WANG ON GROUP(01222) - 2025 - 年度业绩

Annual Financial Summary Key Financial Indicators Hon An Group Limited announced key financial highlights for the fiscal year ended March 31, 2025, showing significant revenue growth of 38.2%, but increased loss attributable to owners of the parent by 22.3%, a 16.5% decrease in net assets, and expanded loss per share, though the gearing ratio improved | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 2,740 | 1,983 | +38.2% | | Gross Profit | 809 | 824 | -1.8% | | Loss Attributable to Owners of the Parent | (922) | (754) | +22.3% | | Loss Per Share (HK cents) | (6.51) | (5.52) | +17.9% | | Indicator | As of March 31, 2025 (million HKD) | As of March 31, 2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Net Assets | 6,780 | 8,119 | -16.5% | | Net Assets Per Share (HKD) | 0.48 | 0.53 | -9.4% | | Gearing Ratio | 58.7% | 62.9% | -4.2 percentage points | Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's total revenue significantly increased this year, but the annual loss and loss attributable to owners of the parent expanded due to higher cost of sales, selling and distribution expenses, net impairment losses on financial assets, and share of loss of joint ventures | Indicator | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Total Revenue | 2,740,186 | 1,983,234 | | Gross Profit | 808,760 | 823,641 | | Other Income and Gains, Net | 124,210 | 241,421 | | Selling and Distribution Expenses | (560,829) | (365,552) | | Administrative Expenses | (463,276) | (491,567) | | Net Impairment Losses on Financial Assets | (112,108) | (21,762) | | Finance Costs | (354,594) | (364,377) | | Net Write-down of Properties Under Development | — | (692,355) | | Write-down of Properties Held for Sale | (229,273) | (2,919) | | Share of Profit/Loss of Joint Ventures | (288,662) | 268,419 | | Loss Before Tax | (1,192,711) | (878,152) | | Loss for the Year | (1,190,135) | (916,466) | | Loss Attributable to Owners of the Parent | (922,431) | (753,847) | | Basic and Diluted Loss Per Share (HK cents) | (6.51) | (5.52) | - Total comprehensive loss for the year increased from 990,404 thousand HKD in FY2024 to 1,258,465 thousand HKD in FY2025[7] Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets and net assets both decreased, but net current assets increased and total current liabilities significantly reduced, reflecting an improved liquidity position | Indicator | As of March 31, 2025 (thousand HKD) | As of March 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Non-current Assets | 8,225,712 | 9,060,253 | | Total Current Assets | 5,503,300 | 8,522,392 | | Total Current Liabilities | 2,488,640 | 5,993,498 | | Net Current Assets | 3,014,660 | 2,528,894 | | Total Assets Less Current Liabilities | 11,240,372 | 11,589,147 | | Total Non-current Liabilities | 4,460,053 | 3,470,137 | | Net Assets | 6,780,319 | 8,119,010 | | Equity Attributable to Owners of the Parent | 4,332,547 | 5,266,304 | | Non-controlling Interests | 2,447,772 | 2,852,706 | | Total Equity | 6,780,319 | 8,119,010 | Notes to the Financial Information Basis of Preparation and Changes in Accounting Policies This financial information is prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, using the historical cost convention, with investment properties and certain financial assets/liabilities measured at fair value; newly adopted accounting standards had no material impact on the Group's financial position or performance this year - Financial information is presented in Hong Kong Dollars, with all values rounded to the nearest thousand[12] - The Group first adopted revised HKFRS 16 (Lease Liabilities in a Sale and Leaseback Transaction) and HKAS 7 and HKFRS 7 (Supplier Finance Arrangements), but these had no impact due to the absence of relevant transactions[13][14] Operating Segment Information The Group operates five reportable operating segments: property development, property investment, wet markets, pharmaceutical products, and treasury management, with management assessing segment performance based on adjusted profit/loss before tax and inter-segment sales conducted at market prices - The Group's five reportable operating segments are: property development, property investment, wet markets, pharmaceutical products, and treasury management[15][19] | Segment | FY2025 Segment Revenue and Income (thousand HKD) | FY2024 Segment Revenue and Income (thousand HKD) | FY2025 Segment Results (thousand HKD) | FY2024 Segment Results (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Property Development | 1,388,586 | 460,851 | (822,432) | (802,230) | | Property Investment | 12,113 | 23,375 | 72,264 | 232,967 | | Wet Markets | 653,433 | 708,690 | 202,280 | 176,895 | | Pharmaceutical Products | 749,274 | 784,528 | (34,832) | 52,448 | | Treasury Management | 40,845 | 98,518 | (174,660) | (73,844) | | Total | 2,836,254 | 2,056,898 | (757,380) | (413,764) | Revenue, Other Income and Gains, Net The Group's total revenue significantly increased