高山企业(00616) - 2025 - 年度业绩

Performance Overview Annual Results Summary The company's consolidated loss attributable to owners expanded to HKD 365.3 million for FY2025, primarily due to increased fair value losses and finance costs, despite a 46.1% revenue growth from continuing operations Key Financial Indicators for FY2025 | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Consolidated Loss Attributable to Owners | Approx. HKD 365.3 million | Approx. HKD 213.15 million | | Loss from Continuing Operations | Approx. HKD 357.78 million | Approx. HKD 218.80 million | | (Loss)/Profit from Discontinued Operations | Approx. (HKD 7.52 million) | Approx. HKD 5.66 million | | Revenue from Continuing Operations | Approx. HKD 44.86 million | Approx. HKD 30.69 million | | Gross Margin | 59.8% | 88.5% | | Basic and Diluted Loss Per Share | HKD 0.81 | HKD 2.42 (Restated) | - The primary reasons for the increased consolidated loss this fiscal year include: - Increased fair value loss on investment properties - Increased loss on disposal of investment properties - Increased write-down of properties held for sale and development and properties held for sale - Increased net fair value loss on financial assets - Increased loss from modification of convertible bond terms - Increased finance costs[4] - The Board does not recommend a final dividend for the year ended March 31, 2025, consistent with the prior year[9] Management Discussion and Analysis Business Review The Group's core businesses, property development and investment, saw mixed results with project milestones and rental income growth, while securities investment incurred losses and loan financing income declined, and mainland China operations were discontinued Property Development The Group's property development achieved key milestones with occupation permits for "THE HEDON" and "One Two One", ongoing construction for Kennedy Town, and a review of the Fung Wah project's development plan - Matheson Street Project (THE HEDON): Located in Causeway Bay, with a total gross floor area of approximately 42,854 sq. ft., obtained its occupation permit in February 2024[12] - Kweilin Street Project (One Two One): Located in Kowloon, a new Grade A industrial building with a total gross floor area of approximately 7,326 sq. m., obtained its occupation permit in May 2024[18] - Kennedy Town Project: With a combined site area of approximately 7,122 sq. ft., this commercial and residential complex has commenced superstructure works and is expected to be completed in the last quarter of 2025[19] - Fung Wah Project: Located on Castle Peak Road, Kowloon, with a total site area of approximately 9,206 sq. ft., the Group may consider adjusting its development plan given current market conditions[20] Property Investment Property investment, a core business, saw total rental income from continuing operations rise 12.5% to HKD 32.35 million, driven by Hong Kong, while Singapore's income fell due to asset sales, and mainland China operations were discontinued Property Investment Income by Region (Continuing Operations) | Region | FY2025 Rental Income | FY2024 Rental Income | YoY Change | | :--- | :--- | :--- | :--- | | Hong Kong | Approx. HKD 31.56 million | Approx. HKD 27.42 million | ▲ 15.1% | | Singapore | Approx. HKD 0.80 million | Approx. HKD 1.33 million | ▼ 40.1% | | Total | Approx. HKD 32.35 million | Approx. HKD 28.75 million | ▲ 12.5% | - As of March 31, 2025, the Group's total carrying value of investment properties in Hong Kong was approximately HKD 1.058 billion, down from HKD 1.177 billion last year[25] - The land and buildings in Huzhou, China, were resumed by the government, with full compensation received, and this business is treated as a discontinued operation, no longer included in this fiscal year's financial statements[30][31] Investment in Securities and Others Securities and other investments from continuing operations recorded a fair value loss of HKD 20.43 million, significantly increasing segment loss to HKD 20.53 million, with dividend income also sharply decreasing Securities Investment Segment Performance (Continuing Operations) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Fair Value Loss | Approx. HKD 20.43 million | Approx. HKD 4.39 million | | Segment Loss | Approx. HKD 20.53 million | Approx. HKD 4.60 million | | Dividend Income | Approx. HKD 