泛海集团(00129) - 2025 - 年度业绩

Financial Summary The Group's financial summary for the year ended March 31, 2025, shows significant revenue growth, a loss attributable to shareholders, a decrease in total assets and net assets, and a stable net debt to revalued net assets ratio FY2025 Financial Summary (HK$ million) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Property Contract Sales (Subsidiaries) | 3,214 | 1,451 | - | | Property Contract Sales (Share of Joint Ventures) | 304 | 387 | - | | Total Property Contract Sales | 3,518 | 1,838 | +91% | | Revenue | 2,407 | 1,735 | +39% | | Loss Attributable to Company Shareholders | (3,751) | (5,792) | -35% | | Loss Per Share - Basic (HK$) | (2.75) | (4.39) | -37% | | Total Assets | 30,926 | 34,145 | -9% | | Net Assets | 11,693 | 14,684 | -20% | | Equity Attributable to Company Shareholders | 11,688 | 14,451 | -19% | | Net Debt | 14,480 | 16,556 | -13% | | Total Revalued Assets | 41,748 | 44,935 | -7% | | Net Revalued Assets | 22,515 | 25,474 | -12% | | Revalued Equity Attributable to Company Shareholders | 22,398 | 23,375 | -4% | | Gearing Ratio - Net Debt to Revalued Net Assets Ratio | 64% | 65% | - | Consolidated Financial Statements This section presents the Group's consolidated financial statements, reflecting its operating results, comprehensive income, and financial position for the year Consolidated Income Statement The Group's total revenue increased by 39% year-on-year, but a significant increase in net investment loss and expected credit loss provisions led to a narrowed loss for the year and loss attributable to company shareholders Consolidated Income Statement Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 2,407,331 | 1,735,341 | +39% | | Cost of Sales | (866,956) | (152,821) | +467% | | Gross Profit | 1,540,375 | 1,582,520 | -3% | | Operating Loss | (2,538,740) | (5,759,214) | -56% | | Net Finance Costs | (617,750) | (595,993) | +4% | | Loss Before Income Tax | (3,638,361) | (6,380,252) | -43% | | Loss for the Year | (3,710,607) | (6,181,454) | -40% | | Loss Attributable to Company Shareholders | (3,750,594) | (5,792,196) | -35% | | Basic Loss Per Share (HK$) | (2.75) | (4.39) | -37% | - Net investment loss significantly increased from HK$ (210,994) thousand in 2024 to HK$ (574,181) thousand in 2025, while the change in expected credit loss significantly decreased from HK$ (5,860,618) thousand in 2024 to HK$ (2,270,023) thousand in 2025[4] Consolidated Statement of Comprehensive Income Total comprehensive expense for the year decreased compared to last year, primarily due to changes in debt securities measured at fair value through other comprehensive income, despite increased cash flow hedge losses and exchange differences Consolidated Statement of Comprehensive Income Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Loss for the Year | (3,710,607) | (6,181,454) | -40% | | Total Other Comprehensive Income | 789,760 | 892,125 | -11% | | Total Comprehensive Expense for the Year | (2,920,847) | (5,289,329) | -45% | | Total Comprehensive Expense Attributable to Company Shareholders | (2,956,461) | (4,987,108) | -41% | - The amount transferred to profit or loss after recognizing expected credit loss for debt securities measured at fair value through other comprehensive income decreased from HK$ 2,419,246 thousand in 2024 to HK$ 1,190,819 thousand in 2025[5] - Fair value loss on cash flow hedges increased from HK$ (71,669) thousand in 2024 to HK$ (187,109) thousand in 2025[5] Consolidated Balance Sheet As of March 31, 2025, the Group's total assets and net assets decreased, primarily due to reductions in investment properties and financial investments, but net current liabilities improved Consolidated Balance Sheet Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 21,351,547 | 23,392,884 | -9% | | Current Assets | 9,574,745 | 10,751,769 | -11% | | Total Assets | 30,926,292 | 34,144,653 | -9% | | Current Liabilities | 8,186,622 | 7,228,229 | +13% | | Non-current Liabilities | 11,046,201 | 12,232,042 | -10% | | Total Liabilities | 19,232,823 | 19,460,271 | -1% | | Net Assets | 11,693,469 | 14,684,382 | -20% | | Equity Attributable to Company Shareholders | 11,688,378 | 14,451,428 | -19% | - Investment properties decreased from HK$ 10,901,144 thousand in 2024 to HK$ 10,262,272 thousand in 2025[6] - Non-current financial investments decreased from HK$ 1,091,137 thousand in 2024 to HK$ 278,997 thousand in 2025, and current