高雅光学(00907) - 2025 - 年度业绩

Consolidated Financial Statements This section presents the company's financial performance, position, and cash flows for the year ended March 31, 2025 Consolidated Statement of Profit or Loss For the year ended March 31, 2025, the Group's revenue from continuing operations significantly decreased by 39.7% to 14,457 thousand HKD, with gross profit sharply reduced to 1,034 thousand HKD, resulting in a loss of 20,205 thousand HKD, a narrower loss compared to 59,359 thousand HKD last year Consolidated Statement of Profit or Loss Key Financial Data | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 14,457 | 23,989 | -39.7% | | Cost of sales and services | (13,423) | (19,115) | -29.8% | | Gross profit | 1,034 | 4,874 | -78.8% | | Other income and gains | 1,854 | 13,338 | -86.1% | | Selling and distribution expenses | (228) | (128) | +78.1% | | Administrative expenses | (18,565) | (23,724) | -21.7% | | Other operating expenses | (5,733) | (46,395) | -87.6% | | Finance costs | (2,863) | (599) | +377.9% | | Share of loss of associates | (10,954) | (6,530) | +67.7% | | Loss before tax | (35,532) | (59,359) | -40.1% | | Income tax credit | 15,327 | – | N/A | | Loss for the year | (20,205) | (59,359) | -65.9% | | Basic loss per share (HK cents) | (2.31) | (6.80) | -66.0% | Consolidated Statement of Comprehensive Income Total comprehensive expenses for the year significantly decreased to 20,968 thousand HKD from 68,499 thousand HKD last year, primarily due to a narrower loss for the year, despite increased other comprehensive expenses from foreign operations translation differences Consolidated Statement of Comprehensive Income Key Data | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Loss for the year | (20,205) | (59,359) | | Exchange differences on translation of foreign operations | (360) | 403 | | Reclassification of cumulative exchange fluctuation reserve upon disposal of foreign operations | – | (9,173) | | Share of exchange differences on translation of a joint venture | (8) | (11) | | Share of exchange differences on translation of associates | (395) | (359) | | Other comprehensive expenses for the year | (763) | (9,140) | | Total comprehensive expenses for the year | (20,968) | (68,499) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets decreased to 76,166 thousand HKD from 91,820 thousand HKD, with net current liabilities expanding to 39,850 thousand HKD, leading to a net liabilities position of 3,065 thousand HKD, indicating a deteriorating financial condition Consolidated Statement of Financial Position Key Data | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 4,721 | 4,987 | | Investment properties | 27,526 | 32,121 | | Investments in associates | 5,651 | 17,000 | | Current assets | | | | Inventories | – | 209 | | Film rights | 25,400 | 4,162 | | Trade receivables | 747 | 4,082 | | Prepayments, deposits and other receivables | 3,386 | 13,105 | | Cash and cash equivalents | 8,735 | 7,054 | | Current liabilities | | | | Trade payables | 6,526 | 7,680 | | Other payables, accruals and deposits received | 25,874 | 34,278 | | Interest-bearing borrowings | 44,714 | 13,147 | | Contract liabilities | 1,004 | 1,442 | | Income tax payable | – | 15,327 | | Net current liabilities | (39,850) | (35,072) | | Net (liabilities) / assets | (3,065) | 17,903 | | Share capital | 8,728 | 8,728 | | Reserves | (11,793) | 9,175 | | Total (deficiency in capital) / equity | (3,065) | 17,903 | Notes to the Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies, segment information, and specific financial line items 1. General Information The Company is an investment holding company incorporated in Bermuda, with subsidiaries engaged in diverse businesses including eyewear trading, property investment, debt and securities investment, film investment and distribution, and energy operations - The Company is an investment holding company, with diversified subsidiary businesses covering eyewear, property, financial investment, film, and energy sectors[6] 2. Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are prepared in accordance with HKFRSs, with the Board deeming the going concern basis appropriate despite a net loss of 20,205 thousand HKD and net current liabilities of 39,850 thousand HKD, supported by measures to optimize sales, control costs, and seek alternative financing - The Group recorded a loss of 20,205 thousand HKD in FY2025, with net current liabilities exceeding current assets by 39,850 thousand HKD, indicating going concern uncertainty[9] - Management has implemented several measures to address going concern challenges, including optimizing sales networks, implementing cost controls, and seeking alternative financing and bank borrowings[9][10] 3. Application of Amendments to HKFRSs Several HKFRS amendments were first applied this year with no significant impact on the Group's financial position