中新控股(08125) - 2025 - 年度业绩

Annual Results Announcement Disclaimer and GEM Characteristics This announcement includes disclaimers from HKEX and HKSE, highlighting the higher investment risks of the GEM market and advising investors to exercise caution - HKEX and GEM are not responsible for the announcement's content, make no representations, and assume no liability for losses[1] - The GEM market provides a listing platform for high-investment-risk companies, and investors should understand potential risks and make prudent decisions[3] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group's revenue significantly increased, but gross profit declined, resulting in an expanded loss, with basic and diluted loss per share of HK$0.48 Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 164,543 | 87,603 | | Cost of sales | (161,065) | (78,573) | | Gross profit | 3,478 | 9,030 | | Loss before tax | (21,700) | (10,424) | | Loss for the year attributable to owners of the Company | (21,678) | (9,790) | | Loss per share (basic and diluted) | (0.48) | (0.61) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's non-current assets and net assets both decreased, while current assets increased, but current liabilities significantly grew, leading to a reduction in net current assets Consolidated Statement of Financial Position Summary | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 5,953 | 11,981 | | Current assets | 105,796 | 78,731 | | Current liabilities | 52,295 | 16,904 | | Net current assets | 53,501 | 61,827 | | Total assets less current liabilities | 59,454 | 73,808 | | Net assets | 59,182 | 73,501 | | Total equity | 59,182 | 73,501 | Notes to Consolidated Financial Statements General Information China New Holdings Limited is registered in Hong Kong and listed on GEM, primarily engaged in investment holding and, through its subsidiaries, in design, renovation and engineering, construction equipment leasing, wine sourcing and marketing, and financial services - The Company is an investment holding company with shares listed on the GEM of HKEX[8] - The Group is primarily engaged in design, renovation and engineering services; leasing of construction equipment; sourcing and marketing of fine wines; and providing financial services (including securities advisory, trading, brokerage, asset management, and money lending)[9][10] Application of New and Revised HKFRSs The Group has adopted several new and revised HKFRSs for the first time, with no impact on prior period amounts and no significant expected impact on current or future periods - The Group has adopted several amendments to HKFRSs effective on or after April 1, 2024, including sale and leaseback, and classification of current/non-current liabilities[11] - The adoption had no impact on amounts recognized in prior periods and is not expected to have a significant impact on current or future periods[11] - The Group has assessed new and revised standards not yet effective and expects no material impact on the consolidated financial statements[13] Segment Information The Group reports across four main operating segments: design, renovation and engineering services; construction equipment leasing; wine sourcing and marketing; and financial services, with design, renovation and engineering services showing significant revenue growth in 2025, while other segments declined, operating primarily in Hong Kong and Macau, with key customer revenue contributions disclosed - The Group's operating segments include design, renovation and engineering services; leasing of construction equipment; sourcing and marketing of fine wines; and financial services business[17] Segment Revenue and Operating Loss (2025) | Segment | Revenue (HK$ Thousand) | Operating Loss (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services | 155,634 | (168) | | Leasing of construction equipment | 8,639 | (8,934) | | Marketing of fine wines | – | (44) | | Financial services business | 270 | (4,992) | | Total | 164,543 | (14,138) | Segment Revenue and Operating (Loss) Profit (2024) | Segment | Revenue (HK$ Thousand) | Operating (Loss) Profit (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services | 71,972 | (6,386) | | Leasing of construction equipment | 12,966 | 3,746 | | Marketing of fine wines | 2,214 | 551 | | Financial services business | 451 | (276) | | Total | 87,603 | (2,365) | Geographical Revenue and Non-current Assets | Region | 2025 Revenue (HK$ Thousand) | 2024 Revenue (HK$ Thousand) | 2025 Non-current Assets (HK$ Thousand) | 2024 Non-current Assets (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 87,330 | 46,006 | 5,953 | 11,981 | | Macau | 77,213 | 41,597 | – | – | | Total | 164,543 | 87,603 | 5,953 | 11,981 | Major Customer Revenue Contribution | Customer | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Customer A | Not applicable | 25,297 | | Customer B | 77,213 | 29,352 | | Customer C | Not applicable | 12,245 | | Customer D | 61,222 | Not applicable | Revenue The