5 million, with HK$42.6 million from the Hong Kong market (primarily diesel sales) and HK$12.9 million from the China market (including petroleum derivative sales and e-commerce business) Disaggregation of Revenue from Contracts with Customers (HK$ Thousand) | Geographical Market | Diesel Sales | AdBlue Sales | Auxiliary Transportation Services | Petroleum Derivative Product Sales | E-commerce Services | Total (2025) | Total (2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 41,230 | 945 | 403 | – | – | 42,578 | 69,032 | | China | – | – | – | 10,931 | 1,989 | 12,920 | – | | Total | 41,230 | 945 | 403 | 10,931 | 1,989 | 55,498 | 69,032 | Other Income and Finance Costs Other income increased to HK$0.574 million in FY2025, mainly from net gain on disposal of property, plant and equipment and government grants, while finance costs decreased to HK$0.424 million, primarily due to lower bank overdraft interest Other Income (HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net gain on disposal of property, plant and equipment | 393 | 50 | | Government grants | 180 | 103 | | Bank interest income | 1 | – | | Total | 574 | 260 | Finance Costs (HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on bank overdrafts | 173 | 361 | | Interest on bank borrowings | 251 | 273 | | Total | 424 | 634 | Income Tax Expense For the years ended March 31, 2025 and 2024, the Group's entities in the Cayman Islands and BVI were exempt from income tax, Hong Kong operations had no tax provision due to no assessable profits, and China subsidiaries had a corporate income tax rate of 25% - Entities in the Cayman Islands and British Virgin Islands are exempt from income tax22 - No provision for Hong Kong profits tax was made as the Hong Kong operations had no assessable profits22 - The corporate income tax rate for China subsidiaries is 25%22 Components of Loss Before Tax In FY2025, staff costs, cost of inventories, depreciation of property, plant and equipment, and amortisation of intangible assets were significant components of loss before tax, with staff costs and intangible asset amortisation increasing Items Deducted in Arriving at Loss Before Tax (HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Staff costs | 5,164 | 4,521 | | Auditor's remuneration | 620 | 835 | | Cost of inventories | 52,368 | 59,765 | | Depreciation of property, plant and equipment | 1,590 | 2,459 | | Amortisation of intangible assets | 1,059 | 88 | Loss Per Share For the year ended March 31, 2025, basic loss per share was HK96.43 cents, a significant increase from HK26.66 cents in 2024, primarily due to the increased loss for the year, with no diluted loss as there were no outstanding potential ordinary shares Loss Per Share Calculation (HK$ Thousand/HK Cents) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the year used in calculating basic and diluted loss per share (HK$ Thousand) | (38,573) | (10,662) | | Weighted average number of ordinary shares | 40,000,000 | 40,000,000 | | Basic loss per share (HK cents) | (96.43) | (26.66) | Dividends For the year ended March 31, 2025, the Company neither paid nor proposed any dividends to ordinary shareholders, and no dividends have been recommended since the end of the reporting period - For the year ended March 31, 2025, the Company neither paid nor proposed any dividends, and no dividends have been recommended (2024: nil)25 Trade Receivables As of March 31, 2025, net trade receivables were HK$30.5 million, a decrease from 2024, but the provision for credit losses significantly increased; credit terms range from 0 to 120 days, no collateral is held, and the proportion of receivables over one year old substantially increased Summary of Trade Receivables (HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables - contracts with customers | 72,728 | 56,709 | | Less: Provision for credit losses | (42,274) | (18,783) | | Net trade receivables | 30,454 | 37,926 | - The Group grants credit periods ranging from 0 to 120 days to its trade customers and held no collateral for trade receivables as of March 31, 2025 and 20242627 Ageing Analysis of Trade Receivables (HK$ Thousand) | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 30 days | 8,886 | 1,778 | | 31 to 60 days | 5,357 | 1,209 | | 61 to 90 days | 396 | 831 | | 91 to 365 days | 7,368 | 38,982 | | Over one year | 50,721 | 13,909 | | Total | 72,728 | 56,709 | Trade Payables As of March 31, 2025, trade payables significantly increased to HK$19.2 million from HK$1.7 million in 2024, with