due to a substantial rise in property sales, but other income and gains, net, decreased due to the absence of a reversal of long-term payables from the previous year | Revenue Source | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Sale of Properties | 1,352,492 | 432,944 | | Sale of Goods | 822,373 | 871,994 | | Pharmaceutical Management and Promotion Services | 14,449 | 12,526 | | Chinese Medicine Services | 12,361 | 14,773 | | Commission Income from Operating Agricultural Product Trading Markets | 80,005 | 83,688 | | Ancillary Services for Agricultural Product Trading Markets | 88,731 | 87,062 | | Asset Management Fees | 24,998 | 36,216 | | Interest Income from Treasury Business | 15,027 | 55,435 | | Sub-lease Income | 143,769 | 197,341 | | Gross Rental Income from Operating Leases of Investment Properties | 185,258 | 184,780 | | Dividend Income from Financial Assets | 723 | 7,122 | | Total Revenue | 2,740,186 | 1,983,234 | | Other Income and Gains, Net | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Total Other Income | 94,078 | 215,305 | | Total Gains | 30,132 | 26,116 | | Total Other Income and Gains, Net | 124,210 | 241,421 | - Government subsidies primarily originated from support for agricultural product trading markets by the PRC government and the SME Marketing Fund in Hong Kong[21] Loss Before Tax The Group's loss before tax expanded, primarily influenced by factors such as cost of properties sold, inventory costs, employee benefit expenses, net impairment losses on financial assets, and share of loss of joint ventures | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Cost of Services Provided | 196,578 | 207,320 | | Cost of Properties Sold | 1,196,656 | 334,682 | | Cost of Inventories Recognized as Expense | 418,094 | 455,106 | | Depreciation of Property, Plant and Equipment | 53,610 | 56,307 | | Depreciation of Right-of-use Assets | 78,697 | 80,836 | | Auditor's Remuneration | 11,480 | 12,940 | | Total Employee Benefit Expenses | 499,439 | 450,528 | | Total Net Impairment Losses on Financial Assets | 112,108 | 21,762 | - Net impairment losses on financial assets significantly increased, mainly due to higher impairment losses on loans and interest receivables[22][40] Finance Costs The Group's finance costs slightly decreased, primarily due to the repayment of bank and other borrowings, partially offset by a reduction in capitalized interest | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Interest on Bank and Other Borrowings | 403,821 | 453,788 | | Interest on Lease Liabilities | 42,205 | 49,000 | | Interest on Unsecured Notes | 679 | 8,847 | | Subtotal | 446,705 | 511,635 | | Less: Capitalized Interest | (92,111) | (147,258) | | Total | 354,594 | 364,377 | - The decrease in finance costs was mainly due to the repayment of bank and other borrowings[40] Income Tax The Group recorded an income tax credit this year, contrasting with an income tax expense in the prior year, primarily due to tax benefits from dividend withholding tax and the release of over-provision for prior years | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Current - Hong Kong Expense for the Year | 2,008 | 7,268 | | Current - Mainland China Expense for the Year | 15,231 | 47,575 | | Land Appreciation Tax | 9,508 | 13,456 | | Over-provision in Prior Years | (13,085) | (391) | | Deferred | (16,238) | (29,594) | | Total Tax Expense/(Credit) for the Year | (2,576) | 38,314 | - The income tax credit was mainly due to tax benefits from dividend withholding tax and the release of over-provision for prior years enjoyed this year[43] Dividends The Board does not recommend the payment of any dividends for the years ended March 31, 2025 and 2024, and no interim dividends were paid - The Board does not recommend the payment of a final dividend for the years ended March 31, 2025 and 2024[28][37] - No interim dividends were paid for the six months ended September 30, 2024, or September 30, 2023[37] Loss Per Share Attributable to Owners of the Parent Both basic and diluted loss per share increased, calculated based on the loss attributable to owners of the parent and the weighted average number of ordinary shares outstanding | Indicator | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Parent | (922,431) | (753,847) | | Number of Shares (thousand shares) | FY2025 | FY2024 | | :--- | :--- | :--- | | Weighted Average Number of Ordinary Shares Outstanding | 14,261,016 | 15,354,768 | | Less: Weighted Average Number of Treasury Shares | (94,405) | (1,709,509) | | Weighted Average Number of Ordinary Shares for Basic and Diluted Loss Per Share Calculation | 14,166,611 | 13,645,259 | - The basic and diluted loss per share amounts were not adjusted for dilution as the share options issued had no dilutive effect on the basic earnings per share amount[29] Trade Receivables The Group's net trade receivables decreased, with credit terms ranging from 7 to 120 days, no significant concentration of credit risk, and no collateral held; overdue