Group's total revenue for FY2025 was HK$164,543 thousand, primarily driven by design, renovation and engineering services, which saw significant growth, while revenue from construction equipment leasing, wine sales, and money lending interest all decreased Revenue Analysis | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services income | 155,634 | 71,972 | | Rental income from leasing of construction equipment | 8,639 | 12,966 | | Sales of fine wines | – | 2,214 | | Interest income from money lending | 270 | 451 | | Total | 164,543 | 87,603 | - Design, renovation and engineering services income increased by 116.2% year-on-year, becoming the primary driver of revenue growth[27] - The fine wine sales business ceased to contribute revenue in 2025[27] Income Tax Credit The Group recorded an income tax credit of HK$22 thousand in FY2025, primarily from deferred tax, with current tax being negative, and different tax policies applying in Hong Kong, Macau, and the British Virgin Islands Income Tax Credit | Tax Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax | (13) | (20) | | Deferred tax | 35 | 654 | | Income tax credit for the year | 22 | 634 | - Hong Kong profits tax operates under a two-tiered system, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5%[29] - Macau complementary income tax is calculated at progressive rates, with the current year's rate at 12%[29] Loss Before Tax The Group's loss before tax for FY2025 was HK$21,700 thousand, an increase from the previous year, with major expenses including salaries and wages, cost of inventories sold, depreciation of property, plant and equipment, depreciation of right-of-use assets, and administrative expenses Key Components of Loss Before Tax | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Salaries and wages (included in cost of sales) | 742 | 821 | | Salaries, wages and other benefits (included in administrative expenses) | 4,203 | 4,303 | | Directors' remuneration | 2,730 | 2,191 | | Cost of inventories sold | 15,988 | 9,866 | | Depreciation of property, plant and equipment | 5,122 | 6,397 | | Depreciation of right-of-use assets | 1,809 | 4,095 | | Administrative expenses | 26,392 | 22,167 | | Finance costs | 48 | 734 | - The loss before tax for 2025 was HK$21,700 thousand, an increase from HK$10,424 thousand in 2024[5] Dividends For the year ended March 31, 2025, the Company neither paid nor proposed any dividends - No dividends were paid or proposed for the years ended March 31, 2024 and 2025[31] Loss Per Share The Group's basic and diluted loss per share for FY2025 was HK$0.48, an improvement from HK$0.61 in 2024, with the weighted average number of ordinary shares adjusted for share consolidation Loss Per Share Calculation | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ Thousand) | (21,678) | (9,790) | | Weighted average number of ordinary shares (Thousand shares) | 44,698 | 15,997 | | Loss per share (HK$) | (0.48) | (0.61) | - Basic and diluted loss per share are identical as there were no potentially dilutive ordinary shares outstanding in either year[33] - The weighted average number has been adjusted to reflect the effect of share consolidation[32] Loans and Interest Receivable As of March 31, 2025, the Group's net loans and interest receivable amounted to HK$2,761 thousand, primarily from an unsecured personal loan with a 9% annual interest rate, which, despite being overdue, was assessed as Stage 2 with no credit impairment due to repayment history and subsequent interest settlement Loans and Interest Receivable | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loans receivable | 3,000 | 3,000 | | Interest receivable | 580 | 310 | | Less: Loss allowance | (819) | (1,168) | | Total | 2,761 | 2,142 | - The loan portfolio includes an unsecured personal loan with a principal of HK$3,000,000 and an annual interest rate of 9%[35] - A net reversal of HK$349 thousand in loss allowance for loans and interest receivable was recognized during the year[36] - Loans and interest receivable overdue for more than 180 days amounted to HK$2,761 thousand[36] Trade and Other Receivables As of March 31, 2025, the Group's total trade and other receivables significantly increased to HK$41,128 thousand from the previous year, with an increase in loss allowance for trade receivables and a higher proportion of trade receivables overdue for more than 365 days Trade and Other Receivables | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables (net of allowance) | 29,951 | 21,291 | | Other receivables | 11,177 | 1,989 | | Total | 41,128 | 23,280 | Ageing Analysis of Trade Receivables (Net of Loss Allowance) | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 90 days | 15,523 | 16,004 | | 91 to 180 days | 459 | 583 | | 181 to 270 days | 1,031 | 518 | | 271 to 365 days | 8,732 | 456 | | Over 365 days | 4,206 | 3,730 | | Total | 29,951 | 21,291 | - Loss allowance for trade receivables increased from HK$6,643 thousand to HK$7,033 thousand[39] Trade