佳宁娜(00126) - 2025 - 年度业绩

Overall Performance Overview Consolidated Statement of Profit or Loss For the year ended March 31, 2025, the Group's revenue decreased by 12.7% to HK$577,521 thousand, with gross profit falling to HK$242,095 thousand, while the loss for the year significantly narrowed by 45.6% to HK$141,900 thousand, driven by reduced expenses and increased tax credits Consolidated Statement of Profit or Loss Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 577,521 | 661,856 | -12.7% | | Cost of sales | (335,426) | (398,069) | -15.8% | | Gross profit | 242,095 | 263,787 | -8.3% | | Other income and gains, net | 15,845 | 48,714 | -67.4% | | Selling and distribution expenses | (125,463) | (141,847) | -11.6% | | General and administrative expenses | (88,883) | (119,075) | -25.4% | | Other expenses, net | (66,579) | (123,695) | -46.2% | | Finance costs | (107,860) | (127,036) | -15.0% | | Share of loss of associates | (56,075) | (64,870) | -13.5% | | Loss before tax | (186,920) | (264,022) | -29.2% | | Income tax credit | 45,020 | 2,933 | +1435.6% | | Loss for the year | (141,900) | (261,089) | -45.6% | | Loss attributable to owners of the parent | (135,187) | (250,250) | -46.0% | | Basic loss per share (HK cents) | (8.60) | (15.93) | -46.0% | Consolidated Statement of Comprehensive Income The total comprehensive loss for the year significantly narrowed by 67.1% to HK$160,606 thousand, primarily due to improved exchange differences and fair value changes of equity investments Consolidated Statement of Comprehensive Income Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year | (141,900) | (261,089) | -45.6% | | Exchange differences on translation of foreign operations | (26,588) | (145,950) | -81.8% | | Fair value changes of equity investments designated at fair value through other comprehensive income | 26,749 | (66,414) | +140.3% | | Total comprehensive loss for the year | (160,606) | (488,763) | -67.1% | | Total comprehensive loss attributable to owners of the parent | (153,778) | (475,748) | -67.7% | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets less current liabilities were HK$3,609,223 thousand, with net assets slightly decreasing to HK$2,917,783 thousand, while net current liabilities improved to HK$814,511 thousand, but high interest-bearing bank borrowings of HK$1,260,478 thousand in current liabilities indicate liquidity pressure Consolidated Statement of Financial Position Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 4,423,734 | 4,587,053 | -3.56% | | Total current assets | 1,154,551 | 1,547,858 | -25.3% | | Total current liabilities | (1,969,062) | (2,391,907) | -17.6% | | Net current liabilities | (814,511) | (844,049) | -3.5% | | Total assets less current liabilities | 3,609,223 | 3,743,004 | -3.57% | | Total non-current liabilities | (691,440) | (647,712) | +6.75% | | Net assets | 2,917,783 | 3,095,292 | -5.74% | | Cash and bank balances | 162,534 | 127,369 | +27.6% | | Interest-bearing bank borrowings (current) | (1,260,478) | (1,450,391) | -13.09% | | Interest-bearing bank borrowings (non-current) | (292,199) | (209,644) | +39.38% | Notes to the Consolidated Financial Statements 1. Accounting Policies The Group's financial statements are prepared under HKFRSs using the historical cost convention, with some assets measured at fair value, and despite significant going concern uncertainties due to losses and high current interest-bearing borrowings, management has initiated plans to improve liquidity and financial position - The Group incurred a loss of HK$141,900,000 for the year ended March 31, 2025, with interest-bearing borrowings in current liabilities amounting to HK$1,260,478,000, indicating significant uncertainties regarding its ability to continue as a going concern[9] - Management has implemented various plans and measures to improve liquidity and financial position, including reclassifying some interest-bearing borrowings to non-current liabilities, actively negotiating financing with banks, anticipating proceeds from the sale of residential units in the Haitan Street redevelopment project, identifying property buyers, accelerating trade receivables collection, and implementing financial performance improvement plans[9][10][11] - The adoption of revised HKFRSs during the year (including amendments to HKFRS 16, HKAS 1, and HKAS 7 with HKFRS 7) had no significant impact on the Group's financial position or performance[12][13] 2. Operating Segment Information The Group operates in Catering, Food and Hotel, and Property Investment and Development segments, with the Catering, Food and Hotel segment reporting HK$472,523 thousand in revenue and a significantly narrowed loss of HK$22,539 thousand, while the Property Investment and Development segment generated HK$104,998 thousand in revenue and a reduced loss of HK$34,802 thousand Segment Revenue (HK$ thousand) | Segment | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Catering, Food and Hotel | 472,523 | 559,291 | -15.5% | | Property Investment and Development | 104,998 | 102,565 | +2.4% | | Total | 577,521 | 661,856 | -12.7% | Segment Results (HK$ thousand) | Segment | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Catering, Food and Hotel | (22,539) | (73,781) | -69.4% | | Property Investment and Development | (34,802) | (45,087) | -22.7% | | Total | (57,341) | (118,868) | -51.8% | 3. Revenue, Other Income and Gains, Net The Group's revenue primarily stems from catering, food, and hotel operations, which saw a 15.5% year-on-year decrease, and rental income, which slightly increased by 2.6%, with Hong Kong contributing 34.2% and Mainland China 65.8% of total revenue Revenue Source Analysis (HK$ thousand) | Revenue Source | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Catering, food and hotel operations revenue | 472,523 | 559,291 | -15.5% | | Proceeds from property sales, property management service income and commission income | 2,127 | 2,293 | -7.3% | | Total rental income | 102,871 | 100,272 | +2.6% | | Total Revenue | 577,521 | 661,856 | -12.7% | Revenue from External Customers (by Geographical Location, HK$ thousand) | Geographical Location | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 197,603 | 229,051 | -13.7% | | Mainland China | 379,918 | 432,805 | -12.3% | | Total | 577,521 | 661,856 | -12.7% | - For the years ended March 31, 2025 and 2024, no single external customer accounted for 10% or more of the Group's total revenue[19] 4. Finance Costs Total finance costs for the year decreased by 15.0% to HK$107,860 thousand, mainly due to a reduction in interest on bank borrowings Finance Costs Analysis (HK$ thousand) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 100,773 | 119,804 | -15.9% | | Interest on convertible bonds | 2,041 | 2,193 | -6.9% | | Interest on lease liabilities | 5,046 | 5,039 | +0.1% | | Total | 107,860 | 127,036 | -15.0% | 5. Loss Before Tax Loss before tax narrowed by 29.2% to HK$186,920 thousand, primarily influenced by increased fair value gains on financial assets at fair value through profit or loss, reduced goodwill impairment, and higher net fair value changes of investment properties Key Factors Affecting Loss Before Tax (HK$ thousand) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 62,160 | 68,430 | Decrease | | Depreciation of right-of-use assets | 35,414 | 38,354 | Decrease | | Impairment of trade receivables, net | 74 | 2,943 | Significant decrease | | Impairment of property, plant and equipment, and right-of-use assets | 5,264 | 7,856 | Decrease | | Write-off of other receivables | 9,893 | – | New item | | Net fair value changes of investment properties | 57,583 | 38,047 | Increase | | Net fair value (gain)/loss on financial assets at fair value through profit or loss | (7,131) | 16,067 | Turned from loss to gain | | Fair value loss on redemption option of convertible bonds | – | 17,465 | Eliminated | | Impairment of goodwill | – | 24,419 | Eliminated | 6. Income Tax Total income tax credit for the year significantly increased to HK$45,020 thousand, primarily due to a substantial rise in current tax credit Income Tax Analysis (HK$ thousand) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Current | (43,243) | 4,038 | From tax expense to credit | | Deferred | (1,777) | (6,971) | Decrease | | Total income tax credit for the year | (45,020) | (2,933) | +1435.6% | - Hong Kong Profits Tax rate is 16.5%, with some subsidiaries subject to a two-tiered profits tax regime at 8.25% for the first HK$2,000,000 of assessable profits[23] 7. Dividends The Board does not recommend the payment of a final dividend for the year ended March 31, 2025, consistent with the prior year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[24] 8. Loss Per Share Attributable to Ordinary Equity Holders of the Parent Both basic and diluted loss per share significantly narrowed to 8.60 HK cents from 15.93 HK cents last year, with no diluted adjustment due to the anti-dilutive effect of convertible bonds and share options Loss Per Share Calculation (HK$ thousand/share) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the parent | (135,187) | (250,250) | | Weighted average number of ordinary shares in issue during the year | 1,571,359,420 | 1,571,359,420 | | Basic and diluted loss per share (HK cents) | (8.60) | (15.93) | - The basic loss per share amount was not diluted as the outstanding convertible bonds and share options had an anti-dilutive effect on the basic loss per share amount[25] 9. Trade Receivables Net trade receivables at the end of the reporting period decreased by 16.7% to HK$26,341 thousand, with catering, bakery, and hotel businesses primarily settling immediately or by credit card, while food sales typically have 30 to 90-day credit terms, and the Group maintains strict control over overdue balances Trade Receivables (HK$ thousand) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables | 53,524 | 58,809 | -8.99% | | Impairment | (27,183) | (27,213) | -0.11% | | Net | 26,341 | 31,596 | -16.7% | Aging Analysis of Trade Receivables (HK$ thousand) | Aging | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Current to 30 days | 10,679 | 12,038 | -11.3% | | 31 to 60 days | 3,761 | 5,481 | -31.4% | | 61 to 90 days | 4,389 | 2,863 | +53.3% | | Over 90 days | 7,512 | 11,214 | -33.0% | | Total | 26,341 | 31,596 | -16.7% | 10. Trade Payables Total trade payables at the end of the reporting period slightly decreased to HK$48,364 thousand, are interest-free, and are typically settled within the normal operating cycle Aging Analysis of Trade Payables (HK$ thousand) | Aging | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Current to 30 days | 20,227 | 21,631 | -6.5% | | 31 to 60 days | 6,507 | 4,567 | +42.5% | | 61 to 90 days | 3,876 | 6,714 | -42.3% | | Over 90 days | 17,754 | 17,134 | +3.6% | | Total | 48,364 | 50,046 | -3.36% | Other Information Extracts from Independent Auditor's Report The independent auditor affirmed that the consolidated financial statements fairly represent the Group's financial position and performance and were properly prepared, while highlighting significant going concern uncertainties without modifying their opinion - The auditor believes the consolidated financial statements fairly present, in all material respects, the Group's consolidated financial position as at March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards[31] - The "Emphasis of Matter" paragraph in the auditor's report highlights that the Group incurred a net loss of HK$141,900,000 for the year ended March 31, 2025, and had interest-bearing borrowings in current liabilities of HK$1,260,478,000, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, but the auditor's opinion was not modified in respect of this matter[32] Management Discussion and Analysis Business Review The property segment's turnover slightly increased by 2.4% with reduced segment loss, driven by higher operating profit from property leasing and lower share of loss from associates, partially offset by increased net valuation losses on investment properties, while the catering, food, and hotel segment's turnover decreased by 15.5% due to reduced Hong Kong and Mainland China operations, but its segment loss significantly narrowed due to lower goodwill impairment, and hotel business turnover declined by 32% following the disposal of a hotel management company Business Segment Turnover and Loss (HK$ thousand) | Segment | 2025 Turnover | 2024 Turnover | Turnover Change (%) | 2025 Segment Loss | 2024 Segment Loss | Loss Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Property | 104,998 | 102,565 | +2.4% | (34,802) | (45,087) | -22.7% | | Catering, Food and Hotel | 472,523 | 559,291 | -15.5% | (22,539) | (73,781) | -69.4% | - The reduction in property segment loss was primarily due to a HK$21,481 thousand increase in operating profit from property leasing and sales business, and an HK$8,795 thousand decrease in share of loss from associates due to reduced impairment loss on the Haitan Street redevelopment project, partially offset by a HK$19,536 thousand increase in net valuation losses on investment properties compared to the previous year[33] - The West Wing of Dongguan Jia Hui Plaza project has been transformed into an outlet shopping mall, officially opening on June 14, 2025, introducing over 200 well-known domestic and international brands[34] - The Haitan Street redevelopment project in Sham Shui Po, Hong Kong, has completed construction and obtained occupation permits, with 105 residential units sold by year-end, while the Castle Peak Road redevelopment project has commenced its construction development phase, but the Group is re-evaluating future development strategies in response to the sluggish property market[35] - Catering turnover decreased by 16.1%, mainly due to the closure of most Hong Kong-style "cha chaan teng" outlets, a high base effect post-COVID-19, and intense market competition and changing consumption patterns driven by economic weakness[37] - Food business turnover decreased by 32.3%, primarily due to reduced mooncake sales, affected by a typhoon in Hainan disrupting the supply chain and subdued consumer sentiment; the Hainan food factory is fully operational and plans to produce Hainan specialty packaged foods and Chinese meat products[38] - Hotel business turnover decreased by 32%, mainly due to the disposal of Yiyang Carrianna International Hotel Management Co., Ltd. during the period, aimed at realizing investments, reducing debt and interest expenses, and focusing on other profitable segments[39] Outlook Facing significant economic uncertainties, including slow recovery in Mainland China, prolonged high interest rates in the US, and a declining real estate market, the Group remains cautiously optimistic for the coming year, focusing on Greater Bay Area business development, steady expansion of catering operations, and long-term confidence in the Hong Kong residential property market, while the food business will prioritize innovation and brand value to rebound, and the Group will implement cost optimization, market research, online sales expansion, and brand enhancement to achieve stable growth - Significant economic uncertainties persist with downside risks, primarily influenced by slow recovery in Mainland