中国农产品交易(00149) - 2025 - 年度业绩

Annual Financial Summary This section provides a high-level overview of the group's financial performance and position for the fiscal years 2025 and 2024 Financial Summary Comparison for FY2025 and FY2024 | Metric | FY2025 (million HKD) | FY2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 530.8 | 579.1 | -8.3% | | Gross Profit | 296.4 | 343.3 | -13.7% | | Net Profit | 32.1 | 26.9 | 19.3% | | Profit Attributable to Owners of the Parent | 7.8 | 7.4 | 5.4% | | Net Assets (as at March 31) | 2,027.0 | 2,068.7 | -2.0% | | Cash and Bank Balances and Pledged Bank Deposits (as at March 31) | 181.7 | 283.0 | -35.8% | | Gearing Ratio (as at March 31) | 46.3% | 49.9% | -3.6% | Consolidated Financial Statements This section presents the group's detailed financial statements, including the statement of profit or loss and financial position Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the group's revenue decreased by 8.3% to HKD 530.8 million, and gross profit declined by 13.7% to HKD 296.4 million, yet profit for the year increased by 19.3% to HKD 32.1 million, and profit attributable to owners of the parent grew by 5.4% to HKD 7.8 million, driven by a significant reduction in income tax expense and narrower other comprehensive loss Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 530,761 | 579,132 | -8.3% | | Cost of sales | (234,372) | (235,840) | -0.6% | | Gross profit | 296,389 | 343,292 | -13.7% | | Other income and gains | 46,858 | 119,261 | -60.7% | | Operating profit | 127,183 | 194,692 | -34.7% | | Profit before tax | 35,608 | 83,117 | -57.2% | | Income tax expense | (3,481) | (56,241) | -93.8% | | Profit for the year | 32,127 | 26,876 | 19.5% | | Profit attributable to owners of the parent | 7,833 | 7,353 | 6.5% | | Total comprehensive loss attributable to owners of the parent | (48,904) | (66,353) | -26.3% | | Basic and diluted earnings per share (HK cents) | 0.08 | 0.07 | 14.3% | Consolidated Statement of Financial Position As of March 31, 2025, the group's total assets slightly decreased, primarily due to reductions in investment properties and properties held for sale, with net current assets and net assets also declining, though the gearing ratio improved, indicating a slight reduction in financial leverage Key Data from Consolidated Statement of Financial Position | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | | | | | Investment properties | 2,595,727 | 2,809,556 | -7.6% | | Total non-current assets | 2,839,783 | 2,909,942 | -2.4% | | Current assets | | | | | Properties held for sale | 996,978 | 1,173,590 | -15.1% | | Cash and bank balances | 181,673 | 243,435 | -25.4% | | Total current assets | 1,394,619 | 1,728,124 | -19.3% | | Current liabilities | | | | | Trade and other payables | 300,079 | 255,504 | 17.5% | | Interest-bearing bank and other borrowings | 286,156 | 362,624 | -21.1% | | Total current liabilities | 880,109 | 1,082,554 | -18.7% | | Net current assets | 514,510 | 645,570 | -20.3% | | Non-current liabilities | | | | | Interest-bearing bank and other borrowings | 774,184 | 951,889 | -18.7% | | Total non-current liabilities | 1,327,258 | 1,486,768 | -10.7% | | Net assets | 2,027,035 | 2,068,744 | -2.0% | | Total equity | 2,027,035 | 2,068,744 | -2.0% | Notes to Financial Information This section details the accounting policies, changes, and specific financial data breakdowns supporting the consolidated financial statements Basis of Preparation This financial information is prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, primarily using the historical cost convention, except for investment properties and financial assets at fair value through profit or loss, and is presented in Hong Kong dollars - Financial information is prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, primarily using the historical cost convention, except for investment properties and financial assets at fair value through profit or loss[7] - All amounts are presented in Hong Kong dollars and rounded to the nearest thousand[8] Changes in Accounting Policies and Disclosures This year saw the initial adoption of amendments to HKFRS 16 and HKAS 7 with HKFRS 7, but these revisions had no material impact on the group's financial position or performance due to the absence of relevant transactions or arrangements - Amendments to HKFRS 16 (Lease Liability in a Sale and Leaseback) had no impact on the group as there were no relevant sale and leaseback transactions[9] - Amendments to HKAS 7 and HKFRS 7 (Supplier Finance Arrangements) had no impact on the group as there were no supplier finance arrangements[9] Operating Segment Information The group operates two reportable segments: agricultural product trading markets and property sales; in FY2025, the agricultural product trading market segment saw significant performance growth, while property sales recorded a loss, leading to an overall increase in segment results - The group has two reportable segments: operating agricultural product trading markets (managing and investing in agricultural product trading markets in Mainland China and fresh food stores in Hong Kong) and property sales (engaging in property development)[10] Segment Revenue and Results Analysis | Segment | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | 2025 Segment Results (thousand HKD) | 2024 Segment Results (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Operating agricultural product trading