balances are regularly reviewed by senior management | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Trade Receivables | 97,226 | 129,798 | | Impairment | (19,169) | (21,000) | | Net Book Value | 78,057 | 108,798 | | Ageing Analysis | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 Month | 60,452 | 63,325 | | 1 to 3 Months | 16,043 | 15,197 | | 3 to 6 Months | 852 | 15,391 | | Over 6 Months | 710 | 14,885 | | Total | 78,057 | 108,798 | - Trade receivables include amounts due from joint ventures of 5,942 thousand HKD (2024: 2,336 thousand HKD) and associates of 9,575 thousand HKD (2024: 5,341 thousand HKD)[32] Loans and Interest Receivables Total loans and interest receivables decreased, but impairment provisions significantly increased, reflecting the Group's more cautious assessment of credit risk amidst economic uncertainty | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Loans and Interest Receivables, Secured | 215,090 | 273,300 | | Loans and Interest Receivables, Unsecured | 61,962 | 79,013 | | Subtotal | 277,052 | 352,313 | | Less: Impairment Provision | (138,319) | (78,924) | | Portion Classified as Current Assets | 128,978 | 244,060 | - The effective interest rate for secured loans ranges from 5% to 22% per annum, with credit periods from 3 months to 5 years[35] - The effective interest rate for unsecured loans ranges from 1% to 33% per annum, with credit periods from 3 months to 113 months[35] Trade and Bills Payables Total trade and bills payables significantly decreased, and the Group has established financial risk management policies to ensure all payables are settled within credit terms | Ageing Analysis | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 Month | 63,326 | 143,578 | | 1 to 3 Months | 2,105 | 4,339 | | 3 to 6 Months | 412 | 1,578 | | Over 6 Months | 28,266 | 41,654 | | Total | 94,109 | 191,149 | - Trade and bills payables are interest-free, with an average credit period ranging from 30 to 360 days[34] Management Discussion and Analysis Financial Performance Review The Group's revenue grew by 38.2% this year due to increased residential project sales, but loss attributable to owners of the parent expanded by 22.3%, mainly impacted by property write-downs, joint venture losses, and higher selling expenses, with a decline in gross profit margin | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 2,740.2 | 1,983.2 | +38.2% | | Loss Attributable to Owners of the Parent | (922.4) | (753.8) | +22.3% | | Gross Profit | 808.8 | 823.6 | -1.8% | | Gross Profit Margin | 29.5% | 41.5% | -12.0 percentage points | | Other Income and Gains, Net | 124.2 | 241.4 | -48.5% | | Administrative Expenses | 463.3 | 491.6 | -5.8% | | Selling and Distribution Expenses | 560.8 | 365.6 | +53.4% | | Finance Costs | 354.6 | 364.4 | -2.7% | | Net Impairment Losses on Financial Assets | 112.1 | 21.8 | +414.2% | | Other Expenses | 49.3 | 174.8 | -71.8% | | Net Fair Value Loss on Financial Assets and Liabilities at FVTPL | (34.6) | 3.2 (Gain) | Turned to Loss | | Net Fair Value Loss on Investment Properties Owned | (34.0) | (104.0) | -67.3% | | Net Write-down of Properties Under Development | — | (692.4) | Turned to Nil | | Write-down of Properties Held for Sale | 229.3 | 2.9 | +7703.4% | | Share of Loss/Profit of Joint Ventures | (288.7) (Loss) | 268.4 (Profit) | Turned to Loss | | Income Tax Credit/Expense | 2.6 (Credit) | 38.3 (Expense) | Turned to Credit | - The increase in revenue was primarily due to higher sales and delivery of completed residential projects in the current fiscal year[38] - The increase in loss attributable to owners of the parent was mainly due to write-down of properties held for sale, increased share of loss of joint ventures, and higher selling and distribution expenses[38] Business Segment Review The Group's business segments showed mixed performance: property development revenue surged but remained at a loss; wet markets and agricultural trading markets saw revenue decline but profit grow; property investment rental income decreased; pharmaceutical business revenue slightly dropped but actively expanded e-commerce and product innovation; treasury management lending business revenue sharply fell; asset management and student accommodation performed steadily; and property management is expected to expand Property Development The property development segment saw significant revenue growth, primarily from residential project sales by Hon An Properties Group, but the segment still recorded a loss; the Group actively expanded its land bank and completed several property sales and leaseback transactions | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | | :--- | :--- | :--- | | Segment Revenue (Sales to External Customers) | 1,352.5 | 432.9 | | Segment Loss | 822.4 | 802.2 | - Hon An Properties Group contributed approximately 1,228.0 million HKD in revenue, while China Agricultural Products Group contributed approximately 124.5 million HKD[46] - Hon An Properties Group entered