supplier credit terms generally ranging from 1 to 180 days Summary of Trade Payables (HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 19,152 | 1,686 | - Credit terms granted by suppliers for services generally range from 1 to 180 days (2024: 1 to 30 days)29 Ageing Analysis of Trade Payables (HK$ Thousand) | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 30 days | 9,371 | 360 | | 31 to 60 days | 10 | 895 | | 61 to 90 days | 4,592 | 431 | | 91 to 180 days | 4,520 | – | | Over 180 days | 659 | – | | Total | 19,152 | 1,686 | Independent Auditor's Report This section presents the independent auditor's opinion on the consolidated financial statements and highlights significant uncertainties regarding the Group's going concern ability Opinion The independent auditor believes the consolidated financial statements fairly present the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, prepared in accordance with HKFRS and the Hong Kong Companies Ordinance - The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows, and comply with HKFRS and the Hong Kong Companies Ordinance33 Material Uncertainty Related to Going Concern The auditor draws attention to the Group's net loss, net cash outflow from operating activities, current liabilities exceeding current assets, and net liabilities in FY2025, which indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though the auditor's opinion is not modified in respect of this matter - The auditor draws attention to the Group's net loss, net cash outflow from operating activities, current liabilities exceeding current assets, and net liabilities in FY2025, which constitute a material uncertainty regarding its ability to continue as a going concern34 - The auditor's opinion is not modified in respect of the material uncertainty related to going concern34 Scope of Work by Auditor The auditor, Kuan (Hong Kong) CPA Limited, has agreed that the figures in the preliminary announcement for the consolidated statement of financial position, consolidated statement of comprehensive income, and related notes are consistent with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion is expressed - The auditor Kuan (Hong Kong) CPA Limited has agreed that the financial figures in the preliminary announcement are consistent with the audited consolidated financial statements36 - The work performed by the auditor on the preliminary announcement does not constitute an assurance engagement, and therefore no opinion or assurance conclusion is expressed36 Management Discussion and Analysis This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, and future outlook, highlighting strategic shifts and risk factors Business Review The Group's business comprises diesel and petroleum derivative sales and transportation, and China mainland e-commerce, with e-commerce expanding market reach; Hong Kong diesel business revenue significantly contracted due to demand fluctuations, while China mainland petroleum derivative sales and e-commerce show good development potential, diversifying the Group's revenue structure - The Group's business consists of two strategic segments: diesel and petroleum derivative sales and transportation, and e-commerce business in mainland China, aiming for synergistic development and business transformation37 - Revenue from diesel and AdBlue product sales and transportation in the Hong Kong market was HK$42.6 million, a significant contraction of 38% year-on-year (2024: HK$69.0 million), mainly due to fluctuations in local market demand37 - The Group has strategically expanded its petroleum derivative sales and transportation business into the mainland China market, focusing on the polypropylene product supply chain, which contributed HK$10.9 million in revenue during the first reporting period37 - E-commerce operations were launched in mainland China in January 2025 to penetrate the market, building a diversified product portfolio and distributing through traditional and live-streaming e-commerce channels, recording HK$2.0 million in revenue in the first quarter38 - In FY2025, sales and transportation of diesel and petroleum derivatives collectively contributed HK$53.5 million (96.4% of total revenue), with traditional diesel business accounting for 76.7%, mainland China petroleum derivative sales for 19.7%, and e-commerce business for 3.6%, indicating a diversified revenue structure for the Group39 Business Segment Composition The Group's business is strategically composed of two main segments: diesel and petroleum derivative sales and transportation, and e-commerce operations in mainland China - The Group's business consists of two strategic segments: diesel and petroleum derivative sales and transportation, and e-commerce business in mainland China37 Hong Kong Market Business Revenue from diesel and AdBlue product sales and transportation in the Hong Kong market significantly contracted by 38% to HK$42.6 million, primarily due to local market demand fluctuations - Revenue from diesel and AdBlue product sales and transportation in the Hong Kong market was HK$42.6 million, a significant contraction of 38% year-on-year (2024: HK$69.0 million), mainly due to fluctuations in local market demand37 Mainland China Market Expansion The Group strategically expanded its petroleum derivative sales and transportation business into mainland China, focusing on the polypropylene product supply chain, contributing HK$10.9 million in revenue during its first reporting period - The Group has strategically expanded its petroleum derivative sales and transportation business into the mainland China market, focusing on the polypropylene product supply chain, which contributed HK$10.9 million in revenue during the first reporting period37 E-commerce Business Development The Group launched e-commerce operations in mainland China in January 2025 to penetrate the market with a diversified product portfolio, utilizing traditional and live-streaming channels, and recorded HK$2.0 million in revenue in the first quarter - The Group launched e-commerce operations in January 2025 to penetrate the mainland China market, building a diversified product portfolio and distributing through traditional and live-streaming e-commerce channels, recording HK$2.0 million in revenue in the first quarter38 Business Transformation and Revenue Composition In FY2025, diesel and petroleum derivative sales and transportation contributed HK$53.5 million (96.4% of total revenue), with traditional diesel at 76.7%, mainland China petroleum derivatives at 19.7%, and e-commerce at 3.6%, marking a significant strategic shift with nearly a quarter of revenue from diversified energy products and consumer-centric e-commerce, while the Group recorded a loss attributable to owners of HK$38.6 million due to a threefold increase in impairment losses - In FY2025, sales and transportation of diesel and petroleum derivatives collectively contributed HK$53.5 million (96.4% of total revenue), with traditional diesel business accounting for 76.7%, mainland China petroleum derivative sales for 19.7%, and e-commerce business for 3.6%39 - Nearly a quarter (23.3%) of the Group's revenue now comes from a diversified energy product supply chain system and consumer-centric e-commerce, marking a significant strategic transformation39 - The Group recorded a loss attributable to owners of approximately HK$38.6 million (2024: HK$10.7 million), primarily due to a threefold increase in impairment losses to HK$29.5 million39 Future Outlook Facing challenges in traditional diesel business, the Group will optimize operational efficiency, seize market recovery opportunities, expand petroleum derivative business, deepen industrial chain layout, and continuously improve e-commerce channel construction to achieve development and mitigate risks - The Group will optimize operational efficiency in its traditional diesel business and actively seize market recovery opportunities40 - Further expand the scale of petroleum derivative business and deepen the industrial chain layout40 - Continuously improve e-commerce channel construction to enhance terminal sales capabilities, providing a key path for development and risk reduction40 Financial Review In FY2025, the Group's revenue decreased by 19.6% year-on-year to HK$55.5 million, with revenue sources significantly diversified, as mainland China petroleum derivative sales and e-commerce contributed 23.3%; diesel sales volume and average selling price both declined, leading to reduced cost of sales, but gross profit margin sharply fell to 0.2% due to lower sales volume and unchanged fixed costs, while administrative expenses increased and impairment losses significantly rose, resulting in an expanded net loss - FY2025 revenue was HK$55.5 million, a year-on-year decrease of 19.6%, primarily due to core business challenges and strategic diversification41 - Revenue sources significantly diversified, with diesel sales proportion decreasing from 98.0% to 74.3%, and new businesses