markets | 406,316 | 404,801 | 191,292 | 104,810 | | Property sales | 124,445 | 174,331 | (802) | 33,899 | | Consolidated total | 530,761 | 579,132 | 190,490 | 138,709 | - Operating agricultural product trading markets segment results increased by 82.5% from HKD 104,810 thousand in 2024 to HKD 191,292 thousand in 2025[11] - Property sales segment results shifted from a profit of HKD 33,899 thousand in 2024 to a loss of HKD 802 thousand in 2025[11] Revenue Total revenue for the year was HKD 530,761 thousand, an 8.3% decrease from last year, primarily due to a significant decline in property sales revenue, partially offset by an increase in rental income from investment properties under operating leases Revenue Source Analysis | Revenue Source | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue from property ancillary services | 88,731 | 87,062 | 1.9% | | Commission income from operating agricultural product trading markets | 80,005 | 83,688 | -4.4% | | Revenue from property sales | 124,445 | 174,331 | -28.7% | | Revenue from sales of food and agricultural by-products | 30,608 | 30,594 | 0.0% | | Gross rental income from investment properties under operating leases | 206,972 | 203,457 | 1.7% | | Total | 530,761 | 579,132 | -8.3% | Other Income and Gains Other income and gains for the year significantly decreased by 60.7% to HKD 46,858 thousand, primarily due to a large reversal of long-aged payables in the prior year, with this year's income mainly from the gain on disposal of a subsidiary Other Income and Gains Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Bank and other interest income | 1,242 | 2,808 | -55.8% | | Government grants from PRC | 4,564 | 4,618 | -1.2% | | Gain on disposal of a subsidiary | 35,794 | – | N/A | | Reversal of long-aged payables | – | 101,840 | -100.0% | | Gain on termination of leases | 239 | – | N/A | | Others | 5,019 | 9,995 | -49.8% | | Total | 46,858 | 119,261 | -60.7% | - The HKD 101,840 thousand reversal of long-aged payables in 2024, absent in 2025, was the primary reason for the significant decrease in other income and gains[12] - A gain of HKD 35,794 thousand from the disposal of a subsidiary was recorded in 2025[12] Profit Before Tax Profit before tax for the year was HKD 35,608 thousand, a significant 57.2% decrease from last year, driven by changes in key cost items like property sales, services provided, and goods sold, a shift from reversal to impairment loss on financial assets, while net rental income remained stable Key Deductions/Additions to Profit Before Tax | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of property sales | 113,778 | 127,359 | -10.6% | | Cost of services provided | 96,406 | 88,730 | 8.6% | | Cost of goods sold | 24,188 | 19,751 | 22.5% | | Total employee benefit expense | 135,798 | 136,338 | -0.4% | | Net impairment loss on financial assets / (reversal of impairment loss) | 16,176 | (628) | N/A (from reversal to loss) | | Net rental income | (179,883) | (177,488) | 1.3% | | Fair value loss / (gain) on subleased investment properties | 2,075 | (15,183) | N/A (from gain to loss) | - Net impairment loss on financial assets shifted from a reversal of HKD 628 thousand in 2024 to a loss of HKD 16,176 thousand in 2025[13] - Fair value of subleased investment properties changed from a gain of HKD 15,183 thousand in 2024 to a loss of HKD 2,075 thousand in 2025[13] Finance Costs Total finance costs for the year amounted to HKD 91,575 thousand, a 17.9% decrease from last year, primarily driven by reduced interest expenses on bank and other borrowings and unsecured notes Finance Costs Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank and other borrowings | 88,473 | 100,262 | -11.8% | | Interest on unsecured notes | 679 | 9,210 | -92.6% | | Interest on lease liabilities | 1,944 | 2,103 | -7.5% | | Interest on consideration payable | 479 | – | N/A | | Total | 91,575 | 111,575 | -17.9% | Income Tax Expense Income tax expense for the year significantly decreased by 93.8% to HKD 3,481 thousand, primarily benefiting from the release of over-provision for prior years in Mainland China and a reduction in deferred tax - Hong Kong profits tax rate is 16.5%, Mainland China taxes are calculated at local prevailing rates, and land appreciation tax is provided at fixed or progressive rates[15] Income Tax Expense Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Current—Hong Kong for the year | 83 | 505 | -83.6% | | Current—Mainland China for the year | 15,231 | 47,575 | -68.0% | | Land appreciation tax | 9,508 | 13,456 | -29.4% | | Over-provision in prior years | (10,398) | – | N/A | | Deferred | (10,943) | (5,295) | 106.7% | | Total tax expense for the year | 3,481 | 56,241 | -93.8% | - The release of HKD 10,398 thousand in over-provision for prior years in 2025 significantly reduced income tax expense[16] Dividends The Board does not recommend the payment of any dividends for the years ended March 31, 2025, and 2024 - The Directors do not recommend the payment of any dividends for the years ended March 31, 2025, and 2024[17] Earnings Per Share Attributable to Ordinary Equity Holders of the Parent For the year ended March 31, 2025, basic earnings per share increased to 0.08 HK cents from 0.07 HK cents last year, with diluted earnings per share remaining the same as basic earnings due to no dilutive effect from unexercised share options Earnings Per Share | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic and