Corporate Information This section details the company's fundamental information, including board and committee member changes, key personnel, and professional advisors Corporate Information This chapter provides basic company information, including lists of board and committee members, company secretary, registered office, share registrar, independent auditor, and principal bankers Changes in Board Members | Name | Position | Change | Date | | :--- | :--- | :--- | :--- | | Mr. DENG Jianguo | Executive Director | Appointed | August 15, 2024 | | Mr. CHAN Yuk Charm | Executive Director | Removed | January 10, 2025 | | Ms. LO Lai Lai Samantha | Independent Non-executive Director | Appointed | July 9, 2024 | | Ms. HU Ruixuan | Independent Non-executive Director | Appointed | August 15, 2024 | | Mr. WONG Wai Kit | Independent Non-executive Director | Appointed | August 15, 2024 | | Ms. LIU Ting | Independent Non-executive Director | Resigned | July 9, 2024 | | Mr. XIAO Ganghua | Independent Non-executive Director | Resigned | August 22, 2024 | | Mr. NG Ki Man | Independent Non-executive Director | Resigned | August 13, 2024 | - The company's independent auditor is CCTH CPA Limited8 Chairman's Report The Chairman's Report highlights the Group's successful turnaround to a profit of HKD 16.1 million, driven by diversified operations despite property project delays Chairman's Report The Chairman's Report reviews the financial year ended March 31, 2025, highlighting the Group's successful turnaround to a profit attributable to shareholders of approximately HKD 16.1 million Annual Performance Highlights | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Profit/(Loss) Attributable to Shareholders | Approx. HKD 16.1 million | Approx. (HKD 126.8 million) | | Total Assets | Approx. HKD 1,510.8 million | N/A | - The Group primarily engages in property investment, property development, hotel operations, big health planning and management services, and premium baijiu trading and development businesses in China1416 - Due to the COVID-19 pandemic, the Golden Beach No. 1 property development project in Weihai, Shandong, experienced significant construction delays, with completion now expected in 2026/2027. The project has a total gross floor area of approximately 195,000 square meters and a current total market valuation of approximately RMB 808 million181922 - The Group's recently launched premium baijiu trading and development business provides sustainable development opportunities and stable operating cash flow2022 Management Discussion and Analysis This section provides an in-depth analysis of the Group's operational and financial performance, liquidity, risk factors, and future strategic outlook Business Review The Group's business review highlights its core property development, hotel operations, big health, and new premium baijiu trading segments in China - The Group's core property development project is the 'Weihai Property' (Golden Beach No. 1) in Weihai, Shandong, with a total gross floor area of approximately 195,000 square meters, of which about 130,000 square meters will be sold as serviced apartments3538 Weihai Property Pre-sale Status | Indicator | Value | | :--- | :--- | | Total Accumulated Pre-sale Amount | Approx. RMB 207 million | | Total Pre-sold Area | Approx. 17,000 square meters | | Expected Revenue Recognition Time | FY2026/2027 | - The hotel portion of the Weihai Property is expected to offer approximately 200 luxury suites and will be managed by an internationally renowned hotel group, with completion anticipated in 2026/20274851 - The Group commenced its premium baijiu trading and development business in 2023, aiming to provide sustainable business development opportunities293450 Financial Review The Group achieved a significant turnaround to a profit of HKD 16.14 million this fiscal year, despite revenue decline, primarily due to a 99.9% reduction in finance costs Key Financial Indicators | Indicator | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 111,407 | 183,461 | | Profit/(Loss) Attributable to Owners of the Company | 16,136 | (126,785) | | Earnings/(Loss) Per Share | 7.37 HK cents | (70.25 HK cents) | | Total Assets | 1,510,839 | 1,438,155 | | Net Assets Attributable to Owners of the Company | 374,701 | 121,198 | - Revenue for the current year was approximately HKD 111.4 million, a decrease from HKD 183.5 million in the prior year, primarily due to unfavorable market conditions in China5860 - Finance costs significantly decreased by 99.9% from approximately HKD 47.4 million in the prior year to approximately HKD 0.06 million in the current year, mainly due to an agreement to terminate interest payments on borrowings6369 Liquidity, Financial Resources and Capital Structure The Group's financial position significantly improved, with net current assets turning positive to HKD 1 billion and the current ratio increasing to 4.27 times, alongside a reduced net gearing ratio Changes in Liquidity Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net Current Assets/(Liabilities) | Approx. HKD 1 billion | Approx. (HKD 31 million) | | Current Ratio | Approx. 4.27 times | Approx. 