of mainland China petroleum derivative sales and e-commerce collectively accounting for 23.3% of total revenue4142 - Diesel sales volume decreased by 33.3% year-on-year to 7.8 million liters, and AdBlue sales volume decreased by 12.2%43 - The average selling price of diesel decreased by 9.3% year-on-year to HK$5.25 per liter, and AdBlue average selling price fell by 4.8%44 - Cost of sales decreased by 12.9% to HK$55.4 million, mainly due to lower diesel sales volume and a 1.4% decrease in average unit procurement cost45 - Gross profit significantly decreased by 98.1% to HK$0.1 million, with gross profit margin falling from 7.9% to 0.2%, primarily due to reduced sales volume and unchanged fixed operating costs47 - Administrative and other operating expenses increased to HK$9.2 million48 - Net loss increased from HK$10.7 million in FY2024 to HK$38.6 million, mainly due to impairment losses on trade receivables, intangible assets, and property, plant and equipment increasing to HK$29.6 million50 Revenue Analysis In FY2025, the Group's revenue was HK$55.5 million, a 19.6% decrease from FY2024, with diesel sales remaining the largest segment at HK$41.2 million (74.3%), while mainland China petroleum derivative sales contributed HK$10.9 million (19.7%) and e-commerce sales HK$2.0 million (3.6%) - In FY2025, the Group's revenue was HK$55.5 million, a decrease of HK$13.5 million (19.6%) from HK$69.0 million in FY202441 - Diesel sales remained the largest segment at HK$41.2 million (74.3%), but its contribution to the total significantly decreased, while mainland China petroleum derivative sales contributed HK$10.9 million (19.7%), and e-commerce sales contributed HK$2.0 million (3.6%)4142 Sales Volume Analysis This section provides a comparative analysis of the sales volumes for the Group's key products, including diesel, AdBlue, polypropylene, PET chips, and PP toughening cold-resistant agents, for FY2025 and FY2024 Changes in Sales Volume of Major Products | Product | 2025 | 2024 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Diesel | 7.8 million liters | 11.7 million liters | (3.9 million liters) | (33.3%) | | AdBlue | 316.8 thousand liters | 360.8 thousand liters | (44.0 thousand liters) | (12.2%) | | Polypropylene | Approx. 1,436 tonnes | – | – | – | | PET chips | Approx. 34.1 tonnes | – | – | – | | PP toughening cold-resistant agent | Approx. 10.0 tonnes | – | – | – | Selling Price Analysis This section presents a comparative analysis of the average selling prices for the Group's key products, including diesel, AdBlue, polypropylene, PET chips, and PP toughening cold-resistant agents, for FY2025 and FY2024 Changes in Average Selling Price of Major Products | Product | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Diesel (per liter) | HK$5.25 | HK$5.79 | (9.3%) | | AdBlue (per liter) | HK$2.98 | HK$3.13 | (4.8%) | | Polypropylene (per tonne) | Approx. RMB6,813 | – | – | | PET chips (per tonne) | Approx. RMB6,027 | – | – | | PP toughening cold-resistant agent (per tonne) | Approx. RMB14,823 | – | – | Cost of Sales Analysis In FY2025, the overall cost of sales was approximately HK$55.4 million, a 12.9% decrease from FY2024, primarily due to lower diesel sales volume and a 1.4% reduction in average unit procurement cost, with diesel costs decreasing in proportion to total sales costs, while material expenses for polypropylene, PET chips, and PP toughening cold-resistant agents accounted for 19.3% of total sales costs - The overall cost of sales for FY2025 was approximately HK$55.4 million, a decrease of 12.9% (HK$8.2 million) from FY2024, primarily attributed to lower diesel sales volume and a 1.4% decrease in average unit procurement cost45 - Diesel costs as a proportion of total cost of sales decreased from 92.0% in FY2024 to 70.1% in FY202545 - Material expenses for polypropylene, PET chips, and PP toughening cold-resistant agents amounted to HK$10.7 million, accounting for 19.3% of the total cost of sales for the year46 Gross Profit and Gross Profit Margin Gross profit significantly decreased by 98.1% to HK$0.1 million, with gross profit margin falling from 7.9% to 0.2%, primarily due to reduced sales volume while fixed operating costs remained unchanged Changes in Gross Profit and Gross Profit Margin | Indicator | 2025 | 2024 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Gross Profit (HK$ Million) | 0.1 | 5.5 | (5.4) | (98.1%) | | Gross Profit Margin | 0.2% | 7.9% | (7.7%) | - | - The decline in gross profit margin was