diluted earnings per share | 0.08 | 0.07 | - Basic earnings per share is calculated based on profit attributable to owners of the parent and the weighted average of 9,953,067,822 ordinary shares in issue[18] - No adjustment for dilution was made as the unexercised share options had no dilutive effect on the basic earnings per share amount[18] Trade Receivables As of March 31, 2025, net trade receivables were HKD 1,280 thousand, a 37.7% decrease from last year, with credit risk concentrated among a few customers, though most receivables were neither past due nor impaired Net Trade Receivables | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade receivables | 8,767 | 9,560 | | Impairment | (7,487) | (7,505) | | Net carrying amount | 1,280 | 2,055 | - The group generally grants an average credit period of 30 days to trade customers, which may be extended based on customer business relationships and creditworthiness[19] - The five largest receivable balances accounted for approximately 76.6% of trade receivables (2024: 79.2%), with the largest trade receivable balance representing approximately 70.2% of the total (2024: 66.0%), indicating concentrated credit risk[19] Ageing Analysis of Trade Receivables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 694 | 1,199 | | 1 to 3 months | 355 | 726 | | Over 3 months but not over 6 months | 136 | 77 | | Over 6 months | 95 | 53 | | Total | 1,280 | 2,055 | Trade and Other Payables As of March 31, 2025, total trade and other payables amounted to HKD 300,079 thousand, a 17.5% increase from last year, primarily driven by a significant rise in amounts due to fellow subsidiaries, while trade payables substantially decreased Trade and Other Payables Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade payables | 23,824 | 45,348 | | Amounts due to fellow subsidiaries | 112,540 | 14,297 | | Total | 300,079 | 255,504 | - Ageing analysis of trade payables shows that amounts over 12 months constitute the largest proportion, though the total amount has decreased[21] - Amounts due to fellow subsidiaries significantly increased from HKD 14,297 thousand in 2024 to HKD 112,540 thousand in 2025[21] Comparative Information Certain comparative figures have been re-presented to conform with the current year's presentation, primarily involving reclassification of major statement items and notes to financial information - Certain comparative figures have been re-presented to conform with the current year's presentation, primarily involving reclassification of major statement items and notes to financial information[23] Management Discussion and Analysis This section provides management's perspective on the group's financial performance, business operations, liquidity, and future outlook Financial Performance Summary This year's revenue decreased by 8% due to reduced property sales, and gross profit fell by 14%, yet segment results grew from lower fair value losses on agricultural market investment properties; other income significantly dropped due to fewer long-aged payable reversals, while income tax expense sharply declined from tax benefits and prior provision releases, ultimately leading to a slight increase in profit attributable to owners of the parent - Revenue for the year was approximately HKD 531 million, a decrease of approximately 8% from last year, primarily due to reduced property sales revenue[25] - Gross profit for the year was approximately HKD 296 million, a decrease of approximately 14% from last year[25] - Segment results were approximately HKD 190 million, an increase from last year, mainly due to a reduction in fair value losses on investment properties held for operating agricultural product trading markets[25] - Other income and gains were approximately HKD 47 million, a significant decrease from HKD 119 million last year, primarily due to reduced reversals of long-aged payables[26] - General and administrative expenses increased to HKD 170 million, mainly due to higher depreciation and exchange losses; selling expenses decreased to HKD 18 million due to fewer promotional activities; and finance costs decreased to HKD 92 million due to lower costs for unsecured notes and bank borrowings[27] - Net impairment loss on financial assets was approximately HKD 16 million, compared to a net reversal of impairment loss of approximately HKD 1 million last year[28] - Net fair value loss on investment properties held for own use was approximately HKD 12 million, a significant reduction from HKD 83 million last year, primarily due to decreased rental values in the China investment property market[29] - Income tax expense was approximately HKD 3.5 million, a significant reduction from HKD 56 million last year, primarily due to dividend withholding tax benefits and the release of over-provision for prior years[31] - Profit attributable to owners of the parent was approximately HKD 7.8 million, a slight increase from HKD 7.4 million last year, primarily due to the combined effect of gain on disposal of a subsidiary and reduced net fair value loss on investment properties held for own use[32] - The Directors do not recommend the payment of any final dividend for the current year[33] Business Review The group primarily engages in property management and sales for agricultural product trading markets in Hong Kong and China; despite the downturn in China's real estate market, the agricultural market business model's nature mitigated severe