China, prolonged high interest rates in the US, a declining real estate market, and geopolitical tensions (such as the Middle East conflict leading to energy price volatility and supply chain disruptions)[41][44] - Management will continue to focus on business development in the Greater Bay Area, steadily expanding catering operations leveraging the strong brand reputation of "Carrianna" Chaozhou cuisine and "Shun Yi" Shunde cuisine[41] - In property development, investment property portfolios in Mainland China and Hong Kong continue to provide stable income streams; management remains optimistic about the sale of remaining residential units in the Sham Shui Po Haitan Street redevelopment project and believes the Hong Kong residential property market will be supported in the long term by limited land supply and rigid end-user housing demand[42] - Carrianna branded food will actively adjust its strategy, focusing on innovation and enhancing brand value, vigorously promoting market expansion to achieve a rebound[42] - To address challenges, the Group will implement a series of measures, including continuous optimization of cost management, enhancing operational efficiency and financial control; strengthening market research to adjust product and service strategies; expanding online sales channels and improving digital transformation capabilities; and continuously enhancing brand image and consumer trust[44] Financial Review This year's turnover decreased by 12.7%, and loss attributable to shareholders narrowed by 46%, with net assets slightly declining but cash and bank balances increasing, and the gearing ratio improving to approximately 40.5%, while the Group maintains a prudent treasury policy, funding operations through internal resources, investment income, and bank borrowings, with no contingent liabilities at year-end but approximately HK$2,021,713 thousand in pledged assets, and minimal foreign exchange fluctuation risk due to primary operations in Hong Kong and Mainland China Key Overall Performance Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Turnover | 577,521 | 661,856 | -12.7% | | Loss attributable to shareholders | 135,187 | 250,250 | -46.0% | - The reduction in loss attributable to shareholders was primarily due to increased fair value gains on financial assets at fair value through profit or loss, reduced goodwill impairment, and decreased fair value loss on redemption option of convertible bonds leading to lower net other expenses; reduced finance costs due to lower interest on bank borrowings; decreased selling and distribution expenses and general and administrative expenses; and increased income tax credit[45] Key Liquidity and Financial Resources Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Consolidated Net Assets | 2,917,783 | 3,095,292 | -5.74% | | Consolidated Net Assets Per Share (HK$) | 1.86 | 1.97 | -5.58% | | Cash and bank balances | 162,534 | 127,369 | +27.6% | | Total bank borrowings and convertible bonds | 1,621,804 | 1,737,006 | -6.63% | | Net borrowings | 1,588,082 | 1,702,221 | -6.71% | | Gearing ratio | 40.5% | 42.8% | -2.3 percentage points | - The Group had no contingent liabilities at the end of the reporting period for guarantees provided to banks for mortgage loan financing granted to property purchasers[50] - The Group has pledged certain property, plant and equipment, investment properties, time deposits, and financial assets at fair value through profit or loss with a total carrying amount of approximately HK$2,021,713 thousand as collateral for general banking, trade finance, and other credit facilities granted to the Group[51] - The Group primarily operates in Hong Kong and Mainland China, with monetary assets, liabilities, and transactions mainly denominated in HKD and RMB, expecting minimal transactional currency risk, and does not use derivative instruments to hedge foreign currency risk[52] - The Group employs approximately 270 staff in Hong Kong and approximately 940 staff outside Hong Kong (Mainland China), with remuneration and bonuses determined on a performance-related basis[53] Corporate Governance and Other Matters Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures During the year, the Group completed the disposal of its entire equity interest in Yiyang Carrianna International Hotel Management Co., Ltd. for RMB130,000,000, and also sold a shop in Sham Shui Po for HK$20,160,000, with no other significant investments, acquisitions, or disposals - The Group completed the disposal of its entire equity interest in Yiyang Carrianna International Hotel Management Co., Ltd. for a total consideration of RMB130,000,000 (approximately HK$140,200,000), and the company is no longer a subsidiary of the Group[54][55] - The Group completed the disposal of a shop located in Sham Shui Po on February 18, 2025, for a consideration of HK$20,160,000[57] Final Dividend The Board does not recommend the payment of a final dividend for the year ended March 31, 2025, consistent with the prior year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[58] Annual General Meeting