into a joint venture partnership with Chevalier International Holdings Limited to develop the Yau Tong Sze Shan Street project[47] - China Agricultural Products Group sold 100% equity interest in Huaian Hongjin Agricultural and Sideline Products Logistics Co., Ltd., generating a disposal gain of approximately 35.8 million HKD[48] - Hon An Properties Group's land bank has a total gross floor area of approximately 966,200 square feet, of which approximately 134,900 square feet has been pre-sold[50] Wet Markets and Agricultural Product Trading Markets The wet markets and agricultural product trading markets segment experienced a slight decrease in revenue but an increase in segment profit; the Group manages approximately 320 wet market stalls in Hong Kong and operates eleven agricultural product trading markets across five provinces in China, continuously optimizing the shopping environment and consolidating its market position | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | | :--- | :--- | :--- | | Segment Revenue (Sales to External Customers) | 599.6 | 667.1 | | Segment Profit | 202.3 | 176.9 | - China Agricultural Products Group contributed approximately 378.7 million HKD in revenue, Hong Kong wet market operations contributed approximately 143.8 million HKD, and Hong Kong fresh meat stalls and other retail operations contributed approximately 77.1 million HKD[52] - The Group manages approximately 320 wet market stalls under the "Man Yau" and "Daily • Fresh" brands in Hong Kong, with a total gross floor area exceeding 120,000 square feet[53] - The Group operates eleven agricultural product trading markets across five provinces in China through China Agricultural Products Group[56] - The disposal of equity interest in a China wet market management joint venture was completed for a total consideration of 150 million HKD[55] Property Investment The Group's total book value of investment properties owned decreased, and rental income declined; Hon An Properties Group's investment property portfolio maintains a high occupancy rate, while Watsons Group's retail properties are primarily for self-operation and franchising; the Group also sold some retail shops and holds second-hand residential properties for sale | Indicator | As of March 31, 2025 (million HKD) | As of March 31, 2024 (million HKD) | | :--- | :--- | :--- | | Total Book Value of Investment Properties Owned | 2,774.7 | 3,109.5 | | Rental Income (Sales to External Customers) | 5.9 | 7.9 | - Hon An Properties Group's investment properties have an overall occupancy rate of approximately 97%, including the recently launched "The Urbanite"[57] - Hon An Properties Group's joint venture sold shops in Tin Sang Building for a total consideration of approximately 168.5 million HKD, recognizing a loss of approximately 99.8 million HKD[58] - Watsons Group sold a retail shop in Shui Wo Street, Kowloon, Hong Kong, for a consideration of 33 million HKD[59] Pharmaceutical and Health Food Products Business Watsons Group's pharmaceutical and health food products segment saw a slight decrease in revenue, but the Group actively expanded its retail business, developed cross-border e-commerce using platforms like Douyin, and launched several new products; its "Pat Chun" brand maintained a leading position in the Hong Kong cough syrup market and expanded its distribution network in Mainland China | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | | :--- | :--- | :--- | | Segment Revenue (Sales to External Customers) | 741.4 | 777.2 | - Watsons Group strategically expanded its retail business by opening new stores in popular tourist areas and optimizing operating hours[61] - Cross-border e-commerce development using platforms like Douyin achieved significant sales growth and enhanced brand awareness in the Mainland China market[62] - Successfully launched three new products: Bai Cao Ling Zhi Huang, Qu Shi Qing, and Xue Ji Wan[63] - The "Pat Chun" brand maintained its number one position in the Hong Kong cough syrup market for the 15th consecutive year, and expanded distribution to over 10,000 stores in Mainland China[64] Treasury Management The Group's liquid investments and cash balances decreased, and lending business revenue sharply declined by nearly 50%, primarily due to a shrinking loan portfolio; the Group adopted a more cautious approach in evaluating loan applications, leading to a significant increase in impairment losses on loans receivable | Indicator | As of March 31, 2025 (million HKD) | As of March 31, 2024 (million HKD) | | :--- | :--- | :--- | | Total Liquid Investments and Cash and Bank Balances | 1,014.2 | 1,614.8 | | Lending Business Revenue | 14.4 | 28.6 | - Lending business revenue decreased by approximately 49.7%, mainly due to a reduction in the loan portfolio[68] - Active loan accounts decreased from 37 to 16, and total loan balances decreased from approximately 237.1 million HKD to approximately 116.0 million HKD[68] - Expected credit losses recognized