0.98 times | | Cash and Bank Balances | Approx. HKD 112 million | Approx. HKD 179 million | - The Group's debt-to-equity structure improved, with the net gearing ratio attributable to owners decreasing from 519.4% to 182.9%57 - During the year, the Group acquired 100% equity interest in Sichuan Tianfu Jinpenzi Liquor Group Co., Ltd. for RMB 30 million (approximately HKD 32.1 million) to support its premium baijiu business8084 Principal Risks and Uncertainties The Group faces key risks primarily linked to its China operations, including macroeconomic uncertainties, real estate policy changes, potential pandemic resurgence, and currency fluctuation - The Group's operations are primarily located in China, thus its principal risks are closely related to China's demand, economic performance, and political environment97101 - China's macroeconomic control policies on the real estate sector, such as purchase restrictions, price controls, and lending restrictions, are among the Group's primary sources of risk99102 - A potential resurgence of the COVID-19 pandemic could continue to impact the economic environment, thereby affecting the Group's operations98101 - As the Group's assets are primarily located in China and denominated in RMB, fluctuations in the RMB to HKD exchange rate will impact the Group104108 Future Prospects The Group plans to focus on property development, hotel operations, big health services, and premium baijiu trading in China, with key projects expected to drive future revenue and cash flow - Property Development: Phase one apartments of the key 'Golden Beach No. 1' project, affected by the pandemic, are now expected to be completed in the second half of 2026, with sales revenue recognized in FY2026/20278894 - Hotel Operations: Phase one hotel of 'Golden Beach No. 1' is expected to be completed and open in 2027, becoming Weihai City's first international five-star hotel8994 - Baijiu Business: The premium baijiu trading and development business, launched in 2023, is expected to significantly increase the Group's cash flow and revenue9296 - Big Health Business: Steadily developing since its establishment in 2020, future plans include collaborating with property owners to transform properties into high-end health and wellness projects9195 Directors' Biographies This section provides detailed biographies of the company's executive and independent non-executive directors, highlighting their diverse professional backgrounds and extensive industry experience Directors' Biographies This section provides detailed biographies of the company's executive and independent non-executive directors, highlighting their diverse professional backgrounds and extensive industry experience - Mr. WEI Zhenming, Chairman of the Board, 61, possesses over 40 years of business experience in mainland China and has operated integrated health and wellness businesses since 2020112115 - Mr. DENG Jianguo, Executive Director, 56, has over 30 years of experience in technology and corporate management, primarily in real estate development113116 - The independent non-executive directors possess diverse professional backgrounds, including corporate management, marketing, procurement, financial management, and accounting114117120 Corporate Governance Report This report details the company's corporate governance framework, including board structure, committee functions, risk management, and shareholder engagement practices The Board and Committees This section outlines the company's board structure, composition, and operational practices, detailing the roles and attendance of its five directors and three key committees - As of the reporting date, the Board comprises five directors, including two executive directors and three independent non-executive directors, meeting the Listing Rules' requirements for the number and proportion of independent non-executive directors129 Board Meeting Attendance Record for the Year | Director Name | Meetings Attended / Eligible to Attend | | :--- | :--- | | Mr. WEI Zhenming | 16/16 | | Mr. DENG Jianguo | 8/9 | | Ms. HU Ruixuan | 9/9 | | Mr. WONG Wai Kit | 9/9 | | Ms. LO Lai Lai Samantha | 13/13 | - The Audit Committee, chaired by Ms. LO Lai Lai Samantha, comprises all independent non-executive directors and is responsible for overseeing financial reporting, risk management, and internal control systems177179 - The Remuneration, Quality and Nomination Committee (RQNC), also composed of three independent non-executive directors and chaired by Ms. HU Ruixuan, is responsible for remuneration policies, director nominations, and board structure evaluation186189 Risk Management and Internal Controls The Board oversees the Group's risk management and internal control systems, confirmed as effective and adequate by management, with established procedures for handling inside information - The Board confirms its responsibility for the effectiveness of risk management and internal control systems, which were annually reviewed by the Audit and Risk Management Committee for the year ended March 31, 2025213215218 - Management has confirmed to the Board that the risk management and internal control systems for the current year are effective and adequate215220 - The Group has adopted procedures for handling and disseminating inside information, including compliance with disclosure requirements, regulating third-party communications, implementing fair disclosure policies, and strictly prohibiting unauthorized use of confidential information220226 Shareholders' Rights and Investor Relations The company upholds shareholder rights, enabling general meeting requests from 5% voting shareholders and ensuring transparent