financial investments decreased from HK$ 2,407,248 thousand in 2024 to HK$ 1,285,766 thousand in 2025[6] Notes to Financial Statements This section provides detailed notes to the consolidated financial statements, covering key accounting policies, segment performance, and specific financial items Basis of Preparation These consolidated financial statements are prepared under the historical cost convention and Hong Kong Financial Reporting Standards, with fair value revaluation for investment properties, financial assets, and derivative financial instruments, and adopted revised standards had no material impact - The financial statements are prepared on the historical cost basis, except for investment properties, financial assets at fair value through profit or loss and other comprehensive income, and derivative financial instruments, which are revalued at fair value[7] - The Group adopted amendments to HKAS 1 and HK(IFRIC)-Int 5 from April 1, 2024, which had no material impact on the consolidated financial statements for the current and prior years[8] Segment Information The Group's revenue sources include property sales, leasing, hotel operations, financial investments, and others, segmented by business and geographical area, with financial investments being a major revenue contributor but significantly impacted by investment losses Revenue by Business Segment (HK$ thousand) | Business Segment | 2025 Revenue | 2024 Revenue | | :--- | :--- | :--- | | Property Sales | 1,238,197 | - | | Property Leasing | 131,048 | 129,724 | | Hotel Operations | 369,318 | 366,675 | | Financial Investments | 626,514 | 1,205,467 | | Others | 42,254 | 33,475 | | Total | 2,407,331 | 1,735,341 | Contribution to Results by Business Segment (HK$ thousand) | Business Segment | 2025 Contribution to Results | 2024 Contribution to Results | | :--- | :--- | :--- | | Property Sales | 446,794 | (34,323) | | Property Leasing | 79,582 | 91,700 | | Hotel Operations | 177,967 | 179,666 | | Financial Investments | 616,126 | 1,176,382 | | Others | 41,601 | 33,433 | | Total | 1,362,070 | 1,446,858 | Revenue and Non-current Assets by Geographical Segment (HK$ thousand) | Region | 2025 Revenue | 2024 Revenue | 2025 Non-current Assets | 2024 Non-current Assets | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 594,639 | 533,083 | 18,926,332 | 19,773,847 | | Overseas | 1,812,692 | 1,202,258 | 1,971,366 | 2,259,528 | | Total | 2,407,331 | 1,735,341 | 20,897,698 | 22,033,375 | Net Investment Loss Net investment loss significantly decreased this year, primarily due to a substantial narrowing of changes in expected credit losses, despite an increase in unrealized losses on financial assets at fair value through profit or loss Net Investment Loss Details (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss - Net unrealized fair value loss | (533,095) | (6,510) | | Financial assets at fair value through other comprehensive income - Change in expected credit loss | (1,727,883) | (5,735,363) | | Financial assets measured at amortized cost - Change in expected credit loss | (542,140) | (125,255) | | Gain on acquisition/disposal of subsidiaries | 15,409 | 29,982 | | Derivative financial instruments - Net unrealized loss | (47,614) | (25,354) | | Total Net Investment Loss | (2,844,204) | (6,071,612) | - The change in expected credit loss for financial assets at fair value through other comprehensive income significantly decreased from HK$ (5,735,363) thousand in 2024 to HK$ (1,727,883) thousand in 2025[12] Other Expenses Other expenses for the current year primarily arose from provisions for investments and loans to a joint venture, while last year's expenses were mainly due to a significant impairment provision from a joint venture's development project land being resumed by the government - 2025 expenses represent provisions for investments and loans to a joint venture[14] - 2024 expenses primarily comprised the share of impairment provision of HK$ 885,205,000 for a joint venture's Kwu Tung North development project due to land resumption by the government[14] Revenue and Expenses by Nature This section details the Group's revenue and expenses by nature, with interest income as a major component and cost of properties and goods sold as the largest expense item Revenue by Nature (HK$ thousand) | Revenue Source | 2025 | 2024 | | :--- | :--- | :--- | | Interest income from financial assets at fair value through other comprehensive income | 301,319 | 937,518 | | Interest income from financial assets at fair value through profit or loss | 124,312 | 129,707 | | Interest income from financial assets at amortized cost | 219,400 | 133,268 | | Dividend income | 18,337 | 15,649 | | Total Revenue | 663,368 | 1,216,142 | Expenses by Nature (HK$ thousand) | Expense Item | 2025 | 2024 | | :--- | :--- | :--- | | Cost of properties and goods sold | 637,805 | 6,069 | | Land and building rental expenses | 816 | 950 | Net Finance Costs Net finance costs slightly increased this year, primarily due to increased fair value losses on derivative financial instruments (interest rate swaps), partially offset by capitalized interest Net Finance Costs Details (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest (expense) / income | (525,458) | (525,579) | | Other incidental borrowing costs | (59,187) | (58,863) | | Net exchange gain / (loss) on borrowings | 9 | (21) | | Fair value loss on derivative financial instruments (interest rate swaps) | (33,114) | (11,530) | | Net Finance Costs | (617,750) | (595,993) | - Interest expense on long-term bank loans decreased from HK$ (1,057,373) thousand in 2024 to HK$ (1,019,026) thousand in 2025[15] - Interest rate swap contracts received decreased from HK$ 283,665 thousand in 2024 to HK$ 252,064 thousand in 2025[15] Income Tax (Expense) / Credit The Group recorded an income tax expense this year, contrasting with an income tax credit last year, primarily due to Hong Kong profits tax shifting from a credit to an expense and deferred income tax from a credit to an expense Income Tax (Expense) / Credit Details (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong profits tax | (4,574) | 151,850 | | Overseas profits tax | (28,455) | (1,283) | | Current income tax (expense) / credit | (33,029) | 150,567 | | Deferred income tax (expense) / credit | (39,217) | 48,231 | | Total Income Tax (Expense) / Credit | (72,246) | 198,798 | - Hong Kong profits tax is provided at a rate of 16.5%, and overseas profits tax is provided at the prevailing local rates[16] Dividends The Board resolved not to recommend a final dividend for the year ended March 31, 2025, and no interim dividend was declared during the year, consistent with the prior year - The Board resolved not to recommend a final dividend for the year ended March 31, 2025 (2024: nil)[17] - No interim dividend was declared during the year (2024: nil)[17] Loss Per Share Basic loss per share for the year was HK$ (2.75), narrowing from HK$ (4.39) last year, primarily due to a reduced loss attributable to company shareholders Loss Per Share Calculation (HK$ thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Company Shareholders | (3,750,594) | (5,792,196) | | Weighted average number of shares in issue | 1,362,057,670 | 1,319,782,288 | | Basic Loss Per Share (HK$) | (2.75) | (4.39) | | Diluted Loss Per Share (HK$) | (2.75) | (4.39) | - Diluted loss per share is equal to basic loss per share as there were no dilutive potential ordinary shares in issue for the current and prior years[21] Trade and Other Receivables The Group's trade and other receivables comprise various receivables, with an increase in total trade receivables, most of which are aged within six months - The Group's trade and other receivables include trade receivables, accrued interest receivable, accrued dividend receivable, loans receivable, prepayments, utility, and other deposits[22] Trade Receivables Ageing Analysis (HK$ thousand) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 6 months | 89,498 | 71,719 | | 7 to 12 months | 196 | 3,147 | | Over 12 months | 739 | 2,034 | | Total | 90,433 | 76,900 | Trade and Other Payables The Group's trade and other payables include trade payables, rental and management fee deposits, retention payables for construction costs, lease liabilities, interest payables, and various accrued items, with a significant decrease in total trade payables, most aged within six months - The Group's trade and other payables include trade payables, rental and management fee deposits, retention payables for construction costs, lease liabilities, interest payables, and various accrued items[24] Trade Payables Ageing Analysis (HK$ thousand) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 6 months | 74,080 | 161,471 | | 7 to 12 months | 6 | 6 | | Over 12 months | 47 | 216 | | Total | 74,133 | 161,693 | Management Discussion and Analysis This section details the