伟俊集团控股(01013) - 2025 - 年度业绩

Financial Statements The company reported slight revenue decline, improved gross profit, and significantly reduced its loss, despite persistent negative net current liabilities Consolidated Statement of Profit or Loss For FY2025, revenue slightly decreased, gross profit increased, and loss for the year and per share significantly reduced | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 266,338 | 273,889 | -2.76% | | Cost of sales | (264,185) | (272,336) | -3.00% | | Gross profit | 2,153 | 1,553 | +38.63% | | Other income/(losses) – net | 23,411 | 2,032 | +1052.61% | | Administrative expenses | (9,111) | (15,785) | -42.28% | | Finance costs | (28,183) | (26,408) | +6.72% | | Loss before tax | (10,299) | (36,472) | -71.76% | | Loss for the year | (10,299) | (36,474) | -71.76% | | Loss attributable to owners of the Company | (10,326) | (36,531) | -71.74% | | Basic and diluted loss per share (HK cents) | (3.86) | (13.66) | -71.74% | Consolidated Statement of Profit or Loss and Other Comprehensive Income For FY2025, the Group's total comprehensive expense significantly decreased, driven by a narrower loss and reduced foreign exchange differences | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Loss for the year | (10,299) | (36,474) | -71.76% | | Exchange differences on translating foreign operations | (178) | (1,357) | -86.88% | | Total comprehensive expense for the year | (10,477) | (37,831) | -72.29% | | Total comprehensive expense attributable to owners of the Company | (10,532) | (38,027) | -72.31% | Consolidated Statement of Financial Position As of March 31, 2025, non-current assets were stable, current assets increased, but net current liabilities and net liabilities remained negative, indicating ongoing operational pressure | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 4 | 63 | -93.65% | | Current assets | 54,856 | 32,005 | +71.40% | | Current liabilities | 113,904 | 86,981 | +30.95% | | Net current liabilities | (59,048) | (54,976) | +7.41% (loss widened) | | Non-current liabilities | 144,629 | 185,375 | -22.00% | | Net liabilities | (203,673) | (240,288) | -15.24% (loss narrowed) | | Share capital | 2,674 | 213,912 | -98.75% | | Reserves | (222,529) | (470,327) | -52.70% (loss narrowed) | | Capital deficiency attributable to owners of the Company | (219,855) | (256,415) | -14.26% (loss narrowed) | Notes to the Consolidated Financial Statements Detailed notes provide context on the Group's going concern, accounting policy adoptions, segment performance, key customer data, tax expenses, and capital structure General Information The company is registered in Bermuda, listed on HKEX, controlled by Mr. Lam Ching Chuen, with his son Mr. Lam Ka Chun as Chairman and CEO, and financial statements presented in HKD - The company is registered in Bermuda, with shares listed on the Hong Kong Stock Exchange; its ultimate controller is Mr. Lam Ching Chuen, and his son, Mr. Lam Ka Chun, serves as Chairman and Chief Executive Officer[7] - The consolidated financial statements are presented in Hong Kong Dollars, which is also the company's functional currency[8] Going Concern Basis As of March 31, 2025, the Group reported a loss, net current liabilities, and net liabilities, indicating significant going concern uncertainty, despite management's mitigating actions - As of March 31, 2025, the Group recorded a loss of approximately HK$10,299,000, net current liabilities of approximately HK$59,048,000, and net liabilities of approximately HK$203,673,000, indicating a material uncertainty regarding its ability to continue as a going concern[9] - The Board has reviewed cash flow forecasts for the next twelve months and believes the Group has sufficient cash resources to meet working capital and financing needs, thus preparing the financial statements on a going concern basis[10] - Bondholders have agreed not to demand repayment of unpaid coupon interest and overdue interest until all other third-party debts of the Group are settled[11] - The ultimate controller, Mr. Lam, has undertaken to provide sufficient funds to ensure the Group can repay its debts and continue as a going concern[11] - The company plans to strategically acquire projects with growth potential in the China market and is currently in discussions with multiple parties[12] Adoption of New and Revised Hong Kong Financial Reporting Standards This year, the Group adopted several HKFRS amendments, mainly concerning liability classification and lease liabilities from sale and leaseback, and is evaluating new standards like HKFRS 18 - Mandatory HKFRS amendments effective this year include HKAS 1 (Amendments) 'Classification of Liabilities as Current or Non-current' and 'Non-current Liabilities with Covenants', and HKFRS 16 (Amendments) 'Lease Liability in a Sale and Leaseback'[13] - The adoption of new policies