on loans receivable significantly increased to approximately 78.8 million HKD (2024: approximately 4.8 million HKD)[70] - Secured loans accounted for approximately 72.3%, with a weighted average interest rate of approximately 12.3%[68][69] Asset Management Hon An Properties Group provides asset management services for joint ventures in residential development and commercial investment, earning asset management fees, acquisition fees, development fees, leasing fees, and incentive fees - Hon An Properties Group provides asset management services by establishing joint ventures with strategic partners[72] - Revenue sources include asset management fees, acquisition fees, development fees, leasing fees, and incentive fees[72] Student Accommodation Hon An Properties Group formed a joint venture with AG to renovate a hotel property into "The Urbanite" student accommodation, which is now fully operational with an occupancy rate exceeding 97%, serving students from over 20 institutions in Hong Kong - "The Urbanite" student accommodation project was renovated and redeveloped in Q3 2024[73] - The property offers 720 rooms with 1,424 beds, achieving an occupancy rate of over 97%[73] Property Management Hon An Properties Group's property management business, launched in 2017, currently manages eight projects and is expected to expand with increasing residential project deliveries, while continuously investing in professional teams and advanced technology - Hon An Properties Group's property management business currently manages eight projects[74] - The management fee pricing model is based on a certain percentage of the total annual expenses for each building[74] - The property management business is expected to expand with increasing residential project deliveries[74] Liquidity and Financial Resources The Group's equity attributable to owners of the parent and total equity both decreased, along with total assets and cash resources; however, total borrowings reduced, improving the net debt to equity ratio, as the Group continues to strengthen financial risk control and maintain a prudent financial management approach | Indicator | As of March 31, 2025 (million HKD) | As of March 31, 2024 (million HKD) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Parent | 4,332.5 | 5,266.3 | | Total Equity | 6,780.3 | 8,119.0 | | Total Assets | 13,729.0 | 17,582.6 | | Total Cash and Bank Balances | 738.0 | 1,242.9 | | Total Market Value of Liquid Investment Portfolio | 276.2 | 371.9 | | Total Debt | 4,716.3 | 6,346.9 | | Net Debt to Equity Ratio | 58.7% | 62.9% | - Capital commitments amounted to approximately 1,400.0 million HKD (2024: 1,798.1 million HKD), primarily attributable to the property development business[78] - Pledged property, plant and equipment, investment properties, properties under development, properties held for sale, loans receivable, and pledged deposits serve as collateral for bank facilities[77] | Interest-bearing Debt Portfolio | As of March 31, 2025 (thousand HKD) | As of March 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Fixed-rate Interest-bearing Debt | 1,783,300 | 762,100 | | Floating-rate Interest-bearing Debt | 2,933,000 | 5,584,800 | | Total | 4,716,300 | 6,346,900 | Material Investments, Acquisitions and Disposals The Group holds financial assets and liabilities measured at fair value through other comprehensive income and fair value through profit or loss, primarily comprising equity securities, debt investments, and funds; the Group adopts a prudent investment strategy and acquired office property lease and right-of-use assets during the year | Investment Type | As of March 31, 2025 Fair Value (thousand HKD) | As of March 31, 2024 Fair Value (thousand HKD) | | :--- | :--- | :--- | | Financial Assets at Fair Value Through Other Comprehensive Income | 73,705 | 119,638 | | Financial Assets and Liabilities at Fair Value Through Profit or Loss | 202,532 | 252,295 | | Total | 276,237 | 371,933 | - Financial assets at fair value through other comprehensive income include listed equity securities and listed/unlisted debt investments, which the Group intends to hold long-term for stable income generation[84] - Financial assets and liabilities at fair value through profit or loss include investments in unlisted funds and derivative financial instruments[85] - Acquisition of right-of-use assets for office properties amounted to approximately 50 million HKD[87] Events After the Reporting Period Several significant events occurred after the balance sheet date, including Watsons Group's disposal of retail shops, China Agricultural Products Group's signing of sale and leaseback agreements and equity reduction, and Hon An Properties' disposal of "The Urbanite" equity and signing of a future joint venture framework agreement with AG - Watsons Group's subsidiary sold a retail shop in Kweilin Street, Kowloon, Hong Kong, for a consideration of 19.5 million HKD (April 2025)[88] - China Agricultural Products Group's subsidiary