Group's operating results, segment performance, financial review, employee policy, and future outlook, highlighting property sales growth, hotel business recovery, and financial investment challenges Results Overview The Group's revenue grew by 39% this fiscal year, driven by Canadian property sales recognition, partially offset by reduced financial investment interest income, while loss attributable to shareholders narrowed by 35% due to decreased expected credit loss provisions and investment property fair value losses, all non-cash items - The Group's revenue was HK$ 2,407 million, a 39% year-on-year increase, primarily due to the recognition of property sales revenue from "Landmark on Robson" in Canada[26] - Loss attributable to company shareholders was HK$ 3,751 million, narrowing by 35% from HK$ 5,792 million last year, mainly due to reduced net unrealized fair value losses and expected credit loss provisions for debt securities investments, and fair value losses on investment properties[26] - Fair value losses and provisions are non-cash items and do not impact the Group's operating cash flow[26] Segment Performance The Group's business segments showed mixed performance, with significant growth in property sales contracts, a notable increase in hotel occupancy, stable leasing income, and substantial losses in financial investments Property Sales and Development Sales activities significantly increased in the second half of the fiscal year, with attributable contract sales doubling to approximately HK$ 3.5 billion, primarily from "The YOHO Hub" project, and the Group's development projects in Hong Kong, Beijing, and Vancouver all made progress - Sales activities significantly increased in the second half of the fiscal year, with attributable contract sales doubling to approximately HK$ 3.5 billion (2024: HK$ 1.8 billion), primarily from "The YOHO Hub" project[27] Hong Kong "The YOHO Hub" residential units in Hong Kong are sold out, with cumulative contract sales of approximately HK$ 4.8 billion to be recognized next fiscal year, while "The Peak" and "The Royal" projects continue sales, and the Tuen Mun Lam Tei project is considering expanded development - "The YOHO Hub" residential units were sold out by early May 2025, with cumulative contract sales of approximately HK$ 4.8 billion, occupation and satisfaction permits issued, and sales revenue to be recognized in the next fiscal year[28] - "The Peak" project continues sales, with cumulative contract sales of approximately HK$ 660 million[28] - "The Royal" project recognized sales of two duplex units during the year, with cumulative total sales exceeding HK$ 3.1 billion[28] - The Tuen Mun Lam Tei residential project is applying for land exchange and considering merging with adjacent plots for larger floor area development[29] Mainland China Sales of residential inventory at "Beijing East Bay" in Tongzhou, Beijing, continue, with approximately 86% of residential units sold and 99% delivered, and basement works for commercial buildings completed - Approximately 86% of "Beijing East Bay" residential units have been sold, with total contract sales of approximately RMB 5.3 billion, and approximately 99% of sold units delivered to buyers[30] - Basement works for the two commercial buildings have been completed, with design and layout of the superstructure underway[30] Canada The "Landmark on Robson" development in Vancouver is completed and deliveries have commenced, with cumulative residential contract sales of approximately CAD 252 million, of which 89% was recognized during the year, and the Group is actively negotiating other downtown Vancouver residential projects - The "Landmark on Robson" development project is completed, with occupation permits issued in July 2024 and deliveries to buyers commencing in August[31] - As of March 31, 2025, cumulative residential contract sales were approximately CAD 252 million, with approximately 89% of sales recognized in the profit or loss during the year[31] - The Group is actively negotiating with urban planning and real estate departments for two joint venture residential development projects on Alberni Street in downtown Vancouver[31] Leasing Leasing income remained stable at HK$ 131 million during the year, with the Group securing an international fashion retailer for its Central office building, expected to boost future leasing income, despite recording a net revaluation loss of HK$ 815 million