communication through various channels, including AGMs and its website - Shareholders holding not less than 5% of the total voting rights are entitled to request the Board to convene a general meeting228232 - The company enhances communication by promptly responding to investor inquiries through general meetings, its website (http://www.crown727.com), and announcements231234235 - All resolutions at general meetings are voted on by poll, with results published on the Stock Exchange and the company's website233238 Report of the Directors This report outlines the company's principal activities, financial results, major customer and supplier concentration, and details on share capital and shareholder interests Principal Activities and Results The company primarily engages in investment holding and subsidiary management, with core businesses in property, hotel, big health, and premium baijiu, and no final dividend proposed for the year - The Group primarily engages in property investment, property development, hotel operations, big health business, and premium baijiu trading242248 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025243250 Major Customers and Suppliers The Group exhibits high customer and supplier concentration, with the largest customer accounting for 84.5% of total turnover and the largest supplier for 100% of total purchases Customer and Supplier Concentration | Item | Percentage | | :--- | :--- | | Largest Customer's Share of Total Turnover | 84.5% | | Top Five Customers' Share of Total Turnover | 100% | | Largest Supplier's Share of Total Purchases | 100% | Share Capital and Shareholders' Interests This section details the company's share capital, shareholder interests, and share option scheme, noting no listed securities were bought, sold, or redeemed during the period - During the current year, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities266268 Major Shareholders' Shareholding (as of March 31, 2025) | Shareholder Name | Number of Shares (shares) | Shareholding Percentage | | :--- | :--- | :--- | | CLC | 60,949,100 | 19.1% | | China Huarong Asset Management Co., Ltd. | 100,949,100 | 31.70% | | Redstone Association Limited | 68,698,239 | 21.61% | | Crown International Corp. Limited | 40,000,000 | 12.50% | - The company adopted a share option scheme on September 25, 2015, valid for 10 years, to incentivize eligible participants contributing to the Group; no outstanding share options existed at the end of the reporting period300301 Environmental, Social and Governance Report This report details the Group's commitment to environmental protection, social responsibility, and robust governance practices, including performance metrics and risk management Environmental The Group prioritizes environmental protection, setting targets to reduce greenhouse gas emissions and waste intensity by 5% by FY2028, while addressing climate change risks Greenhouse Gas Emissions Performance | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | tonnes of CO2 equivalent | 14.49 | 9.58 | | Scope 2 (Indirect Emissions) | tonnes of CO2 equivalent | 25.32 | 18.24 | | Total GHG Emissions | tonnes of CO2 equivalent | 45.84 | 34.06 | | Emissions Intensity | tonnes of CO2 equivalent/per employee | 1.76 | 1.55 | Resource Consumption Performance | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 93.36 | 63.77 | | Energy Consumption Intensity | MWh/per employee | 3.59 | 2.90 | | Total Water Consumption | cubic meters | 250.00 | 241.00 | | Water Consumption Intensity | cubic meters/per employee | 9.62 | 10.95 | - The Group has set environmental targets to progressively reduce greenhouse gas emission intensity, waste disposal intensity, and energy consumption intensity by 5% by FY2028, using FY2023 as the baseline367380390 - The Group has identified physical risks (e.g., extreme weather damage to properties) and transition risks (e.g., increased operating costs from stricter environmental regulations) posed by climate change and has developed response plans409410 Social The Group prioritizes social responsibility by fostering fair employment, ensuring a healthy work environment, prohibiting child and forced labor, managing supply chain risks, and upholding business ethics through anti-corruption policies Employee Profile (as of March 31, 2025) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Total Employees | 26 | 22 | | Male | 14 | 12 | | Female | 12 | 10 | | Employee Turnover Rate | 0% | 27.91% | - The Group strictly adheres to labor laws, prohibiting child and forced labor, and rigorously verifies candidates' identities and ages during recruitment443444 - The Group has established a supplier selection mechanism and formulated a 'Green Procurement Specification' to manage environmental and social risks within its supply chain448450 - To maintain business ethics, the Group strictly prohibits all forms of corruption, fraud, and money laundering, and has established an anonymous whistleblower hotline and an independent audit team465470 Independent Auditor's Report This report presents the independent auditor's unmodified opinion on the Group's consolidated financial statements, highlighting key audit matters and the procedures undertaken Independent Auditor's Report The independent auditor issued an unmodified opinion on the Group's financial statements, highlighting the net realizable value of properties under development for sale as