or performance, while HKFRS 18, effective in 2027, is expected to affect the presentation and disclosure of the statement of profit or loss, with its detailed impact currently under assessment - The application of HKFRS amendments this year had no significant impact on the Group's financial position or performance[11] - HKFRS 18, "Presentation and Disclosure in Financial Statements," effective on or after January 1, 2027, is expected to impact the presentation and disclosure of the statement of profit or loss in future financial statements, with the Group currently assessing its detailed impact[12][14] 4. Segment Information The Group operates five segments: trading, property investment, debt and securities investment, film investment and distribution, and energy business, with total revenue of 14,457 thousand HKD and total segment loss of 18,775 thousand HKD in FY2025, where trading and film segments are key revenue sources but both incurred losses, and China (including Hong Kong) remains the largest geographical revenue contributor despite an overall decline - The Group's five operating segments include: trading of eyewear frames and sunglasses, property investment, debt and securities investment, film investment and distribution, and energy business[16] FY2025 Segment Revenue and Loss | Segment | Revenue (thousand HKD) | Loss (thousand HKD) | | :--- | :--- | :--- | | Trading | 9,002 | (9,834) | | Property investment | 944 | (5,088) | | Debt and securities investment | – | (518) | | Film investment and distribution | 4,511 | (3,293) | | Energy business | – | (42) | | Total | 14,457 | (18,775) | FY2025 Geographical Revenue | Region | Revenue (thousand HKD) | | :--- | :--- | | Europe | 1,828 | | Americas | 4,877 | | China (including Hong Kong) | 5,578 | | Others | 2,174 | | Total Revenue | 14,457 | - In FY2025, Customers C, D, E, and F were the Group's major customers, with Customer C contributing 2,866 thousand HKD and Customer E contributing 3,600 thousand HKD[23] 5. Revenue and Other Income The Group's total revenue for FY2025 was 14,457 thousand HKD, primarily from goods sales and film distribution services, while other income and gains significantly decreased to 1,854 thousand HKD due to the absence of a subsidiary disposal gain from the prior year Revenue and Other Income Composition | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Sales of goods | 9,002 | 12,907 | | Film distribution service income | 4,038 | 3,260 | | Net investment income from jointly invested film rights | 473 | 6,424 | | Rental income from investment properties | 944 | 1,398 | | Total recognized revenue | 14,457 | 23,989 | | Accounting service fees | 1,110 | 1,740 | | Bank interest income | 20 | 15 | | Gain on disposal of a subsidiary | – | 10,144 | | Reversal of impairment loss on investment in a joint venture and loan to a joint venture | 100 | 364 | | Others | 624 | 222 | | Total other income and gains | 1,854 | 13,338 | 6. Other Operating Expenses Other operating expenses significantly decreased to 5,733 thousand HKD in the current year, primarily driven by a substantial reduction in impairment losses on prepayments, deposits, and other receivables, and a narrower loss from fair value changes of investment properties Other Operating Expenses Details | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Impairment loss on prepayments, deposits and other receivables | 583 | 30,033 | | Impairment loss on investments in associates | – | 5,111 | | Impairment loss on trade receivables | 149 | 165 | | Loss from fair value changes of investment properties | 4,601 | 9,590 | | Loss from fair value changes of financial assets at fair value through profit or loss – convertible bond investments | – | 1,496 | | Others | 400 | – | | Total | 5,733 | 46,395 | 7. Finance Costs Finance costs for the year substantially increased by 377.9% to 2,863 thousand HKD, primarily attributable to interest on borrowings Finance Costs | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest on borrowings | 2,863 | 599 | 8. Loss Before Tax The Group's loss before tax was 35,532 thousand HKD, primarily influenced by cost of inventories sold, depreciation, auditor's remuneration, short-term lease expenses, and employee benefit expenses, with cost of inventories sold and employee benefits being major components Loss Before Tax Components | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Cost of inventories sold | 7,914 | 12,575 | | Depreciation of property, plant and equipment | 211 | 389 | | Auditor's remuneration | 650 | 1,126 | | Short-term lease expenses | 600 | 1,617 | | Total employee benefit expenses | 13,014 | 13,110 | 9. Income Tax Credit An income tax credit of 15,327 thousand HKD was recognized this year, mainly from the reversal of over-provision in prior years, with no Hong Kong profits tax provision made due to the absence of taxable profits in both presented years