on investment properties - Leasing income for the year was HK$ 131,000,000 (2024: HK$ 130,000,000)[32] - In September 2024, an international fashion retailer leased two floors of prime retail space in the Central office building, expected to increase leasing income in the coming years[32] - Investment property revaluation recorded a net loss of HK$ 815,000,000 (2024: gain of HK$ 43,000,000)[32] Hotels Hotel operations generated stable revenue and contributed HK$ 178 million in profit, achieving a 93% average occupancy rate (2024: 83%) through dynamic pricing and enhanced partnerships, with the privatization of hotel subsidiaries expected to streamline operations and reduce administrative costs - During the year, the Group's hotel segment recorded revenue of HK$ 369,000,000 (2024: HK$ 367,000,000) and contributed HK$ 178,000,000 (2024: HK$ 180,000,000) in profit to the Group[33] - The Group's hotels achieved an average annual occupancy rate of 93% (2024: 83%), demonstrating the effectiveness of strategic measures[33] - In October 2024, the Group completed the privatization plan for its hotel subsidiaries, increasing economic interest from 82.7% to 99.0%, which is expected to result in cost savings[34] Financial Investments As of March 31, 2025, the financial investment portfolio value decreased to HK$ 1.565 billion, primarily comprising listed debt securities, with no new additions during the year, generating HK$ 757 million in cash flow from disposals and redemptions, while investment income decreased and a net investment loss of HK$ 2.86 billion was recorded, mainly due to non-cash fair value losses and expected credit loss provisions - As of March 31, 2025, the Group held financial investments of approximately HK$ 1,565,000,000 (2024: HK$ 3,498,000,000)[35] - 89% of the investment portfolio comprised listed debt securities (primarily issued by Chinese real estate companies), with 56% denominated in USD and 41% in RMB[35] - Total proceeds of approximately HK$ 757,000,000 were realized during the year, enhancing cash flow, while income from the investment portfolio was HK$ 627,000,000 (2024: HK$ 1,205,000,000), primarily decreasing due to expected credit loss provisions[35] - A net investment loss of HK$ 2,860,000,000 (2024: HK$ 6,102,000,000) was recognized in profit or loss, mainly comprising fair value losses and expected credit loss provisions, both non-cash items[35] Financial Review As of March 31, 2025, the Group's total assets and net assets decreased, but the gearing ratio remained stable at 64%, with all debt denominated in HKD, hedged against interest rate fluctuations via interest rate swaps, and a well-distributed repayment schedule, with most debt secured - The Group's total assets were approximately HK$ 30.9 billion (2024: HK$ 34.1 billion), and net assets were HK$ 11.7 billion (2024: HK$ 14.7 billion)[37] - Total revalued assets were HK$ 41.7 billion (2024: HK$ 44.9 billion), and net revalued assets were HK$ 22.5 billion (2024: HK$ 25.5 billion)[37] - Net debt was HK$ 14.5 billion (2024: HK$ 16.6 billion), with a gearing ratio (net debt to revalued net assets ratio) of approximately 64% (2024: 65%)[37] - All the Group's borrowings are denominated in HKD and hedged against HIBOR fluctuations through interest rate swap contracts, from which HK$ 252 million was received during the year[38] - Debt repayment periods are distributed over different times, with a maximum of 4 years, of which 45% is repayable within two to five years, 23% within one to two years, and 32% within one year[38] - Secured debt accounts for 81%, with property assets totaling HK$ 22.4 billion net book value pledged to banks[38] Employees and Remuneration Policy As of March 31, 2025, the Group employed approximately 250 staff, with a remuneration package aligned with job nature and experience levels, including basic salaries, annual bonuses, share options, provident funds, and other benefits - As of March 31, 2025, the Group employed approximately 250 staff (2024: 240)[39] - The remuneration package includes basic salaries, annual bonuses, share options, provident funds, and other benefits, commensurate with job nature and experience levels[39] Future Outlook The Group is optimistic about the Hong Kong property market and hotel business outlook, expecting government policies and major events to boost the market, while prudently managing finances, monitoring market interest rates, and preparing to