a key audit matter due to its materiality and management judgment - The auditor's opinion is unmodified, stating that the consolidated financial statements fairly present the Group's financial position and performance and are properly prepared in accordance with Hong Kong Financial Reporting Standards492494 - The report identifies 'net realizable value of properties under development for sale' as a key audit matter. As of March 31, 2025, the carrying value of these properties was approximately HKD 717 million497498 - In response to this key audit matter, the auditor's procedures included assessing the appropriateness of management's methods, evaluating the reasonableness of key assumptions, and engaging audit experts for assistance502 Consolidated Financial Statements This section presents the Group's comprehensive financial statements, including the statement of profit or loss, financial position, cash flows, and detailed explanatory notes Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement shows the Group's operating results, highlighting a turnaround to a HKD 16.14 million profit from a HKD 127 million loss, despite revenue decline, primarily due to reduced finance costs Consolidated Statement of Profit or Loss Summary | Item (Thousand HKD) | FY2025 | FY2024 (Restated) | | :--- | :--- | :--- | | Revenue | 111,407 | 183,461 | | Gross Profit | 31,109 | 47,323 | | Operating Profit/(Loss) | 23,459 | (68,500) | | Profit/(Loss) Before Income Tax | 23,459 | (115,762) | | Profit/(Loss) for the Year | 16,136 | (127,200) | | Profit/(Loss) Attributable to Owners of the Company | 16,136 | (126,785) | | Basic Earnings/(Loss) Per Share | 7.37 HK cents | (70.25 HK cents) | Consolidated Statement of Financial Position This statement reflects the Group's improved financial position, with total assets increasing to HKD 1.51 billion and a significant shift from net current liabilities to HKD 1.007 billion in net current assets Consolidated Statement of Financial Position Summary | Item (Thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 195,416 | 152,606 | | Current Assets | 1,315,423 | 1,285,549 | | Total Assets | 1,510,839 | 1,438,155 | | Liabilities and Equity | | | | Current Liabilities | 308,351 | 1,316,506 | | Non-current Liabilities | 827,787 | 451 | | Total Liabilities | 1,136,138 | 1,316,957 | | Net Assets | 374,701 | 121,198 | | Total Equity | 374,701 | 121,198 | Consolidated Statement of Cash Flows This statement shows a net cash decrease of HKD 67.86 million for the year, driven by HKD 317 million net cash outflow from operating activities, partially offset by financing activities Consolidated Statement of Cash Flows Summary | Item (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | (316,757) | 270,659 | | Net Cash Flows from Investing Activities | 7,646 | (32,205) | | Net Cash Flows from Financing Activities | 241,249 | (58,980) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (67,862) | 179,474 | | Cash and Cash Equivalents at Beginning of Year | 177,587 | 2,481 | | Cash and Cash Equivalents at End of Year | 110,731 | 177,587 | Notes to the Consolidated Financial Statements This section provides detailed notes to the financial statements, highlighting premium baijiu trade as the sole revenue source, reclassification of a HKD 800 million loan to non-current, significant equity fundraising, and a baijiu producer acquisition - Segment reporting indicates that for the year ended March 31, 2025, all of the Group's HKD 111.4 million in external customer revenue was derived from the 'Premium Baijiu Trading and Development' segment774 - A entrusted loan of approximately HKD 807 million, originally classified as a current liability in 2024, was reclassified as a non-current liability in the March 31, 2025 financial statements after an agreement with the bank on March 28, 2025, for repayment on March 27, 2028, without interest861862863 - During the year, the company undertook significant equity financing activities, including a rights issue raising approximately HKD 89.29 million at HKD 0.088 per share, and a subscription for new shares raising approximately HKD 155 million at HKD 0.88 per share, followed by a 20-for-1 share consolidation872873 - The Group completed the acquisition of Sichuan Tianfu Jinpenzi Liquor Group Co., Ltd. on March 27, 2025, for a consideration of HKD 32.11 million, paid through the issuance of a three-year interest-free promissory note865911 Financial Summary This section provides a concise overview of the Group's key financial performance and position over the past five fiscal years Five-Year Financial Summary This section summarizes the Group's five-year financial performance, showing a turnaround to profit in FY2025 after three years of significant losses, with total assets slightly recovering and net assets growing substantially Five-Year Performance Summary (Thousand HKD) | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 13,866 | 17,499 | – | 183,461 | 111,407 | | Profit/(Loss) for the Year | (105,882) | (726,978) | (1,070,002) | (127,200) | 16,136 | Five-Year Assets and Liabilities Summary (Thousand HKD) | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 3,632,759 | 2,972,705 | 1,656,507 | 1,438,155 | 1,510,839 | | Total Liabilities | (1,679,760) | (1,660,265) | (1,492,989) | (1,316,957) | (1,136,138) | | Net Assets | 1,952,999 | 1,312,440 | 163,518 | 121,198 | 374,701 |
皇冠环球集团(00727) - 2025 - 年度财报