impact, with the group actively exploring diversified revenue streams, maintaining stable or growing performance across various provincial agricultural markets, and investing in e-commerce platform development - The group primarily engages in property management and sales for agricultural product trading markets in Hong Kong and China[34] - The downturn in China's real estate market impacted property sales, but the nature of the agricultural product market business model mitigated severe impact on its performance[34] - The group actively researches and evaluates various business opportunities to diversify its revenue streams[34] Agricultural Product Trading Markets The group operates multiple agricultural product trading markets across provinces like Hubei, Henan, Guangxi, Jiangsu, and Liaoning; Wuhan Baishazhou market revenue remained stable, while Huangshi and Suizhou markets grew by approximately 4%; Luoyang market revenue decreased by 32% due to reduced property sales, whereas Puyang and Kaifeng markets increased by 18% and 4% respectively from higher property sales recognition or rental income; Yulin market revenue fell by 20%, with a capital reduction agreement signed for partial equity disposal; Qinzhou market revenue grew by 28%, Xuzhou market revenue was largely similar, and Huai'an market was sold in September 2024; Panjin market revenue increased by 19% - Wuhan Baishazhou Market (Hubei Province) revenue was largely similar to the previous financial year and was awarded among the Top 10 National Comprehensive Agricultural Product Wholesale Markets[35] - Huangshi Hongjin Agricultural and By-products Trading Market (Hubei Province) revenue increased by approximately 4% compared to the previous financial year[36] - Suizhou Baishazhou Agricultural and By-products Trading Market (Hubei Province) revenue increased by approximately 4% compared to the previous financial year[37] - Luoyang Hongjin Agricultural and By-products Trading Market (Henan Province) revenue decreased by approximately 32% compared to the previous financial year, primarily due to reduced property sales recognition[38] - Puyang Hongjin Agricultural and By-products Trading Market (Henan Province) revenue increased by approximately 18% compared to the previous financial year, primarily due to increased property sales recognition[39] - Kaifeng Hongjin Agricultural and By-products Trading Market (Henan Province) revenue increased by approximately 4% compared to the previous financial year, primarily due to increased rental income[40] - Yulin Hongjin Agricultural and By-products Trading Market (Guangxi region) revenue decreased by approximately 20% compared to the previous financial year, and a capital reduction agreement has been signed for the disposal of a portion of its equity interest[41] - Qinzhou Hongjin Agricultural and By-products Trading Market (Guangxi region) revenue increased by approximately 28% compared to the previous financial year, primarily due to increased rental income[42] - Huai'an Hongjin Agricultural and By-products Trading Market (Jiangsu Province) was disposed of on September 5, 2024, and the group no longer holds any interest[44] - Panjin Hongjin Agricultural and By-products Trading Market (Liaoning Province) revenue increased by approximately 19%, primarily due to increased rental income[45] E-commerce The group has invested resources in developing an e-commerce platform to enhance the efficiency of agricultural product trading markets and continues to implement cost control measures - The group has launched a new e-commerce platform to enhance the efficiency of agricultural product trading markets[46] - The group continues to implement cost control measures in e-commerce platform development[46] Cyber Risk and Security The group assigns professionals to monitor cyber risks and implements policies for hardware and software maintenance, internal and external network isolation, and regular protection system updates to ensure cybersecurity - The group assigns professionals to monitor and assess potential cyber risks and maintain hardware and software[47] - Policies and procedures are in place to regulate internet usage, conduct physical system maintenance, regularly update protection systems and firewalls, and assign professionals for daily monitoring of unusual activities[47] Data Fraud or Theft Risk The group continuously reviews and updates its internal control systems for data access, adopting appropriate policies to protect data and restrict access to authorized personnel only, effectively mitigating data fraud or theft risks - The group continuously reviews and updates its internal control systems for data access, adopting appropriate policies to protect data and restrict access to authorized personnel only[48] - Management believes that effective policies and procedures have been implemented to mitigate data fraud or theft risks[48] Environmental and Social Risks The group faces moderate environmental risks, primarily from the potential adverse impacts of climate change in China on agricultural production, which could in turn affect agricultural product market operations and property sales revenue - The group faces moderate environmental risks, primarily from the potential adverse impacts of climate change in China on agricultural production[49] - This risk could affect the group's revenue from operating agricultural product markets and property sales[49] Liquidity and Financial