reallocate capital at opportune moments - The Hong Kong government's comprehensive removal of demand-side management measures for property transactions, relaxation of mortgage ratios, and talent admission schemes and new capital investor entrant scheme are expected to boost the local residential property market[40] - With increasing visitor arrivals, the hotel business outlook is optimistic, with occupancy rates comparable to pre-pandemic levels, and government promotional activities and the opening of Kai Tak Sports Park will further enhance Hong Kong's attractiveness[41] - The Group will reallocate capital within its development pipeline at appropriate opportunities, closely monitor market interest rate changes, and seek to enter into new interest rate swap contracts to protect against interest rate exposure[41] - Management will continue to maintain a prudent financial approach, striving to mitigate negative impacts amidst an uncertain economic environment[42] Other Information This section contains other important company information regarding dividends, share transfer registration, securities transactions, corporate governance, and board composition, highlighting the company's efforts in compliance and corporate governance Dividends Reiteration The Board resolved not to recommend a final dividend for the year ended March 31, 2025, and no interim dividend was declared during the year - The Board resolved not to recommend a final dividend for the year ended March 31, 2025 (2024: nil)[43] - No interim dividend was declared during the year (2024: nil)[43] Closure of Register of Members To determine eligibility for attending and voting at the Annual General Meeting, the company will suspend share transfer registration from August 20 to August 25, 2025 - The company will suspend share transfer registration from Wednesday, August 20, 2025, to Monday, August 25, 2025[44] - No transfers of the company's shares will be registered, nor will shares be allotted and issued upon the exercise of subscription rights attached to outstanding share options granted by the company during this period[44] Purchase, Sale or Redemption of Listed Securities During the year, neither the company nor any of its subsidiaries redeemed, purchased, or sold any of the company's listed securities, nor were any treasury shares sold on-market - The company did not redeem any of its shares during the year[45] - Neither the company nor any of its subsidiaries purchased or sold any of the company's listed securities during the year, nor were any treasury shares sold on-market during the year[45] Standard Code for Directors' Securities Transactions The company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the HKEX Listing Rules, and all directors confirmed full compliance for the year ended March 31, 2025 - The company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[46] - All directors confirmed full compliance with the required standards set out in the Standard Code for the year ended March 31, 2025[46] Corporate Governance Code During the year, the company adopted and complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules - During the year, the company adopted the principles of the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules and complied with its applicable code provisions[47] Board Composition and Changes Due to the appointment of a female non-executive director, the number of independent non-executive directors temporarily fell below Listing Rules requirements; the company applied for a waiver and actively sought candidates, ultimately appointing Mr. Ma Ho Fai as an independent non-executive director on July 2, 2025, restoring compliance - Following the appointment of a female non-executive director on December 31, 2024, the number of independent non-executive directors fell below the minimum one-third of the Board members as required by Listing Rule 3.10A[48] - The company applied to The Stock Exchange of Hong Kong Limited for a waiver from strict compliance with Listing Rules 3.10A and 3.11 until June 30, 2025[48] - Mr. Ma Ho Fai was appointed as an independent non-executive director of the company, effective July 2, 2025, after which the company will comply with Listing Rule 3.10A[48] Audit Committee The Audit Committee has reviewed the Group's annual results for the year ended March 31, 2025 - The Audit Committee has reviewed the Group's annual results for the year ended March 31, 2025[49]