Income Tax Credit | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong profits tax: Over-provision in prior years | 15,327 | – | - The Group did not generate any taxable profits subject to Hong Kong profits tax in either of the two presented years, thus no Hong Kong profits tax provision was made[26] 10. Dividends The Board did not recommend the payment of any dividends for the year ended March 31, 2025, consistent with the prior year - The Board did not recommend the payment of any dividends for FY2025[27] 11. Loss Per Share Basic loss per share attributable to owners of the Company significantly narrowed to 2.31 HK cents from 6.80 HK cents last year, with no diluted loss per share presented due to out-of-the-money share options and absence of other potential ordinary shares Loss Per Share Data | Indicator | 2025 (thousand HKD/thousand shares) | 2024 (thousand HKD/thousand shares) | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company | (20,205) | (59,359) | | Weighted average number of ordinary shares in issue | 872,864 | 872,864 | | Basic loss per share (HK cents) | (2.31) | (6.80) | - Diluted loss per share is not presented as the exercise price of share options was higher than the average market price of the Company's shares, and there were no other potential ordinary shares[28] 12. Trade Receivables As of March 31, 2025, gross trade receivables totaled 2,568 thousand HKD, with a net amount of 747 thousand HKD after impairment losses, a significant reduction from 4,082 thousand HKD last year, and the Group maintains strict control over outstanding receivables with credit terms typically ranging from 45 to 120 days Trade Receivables and Impairment Losses | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Gross trade receivables | 2,568 | 5,754 | | Less: Recognized impairment losses | (1,821) | (1,672) | | Net amount | 747 | 4,082 | Ageing Analysis of Trade Receivables (Net of Impairment Losses) | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 90 days | 747 | 3,128 | | 91 to 180 days | – | 86 | | 181 to 360 days | – | 868 | | Total | 747 | 4,082 | 13. Trade Payables As of March 31, 2025, total trade payables decreased to 6,526 thousand HKD from 7,680 thousand HKD last year, which are interest-free and generally settled within 90 days Ageing Analysis of Trade Payables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 90 days | 2,931 | 3,096 | | 91 to 180 days | 918 | 2,932 | | 181 to 360 days | 2,445 | 1,522 | | Over 360 days | 232 | 130 | | Total | 6,526 | 7,680 | 14. Share Capital There was no change in the Company's issued share capital for the year ended March 31, 2025, with both authorized and issued and fully paid share capital remaining constant Share Capital Structure | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Authorized share capital (10,000,000,000 shares of HKD0.01 each) | 100,000 | 100,000 | | Issued and fully paid share capital (872,863,684 shares of HKD0.01 each) | 8,728 | 8,728 | - The Company's issued share capital remained unchanged in FY2025[31] Summary of Independent Auditor's Report This section summarizes the independent auditor's findings, including the qualified opinion and the basis for such qualification, as well as a key emphasis on going concern uncertainty Qualified Opinion The auditor issued a qualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, stating that, except for the possible effects of the matters described in the Basis for Qualified Opinion, the financial statements present a true and fair view of the financial position, performance, and cash flows, and comply with disclosure requirements - The auditor issued a qualified opinion on the Group's consolidated financial statements[32] Basis for Qualified Opinion The qualified opinion is primarily based on insufficient audit evidence regarding the recoverability of a 27,800 thousand HKD deposit for a 50% equity acquisition in H. Sterling LNG and 15,664 thousand HKD in other receivables related to convertible bond investments as of March 31, 2024, impacting the comparability of prior year figures despite impairment assessment evidence obtained in 2025 - The auditor could not obtain sufficient audit evidence to assess the recoverability of a 27,800 thousand HKD deposit paid for a 50% equity acquisition in H. Sterling LNG as of March 31, 2024[33] - The auditor could not obtain sufficient audit evidence to assess the full recoverability of 15,664 thousand HKD in receivables related to convertible bond investments as of March 31, 2024[34] - The auditor's opinion on the current year's financial statements is modified due to the impact of the aforementioned matters on the comparability of the 2024 comparative figures[35] Going Concern Uncertainty The auditor highlights a significant going concern uncertainty due to the Group's net loss of 20,205 thousand HKD and net current liabilities of 39,850 thousand HKD in