primarily due to reduced sales volume while fixed operating costs remained unchanged47 Administrative and Other Operating Expenses This section presents the administrative and other operating expenses for the Group for FY2025 and FY2024 Administrative and Other Operating Expenses (HK$ Million) | Year | Amount (HK$ Million) | | :--- | :--- | | 2025 | 9.2 | | 2024 | 7.6 | Income Tax Expense For the years ended March 31, 2025 and 2024, the Group as a whole did not incur any income tax - For the years ended March 31, 2025 and 2024, the Group as a whole did not incur any income tax49 Net Loss This section presents the net loss for the Group for FY2025 and FY2024, highlighting the primary reasons for the increase Changes in Net Loss (HK$ Million) | Year | Amount (HK$ Million) | | :--- | :--- | | 2025 | (38.6) | | 2024 | (10.7) | - The increase in net loss was primarily due to impairment losses on trade receivables, intangible assets, and property, plant and equipment increasing to HK$29.6 million (2024: HK$8.2 million)50 Liquidity and Capital Resources As of March 31, 2025, the Group recorded net current liabilities of HK$9.8 million, with a current ratio decreasing to 0.79 and gearing ratio increasing to 125%, indicating deteriorating liquidity; in response, directors have implemented measures including accelerating receivable collection, seeking new financing, and securing financial support commitments from directors - As of March 31, 2025, the Group recorded net current liabilities of approximately HK$9.8 million, and the current ratio was approximately 0.79 (2024: 2.0)51 - As of March 31, 2025, the gearing ratio was 125%, compared to 41.7% as of March 31, 202453 - To improve liquidity and financial position, the Group has taken measures to accelerate the collection of outstanding trade receivables and will actively negotiate new financing arrangements with financial institutions54 - Director Mr. Lo Ming Yik has provided a HK$3.8 million loan and HK$8 million loan facility, and together with Mr. Wang Xinlong, committed not to demand repayment of certain outstanding debts until June 30, 202654 Financial Resources and Liquidity Position The Group funds its operations through cash generated from operating activities and bank financing, with its liquidity position showing net current liabilities of HK$9.8 million and a current ratio of 0.79 as of March 31, 2025 - The Group funds its operations through cash generated from operating activities and bank financing51 Liquidity Position (HK$ Million) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net current liabilities | (9.8) | – | | Current assets | 36.6 | 40.9 | | Current liabilities | 46.3 | 20.9 | | Current ratio | 0.79 | 2.0 | Measures to Improve Liquidity The Group is implementing measures to improve liquidity, including accelerating the collection of outstanding trade receivables, actively negotiating new financing arrangements, and securing loans and non-repayment commitments from directors - Accelerate the collection of outstanding trade receivables54 - Actively negotiate new financing arrangements with financial institutions and potential lenders54 - Mr. Lo Ming Yik has provided an unsecured, interest-free loan of HK$3.8 million to the Company and granted an HK$8 million loan facility54 - Mr. Lo Ming Yik and Mr. Wang Xinlong have committed not to demand repayment of debts amounting to HK$15.115 million and HK$1.62 million, respectively, before June 30, 202654 Gearing Ratio This section presents the Group's gearing ratio for FY2025 and FY2024, calculated as net debt divided by total assets Changes in Gearing Ratio | Year | Ratio | | :--- | :--- | | March 31, 2025 | 125% | | March 31, 2024 | 41.7% | - The gearing ratio is calculated as net debt divided by total assets, where net debt includes total borrowings, amounts due to directors, and trade and other payables55 Segment Information The Group's segment information is disclosed in Note 6 to the consolidated financial statements - The Group's segment information is disclosed in Note 6 to the consolidated financial statements56 Key Risks and Uncertainties The Group faces several key risks and uncertainties, including incorrect assumptions about oil and gas prices, disruption from a single petroleum supplier in Hong Kong, customer loss due to price competition and global economic slowdown, and operational disruptions from difficulty in retaining employees - Incorrect assumptions about oil and gas prices could adversely affect profitability, cash