and Other Payables As of March 31, 2025, the Group's total trade and other payables significantly increased to HK$47,678 thousand from the previous year, primarily due to an increase in temporary receipts from rights issue proceeds Trade and Other Payables | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 12,358 | 4,766 | | Other payables | 35,320 | 9,073 | | Total | 47,678 | 13,839 | - Other payables include temporary receipts of HK$25,742 thousand from rights issue proceeds[40][41] - The average credit period for trade payables is 90 days[43] Share Capital The Group's share capital underwent multiple changes in FY2025, including share consolidation, rights issue, and issuance of shares under general mandate, leading to changes in total issued shares and share capital amount Changes in Share Capital | Event | Number of Shares (Thousand shares) | Amount (HK$ Thousand) | | :--- | :--- | :--- | | As at April 1, 2023 | 156,780 | 205,523 | | Share consolidation (November 2023) | (125,424) | – | | Rights issue (November 2023) | 156,780 | 36,059 | | As at March 31, 2024 | 188,136 | 240,814 | | Issuance of shares under general mandate (April 2024) | 37,627 | 7,563 | | Share consolidation (February 2025) | (180,610) | – | | As at March 31, 2025 | 45,153 | 248,173 | - Share consolidation was completed on February 19, 2025, where every five existing shares were consolidated into one consolidated share, adjusting the total issued shares from 225,763,200 to 45,152,640[46][48] Commitments As of the end of the reporting period, the Group had no significant contractual commitments - As at the end of the reporting period, the Group had no significant contractual commitments[45] Events After Reporting Period Subsequent to the reporting period, the Company completed a share consolidation in February 2025 and a rights issue in April 2025, issuing 135,457,920 rights shares and raising approximately HK$39,150,000 - Share consolidation was completed on February 19, 2025, with every five shares consolidated into one[46] - A rights issue was completed on April 10, 2025, issuing 135,457,920 rights shares on the basis of three rights shares for every one consolidated share, at a subscription price of HK$0.289, raising approximately HK$39,150,000[46] Comparative Figures Certain comparative financial information has been reclassified to conform with the current year's presentation - Certain comparative financial information has been reclassified to conform with the current year's presentation[47] Management Discussion and Analysis Financial Review The Group's FY2025 revenue grew by 87.8% year-on-year to HK$164.5 million, primarily driven by design, renovation and engineering services, but gross profit declined, administrative expenses increased, and expected credit loss allowances and intangible asset impairments all rose, leading to an expanded loss before tax - Total revenue was approximately HK$164.5 million, representing an 87.8% year-on-year increase[49] Revenue by Segment | Segment | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services | 155,634 | 71,972 | | Leasing of construction equipment | 8,639 | 12,966 | | Wine marketing | – | 2,214 | | Financial services | 270 | 451 | | Total | 164,543 | 87,603 | - Gross profit was approximately HK$3.5 million, a HK$5.5 million year-on-year decrease, primarily due to reduced profit margins on new tender projects, lower utilization rates of leased construction equipment, and price competition[52][53] - Administrative expenses increased, mainly due to initial start-up costs for upcoming projects and increased staff costs for new hires[56] - Expected credit loss allowance for trade receivables increased to HK$390 thousand (2024: HK$332 thousand), and for contract assets increased to HK$203 thousand (2024: HK$45 thousand), reflecting deteriorating credit risk and uncertainty in the construction industry[57] - Impairment loss recognized for Securities and Futures Ordinance licenses was approximately HK$50 thousand (2024: HK$779 thousand), and for cross-border vehicle licenses was approximately HK$160 thousand (2024: reversal of impairment loss of HK$140 thousand)[58][59] Business Review and Outlook The Group is adjusting its business strategy by scaling down public housing projects, reallocating resources to other design, renovation and engineering services projects, and seeking to expand its customer base, while the construction equipment leasing business faces declining utilization rates, wine marketing will proceed moderately, and financial services (securities and money lending) will continue prudent operations with active follow-up on overdue loan recovery - The design, renovation and engineering services business will scale down public housing maintenance, re-plan its business portfolio, seek other projects, and develop relationships with existing and new contractors and clients[60] - Revenue from the construction equipment leasing business decreased due to lower utilization rates