37,000 | Approx. HKD 1.37 million | Significant Securities Investments as of March 31, 2025 | Company Name (Stock Code) | Number of Shares Held | Investment Cost (HKD '000) | Fair Value (HKD '000) | % of Group's Total Assets | | :--- | :--- | :--- | :--- | :--- | | Best Food Holding (1488) | 33,126,000 | 38,195 | 26,501 | 0.55% | | Pacific Legend (8547) | 14,270,000 | 1,504 | 1,884 | 0.04% | | Sun Fung Group (1223) | 7,170,000 | 6,494 | 5,664 | 0.12% | | Grand Central Properties (193) | 6,240,000 | 1,666 | 2,558 | 0.05% | | Wing Yee International (1218) | 2,243,000 | 7,532 | 3,813 | 0.08% | | Total | - | 57,905 | 41,531 | 0.86% | - The Group maintains a cautiously optimistic outlook on the prospects for securities investments and will continue to maintain a diversified investment portfolio to mitigate risks[42] Loan Financing Loan financing interest income from continuing operations decreased 31.1% to HKD 1.33 million, resulting in a segment loss, with credit risk highly concentrated among the top five borrowers, leading to a HKD 1.02 million impairment provision Loan Financing Business Performance (Continuing Operations) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Interest Income | Approx. HKD 1.33 million | Approx. HKD 1.93 million | | Segment (Loss)/Profit | Approx. (HKD 72,000) | Approx. HKD 190,000 | | Principal Amount of Loans Receivable at Year-End | Approx. HKD 29.58 million | Approx. HKD 31.02 million | | Reversal of Impairment Loss | Approx. HKD 55,000 | Approx. HKD 473,000 | - Credit risk is highly concentrated: as of March 31, 2025, the largest borrower accounted for approximately 33% of loans receivable, with the top five borrowers collectively representing approximately 94%[52] - The Group implements stringent credit risk management measures, including due diligence, credit assessment, collateral requirements, and ongoing monitoring, with impairment assessments based on the Expected Credit Loss (ECL) model[46][56] Financial Review Revenue from continuing operations grew 46% to HKD 44.86 million, but gross margin declined, and loss before tax expanded 81% to HKD 371 million due to a 68% increase in finance costs and asset impairments, with total assets decreasing to HKD 4.84 billion Financial Performance Summary (Continuing Operations) | Indicator | 2025 (HKD '000) | 2024 (HKD '000) | Change | | :--- | :--- | :--- | :--- | | Turnover | 44,857 | 30,693 | ▲ 46% | | Gross Profit | 26,834 | 27,173 | ▼ 1% | | Gross Margin | 59.8% | 88.5% | ▼ 29% | | Administrative Expenses | (48,680) | (58,483) | ▼ 17% | | Finance Costs | (92,555) | (55,074) | ▲ 68% | | Loss Before Tax | (370,973) | (205,319) | ▲ 81% | | Loss for the Year | (357,778) | (218,804) | ▲ 64% | - Revenue growth was primarily driven by increased property sales and rental income[63] - Finance costs increased by 68.1% from HKD 55.07 million to HKD 92.56 million, with actual interest expenses for convertible bonds amounting to approximately HKD 20.53 million[71] Liquidity and Financial Resources As of March 31, 2025, total assets decreased to HKD 4.84 billion, bank balances and cash significantly reduced to HKD 57.27 million, and the current ratio declined, while the capital gearing ratio remained at 0.7 with HKD 70 million in outstanding convertible bonds Liquidity Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | Approx. HKD 4.842 billion | Approx. HKD 5.409 billion | | Bank Balances and Cash | Approx. HKD 57.27 million | Approx. HKD 299.7 million | | Total Bank Borrowings | Approx. HKD 1.892 billion | Approx. HKD 2.067 billion | | Capital Gearing Ratio | Approx. 0.7 | Approx. 0.7 | | Current Ratio | Approx. 2.3 | Approx. 3.2 | - As of March 31, 2025, the company had outstanding principal of HKD 70 million for the 2023 convertible bonds, with an annual interest rate of 5% and a maturity date of February 19, 2028[79] Capital Structure and Charges of Assets Total ordinary shares issued increased to 1.014 billion due to new share placings and rights issues, with HKD 1.89 billion in bank loans secured by investment properties and properties held for sale and development, totaling HKD 4.617 billion in net carrying value - The total number of ordinary shares issued increased from 103 million in 2024 to 1.014 billion in 2025[82] - The Group's approximately HKD 1.89 billion in bank loans are secured by the following assets: - Investment properties: approximately HKD 1.058 billion - Properties held for sale and development: approximately HKD 1.847 billion - Properties held for sale: approximately HKD 1.713 billion[83] Capital Expenditures and Capital Commitments Capital expenditures on property, plant, and equipment significantly decreased to HKD 10,000, and the Group had no contracted but unprovided capital commitments at year-end, a notable reduction from the prior year Changes in Capital Expenditures and Commitments | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Capital Expenditures | Approx. HKD 10,000 | Approx. HKD 681,000 | | Capital Commitments at Year-End | HKD 0 | Approx. HKD 4.418 million | Material Notifiable Transactions and Events The Group completed significant capital activities and asset disposals, including a new share placing, a substantial reduction in convertible bond conversion price, multiple property sales, and a rights issue - Placing of New Shares: Completed on April 17, 2024, with 235 million shares placed at HKD 0.18 per share, raising net proceeds of approximately HKD 41.88 million for bank loan repayment and general working capital[98] - Revision of Convertible Bonds: Completed on April 17, 2024, the conversion price of the 2023 convertible bonds was substantially reduced from HKD 3.70 to HKD 0.18 per share, and redemption terms were modified[99] - Asset Disposals: - Limited Partnership Interest: Completed in July 2024 for USD 3.7 million[102] - Hong Kong Property: Completed in September 2024 for HKD 36 million[103] - Singapore Property: Completed in October 2024 for SGD 12 million[106] - Rights Issue: Completed in February 2025, on a "two-for-one" basis at HKD 0.092 per share, raising up to approximately HKD 62.20 million[109][113] Events After the End of the Reporting Period Post-reporting period, the Group sold Best Food Holding shares for HKD 17.01 million and agreed to further reduce the 2023 convertible bond conversion price to HKD 0.07, pending SEHK approval - In May 2025, the Group sold a total of 17 million shares of Best Food Holding Company Limited (1488.HK) through open market and block trades, generating total proceeds of approximately HKD 17.01 million[116] - On June 4, 2025, the company entered into a second supplemental deed with the noteholder, conditionally agreeing to further reduce the conversion price of the 2023 convertible bonds from HKD 0.14 to HKD 0.07 per share, subject to SEHK approval[120] Key Risks and Uncertainties The Group faces multiple risks, including global macroeconomic volatility, inflation, interest rate changes, geopolitical instability, supply chain disruptions, and climate change-related physical and transitional risks - The Group faces macroeconomic risks including global financial market volatility, inflation, interest rate changes, political instability, and supply chain disruptions[126] - Climate change poses physical and transitional risks that could negatively impact the Group's assets, operations, and supply chain management[127] Prospects The Group will continue to focus on core businesses and explore new opportunities, maintaining cautious optimism for Hong Kong's property and securities markets despite macroeconomic uncertainties, while prudently seeking investment and divestment opportunities - The Group will continue to focus on developing its existing core businesses, including property development, property investment, securities investment, and loan financing[132] - Despite macroeconomic uncertainties, the Group maintains a cautiously optimistic outlook on the long-term prospects of the Hong Kong property and securities markets[133] - The company will continue to seek suitable investment and divestment opportunities in line with its investment strategy, aiming to bring long-term benefits to the company[134] Corporate Governance and Other Information Compliance with the Corporate Governance Code The Group complied with all applicable Corporate Governance Code provisions for FY2025, with two deviations: the combined roles of Chairman and CEO, and the absence of an internal audit function, which the Board deems effective for now - The company fully complied with all applicable code provisions of the Corporate Governance Code during this fiscal year, with two deviations[136] - Deviation One (Code Provision C.2.1): The roles of