flows, and financial position58 - Reliance on a single petroleum supplier in Hong Kong could lead to disruptions in diesel transportation services58 - Price competition and a global economic slowdown could result in customer loss58 - Difficulty in retaining employees could lead to operational disruptions58 Foreign Currency Risk The Group primarily operates in Hong Kong and China, with most business and bank borrowings denominated in HKD, thus facing no significant foreign exchange fluctuation risk, and the Board expects RMB exchange rate fluctuations to have no material impact; the Group currently has no foreign exchange hedging policy - The Group primarily operates in Hong Kong and China, with most business and bank borrowings denominated in HKD, thus facing no significant foreign exchange fluctuation risk59 - The Board expects RMB exchange rate fluctuations to have no material impact on the Group's business operations or financial results59 - The Group currently has no hedging policy for foreign exchange risk59 Pledge of the Group's Assets As of March 31, 2025, the Group had no assets pledged - As of March 31, 2025, the Group had no assets pledged (2024: nil)60 Capital Structure As of March 31, 2025, the Group's capital structure included a loss attributable to owners of approximately HK$9.3 million, with equity comprising only ordinary shares; the Company's shares were listed on January 8, 2019, and a share consolidation was completed on February 19, 2024 - As of March 31, 2025, the Group's capital structure included a loss attributable to owners of approximately HK$9.3 million61 - The Company's shares were listed on GEM of the Stock Exchange on January 8, 201961 - Pursuant to a shareholders' resolution, every 10 issued ordinary shares of HK$0.01 each were consolidated into 1 ordinary share of HK$0.1 each, effective February 19, 202461 Treasury Policy The Group adopts prudent financial management principles to maintain a sound liquidity position, continuously assesses customer creditworthiness to mitigate credit risk, and closely monitors liquidity to meet funding needs - The Group adopts prudent financial management principles, aiming to maintain a sound liquidity position62 - Continuously assesses the creditworthiness and financial position of customers to mitigate credit risk62 - The Board closely monitors the Group's liquidity position to ensure it can meet its funding needs from time to time62 Material Investments, Acquisitions and Disposals For the year ended March 31, 2025, the Group did not undertake any material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - For the year ended March 31, 2025, the Group did not undertake any material investments, material acquisitions, or disposals of subsidiaries, associates, or joint ventures63 Capital Commitments and Contingent Liabilities As of March 31, 2025, subsidiaries and associates had unpaid registered capital, but the Group had no other significant capital commitments Unpaid Registered Capital (HK$ Thousand) | Company Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Subsidiaries | 76,133 | – | | Associates | 2,606 | – | - The Group had no other significant capital commitments64 Capital Expenditure During the reporting period, there were no capital expenditure payments (2024: approximately HK$0.8 million) - During the reporting period, there were no capital expenditure payments (2024: approximately HK$0.8 million)65 Future Plans for Material Investments or Capital Assets As of the date of this report, the Group has no future plans for material investments or capital assets other than those disclosed in the prospectus - As of the date of this report, the Group has no future plans for material investments or capital assets other than those disclosed in the prospectus66 Dividends The Board of Directors does not recommend the payment of any dividends for the years ended March 31, 2024 and 2025 - The Board of Directors does not recommend the payment of any dividends for the years ended March 31, 2024 and 202567 Events After Reporting Period No significant events occurred after the end of the financial year (March 31, 2025) up to the date of this report - No significant events occurred after the end of the financial year (March 31, 2025) up to the date of this report68 Other Information This section covers various other important information including the use of proceeds from share offer, employee and remuneration policies, environmental performance, directors' and major