FY2025, which may cast substantial doubt on its ability to continue as a going concern, though the auditor's opinion is not modified in respect of this matter - The Group's net loss of 20,205 thousand HKD and net current liabilities exceeding current assets by 39,850 thousand HKD in FY2025 indicate a significant going concern uncertainty[36] - The directors believe the Group will be able to continue as a going concern, but the consolidated financial statements do not include any adjustments that would be necessary if the Group were unable to continue as a going concern[36] Management Discussion and Analysis This section provides management's perspective on the Group's financial performance, operational review, future outlook, and key financial resources, including responses to auditor's findings and going concern issues Management, Board and Audit Committee's View on Auditor's Opinion Management has initiated legal proceedings to recover the equity investment deposit and convertible bond receivables, with management, the Board, and the Audit Committee agreeing to fully impair these amounts due to recoverability uncertainties - Management has initiated legal proceedings to recover the equity investment deposit and convertible bond receivables[37] - Management, the Board, and the Audit Committee agreed to make a full impairment for the deposit and convertible bond due to uncertainties in recoverability[37] Business Review The Group's revenue from continuing operations decreased by 39.6% to 14.5 million HKD in FY2025, but the loss narrowed to 20.2 million HKD, primarily due to reduced impairment losses on prepayments and investment properties, despite revenue declines in both eyewear trading and film investment and distribution segments - The Group's revenue from continuing operations decreased by 39.6% to 14.5 million HKD, but the loss narrowed to 20.2 million HKD[38] - The reduction in loss was primarily due to a decrease in impairment losses on prepayments, deposits, and other receivables from 30 million HKD to 600 thousand HKD, and a narrower loss from fair value changes of investment properties[38] - Revenue from eyewear frames and sunglasses trading decreased from 12.9 million HKD to 9 million HKD, with segment loss expanding to 9.8 million HKD[38] - Revenue from film investment and distribution decreased from 9.7 million HKD to 4.5 million HKD, but segment loss narrowed to 3.3 million HKD due to reduced impairment losses on investments in associates[39] Outlook The Group is shifting to a sourcing and procurement services provider model, facing challenges in the eyewear business from macroeconomic deterioration, inflation, and competition from low-cost Southeast Asian manufacturing centers, while in film investment, the Group plans to strengthen cooperation with Emperor Motion Pictures and explore new opportunities amidst a gradual but uneven recovery in the Hong Kong film industry - The Group's strategy is shifting towards a sourcing and procurement services provider model, but macroeconomic deterioration, inflation, and competition from low-cost Southeast Asian manufacturing centers pose challenges to the profitability of the eyewear business[42] - Management has initiated a long-term strategy of supply chain diversification, exploring cooperation with cost-competitive suppliers in Southeast Asia, though short-term performance may be affected[43] - The Hong Kong film industry continues a gradual but uneven recovery, and the Group's strategic cooperation with Emperor Motion Pictures aims to balance risks and returns[44] - The Company is actively exploring more cooperation opportunities with major Hong Kong production companies and strengthening its partnership with Emperor Motion Pictures to capture the long-term potential of the industry[44] Capital Commitments As of March 31, 2025, the Group had no significant capital commitments, consistent with the prior year - The Group had no significant capital commitments as of March 31, 2025[45] Contingent Liabilities As of March 31, 2025, the Group had no significant contingent liabilities, consistent with the prior year - The Group had no significant contingent liabilities as of March 31, 2025[46] Liquidity, Financial Resources and Going Concern As of March 31, 2025, the Group's cash and cash equivalents were approximately 8.7 million HKD, total borrowings increased to 44.7 million HKD, and the gearing ratio rose to 58.7%, with net current liabilities exceeding current assets by 39.9 million HKD, indicating significant liquidity pressure, though the Group has implemented measures and secured external financial support to improve its financial position Liquidity and Financial Resources | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Cash and cash equivalents | 8,700 | 7,100 | | Total borrowings | 44,700 | 13,100 | | Gearing ratio | 58.7% | 14.3% | | Net current liabilities exceeding