中国新消费集团(08275) - 2025 - 年度财报

Company Information This section provides essential company details, including board composition, committee structures, key personnel, and registration information Company Core Information This section provides the company's fundamental registration and operational details, including board members, committee structures, company secretary, auditor, legal advisors, share registrar, and principal place of business - The company's Board of Directors comprises one executive director (Ms. Liu Jingwen) and three independent non-executive directors[4] - The company's independent auditor is RSM Hong Kong[4] - The company is listed on the GEM of The Stock Exchange of Hong Kong with stock code 8275[5] Executive Directors' Report This report provides an overview of the Group's performance, strategic initiatives, and future outlook Performance and Outlook During the reporting period, the Group's performance declined due to reduced construction projects in Hong Kong, prompting a focus on stringent cost control, operational efficiency, talent development, and diversification into the promising beverage business to enhance shareholder returns - The Group's performance deteriorated during the reporting period due to a decrease in construction projects in Hong Kong, leading to a challenging operating environment[8] - The Group will focus on two key strategies: implementing stringent cost control measures and strengthening project management, and diligently cultivating talent[8][9] - The Group is actively seeking potential business opportunities to expand revenue streams, viewing the global tea market's growth potential favorably, and believes developing the beverage business will contribute to diversified income[9][10] Management Discussion and Analysis This section provides a comprehensive review of the Group's operational and financial performance, along with its strategic outlook Business Review and Outlook The Group's core business is piling and foundation works, supplemented by machinery leasing and money lending, but it turned from profit to loss this year due to reduced gross profit and increased asset impairment losses; future plans include strengthening the foundation business and expanding the "Cha Da Ye" beverage business in Southeast Asia and Hong Kong for revenue diversification - The Group turned from profit to loss during the reporting year, recording a net loss attributable to owners of approximately HKD 31.2 million, compared to a net profit of approximately HKD 8.4 million in the prior year[14] - The loss was primarily attributable to: (i) increased construction revenue, but (ii) decreased gross profit; (iii) increased impairment losses on property, plant and equipment and financial assets; and (iv) increased fair value losses on financial assets held for trading[14][28] - The Group has signed brand cooperation agreements to officially commence its expansion into the Southeast Asian beverage market and plans to open new "Cha Da Ye" stores in Hong Kong in the third quarter of 2025, which is expected to positively contribute to the Group's revenue[15] Financial Review During the reporting year, the Group's revenue increased by 13.3% year-on-year, but a significant 38.0% rise in cost of sales led to a 61.2% year-on-year decline in gross profit and a drop in gross profit margin from 25.0% to 8.6%, while administrative expenses decreased by 26.5%, resulting in a loss attributable to owners of HKD 31.2 million, a stark contrast to the previous year's HKD 8.4 million profit Financial Performance Summary | Metric | FY2025 (HKD million) | FY2024 (HKD million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 158.5 | 140.0 | +13.3% | | Cost of Sales | 145.0 | 105.0 | +38.0% | | Gross Profit | 13.6 | 34.9 | -61.2% | | Gross Profit Margin | 8.6% | 25.0% | -16.4pp | | Administrative Expenses | 21.4 | 29.1 | -26.5% | | (Loss)/Profit Attributable to Owners | (31.2) | 8.4 | Turned from Profit to Loss | - The decrease in gross profit margin was primarily due to lower profit margins on newly awarded construction projects[26] Liquidity, Financial Resources and Share Capital Structure As of March 31, 2025, the Group maintained a sound financial position with bank balances of approximately HKD 13.6 million and total equity of approximately HKD 115.5 million, while total liabilities decreased to HKD 1.3 million, reducing the gearing ratio from 3.3% to 1.1%; during the year, the Group expanded its share capital through a rights issue, increasing issued share capital to HKD 7.2 million, primarily funding operations through operating cash, borrowings, and rights issues Financial Position Summary | Metric | As of March 31, 2025 (HKD million) | As of March 31, 2024 (HKD million) | | :--- | :--- | :--- | | Bank and Cash Balances | 13.6 | 41.5 | | Total Equity Attributable to Owners | 115.5 | 123.4 | | Total Liabilities | 1.3 | 4.0 | | Gearing Ratio | 1.1% | 3.3% | - As of March 31, 2025, the company's issued share capital was approximately HKD 7.2 million, comprising 719,987,379 shares, an increase from HKD 4.8 million (480,003,445 shares) in the prior year, primarily due to the completion of a rights issue during the year[29][31] Use of Proceeds The report details the use of