Resources As of March 31, 2025, the group's total cash and bank balances were approximately HKD 182 million, a 25.4% decrease from last year; total assets and net assets both declined, but the gearing ratio improved from 49.9% to 46.3%, indicating improved financial leverage Overview of Liquidity and Financial Resources | Metric | As at March 31, 2025 (million HKD) | As at March 31, 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total cash and bank balances | 182 | 243 | -25.4% | | Total assets | 4,234 | 4,638 | -8.7% | | Net assets | 2,027 | 2,069 | -2.0% | | Gearing ratio | 46.3% | 49.9% | -3.6% | | Total interest-bearing bank and other borrowings and unsecured notes | 1,121 | 1,315 | -14.8% | | Ratio of total interest-bearing bank and other borrowings to total assets | 26% | 28% | -2.0% | Significant Acquisitions and Disposals This year, the group completed two significant transactions: the disposal of its entire equity interest in Huai'an Market, realizing a gain of approximately HKD 35.8 million, and the acquisition of a 50% equity interest in a PRC joint venture for a total consideration of HKD 150 million, accounted for as an asset acquisition - On September 5, 2024, the group completed the disposal of its entire equity interest in the Huai'an Market subsidiary for a total consideration of approximately RMB 66.4 million, realizing a gain of approximately HKD 35.8 million[52] - On February 25, 2025, the group completed the acquisition of the entire issued share capital and shareholder loans of Weijun Investment Limited (holding a 50% equity interest in Shenzhen Jimao Market Co., Ltd.) for a total consideration of HKD 150 million, which was accounted for as an asset acquisition[53] Unsecured Notes The company established a HKD 1 billion medium-term note program this year and issued two tranches of unsecured fixed-rate notes with principal amounts of HKD 41 million and HKD 50 million, respectively; subsequent to the reporting period, an additional HKD 38 million in unsecured notes was issued - The company announced the establishment of a HKD 1 billion medium-term note program on August 23, 2024[54] - On November 29, 2024, and February 21, 2025, the company issued unsecured fixed-rate notes with principal amounts of HKD 41 million and HKD 50 million, respectively[54] - Subsequent to the reporting period, on April 3, 2025, the company issued unsecured notes with a principal amount of HKD 38 million[54] - As of the date of this announcement, the total principal amount of unsecured notes outstanding under the program is HKD 129 million[55] Capital Commitments, Pledges and Contingent Liabilities As of March 31, 2025, the group's capital commitments significantly decreased to HKD 29 million, with contingent liabilities from bank guarantees for customers amounting to approximately HKD 29 thousand; the group has pledged approximately HKD 1.91 billion in property, plant and equipment, investment properties and their rental income, and properties held for sale as collateral for bank borrowings - As of March 31, 2025, outstanding capital commitments were approximately HKD 29 million, a significant decrease from HKD 167 million last year[56] - The group provided bank guarantees for customers totaling approximately HKD 16.9 million, with contingent liabilities amounting to approximately HKD 29 thousand[56] - The group has pledged property, plant and equipment, investment properties held for own use and their rental income, and properties held for sale with a carrying amount of approximately HKD 1.91 billion as collateral for interest-bearing bank borrowings[56] Foreign Exchange Risk The group's revenue, operating costs, and bank deposits are primarily denominated in RMB and HKD, exposing it to foreign exchange risk, particularly from China operations and RMB-denominated deposits; currently, there is no foreign exchange hedging policy, but alternative risk hedging instruments will be considered to mitigate RMB exchange risk - The group's revenue, operating costs, and bank deposits are primarily denominated in RMB and HKD, exposing it to foreign exchange risk[57] - Currently, the group has no foreign exchange hedging policy, but will consider alternative risk hedging instruments to mitigate RMB exchange risk[57] Indebtedness and Financial Planning As of March 31, 2025, the group's total interest-bearing bank and other borrowings amounted to HKD 1.121 billion, a decrease from last year; unsecured notes, financial institution borrowings, and non-financial institution borrowings have varying maturity dates, with the group regularly reviewing its funding position and considering diversified financing options Analysis of Interest-Bearing Bank and Other Borrowings | Borrowing Type | Carrying Amount as at March 31, 2025 (million HKD) | Approximate Effective Interest Rate as at March 31, 2025 (per annum) | Carrying Amount as at March 31, 2024 (million HKD) | Approximate Effective Interest Rate as at March 31, 2024 (per annum) | | :--- | :--- | :--- | :--- | :--- | | Unsecured notes | 61 | 5% | – | –% | | Borrowings from financial institutions | 765 | 6% | 935 | 6% | | Borrowings from non-financial institutions | 295 | 10% | 380 | 10% | | Total | 1,121 | | 1,315 | | - Unsecured notes are due between November 2036 and February 2037; borrowings from financial institutions are due between April 2025 and December 2034; and borrowings from non-financial institutions are due in May 