of scaffolding equipment, and the Group will strive to maintain customer relationships and broaden its customer base[62] - The fine wine marketing business will be conducted moderately, continuing negotiations with existing clients and seeking potential new clients[63] - Financial services business includes securities business (licensed activities) and money lending business, with the securities business operating cautiously due to economic uncertainty and market volatility[64][65][66] - The money lending business focuses on corporate or individual borrowers, with the loan portfolio including an unsecured personal loan of HK$3,000,000, which, despite being overdue, is assessed as Stage 2, and the Group will regularly review and take follow-up actions[67][68] Liquidity and Financial Resources As of March 31, 2025, the Group's net current assets were approximately HK$53.5 million, with cash and bank balances around HK$43.2 million, and the current ratio decreased to 2.0 times, primarily due to increased current liabilities from higher trade and other payables - Net current assets were approximately HK$53.5 million (2024: HK$61.8 million)[69] - Cash and bank balances were approximately HK$43.2 million (2024: HK$45.7 million)[69] - The current ratio was approximately 2.0 times (2024: 4.7 times), with the decrease primarily due to increased current liabilities[69] Capital Structure and Gearing Ratio The Company's capital structure consists solely of ordinary shares, and as of March 31, 2025, the gearing ratio is not applicable due to full repayment of borrowings and lease liabilities, compared to approximately 2.6% in 2024 - The Company's capital structure consists solely of ordinary shares, with no changes in FY2025[70] - As of March 31, 2025, the gearing ratio is not applicable as borrowings and lease liabilities have been fully repaid[70] - As of March 31, 2024, the gearing ratio was approximately 2.6%[70] Dividends (MD&A) The Board does not recommend the payment of any dividends for the year ended March 31, 2025 - The Board does not recommend the payment of any dividends for the year ended March 31, 2025[71] Foreign Exchange Risk The Group's operations are primarily denominated in HKD, RMB, and MOP, with no hedging instruments in place, and exchange rate fluctuations will be closely monitored to mitigate risks - The Group's operations are primarily denominated in Hong Kong Dollars, Renminbi, and Macanese Pataca[72] - The Group has not entered into any instruments to hedge foreign exchange risk and will closely monitor exchange rate changes to take appropriate actions[72] Pledge of Group Assets As of March 31, 2024 and 2025, the Group had not pledged any assets - As of March 31, 2024 and 2025, the Group had not pledged any assets[73] Significant Acquisitions and Disposals For the year ended March 31, 2025, the Group had no significant acquisitions or disposals of assets or subsidiaries - For the year ended March 31, 2025, the Group had no significant acquisitions or disposals of assets or subsidiaries[74] Contingent Liabilities As of March 31, 2025, the Group had no significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities[75] Commitments (MD&A) Details of the Group's commitments as of March 31, 2025, are set out in Note 13 to this announcement - Details of the Group's commitments as of March 31, 2025, are set out in Note 13 to this announcement[76] Employees and Remuneration Policy As of March 31, 2025, the Group employed 23 employees with total remuneration of approximately HK$7.8 million, providing training and compensation based on industry practice, individual performance, and Group performance - The Group employed 23 employees (2024: 17 employees)[77] - Total remuneration (including employee and directors' remuneration and MPF contributions) was approximately HK$7.8 million (2024: HK$7.5 million)[77] - Remuneration policy is primarily based on industry practice, individual performance and experience, and includes discretionary bonuses and share options[77] Share Capital (MD&A) Details of changes in share capital are set out in Note 12 to this announcement - Changes in share capital are set out in Note 12 to this announcement[78] Use of Proceeds from Rights Issue The Group completed a rights issue in December 2023, raising approximately HK$35 million net proceeds, with most funds used for working capital in engineering and leasing businesses, general corporate and administrative expenses by March 31, 2025, and HK$12.5 million remaining for developing and expanding the securities business - A rights issue was completed in December 2023, raising net proceeds of approximately HK$35 million[79][80] Use of Proceeds from Rights Issue | Purpose | Planned (HK$ Thousand) | Utilized as at March 31, 2024 (HK$ Thousand) | Utilized as at March 31, 2025 (HK$ Thousand) | Unutilized (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Development and expansion of securities business | 20,116 | (866) | (6,718) | 12,532 | | Working capital for engineering and leasing businesses | 10,234 | (10,234) | – | – | | General corporate and administrative expenses | 4,941 | (4,941) | – | – | | Total | 35,291 | (16,041) | (6,718) | 12,532 | - The remaining proceeds for the development and expansion of the securities business are expected to be utilized in 2026[81] Use of Proceeds from Placing of New Shares The Company completed a placing in April 2024, raising net proceeds of approximately HK$7.4 million, which were fully utilized as of March 31, 2025 - A placing was completed on April 23, 2024, issuing 37,627,200 ordinary shares at a subscription price of HK$0.201[82] - The net proceeds from the placing were approximately HK$7.4 million, which were fully utilized as of March 31, 2025[82] Other Information Corporate Governance Practices The Company has adopted the GEM Listing Rules' Corporate Governance Code and established audit, remuneration, nomination, and compliance committees, but deviations exist due to vacancies in the Chairman and Chief Executive Officer roles, leading to the company secretary reporting to executive directors - The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[83] - An audit committee, remuneration committee, nomination committee, and compliance committee have been established[83] - Deviations from code provisions C.2.1 (distinction between Chairman and Chief Executive Officer roles), C.2 (Chairman's responsibilities), and C.6.3 (company secretary's reporting line) exist due to vacancies in the Chief Executive Officer and Chairman positions[85] Directors' Securities Transactions The Company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance with the code during the reporting year, with no directors trading the Company's shares - The Company has adopted a code of conduct for directors' dealings in the Company's securities[84] - All Directors confirmed compliance with the code of conduct for the year ended March 31, 2025, and no Directors traded the Company's shares[84] Purchase, Redemption or Sale of Listed Securities During the reporting year, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - During the year, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[86] Share Option Schemes During the reporting year, the Company did not enter into any share option schemes - During the year, the Company did not enter into any share option schemes[87] Sufficiency of Public Float The Company maintained the public float required by the GEM Listing Rules throughout the year ended March 31, 2025 - The Company maintained the public float required by the GEM Listing Rules throughout the year ended March 31, 2025[88] Audit Committee The Audit Committee, established under the GEM Listing Rules, is responsible for reviewing and overseeing financial reporting, risk management, and internal controls, and has reviewed the Group's annual consolidated results, comprising three independent non-executive directors - The Audit Committee has been established in accordance with Rule 5.28 of the GEM Listing Rules, responsible for reviewing and overseeing financial reporting, risk management, and internal controls[89] - The Audit Committee has reviewed the Group's consolidated results for the year ended March 31, 2025[89] - The Committee comprises three independent non-executive directors: Ms. Tsang Hau Wai (Chairperson), Mr. Li Ka Chun, and Ms. Chan Wai Yan[89] Scope of Work of Highlink CPA Limited The Group's auditor, Highlink CPA Limited, has agreed that the figures in the preliminary results announcement are consistent with the consolidated financial statements, but their work does not constitute an assurance engagement - The auditor, Highlink CPA Limited, has agreed that the figures in the preliminary results announcement are consistent with the amounts in the consolidated financial statements[90] - Highlink's work in this regard does not constitute an assurance engagement[90] Changes in Directors' Information Since the last annual report, there have been changes in directors' information, including the appointments of Ms. Ma Man Chi and Ms. Chan Chau Ling as Executive Directors, and the resignation of Mr. Wang Jun as Executive Director - Ms. Ma Man Chi was appointed as an Executive Director, effective July 19, 2024[92] - Ms. Chan Chau Ling was appointed as an Executive Director, effective February 13, 2025[92] - Mr. Wang Jun resigned as an Executive Director, effective February 24, 2025[92] Publication of Annual Results and Annual Report This results announcement has been published on the HKEX and Company websites, and the annual report containing all information required by the GEM Listing Rules will be dispatched to shareholders and published 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.chinanewholdings.com.hk)[92](index=92&type=chunk) - The annual report containing all information required by the GEM Listing Rules will be dispatched to shareholders and published on the aforementioned websites in due course[92]