中发展控股(00475) - 2025 - 年度业绩

Financial Performance Summary Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's total revenue increased by 21.0% to HKD 228.1 million, driven by energy business expansion, leading to a narrowed loss attributable to owners of HKD 19.17 million, down 38.2% year-on-year Key Profit or Loss Data (HKD Thousands) | Indicator | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 228,105 | 188,549 | +21.0% | | Gross Profit | 11,282 | 7,736 | +45.8% | | Loss Before Tax | (19,139) | (30,885) | -38.0% | | Loss for the Year | (18,033) | (31,029) | -41.9% | | Loss Attributable to Owners of the Company for the Year | (19,170) | (31,050) | -38.2% | | Basic Loss Per Share (HK Cents) | (4.79) | (8.01) | -40.2% | - The narrowing of annual loss was primarily due to revenue growth, improved gross profit, and fair value gains on derivative financial instruments[3] Consolidated Statement of Financial Position As of March 31, 2025, the Group's net assets significantly decreased to HKD 11.88 million, and a net current liability of HKD 26.93 million emerged, primarily due to reclassification of convertible bonds, indicating increased short-term repayment pressure Key Balance Sheet Data (HKD Thousands) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 190,521 | 210,033 | -9.3% | | Current Assets | 73,306 | 49,289 | +48.7% | | Current Liabilities | 100,235 | 36,557 | +174.2% | | Non-current Liabilities | 151,715 | 194,937 | -22.2% | | Net Current (Liabilities) Assets | (26,929) | 12,732 | Turned to Net Liabilities | | Net Assets | 11,877 | 27,828 | -57.3% | - The significant increase in current liabilities was primarily due to the reclassification of HKD 45.40 million in principal of convertible bonds and their derivatives from non-current to current liabilities as they become due within one year[5][35] Notes to the Financial Statements Basis of Preparation and Going Concern Despite a net loss of HKD 19.17 million and net current liabilities of HKD 26.93 million, the Board deems the going concern basis appropriate, supported by strategic plans including a convertible bond repayment deferral agreement and strict cost controls - The Group faces going concern challenges, marked by an annual loss and net current liabilities[13] - Management has implemented measures to alleviate liquidity pressure, with a key action being an agreement with Mr. Zhang Bing, Executive Director and convertible bondholder, to defer repayment requests[14] - Should the Group not be able to continue as a going concern, significant adjustments to the financial statements would be required, which are not currently reflected[14] Revenue and Segment Information The Group's total revenue is primarily driven by the energy business, which saw a 29.8% increase to HKD 221.3 million, while the jewelry business revenue significantly declined by 62.4% to HKD 6.77 million Revenue by Product (HKD Thousands) | Product | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Jewelry Products | 6,773 | 18,000 | -62.4% | | Refined Oil | 61,905 | 64,857 | -4.6% | | Liquefied Natural Gas | 159,427 | 105,347 | +51.3% | | Solar Products | – | 345 | -100% | | Total Revenue | 228,105 | 188,549 | +21.0% | Revenue and Results by Business Segment (HKD Thousands) | Business Segment | Revenue (2025) | Revenue (2024) | Segment Loss (2025) | Segment Loss (2024) | | :--- | :--- | :--- | :--- | :--- | | Jewelry Business | 6,773 | 18,000 | (445) | (195) | | Energy Business | 221,332 | 170,549 | (3,170) | (7,379) | | Total | 228,105 | 188,549 | (3,615) | (7,574) | Key Items Analysis The year saw a net other income of HKD 6.32 million, largely from fair value gains on derivative financial instruments offsetting investment property losses, while finance costs increased to HKD 16.75 million due to convertible bond and shareholder loan interest - Fair value changes in derivative financial instruments (related to convertible bonds) shifted from a HKD 4.00 million loss last year to a HKD 14.86 million gain this year, a key non-operating item impacting profit or loss[23][35] Composition of Finance Costs (HKD Thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest on Bank Borrowings | 1,499 | 1,038 | | Interest on Convertible Bonds | 8,447 | 6,895 | | Interest on Loans from Shareholders and Controlling Shareholder | 6,643 | 4,701 | | Interest on Lease Liabilities | 162 | 153 | | Total | 16,751 | 12,787 | - The company issued HKD 52.00 million in principal of convertible bonds in 2022, subsequently measured at amortized cost, with the derivative component measured at fair value and changes recognized in profit or loss[33][34] Summary of Independent Auditor's Report Audit Opinion PwC issued an unmodified audit opinion on the Group's consolidated financial statements, affirming their true and fair presentation of the financial position and performance - The auditor believes the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards and are properly prepared under the Hong Kong Companies Ordinance[37] Material Uncertainty Related to Going Concern Despite an unmodified opinion, the auditor included an emphasis of matter paragraph highlighting significant uncertainty regarding going concern due to the Group's annual loss and net current liabilities - The auditor specifically draws attention to the Group's net loss attributable to owners of approximately HKD 19.17 million for the year and net current liabilities of approximately HKD 26.93 million at the reporting date[38] - This matter indicates 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[38] Management Discussion and Analysis Business Review The Group's total sales increased by 21.0% to HKD 228.1 million, driven solely by the energy business's nearly 30% revenue growth, while the jewelry business faced significant challenges with over 60% revenue decline Energy