2027[59] Financial Policies The group's financial policies aim to diversify funding sources, primarily relying on internal cash flows, interest-bearing bank/non-financial institution loans, and unsecured notes; the group regularly reviews its funding position and considers various equity and debt financing options to meet capital requirements - The group's financial policies include diversifying funding sources, primarily internal cash flows, interest-bearing bank/non-financial institution loans, and unsecured notes[60] - The group regularly reviews its funding position and considers diversified financing options such as placing new shares, rights issues, borrowings from financial institutions, issuing bonds, and disposing of investment properties[60] Significant Valuation Methods for Investment Properties and Review by Audit Committee The group's investment properties are carried at fair value, valued by independent professional valuers in accordance with the Hong Kong Institute of Surveyors Valuation Standards; valuation methods include capitalizing existing leases and potential market rents, and using the direct comparison approach for vacant spaces and inventory portions, all reviewed by the Audit Committee and the Board - Investment properties are carried at fair value, valued by independent professional valuers in accordance with the Hong Kong Institute of Surveyors Valuation Standards[61] - Valuation methods include capitalizing existing leases and potential reversionary market rents, and applying the direct comparison approach for vacant spaces and inventory portions[61] - The Audit Committee and the Board have reviewed the significant valuation methods for investment properties[62] Material Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures, and Future Plans for Material Investments or Capital Assets Aside from the disclosed disposal of Huai'an Market, acquisition of a PRC joint venture, and disposal of Yulin Hongjin equity interest, the group currently has no other specific acquisition or disposal plans for material investments or capital assets - Aside from the disclosed disposal of Huai'an Market, acquisition of a PRC joint venture, and disposal of Yulin Hongjin Agricultural and By-products Wholesale Market Co., Ltd. equity interest, the group currently has no other specific acquisition or disposal plans for material investments or capital assets[63] Risk Factors Relating to Our Industry and Business Operations The group faces multiple operational risks, including RMB to HKD exchange rate fluctuations, financing difficulties, maintaining industry competitive position, agricultural product trading market occupancy rates, challenges in obtaining licenses, and regulatory changes; the group has developed corresponding strategies to monitor and address these risks - Fluctuations in the RMB to HKD exchange rate affect PRC assets and liabilities, with the group regularly monitoring exchange rate movements and preparing hedging mechanisms[64] - Difficulty in obtaining sufficient financing to support capital-intensive agricultural product trading markets, with the group regularly reviewing its liquidity levels[64] - Difficulty in maintaining or enhancing the competitive position in the agricultural product trading market industry, with the group assigning personnel to monitor competitors and formulate strategies[67] - Difficulty in maintaining or increasing occupancy rates of agricultural product trading markets, with the group launching marketing activities from time to time[67] - Challenges in obtaining all necessary licenses and permits for developing, constructing, operating, and acquiring agricultural product trading markets, with the group employing professional local staff to ensure compliance[67] - Regulatory changes and revisions in agricultural product trading markets, with the group maintaining a flat organizational structure for rapid adjustment[67] Reliance on Employees, Customers and Suppliers The group adopts a market-based remuneration policy, with no key employees significantly impacting its success; additionally, no major customers or suppliers account for over 5% of revenue, and suppliers are replaceable, thus customers and suppliers do not materially affect business performance - The group adopts a market-based remuneration policy, and no key or specific employees significantly impact the group's success[65] - No major customers or suppliers account for over 5% of the group's revenue, and no major suppliers cannot be replaced by other suitable suppliers[65] Environmental Policies and Performance The group complies with PRC environmental regulations in the construction and operation of agricultural product trading markets, engaging independent environmental consultants for impact assessments; all construction projects adhere to the 'Three Simultaneities' principle, ensuring compliance with environmental standards, with no significant adverse environmental liabilities identified to date - The group complies with PRC environmental laws in the construction and operation of agricultural product trading markets, engaging independent environmental consultants for environmental impact assessments[66] - All construction projects adhere to the 'Three Simultaneities' principle stipulated by the PRC Environmental Protection Law, ensuring compliance with all applicable environmental standards[66] - Environmental investigations conducted to date have not revealed any