proceeds from three rights issues in 2022, 2023, and 2024, with all net proceeds from 2022 and 2023 fully utilized, some with revised purposes, while approximately HKD 22.5 million from the 2024 rights issue has been largely deployed, with HKD 6.5 million remaining unutilized and earmarked for financial services business development by June 30, 2025 - The net proceeds from the 2022 rights issue, approximately HKD 42.3 million, have been fully utilized as planned, including revised uses[36][38] - The net proceeds from the 2023 rights issue, approximately HKD 33.5 million, have been fully utilized as planned, including revised uses, with HKD 18.5 million originally designated for expanding the foundation business reallocated to developing financial services[41] - The net proceeds from the 2024 rights issue, approximately HKD 22.5 million, had HKD 6.5 million unutilized as of the reporting period end, expected to be used for financial services business by June 30, 2025, with HKD 10.0 million originally for generator acquisition also reallocated[42][43] Employees and Dividends As of March 31, 2025, the Group's full-time employees in Hong Kong significantly decreased to 22 from 83 in the prior year, with total staff costs for the reporting year at approximately HKD 21.9 million, a year-on-year decrease, and the Board does not recommend a final dividend for the reporting year Employee and Staff Cost Data | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Full-time Employees (Hong Kong) | 22 | 83 | | Total Staff Costs (HKD million) | 21.9 | 48.6 | - The Board does not recommend the payment of a final dividend for the reporting year[58] Directors' and Senior Management's Biographies This section provides detailed biographical information for the Group's directors and senior management Core Management Background This section details the biographies of the company's executive director, independent non-executive directors, and joint company secretaries, highlighting Ms. Liu Jingwen's expertise in investor relations and financial public relations, Mr. He Dingding, Ms. Chen Zixi, and Mr. Wu Jianlong's extensive backgrounds in capital markets, law, and construction engineering respectively, and Mr. Li Wentai and Ms. Zheng Chengxin's seasoned financial and accounting professionalism with public company experience - Executive Director Ms. Liu Jingwen, 36, holds a Bachelor of Psychology and an MBA, with extensive experience in investor relations, public relations, and blockchain development[60] - Independent Non-executive Director Mr. He Dingding is a Chartered Financial Analyst with over 20 years of experience in capital markets and corporate finance, serving as a director in multiple listed companies[61][62] - Joint Company Secretaries Mr. Li Wentai and Ms. Zheng Chengxin are both seasoned Certified Public Accountants, having served as Chief Financial Officers, Company Secretaries, or Independent Non-executive Directors in various Hong Kong listed companies[67][68][69][70][71] Corporate Governance Report This report details the Group's adherence to corporate governance principles and practices Corporate Governance Practices The Group is committed to high corporate governance standards, applying the GEM Listing Rules' Corporate Governance Code, and while generally compliant, it deviated from Code Provision C.2.1 regarding the separation of Chairman and Chief Executive Officer roles, as the Chairman position remains vacant since the former Chairman's resignation, with Executive Director Ms. Liu Jingwen primarily managing the Board, which believes the current structure maintains a balance of power - During the reporting period, the company complied with all applicable provisions of the Corporate Governance Code, except for Code Provision C.2.1, which stipulates the roles of Chairman and Chief Executive Officer should be separate[73] - The Chairman position has remained vacant since Mr. Tang Kwai Leung's resignation on December 29, 2023, and the company is still seeking a suitable candidate to fill it[73][88] Board and Committees The Board comprises one executive director and three independent non-executive directors, meeting listing rule requirements, and has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors with clear written terms of reference; the report details each committee's composition, responsibilities, meeting attendance, and outlines the Board diversity and nomination policies - The Board of Directors comprises 1 executive director and 3 independent non-executive directors, with independent non-executive directors constituting more than one-third, in compliance with the GEM Listing Rules[83] - The Audit Committee, Remuneration Committee, and Nomination Committee are all majority-led by independent non-executive directors who also serve as chairpersons[93][94][96] Board Committees and Responsibilities | Committee | Chairman | Key Responsibilities | | :--- | :--- | :--- | | Audit Committee | Mr. He Dingding | Review financial information, internal control and risk management systems, and relationship with external auditors | | Remuneration Committee | Mr. Wu Jianlong | Advise the Board on remuneration policies and structures for directors and senior management | | Nomination Committee | Ms. Chen Zixi | Review Board composition, assess independence of independent non-executive directors, and recommend new director candidates | Risk Management and Internal Control The Group maintains effective internal control and risk management systems, with the Board fully responsible for their annual review; the company has established risk management procedures, engaged independent consultants for internal control reviews, adopted anti-corruption and whistleblowing policies, and an inside information disclosure policy during the reporting period, with the Audit Committee deeming the systems effective and adequate, and currently outsources internal audit functions to external professionals - The Board confirms its overall responsibility for overseeing the company's internal control, financial control, and risk management systems, reviewing their effectiveness at least annually[123] - The company has adopted anti-corruption and whistleblowing policies, along with an inside information disclosure policy and procedures, to ensure compliance[125][127][128] - The Group has not yet established an internal audit function, as the Board believes outsourcing this function to independent professionals is more cost-effective given the company's size; the Audit Committee and Board will review this need annually[131] Environmental, Social and Governance (ESG) Report This report outlines the Group's commitment and performance across environmental, social, and governance aspects ESG Governance and Strategy The Group integrates ESG principles into its operations, with the Board holding ultimate responsibility for ESG strategy oversight and establishing an ESG working group; through stakeholder engagement and materiality assessment, "Business Ethics and Anti-corruption" and "Internal Grievance Mechanism" were identified as the most significant ESG issues, and the Group incorporates Sustainable Development Goals (especially SDG 3: Good Health and Well-being) into its management strategy, setting short-term emission reduction and resource use targets - The Board bears ultimate responsibility for the Group's ESG strategy and risk management, having established an ESG working group to assist with implementation[148] - Through materiality assessment, "Business Ethics and Anti-corruption" and "Internal Grievance Mechanism" were identified as the two most important ESG issues for the Group[160][163] - The Group has set short-term (up to FY2025/2026) emission reduction and resource consumption targets based on its performance in FY2024/2025[151] Environmental Performance During the reporting period, the Group focused on reducing its environmental impact, achieving a 19.57% year-on-year decrease in total greenhouse gas emissions primarily due to reduced diesel consumption, and a 39.16% decrease in non-hazardous solid waste generation; the Group set targets to maintain emissions and resource consumption at or below current levels by FY2025/26, with more ambitious reduction intensity targets for specific subsidiaries, and has begun preliminary assessment of climate change-related physical and transition risks Environmental Performance Metrics | Environmental Metric | Unit | FY2024/25 | FY2023/24 | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 2,300.75 | 2,860.51 | -19.57% | | Scope 1 (Direct) | tonnes CO2e | 2,279.91 | 2,840.55 | -19.74% | | Scope 2 (Indirect) | tonnes CO2e | 20.27 | 19.23 | +5.41% | | Non-hazardous Solid Waste | tonnes | 101.00 | 166.00 | -39.16% | | Total Water Consumption | cubic meters | 1,209.00 | 1,129.00 | +7.09% | | Total Energy Consumption | MWh | 9,146.20 | 11,377.83 | -19.61% | | - Electricity | MWh | 54.78 | 51.97 | +5.41% | | - Diesel | liters | 849,408.00 | 1,058,171.00 | -19.73% | - The Group has set a target that by FY2025/26, its exhaust gas, greenhouse gas emissions, solid waste, and wastewater volumes will not exceed the levels of FY2024/25[181] - The Group has begun identifying climate-related risks, with primary physical risks including rising average temperatures and extreme weather events, which could disrupt supply chains and increase costs[195] Social Performance The Group prioritizes employee well-being and complies with relevant labor laws, with 22 employees at the reporting period end; emphasizing "safety first," it recorded 2 work-related injury cases and no fatalities during the period, strictly prohibits child and forced labor through identity verification, and while no employee training or recreational activities were organized this year due to business focus, they are planned for the future Social Performance Metrics | Social Metric | FY2024/25 | | :--- | :--- | | Total Number of Employees | 22 | | Total Employee Turnover | 83 | | Total Employee Turnover Rate | 377.27% | | Work-related Fatalities | 0 | | Work-related Injury Cases | 2 | | Lost Days Due to Work-related Injuries | 573 | - The Group maintains strict policies prohibiting any form of unfair or unlawful dismissal and adopts a zero-tolerance stance on workplace violence, sexual harassment, and discrimination[202][204] - The Group strictly prohibits the employment of child labor and forced labor, verifying job applicants' identity documents during recruitment to ensure legal employment