Business Energy business revenue grew 29.8% to HKD 221.3 million, primarily from LNG sales expansion, while refined oil sales declined and solar PV business was severely impacted by trade barriers and competition - Energy business revenue increased by 29.8% from HKD 171 million to HKD 221 million[40] - Growth was primarily driven by Liquefied Natural Gas (LNG) sales, with the company expanding operations to other Chinese cities by establishing a sales office in Shenzhen[40][41] - Refined oil sales decreased year-on-year due to reduced public travel intent and international trade impacting logistics demand, while the solar business was significantly impacted by trade barriers and market competition[41][42] Jewelry Business Jewelry business revenue plummeted 62.4% to HKD 6.80 million, reflecting weak performance in both Hong Kong and mainland China markets due to intense competition, economic slowdown, and changing consumer preferences - Jewelry business revenue decreased by approximately 62.4% from HKD 18.00 million last year to approximately HKD 6.80 million this year[48] - Reasons for the decline include intense competition and weak consumer confidence in Hong Kong, and economic slowdown, prevalence of lab-grown diamonds, and rising gold prices in mainland China[48] Outlook The Group anticipates stable growth in the LNG market, planning to expand its distribution network and focus on high-quality natural gas projects to support regional energy transition, while adopting flexible strategies for the challenging jewelry business - The company anticipates stable and sustainable growth in the LNG market, planning to establish additional offices beyond Shenzhen to expand its distribution network, expecting robust LNG business growth[49][50] - Refined oil remains a fundamental energy safeguard in the short term, and the company will seize opportunities in the oil and gas business to provide stable cash flow for the Group[50][51] - The company plans to focus on projects aligned with national policies, such as distributed natural gas energy stations and direct LNG supply services to industrial users, to navigate market uncertainties and achieve long-term value[53] Financial Review Loss attributable to owners narrowed by 38.3% to HKD 19.20 million, driven by a 21.0% revenue increase, a 0.8 percentage point gross margin improvement, and a net other income of HKD 6.30 million from fair value gains on derivative financial instruments Financial Performance Overview (HKD Millions) | Indicator | Current Year | Prior Year | Change | | :--- | :--- | :--- | :--- | | Revenue | 228.1 | 188.5 | +21.0% | | Gross Profit | 11.3 | 7.7 | +45.8% | | Gross Margin | 4.9% | 4.1% | +0.8pp | | Net Other Income/(Loss) | 6.3 | (6.1) | Turned to Profit | | Loss Attributable to Owners | (19.2) | (31.1) | -38.3% | - Administrative expenses remained largely flat, reflecting the company's strict cost control measures[60] - The Board does not recommend the payment of a final dividend for the current year[65] Liquidity and Financial Position The Group's liquidity is strained with net current liabilities of HKD 26.90 million and a current ratio of 0.7, while the gearing ratio surged to 259.6%, mitigated by a convertible bond repayment deferral agreement - As of March 31, 2025, the Group had net current liabilities of approximately HKD 26.90 million, compared to net current assets of HKD 12.70 million in the prior year, primarily due to the reclassification of convertible bonds to current liabilities[66][67] - To alleviate liquidity pressure, the Group reached an understanding with Mr. Zhang Bing, the convertible bondholder and Executive Director, that repayment will not be demanded within 18 months after the bond's maturity[67] Capital Structure Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Bank Borrowings | HKD 30.80 million | HKD 23.00 million | | Gearing Ratio | 259.6% | 82.6% | | Debt Ratio (Total Liabilities/Total Assets) | 95.5% | 89.3% | Corporate Governance and Other Information Corporate Governance and Compliance The company affirmed compliance with the Listing Rules' Corporate Governance Code, and the Audit Committee reviewed the consolidated financial statements, deeming them compliant with accounting standards and adequately disclosed - The company has adopted and consistently complied with all applicable code provisions of the Corporate Governance Code throughout the year[83] - The Audit Committee, comprising three independent non-executive directors, reviewed the annual results and expressed satisfaction with their compliance and disclosure adequacy[86] Directors and Employees The report details changes in independent non-executive directors' external positions and remuneration adjustments, with the Group maintaining 64 employees and a competitive compensation policy - Disclosures include changes in external positions for independent non-executive directors Mr. Jin Qingjun, Mr. Lan Yadong, and Ms. Zhong Yingjie, as well as adjustments to directors' emoluments for Mr. Lan Yadong and Mr. Li Weiqi[85] - As of March 31, 2025, the Group's employee headcount remained 64, with a competitive remuneration policy including bonuses and share option schemes[77] Share-related Information No listed securities were purchased, redeemed, or sold during the year, public float requirements were maintained, and the AGM is scheduled for September 11, 2025, with associated share transfer book closure dates announced - There were no purchases, sales, or redemptions of the company's listed securities during the year[87] - The Annual General Meeting will be held on September 11, 2025, with share transfer registration suspended from September 8 to 11, 2025[81][82] - The company confirmed that it has maintained the public float requirement as stipulated by the Listing Rules as of the announcement date[89]