environmental liabilities expected to have a material adverse impact on operating conditions[66] Corporate Governance and Other Information This section covers the group's corporate governance practices, compliance, related party transactions, post-reporting period events, and other relevant disclosures Compliance with Laws and Regulations The group complied in all material respects with relevant laws and regulations significantly affecting its business and operations during the year, including the Listing Rules, Securities and Futures Ordinance, and Bermuda laws, and continuously reviews new legislation and provides related training - The group complied in all material respects with relevant laws and regulations significantly affecting its business and operations during the year[68] - The company has complied with the requirements of the Stock Exchange Listing Rules, Securities and Futures Ordinance, and Bermuda laws[68] - The group continuously reviews newly promulgated laws and regulations affecting its operations and provides relevant training and guidance to employees[68] Connected Transactions and Continuing Connected Transactions The group disclosed several connected transactions, including a master license agreement with Wang On and its subsidiaries, a dealer agreement with Wang On Securities Limited, and a sale and purchase agreement with Wang On Commercial Management Limited, all in compliance with Chapter 14A of the Listing Rules - The company entered into a master license agreement with Wang On and its subsidiaries governing property licenses, constituting a continuing connected transaction[69] - The company entered into a dealer agreement with Wang On Securities Limited, appointing it as an arranger and dealer for the medium-term note program, constituting a continuing connected transaction[70] - The company entered into a sale and purchase agreement with Wang On Commercial Management Limited concerning an acquisition, constituting a connected transaction[71] - The company confirms that all disclosed connected transactions and/or continuing connected transactions complied with the requirements of Chapter 14A of the Listing Rules[72] Events After Reporting Period Subsequent to the reporting period, on April 3, 2025, the company issued HKD 38 million in unsecured notes; additionally, on May 20, 2025, the group entered into a sale and leaseback arrangement for certain assets in Luoyang and Puyang markets for a total sale price of approximately HKD 77.4 million; on May 30, 2025, the group signed a capital reduction agreement to dispose of its equity interest in Yulin Hongjin Agricultural and By-products Wholesale Market Co., Ltd. for a total consideration of approximately HKD 26.58 million - On April 3, 2025, the company issued unsecured notes with a principal amount of HKD 38 million, maturing on April 3, 2037[73] - On May 20, 2025, the group entered into a sale and leaseback arrangement involving certain assets in Luoyang and Puyang markets for a total sale price of approximately RMB 71.4 million (approximately HKD 77.4 million)[74] - On May 30, 2025, the group signed a capital reduction agreement to dispose of its equity interest in Yulin Hongjin Agricultural and By-products Wholesale Market Co., Ltd. for a total consideration of approximately RMB 24.69 million (approximately HKD 26.58 million)[75] Employees As of March 31, 2025, the group employed 903 staff, with approximately 98% located in China; remuneration policy is regularly reviewed by the Remuneration Committee and determined based on market terms, company performance, qualifications, and individual performance; the share option scheme aims to reward eligible participants and enhance company value - As of March 31, 2025, the group employed a total of 903 staff (2024: 1,048), with approximately 98% located in China[76] - Remuneration policy is regularly reviewed by the Remuneration Committee and determined based on market terms, company performance, individual qualifications, and performance[76] - The company adopted a share option scheme on August 26, 2022, aiming to reward eligible participants and enhance company value[76] Prospects Despite challenges from China's slowing economic growth and declining property sales, the group will leverage its competitive advantages, solid foundation, intelligent management systems, IT network, and quality services to expand its national agricultural product trading market network; the group will capitalize on PRC government policies promoting agricultural modernization and rural revitalization, further expanding its business through a 'light-asset' strategy and e-commerce platform development - Despite China's slowing economic growth and declining property sales, the group will continue to expand its national agricultural product trading market network[77] - China's No. 1 Central Document for 2025 focuses on rural development, emphasizing agricultural modernization, rural revitalization, food security, and the application of new agricultural technologies, presenting opportunities for the group[77] - The group will adopt a 'light-asset' strategy through collaborations with various partners and is committed to developing an e-commerce trading platform to capitalize on technological advancements driven by the data economy[78] Corporate Social Responsibility The group is committed to advancing business development while actively fulfilling its corporate social