qualifications[217] Operating Practices The Group has established a stringent supply chain management system, prioritizing local suppliers and integrating environmental and social performance into partner selection criteria; regarding product quality, the Group adheres to ISO 9001 standards and has a customer complaint handling mechanism, while also highly valuing customer privacy and intellectual property protection; furthermore, the Group maintains a zero-tolerance stance on corruption and bribery, implementing a whistleblowing policy, and reported no significant product quality complaints, data leakage complaints, or concluded corruption lawsuits during the period - The Group collaborates with 80 suppliers in Hong Kong and implements a green procurement policy, prioritizing local suppliers and those with good environmental performance[223] - During the reporting period, the Group received no significant complaints regarding product quality and had no product recalls due to safety and health reasons[226][227] - The Group adopts a zero-tolerance stance on corruption, extortion, fraud, and money laundering, has a whistleblowing policy, and collaborates with the Independent Commission Against Corruption to develop anti-corruption initiatives, with no concluded corruption lawsuits during the reporting period[233][234][235] Directors' Report This report provides an overview of the Group's business, financial performance, dividend policy, and key corporate activities Core Content of Directors' Report This report outlines the Group's principal activities, financial summary, dividend policy, and key corporate events during the year, noting its core business in foundation engineering, expanded into machinery leasing and money lending, with no significant changes in business nature and no final dividend recommended by the Board; it also discloses high customer and supplier concentration, with the top five customers accounting for 97.8% of total turnover, and confirms directors' and major shareholders' equity interests, while affirming the company maintained sufficient public float - The Group's principal activities are bored piling and other foundation works, along with machinery leasing and money lending businesses[258] - The Board does not recommend the payment of a final dividend for the reporting year[265] - There is a significant customer concentration risk: during the reporting year, the largest customer accounted for 61.6% of total turnover, and the top five customers collectively accounted for as high as 97.8%[280] - Based on public information, the company maintained a public float of at least 25% during the reporting period, in compliance with GEM Listing Rules requirements[303] Independent Auditor's Report This report presents the independent auditor's opinion on the Group's consolidated financial statements and highlights key audit matters Audit Opinion and Key Audit Matters Independent auditor RSM Hong Kong issued an unmodified opinion on the Group's consolidated financial statements as of March 31, 2025, affirming they present a true and fair view of the Group's financial position and performance; the report specifically highlighted two key audit matters: revenue and cost recognition for construction contracts, and impairment of expected credit losses for trade receivables from construction contracts, retention receivables, and contract assets, both involving significant management judgment and estimation - The auditor issued an unmodified audit opinion, stating that the consolidated financial statements present a true and fair view of the Group's financial position and are properly prepared in accordance with Hong Kong Financial Reporting Standards[311] - Key Audit Matter 1: Revenue and cost recognition for construction contracts and contract assets, which involves significant management judgment and estimation regarding the final outcome of contracts, including forecasting costs to complete and evaluating contract variations, thus containing subjectivity[315][319] - Key Audit Matter 2: Impairment of expected credit losses for trade receivables from construction contracts, retention receivables, and contract assets, which involves subjective and significant management judgment based on the expected credit loss model, increasing the risk of error or management bias[319][324] Consolidated Financial Statements This section presents the Group's audited consolidated financial statements for the year ended March 31, 2025 Financial Statements Summary This section contains the Group's audited consolidated financial statements for the year ended March 31, 2025, during which the Group turned from profit to loss, recording a HKD 31.2 million loss, with total assets slightly decreasing to HKD 137.1 million, net assets falling from HKD 123.4 million to HKD 115.5 million, and net cash outflow from operating activities at HKD 26.7 million Key Financial Indicators | Key Financial Indicators (HKD thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Consolidated Statement of Profit or Loss | | | | Revenue | 158,547 | 139,969 | | Gross Profit | 13,567 | 34,926 | | (Loss)/Profit for the Year | (31,151) | 7,617 | | (Loss)/Earnings Per Share (HK cents) | (5.39) | 2.12 | | Consolidated Statement of