signed two sale and leaseback agreements for construction projects in Luoyang City and Puyang City, with sale prices of RMB 51 million and RMB 20.4 million, respectively (May 2025)[88] - China Agricultural Products Group's subsidiary reduced its equity interest in a non-wholly owned subsidiary to zero for a total consideration of approximately RMB 24.7 million (May 2025)[88] - Hon An Properties sold its respective 20% equity interests in "The Urbanite" to a limited partnership indirectly managed by AG for a total consideration of approximately 87.2 million HKD, and signed a framework agreement to establish a new joint venture (June 2025)[88] Foreign Exchange The Group faces significant foreign exchange risk from the Renminbi, primarily due to currency translation risk from its China operations, resulting in translation losses; currently, the Group has no foreign exchange hedging policy - The Group faces significant foreign exchange risk from the Renminbi, mainly due to currency translation risk arising from the net assets of its PRC subsidiaries[90] | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | | :--- | :--- | :--- | | Translation Loss | 74.0 | 77.6 | - The Group currently has no foreign exchange hedging policy[90] Employees and Remuneration Policy As of March 31, 2025, the Group had 1,900 employees, with remuneration policies based on industry practice, individual performance, and experience, offering MPF, medical, retirement benefits, and specialized training programs | Indicator | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Total Number of Employees | 1,900 | 2,111 | - Approximately 47% of employees are located in Hong Kong and Macau, with the remainder in Mainland China[91] - Remuneration policies are determined based on industry practice, individual performance, and experience, offering bonuses, share options, medical, retirement benefits, and specialized training programs[91] Principal Risks and Uncertainties The Group faces multiple principal risks, including Hong Kong property market volatility, land bank acquisition, rising construction costs, property development cycles, reliance on third-party contractors, fair value fluctuations of financial assets, credit risk of borrowings, competition in wet market business, policy and supply chain risks in pharmaceutical business, internet risks, RMB exchange rate fluctuations, and industry policy risks in agricultural product trading markets; the Group has implemented internal controls and risk management policies to address these challenges - Hong Kong's economic conditions may directly impact the property market[92] - Risks include land bank acquisition, rising construction costs, and the cyclical nature of the property development business[92] - Fluctuations in fair value gains or losses on financial assets and investment properties[92] - Credit risk and recoverability of loans provided[92] - Wet market management contracts may be lost due to intense market competition[92] - Industry policy risks in the pharmaceutical business and supply chain disruptions due to material shortages or inflation[92] - RMB exchange rate fluctuations against HKD may affect profit repatriation and investments[92] - The Group has implemented a series of internal controls and risk management policies, and established various committees to address potential risks[93] Prospects Hong Kong's economy faces challenges from global volatility and geopolitical tensions, with moderate GDP growth projected; the Group's business segments will adopt responsive strategies: Hon An Properties focusing on sales and debt refinancing; wet markets optimizing operations to counter competition; Watsons leveraging AI and e-commerce to expand in the Greater Bay Area and Southeast Asia; and China Agricultural Products Group expanding its network with a "light asset" strategy; the Group remains confident in achieving sustainable growth - Hong Kong's GDP grew by 2.5% in 2024, with a projected growth of 2.3% in 2025[95] - Hon An Properties Group will accelerate sales of residential and commercial projects, implement prudent risk management, and mitigate interest burdens through debt refinancing[96] - The wet market business will address competition from online shopping and shifting consumer spending by optimizing operations and achieving economies of scale through effective communication and cooperation with landlords[97] - Watsons will expand its telemedicine consultation platform, implement AI-driven CRM systems, and heavily invest in e-commerce and live-streaming commerce in the Greater Bay Area and Southeast Asia[98][99] - China Agricultural Products Group plans to leverage its industry-leading position to expand its China business with a "light asset" strategy and explore e-platform development to seize opportunities from rural development policies[99][100][101] - The Group is confident in achieving sustainable growth and creating long-term value for stakeholders, supported by its strategic