responsibilities, having made donations to various non-governmental and non-profit organizations in previous years, and will continue to dedicate resources and efforts - The group is committed to advancing business development while actively fulfilling its corporate social responsibilities[80] - In previous years, the group made donations to various non-governmental and non-profit organizations and will continue to dedicate more resources and efforts[80] Relationship with Customers and Suppliers The group values building strong relationships with suppliers and customers, carefully selecting quality partners, encouraging fair competition, and maintaining good communication to foster overall growth and development - The group understands that enhancing and maintaining good relationships with suppliers and customers is indispensable for its overall growth and development[81] - The group carefully selects quality suppliers and customers, encourages fair and open competition, and maintains good communication[81] Purchase, Sale or Redemption of Listed Securities On March 31, 2024, the company redeemed all outstanding listed notes (principal amount of HKD 40 million) at 92.88% of their principal amount, with their listing status withdrawn on April 8, 2024; during the year, neither the company nor its subsidiaries purchased, sold, or redeemed any other listed securities, nor held any treasury shares - On March 31, 2024, the company redeemed all outstanding listed notes (principal amount of HKD 40 million) at 92.88% of their principal amount[82] - The listed notes were delisted on April 8, 2024[83] - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, nor held any treasury shares[83][84] Compliance with Corporate Governance Code The company is committed to maintaining high standards of corporate governance, emphasizing transparency, accountability, integrity, and independence, and confirms compliance with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the year - The company is committed to maintaining high standards of corporate governance, emphasizing transparency, accountability, integrity, and independence[85] - The Board is satisfied that the company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the current year[85] Standard Code for Securities Transactions by Directors The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions, with all directors confirming compliance with the required standards throughout the year - The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as its own code of conduct governing directors' securities transactions[86] - All Directors confirm that they have complied with the required standards set out in the Standard Code throughout the current year[86] Audit Committee The company's Audit Committee, comprising all independent non-executive directors, is responsible for reviewing and overseeing the group's financial reporting, internal controls, risk management, and corporate governance matters, and has reviewed and discussed the consolidated annual results for the current year - The Audit Committee, comprising all independent non-executive directors, is responsible for reviewing and overseeing the group's financial reporting procedures, internal controls, risk management, and other corporate governance matters[87] - The Audit Committee has reviewed and discussed the group's consolidated annual results for the financial year ended March 31, 2025, with management[87] Scope of Work of Ernst & Young Ernst & Young, the group's independent auditor, confirmed that the consolidated financial statement figures in this announcement align with their draft, but their work did not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed - Ernst & Young agreed that the figures for the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes contained in this announcement are consistent with the figures in the group's draft consolidated financial statements[88] - The work performed by Ernst & Young in this regard did not constitute an assurance engagement, and accordingly, no opinion or assurance conclusion is expressed on this announcement[88] Closure of Register of Members and Annual General Meeting To determine shareholders' eligibility to attend the 2025 Annual General Meeting, the company will suspend its share transfer registration from August 14 to August 19, 2025 (both dates inclusive), with the Annual General Meeting scheduled for the morning of August 19, 2025 - The company will suspend its share transfer registration from August 14 to August 19, 2025 (both dates inclusive) to determine shareholders' eligibility to attend and vote at the 2025 Annual General Meeting[89] - All share transfer documents must be lodged with the Hong Kong Share Registrar for registration by 4:30 p.m. on August 13, 2025[89] - The 2025 Annual General Meeting will be held at 10:45 a.m. on August 19, 2025[90] Publication of Annual Results and Despatch of Annual Report This results announcement has been published on the HKEX website and the company's website; the company's 2025 annual report will be despatched to shareholders and made available on the aforementioned websites in due course - This results announcement has been published on the HKEX website (www.hkexnews.hk) and the company's website (www.cnagri-products.com)[91](index=91&type=chunk) - The company's 2025 annual report will be despatched to shareholders and made available on the aforementioned websites in due course[91]