Financial Position | | | | Non-current Assets | 27,605 | 47,446 | | Current Assets | 109,527 | 121,257 | | Current Liabilities | 21,557 | 44,399 | | Net Assets | 115,526 | 123,381 | | Consolidated Statement of Cash Flows | | | | Net Cash Used in Operating Activities | (26,694) | (2,346) | | Net Cash Used in Investing Activities | (20,801) | (6,376) | | Net Cash From Financing Activities | 19,580 | 44,709 | | Cash and Cash Equivalents at Year End | 13,597 | 41,512 | Notes to the Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the consolidated financial statements Critical Accounting Judgments and Key Estimates This note discloses significant judgments and key estimates made by management in preparing the financial statements, crucial for understanding the company's financials; primary sources of uncertainty include revenue and profit recognition for construction contracts, impairment assessment of property, plant and equipment and right-of-use assets, impairment of trade receivables from construction contracts and contract assets, impairment of debt investments and loans receivable, and income tax calculations, all highly correlated with key audit matters in the auditor's report due to their high uncertainty - Revenue recognition for construction contracts relies on management's estimates of total contract outcomes and progress towards completion, and actual results may differ from these estimates[421] - Due to operating losses in the construction business, management performed impairment tests on related cash-generating units and recognized an impairment loss of HKD 18,534,000 on property, plant and equipment[422][488] - Impairment provisions for trade receivables from construction contracts, contract assets, debt investments, and loans receivable are based on the expected credit loss model, involving significant estimates of historical default rates and forward-looking information[423][424] Changes in Equity This note details changes in the company's share capital during the reporting period, where approximately 240 million new shares were issued through a 2024 rights issue and placing, raising net proceeds of about HKD 23.1 million; as of March 31, 2025, total issued ordinary shares increased to 719,987,379, and the company is in a net cash position, thus no debt-to-equity ratio was calculated - On November 20, 2024, the company completed a rights issue and placing, issuing 60,123,934 and 179,860,000 ordinary shares respectively, both at a subscription/placing price of HKD 0.1 per share[522] - As of March 31, 2025, the company was in a net cash position, with cash and cash equivalents exceeding total debt by approximately HKD 12.3 million, thus no debt-to-equity ratio was calculated[524] Contingent Liabilities This note discloses the Group's contingent liabilities, including a significant potential breach of contract claim against an indirect wholly-owned subsidiary with a maximum exposure of approximately HKD 15.0 million; as of the reporting period end, no legal proceedings have commenced, and the directors believe no provision is required - An indirect subsidiary faces a potential claim dispute regarding breach of contract, with a maximum exposure of approximately HKD 15,050,000[543] - Considering the current status of the dispute and legal counsel's advice, the directors believe no provision is required to be recognized for this matter as of March 31, 2025[543] Events After Reporting Period This note discloses significant events occurring after the reporting period, where the Group continued its business diversification strategy by signing brand cooperation agreements to expand the "Cha Da Ye" beverage brand into Southeast Asia and open new stores in Hong Kong, which is expected to positively contribute to long-term revenue growth - In January and May 2025, the Group signed multiple agreements to expand the "Cha Da Ye" beverage brand into the Southeast Asian market and open new stores in Hong Kong[545] - These initiatives reflect the Group's strategic regional market expansion with a focus on health-conscious tea beverages, expected to enhance its presence in key markets and positively contribute to long-term revenue growth[545] Financial Summary This section provides a five-year overview of the Group's financial performance, assets, and liabilities Five-Year Financial Data Review This section provides a summary of the Group's performance, assets, and liabilities over the past five fiscal years, showing relatively stable revenue but volatile profitability, with losses recorded in 2022, 2023, and 2025; equity attributable to owners was HKD 115.5 million in 2025, a decrease from 2024 but higher than previous years Five-Year Financial Summary | (HKD thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 158,547 | 139,969 | 135,099 | 146,737 | 141,791 | | (Loss)/Profit Before Tax | (30,270) | 7,127 | (27,886) | (42,331) | (14,466) | | (Loss)/Profit for the Year | (31,151) | 7,617 | (27,089) | (37,796) | (14,714) | | Assets and Liabilities | | | | | | | Non-current Assets | 27,605 | 47,446 | 65,163 | 56,055 | 56,012 | | Net Current Assets | 87,970 | 76,858 | 10,324 | 111 | 10,885 | | Equity Attributable to Owners of the Company | 115,526 | 123,381 | 72,622 | 50,526 | 54,766 |