and Closure of Register of Members The Company will hold its Annual General Meeting on August 28, 2025, and the register of members will be closed from August 25 to August 28, 2025, to determine shareholders' entitlement to attend and vote - The Company's Annual General Meeting is scheduled to be held on Thursday, August 28, 2025, at 11:00 a.m[59] - To ascertain the entitlement of shareholders to attend and vote at the Annual General Meeting, the register of members will be closed from Monday, August 25, 2025, to Thursday, August 28, 2025 (both dates inclusive)[59] Audit Committee The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's accounting policies, internal controls, and financial reporting matters, including the Group's financial statements for the current year - The Audit Committee comprises three independent non-executive directors: Mr. Wong Sze King (Chairman), Mr. Cheung Wah Fung, and Ms. Liu Lingling[60] - The Audit Committee has reviewed the accounting policies and practices adopted by the Group and discussed auditing, internal control, and financial reporting matters, including the review of the Group's financial statements for the year ended March 31, 2025[60] Scope of Work by Company Auditor on this Preliminary Announcement Ernst & Young, the Company's auditor, has reconciled the financial figures in the preliminary announcement with the draft consolidated financial statements, but this work does not constitute an assurance engagement, thus no opinion or assurance conclusion is issued on the preliminary announcement - The figures in the consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, and their related notes in this preliminary announcement for the Group for the year ended March 31, 2025, have been agreed by the Company's auditor, Ernst & Young, to the amounts set out in the Group's draft consolidated financial statements for the year[61] - The work performed by Ernst & Young in this respect does not constitute an assurance engagement and consequently no opinion or assurance conclusion is expressed by Ernst & Young on this preliminary announcement[61] Compliance with Corporate Governance Code The Company has complied with the applicable code provisions of the Corporate Governance Code throughout the year, except that non-executive and independent non-executive directors are not appointed for specific terms, although all directors (except the Chairman) are subject to retirement by rotation at least once every three years at the Annual General Meeting - The Company has complied with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited throughout the year ended March 31, 2025, save as disclosed below[62] - Currently, no non-executive directors and independent non-executive directors are appointed for specific terms, but all directors (except the Chairman) are subject to retirement by rotation at least once every three years at the Annual General Meeting[62] Compliance with Model Code for Securities Transactions by Directors The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its own code, and all directors have confirmed compliance with it during the year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its own code for directors' securities transactions[63] - Following specific enquiry by the Company, all directors confirmed that they have complied with the required standards set out in the Model Code throughout the year ended March 31, 2025[63] Purchase, Redemption or Sale of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the year - Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the year ended March 31, 2025[64] Publication of Annual Results Announcement and Despatch of Annual Report The annual results announcement will be published on the Company's and HKEX websites, and the annual report will be despatched to shareholders and published on the websites in due course - The annual results announcement will be published on the Company's website (http://www.carrianna.com) and the HKEX website (http://www.hkex.com.hk)[65](index=65&type=chunk) - The 2025 Annual Report will be despatched to the Company's shareholders and published on the aforementioned websites in due course[65] Appreciation The Board extends its sincere gratitude to business partners, shareholders, and employees - The Board takes this opportunity to express its sincere gratitude to its business partners, shareholders, and loyal and diligent staff[66] Board of Directors As of the announcement date, the Board of Directors includes Executive Directors Mr. Ma Kai Cheung (Honorary Chairman), Mr. Ma Kai Cheong (Chairman), Mr. Ma Hung Ming (Vice Chairman), Mr. Leung Yui, and Mr. Ma Hung Man; and Independent Non-executive Directors Mr. Wong Sze King, Mr. Cheung Wah Fung, and Ms. Liu Lingling - As of the date of this announcement, the Board of Directors comprises Executive Directors Mr. Ma Kai Cheung (Honorary Chairman), Mr. Ma Kai Cheong (Chairman), Mr. Ma Hung Ming (Vice Chairman), Mr. Leung Yui, and Mr. Ma Hung Man; and Independent Non-executive Directors Mr. Wong Sze King, Mr. Cheung Wah Fung, and Ms. Liu Lingling[68]