shareholders' interests, corporate governance, and future outlook Use of Proceeds from Share Offer The Company's shares were listed on January 8, 2019, and the net proceeds of approximately HK$34.8 million from the share offer have been fully utilized as of March 31, 2025, in accordance with the prospectus and subsequent revised plans, primarily for purchasing diesel tank trucks, expanding manpower, upgrading IT systems, and working capital - The Company's shares were listed on GEM of the Stock Exchange on January 8, 2019, with net proceeds from the share offer of approximately HK$34.8 million69 Actual Use of Net Proceeds (HK$ Million) | Intended Allocation | As per Prospectus | After Variation | Actual Use as of March 31, 2025 | Unused Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Purchase of diesel tank trucks | 15.0 | 12.4 | (12.4) | – | | Manpower expansion | 12.5 | 1.7 | (1.7) | – | | IT system upgrade | 5.0 | 5.0 | (5.0) | – | | Working capital | 2.3 | 15.7 | (15.7) | – | | Total | 34.8 | 34.8 | (34.8) | – | - The Group has utilized the net proceeds in a manner consistent with the proposed application set out in the prospectus and subsequent variation announcements70 Employees and Remuneration Policy As of March 31, 2025, the Group employed 43 staff with total staff costs of approximately HK$5.2 million; remuneration and related benefits are maintained at market levels and determined based on performance, qualifications, experience, position, and the Group's business performance Employees and Staff Costs | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total number of employees | 43 | 15 | | Total staff costs (HK$ Million) | 5.2 | 4.5 | - Employee remuneration and related benefits are determined based on performance, qualifications, experience, position, and the Group's business performance71 Environmental Policy and Performance The Group's main operations in Hong Kong are regulated by environmental laws and regulations, and it has implemented various environmental protection measures to minimize the impact of its operations on the environment and natural resources - The Group's main operations in Hong Kong are regulated by environmental laws and regulations such as the Air Pollution Control Ordinance and Water Pollution Control Ordinance72 - The Group has implemented various environmental protection measures to minimize the impact of its operations on the environment and natural resources72 Purchase, Sale or Redemption of the Company's Listed Securities From the listing date up to March 31, 2025, there have been no purchases, sales, or redemptions of any of the Company's listed securities - From the listing date up to March 31, 2025, there have been no purchases, sales, or redemptions of any of the Company's listed securities73 Directors' and Chief Executive's Interests As of March 31, 2025, Mr. Wang Xinlong, Chairman and Executive Director, held 25,563,000 shares of the Company through controlled corporations, representing 63.9% of the issued share capital; no other directors or chief executives had disclosable interests or short positions Directors' and Chief Executive's Long Positions in Shares | Director's Name | Capacity/Nature of Interest | Number of Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Wang Xinlong | Interest in controlled corporation | 25,563,000 shares (L) | 63.9% | - Mr. Wang Xinlong is the ultimate shareholder of the Company and is deemed to have an interest in the shares held by Hong Kong Yufengchang Limited76 - Save as disclosed above, no other directors or chief executives of the Company had any interests or short positions in the shares, underlying shares, and debentures of the Company or any of its associated corporations that were required to be notified to the Company and the Stock Exchange75 Interests of Substantial Shareholders and Other Persons As of March 31, 2025, Mr. Wang Xinlong, Yufengchang International Holdings Co., Ltd., and Hong Kong Yufengchang Limited were all deemed to hold 25,563,000 shares of the Company, representing 63.91% of the issued share capital, qualifying them as substantial shareholders Interests of Substantial Shareholders and Other Persons in Shares | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wang Xinlong | Interest in controlled corporation | 25,563,000 shares (Long Position) | 63.91% | | Yufengchang International Holdings Co., Ltd. | Beneficial owner | 25,563,000 shares (Long Position) | 63.91% | | Hong Kong Yufengchang Limited | Beneficial owner | 25,563,000 