current assets | 39,900 | 35,100 | - The Group has implemented a series of plans and measures and secured external financial support to alleviate liquidity pressure and improve its financial position[47] Employees and Remuneration Policy As of March 31, 2025, the Group employed 25 full-time employees in Mainland China and Hong Kong, a decrease of one from the prior year, with remuneration policies determined by market conditions, employee performance, qualifications, and experience - As of March 31, 2025, the Group employed 25 full-time employees, a decrease of one from the prior year[48] - Salaries, bonuses, and benefits are determined based on market conditions, employee performance, qualifications, and experience[48] Dividends (Management Discussion) The Board did not recommend the payment of any dividends for the current year, consistent with the disclosure in the notes to the financial statements - The Board did not recommend the payment of any dividends for the current year[49] Corporate Governance This section outlines the Company's commitment to maintaining high standards of corporate governance, adherence to the Corporate Governance Code, and compliance with Listing Rules, including the review of annual consolidated financial statements Corporate Governance Code The Company is committed to maintaining high corporate governance standards and has adopted the Corporate Governance Code, with general compliance throughout the year except for the outsourced internal audit function - The Company has outsourced its internal audit function, which involves analyzing and independently evaluating the risk management and internal control systems of the film investment segment, to an independent professional firm[51] Listing Rules 3.10(1), 3.21 & 3.05 Following Ms. Lai Pik Chi's resignation as an independent non-executive director, the Company failed to meet Listing Rules requirements for a minimum of three independent non-executive directors on the Board and at least three non-executive directors on the Audit Committee - Following Ms. Lai Pik Chi's resignation as an independent non-executive director, the Company failed to comply with Listing Rule 3.10(1) (at least three independent non-executive directors) and Rule 3.21 (at least three non-executive directors on the Audit Committee)[52] Standard Code for Securities Transactions by Directors The Company has adopted a standard code for directors' securities transactions no less exacting than that set out in Appendix C3 of the Listing Rules, and all directors have confirmed compliance throughout the year - The Company's directors have confirmed compliance with the Standard Code for Securities Transactions by Directors throughout the year[53] Review of Annual Consolidated Financial Statements The Audit Committee, in conjunction with the auditor, has reviewed the Group's audited consolidated financial statements for the year and is satisfied that they are prepared in accordance with applicable accounting standards and present a fair view of the financial position and performance - The Audit Committee has reviewed the audited consolidated financial statements for the year and is satisfied that they are prepared in accordance with applicable accounting standards and present a fair view[54] Other Information This section provides additional disclosures regarding the scope of work of the auditor, share transactions, publication of the annual report, and the current composition of the Board of Directors Scope of Work of BDO Limited The financial data in this preliminary announcement has been agreed upon by the Group's auditor, BDO Limited, but their work does not constitute an assurance service, and therefore BDO provides no assurance on the preliminary announcement - The auditor, BDO, has agreed to the financial data contained in the preliminary announcement, but their work does not constitute an assurance service, and therefore BDO provides no assurance on the announcement[55] Purchase, Sale or Redemption of Listed Shares Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the year - Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the year[56] Publication of Annual Report The Company's 2024-2025 annual report and notice of annual general meeting will be dispatched to shareholders and published on the HKEX and Company websites in due course - The Company's 2024-2025 annual report and notice of annual general meeting will be published in due course[57] Board of Directors As of the announcement date, the Board of Directors comprises Ms. Zhu Guohua and Mr. Gu Jianguo as executive directors; Mr. Lam Wing Yiu and Mr. Li Qiang as non-executive directors; and Mr. Chan Chi Wai and Mr. Lo Ka Ming as independent non-executive directors - As of the announcement date, the Board of Directors includes two executive directors, two non-executive directors, and two independent non-executive directors[58]