investments and diversified business portfolio[102] Corporate Governance and Other Information Environmental, Social and Governance The Group is committed to environmental protection, participating in BEAM Plus schemes, upgrading industrial facilities for eco-friendliness, and integrating sustainability into corporate policies; concurrently, the Group actively fulfills social responsibilities by donating to NGOs and NPOs, and values strong relationships with customers and suppliers - The Group promotes environmental protection in the workplace, encouraging paper recycling and an energy-saving culture[103] - Hon An Properties Group participates in BEAM Plus schemes, Watsons Group upgrades industrial facilities to be more environmentally friendly, and China Agricultural Products Group integrates sustainability into corporate policies[103] - The Group fulfills its corporate social responsibility by donating to various non-governmental and non-profit organizations[104] - The Group values strong relationships with suppliers and customers, selecting quality partners and maintaining good communication[105] Compliance with Corporate Governance Code The Company substantially complied with all applicable code provisions of the Corporate Governance Code during the fiscal year, with the exception of the Chairman and Chief Executive roles being combined, which constitutes a deviation that the Board will continuously review - The Company has complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules for the fiscal year ended March 31, 2025[106] - Deviation: Mr. Tang Ching Ho, the Chairman of the Board, also holds the position of Managing Director, which deviates from code provision C.2.1 requiring the roles of chairman and chief executive to be separate[106] Directors' Securities Transactions The Company has adopted a strict code of conduct for directors' securities transactions, and all directors confirmed compliance with the Model Code throughout the year, with no instances of non-compliance found - The Company has adopted a code of conduct no less exacting than the Model Code set out in Appendix C3 of the Listing Rules[108] - All Directors have confirmed their compliance with the Model Code throughout the year, and no instances of non-compliance by any Director were noted[108] Purchase, Sale or Redemption of the Company's Listed Securities During the year, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, except for Watsons Group's disposal of some shares and the Company's cancellation of shares received as a special dividend - Save for the disposal of 1,083,552 shares of the Company by Watsons Group on April 29, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[110] - The Company cancelled 1,187,123,105 shares of the Company on April 29, 2024, which were received as a special dividend from Watsons Group, partially paid in shares of the Company[110] - As of March 31, 2025, the Company held no treasury shares[110] Audit Committee The Audit Committee, comprising three independent non-executive directors, held two meetings during the year to review the Group's accounting principles, financial reporting, audit plan, compliance, internal controls, and risk management matters - The Audit Committee comprises three independent non-executive directors, with Mr. Siu Kam Chau as Chairman[111] - Two regular meetings were held during the year to review the Group's accounting principles and practices, financial reporting matters, audit plan, regulatory compliance, internal controls, and risk management[112] Auditor's Scope of Work Ernst & Young agreed that the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes disclosed in this announcement are consistent with the amounts in the Group's draft consolidated financial statements for the year, but their work does not constitute an assurance engagement and they express no opinion or conclusion on this announcement - Ernst & Young agreed that the consolidated financial information disclosed in this announcement is consistent with the amounts in the Group's draft consolidated financial statements for the year[113] - Ernst & Young's work does not constitute an assurance engagement, and therefore they express no opinion or conclusion on this announcement[113] Annual General Meeting and Closure of Register of Members The Company will hold its Annual General Meeting on August 19, 2025, and the register of members will be closed from August 14 to August 19, 2025, to determine eligibility for attending and voting - The Company will hold its Annual General Meeting on Tuesday, August 19, 2025, at 12:15 p.m.[114] - The register of members will be closed from Thursday, August 14, 2025, to Tuesday, August 19, 2025, to determine eligibility for attending and voting at the Annual General Meeting[115] - All share transfer documents, accompanied by the relevant share certificates, must be lodged with Tricor Investor Services Limited for registration no later than 4:30 p.m. on Wednesday, August 13, 2025[115]