Chairman and Chief Executive Officer are combined and held by Mr. Lai Lo Kiu, which the Board believes allows for more effective planning and execution of long-term strategies, with the Board's composition ensuring a balance of power[139] - Deviation Two (Code Provision D.2.5): The Group has not established an internal audit function, as the Board believes the existing organizational structure and close supervision by management are sufficient to maintain adequate risk management and internal controls given the Group's business scale, nature, and complexity, thus no urgent need for an internal audit function currently exists[141] Audit Committee The Audit Committee, composed of three independent non-executive directors and chaired by Mr. Kan Ka Han, oversees financial reporting, risk management, and internal controls, having reviewed the annual results and audited financial statements - The Audit Committee comprises three independent non-executive directors and is responsible for overseeing financial reporting, risk management, and internal control[147] - The Committee has reviewed the annual results announcement and the audited consolidated financial statements for the year ended March 31, 2025[147] Employees As of March 31, 2025, the Group had 38 employees, a slight decrease from last year, with staff costs (including directors' emoluments) for the fiscal year amounting to HKD 32.05 million Employees and Costs | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 38 people | 40 people | | Staff Costs | Approx. HKD 32.05 million | Approx. HKD 40.22 million | Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group reported HKD 44.86 million in revenue from continuing operations, but recorded an annual loss of HKD 358 million, with a total annual loss attributable to owners of HKD 365 million, including discontinued operations Key Items from Consolidated Statement of Profit or Loss (HKD '000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Turnover (Continuing Operations) | 44,857 | 30,693 | | Gross Profit (Continuing Operations) | 26,834 | 27,173 | | Finance Costs (Continuing Operations) | (92,555) | (55,074) | | Loss Before Tax (Continuing Operations) | (370,973) | (205,319) | | Loss for the Year (Continuing Operations) | (357,778) | (218,804) | | (Loss)/Profit for the Year (Discontinued Operations) | (7,521) | 5,655 | | Loss for the Year Attributable to Owners | (365,299) | (213,149) | | Total Comprehensive Expense for the Year | (357,307) | (212,720) | Consolidated Statement of Financial Position As of March 31, 2025, total assets decreased to HKD 4.842 billion, with total liabilities at HKD 2.027 billion and equity attributable to owners at HKD 2.815 billion, while non-current assets were mainly investment properties and current assets were properties held for sale Key Items from Consolidated Statement of Financial Position (HKD '000) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 1,074,830 | 1,333,908 | | Current Assets | 3,767,200 | 4,074,899 | | Total Assets | 4,842,030 | 5,408,807 | | Current Liabilities | 1,658,211 | 1,277,260 | | Non-current Liabilities | 369,034 | 1,084,351 | | Total Liabilities | 2,027,245 | 2,361,611 | | Equity Attributable to Owners | 2,814,785 | 3,047,196 | Notes to the Consolidated Financial Statements The notes detail key accounting items, showing turnover from rental income and property sales, segment losses in property development and investment, increased finance costs from bank borrowings, discontinued operations from mainland China asset disposals, and adjusted loss per share - Segment Results: For FY2025, the property investment segment recorded a loss of HKD 56.83 million, the property development segment a loss of HKD 161 million, the securities and other investments segment a loss of HKD 20.53 million, and the loan financing segment a loss of HKD 72,000[188] - Finance Costs: Totaled HKD 144 million, with HKD 51.43 million capitalized and a net amount of HKD 92.56 million recognized in profit or loss, primarily comprising bank borrowing interest (HKD 123 million) and actual interest on convertible bonds (HKD 20.53 million)[194] - Discontinued Operations: Involved the resumption of land and buildings in Huzhou, China, with this business recording a pre-tax loss of HKD 3.75 million and an after-tax loss of HKD 7.52 million for the year[198][202]