shares (Long Position) | 63.91% | - Mr. Wang Xinlong is deemed to have an interest in all shares held by Hong Kong Yufengchang Limited, which is wholly owned by Yufengchang International Holdings Co., Ltd78 Directors' Securities Transactions Code of Conduct The Company has adopted a code of conduct for directors' securities transactions no less stringent than required by the GEM Listing Rules and confirms that all directors complied with it as of the reporting date - The Company has adopted a code of conduct for directors' securities transactions no less stringent than required by the GEM Listing Rules79 - The Company confirms that all directors complied with the required standards of dealing and the code of conduct regarding directors' securities transactions as of the date of this report79 Sufficient Public Float As of the date of this announcement, the Company has maintained a sufficient public float as required by the GEM Listing Rules - As of the date of this announcement, the Company has maintained a sufficient public float as required by the GEM Listing Rules80 Audit Committee The Company established an Audit Committee on December 11, 2018, comprising three independent non-executive directors, chaired by Mr. Ho Kwan Lung, which has reviewed the audited results for the year ended March 31, 2025 - The Company established an Audit Committee on December 11, 2018, comprising three independent non-executive directors, chaired by Mr. Ho Kwan Lung81 - The Audit Committee has reviewed the audited results for the year ended March 31, 202581 Corporate Governance Practices The Board believes good corporate governance is crucial for managing the Group's business and affairs, regularly reviews practices to comply with the Corporate Governance Code, and confirms compliance during the reporting period - The Board believes that good corporate governance is a key element in managing the Group's business and affairs82 - The Company has complied with the Corporate Governance Code during the reporting period82 Communication with Shareholders The Company is committed to maintaining continuous communication with shareholders, particularly through annual general meetings or other general meetings, where all resolutions will be voted by poll and results published promptly, while maintaining an open and effective investor communication policy - The Company is committed to maintaining continuous communication with shareholders, particularly through annual general meetings or other general meetings83 - All resolutions proposed at general meetings will be voted by poll, and the poll results will be published promptly on the Company's and the Stock Exchange's websites83 - The Company will continue to maintain an open and effective investor communication policy83 Outlook The Group will continue to implement its strategy, strengthen cost control, enhance service capabilities, expand network layout and diversify its customer base, and actively seek new business development opportunities,詳情與管理層討論及分析中的未來展望一致 - The Group will strengthen cost control, allocate more resources to enhance service capabilities, expand network layout, and diversify its customer base84 - The Group will also actively seek potential business developments that can expand revenue streams and increase shareholder value84 Acknowledgements The Board expresses its sincere gratitude to shareholders, business partners, customers, management members, and staff for their continuous support and efforts - The Board extends its sincere gratitude to shareholders, business partners, and customers for their continuous support to the Group85 - The Group also takes this opportunity to thank all management members and staff for their tireless efforts and concerted dedication during the year85 Board Information This announcement was signed by Mr. Wang Xinlong, Chairman and Executive Director, on June 26, 2025; the Company's executive directors include Mr. Wang Xinlong, Mr. Ren Rong, Mr. Yan Lei, and Mr. Lo Ming Yik, while independent non-executive directors are Dr. Wang Junxia, Mr. Ho Kwan Lung, and Ms. Leung Lai Na - This announcement was signed by Mr. Wang Xinlong, Chairman and Executive Director of the Board, on June 26, 202586 - The Company's executive directors are Mr. Wang Xinlong (Chairman), Mr. Ren Rong (Chief Executive Officer), Mr. Yan Lei, and Mr. Lo Ming Yik87 - The Company's independent non-executive directors are Dr. Wang Junxia, Mr. Ho Kwan Lung, and Ms. Leung Lai Na87
裕丰昌控股(08631) - 2025 - 年度业绩