did not result in changes to the Group's loan classifications or require retrospective adjustments[15] - New standards issued but not yet effective include HKFRS 18 'Presentation and Disclosure in Financial Statements', which will replace HKAS 1 and introduce new requirements for profit or loss subtotals, disclosure of management performance measures, and improved aggregation and disaggregation of information[18] Revenue and Segment Information The Group operates two segments: sales and integrated services, and general trading; in FY2025, sales and integrated services revenue grew significantly, while general trading revenue declined, with most business in China - The Group primarily operates two business segments: sales and integrated services (providing integrated computer and communication system services, design, consulting, manufacturing information system software, and management training services) and general trading (trading of chemical products)[21][50] | Segment | 2025 Revenue (HK$'000) | 2024 Revenue (HK$'000) | Y-o-Y Change | 2025 Result (HK$'000) | 2024 Result (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Sales and integrated services | 63,389 | 31,933 | +98.51% | 54 | 118 | | General trading | 202,949 | 241,956 | -16.12% | 2,160 | (301) | | Total | 266,338 | 273,889 | -2.76% | 2,214 | (183) | | Region | 2025 External Customer Revenue (HK$'000) | 2024 External Customer Revenue (HK$'000) | | :--- | :--- | :--- | | Hong Kong | – | – | | China (excluding Hong Kong) | 266,338 | 273,889 | Information on Major Customers In FY2025, Customer A and Customer E became major clients, contributing 13% and 15% of revenue respectively, while previous major clients from FY2024 were no longer significant | Customer | 2025 Revenue (HK$'000) | 2025 Revenue Share | 2024 Revenue (HK$'000) | 2024 Revenue Share | | :--- | :--- | :--- | :--- | :--- | | Customer A (General Trading) | 35,506 | 13% | N/A | N/A | | Customer B (General Trading) | N/A | N/A | 108,120 | 39% | | Customer C (General Trading) | N/A | N/A | 30,972 | 11% | | Customer D (General Trading) | N/A | N/A | 29,181 | 11% | | Customer E (Sales and Integrated Services) | 39,404 | 15% | N/A | N/A | Income Tax Expense In FY2025, the Group incurred no Hong Kong profits tax provision or China income tax, primarily due to no taxable profits or sufficient tax losses carried forward | Tax Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong profits tax | – | – | | China income tax | – | 2 | - Neither Hong Kong nor China subsidiaries generated taxable profits in FY2025, or had sufficient tax losses carried forward to offset, thus no income tax provision was made[31] Loss for the Year The loss for the year was primarily influenced by cost of inventories sold, staff costs, auditor's remuneration, short-term lease expenses, and depreciation | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Cost of inventories sold | 264,185 | 272,336 | | Staff costs | 5,004 | 4,488 | | Auditor's remuneration | 500 | 600 | | Depreciation of right-of-use assets | 187 | 4,699 | Dividends The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[34] Loss Per Share For FY2025, basic and diluted loss per share was 3.86 HK cents, a significant reduction from the prior year, with basic and diluted loss per share being identical due to anti-dilutive effects | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss for the year used in loss per share calculation (HK$'000) | (10,326) | (36,531) | | Weighted average number of ordinary shares ('000 shares) | 267,390 | 267,390 | | Basic and diluted loss per share (HK cents) | (3.86) | (13.66) | - All potential dilutive ordinary shares would decrease loss per share, thus having an anti-dilutive effect, resulting in identical basic and diluted loss per share[35] Trade and Other Receivables, Prepayments and Deposits As of March 31, 2025, net trade receivables and other receivables significantly increased, mainly due to a rise in receivables aged 91-180 days and 181-365 days | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Trade receivables (net) | 10,814 | 1,279 | +745.50% | | Other receivables | 33,534 | 33,416 | +0.35% | | Prepayments and deposits (net) | 3,033 | 30,658 | -90.10% | | Total | 43,847 | 31,937 | +37.29% | | Trade Receivables Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | 0–90 days | – | – | | 91–180 days | 4,514 | 1,279 | | 181–365 days | 5,290 | – | | Over 365 days | 1,010 | – | Trade and Other Payables As of March 31, 2025, trade and other payables significantly increased, primarily due to higher trade payables, convertible bond coupons, and amounts due to directors | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 21,333 | 12,627 | +68.95% | | Convertible bond coupon | 19,765 | 18,000 | +9.81% | | Overdue convertible bond coupon | 3,831 | 2,624 | +46.00% | | Amounts due to directors | 10,715 | – | N/A | | Total | 69,453 | 49,117 | +41.40% | | Trade Payables Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | – | – | | Over 30 days and within 180 days | 3,857 | – | | Over 180 days | 17,476 | 12,627 | Share Capital In FY2025, the company underwent a share reorganization, including capital reduction and share split, significantly decreasing the par value of issued ordinary shares and total share capital - On January 17, 2025, the company underwent a share reorganization, including reducing the par value of issued ordinary shares from HK$0.8 to HK$0.01 per share (capital reduction) and subdividing authorized but unissued shares[39][40] - The credit arising from the capital reduction was used to write off the company's accumulated losses[40] | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Issued and fully paid share capital | 2,674 | 213,912 | -98.75% | Extracts from Independent Auditor's Report The auditor issued an unmodified opinion on the financial statements but highlighted a material uncertainty regarding the Group's ability to continue as a going concern Opinion The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows as of March 31, 2025, in accordance with HKFRS and the Hong Kong Companies Ordinance - The auditor believes the consolidated financial statements fairly present the Group's financial position, financial performance, and cash flows as of March 31, 2025, in accordance with Hong Kong Financial Reporting Standards[42] Material Uncertainty Related to Going Concern The auditor highlights a material uncertainty regarding going concern due to the Group's loss, net current liabilities, and net liabilities as of March 31, 2025, though no modified opinion was issued - The auditor draws attention to the fact that as of March 31, 2025, the Group recorded a loss of approximately HK$10,326,000, net current liabilities of approximately HK$59,048,000, and net liabilities of approximately HK$203,673,000, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern[43] - Despite management's belief that the Group can continue as a going concern after considering the measures taken, the auditor has not modified their opinion regarding this matter[43] Financial Review The Group's financial performance showed a slight revenue decrease but improved gross profit and significantly reduced loss, with changes in financial resources and a reliance on ultimate controller support Financial Performance In FY2025, total revenue slightly decreased by 2.76%, mainly due to reduced general trading sales, while gross profit and margin significantly improved, driven by high-margin sales and integrated services | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 266,338 | 273,889 | -2.76% | | Gross profit | 2,153 | 1,553 | +38.63% | | Gross Profit Margin | 0.81% | 0.57% | +0.24百分點 | | Sales and Integrated Services Revenue | 63,389 | 31,933 | +98.51% | | Other Income | 23,411 | 2,032 | +1052.61% | | Administrative Expenses | 9,111 | 15,785 | -42.28% | | Loss attributable to owners of the Company | 10,326 | 36,531 | -71.74% | - The increase in gross profit margin was primarily due to increased revenue from the sales and integrated services segment, which has a higher gross profit margin than general trading[45] - The significant increase in other income primarily includes the gain on derecognition of convertible bonds[45] Financial Resources and Position As of March 31, 2025, the Group's total liabilities decreased, debt-to-equity ratio significantly improved, and liquidity ratio increased, with a substantial rise in cash and cash equivalents, relying on ultimate holding company and ultimate controller financial support | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total Liabilities | 189,080 | 223,239 | -15.30% | | Convertible Bonds | 140,444 | 188,549 | -25.41% | | Loan from Ultimate Holding Company | 26,122 | 13,679 | +90.96% | | Loan from Ultimate Controller | 22,227 | 18,863 | +17.83% | | Debt-to-equity ratio (excluding cash and cash equivalents) | 344.7% | 695.7% | -351.0百分點 | | Cash and Cash Equivalents | 11,009 | 127 | +8584.25% | | Current Ratio | 0.48倍 | 0.37倍 | +0.11倍 | - The decrease in the debt-to-equity ratio was mainly due to an increase in trade and other receivables and bank balances[48] - The Directors believe the Group has sufficient financial resources to operate its business, primarily relying on undrawn loan facilities granted by the ultimate holding company and financial support from the ultimate controller[49] - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[49] Business Review and Future Prospects The Group's business review covers its core operations and outlines future strategies focused on efficiency, cost control, and seeking new growth opportunities and fundraising initiatives Business Review and Future Prospects The Group's business primarily involves general trading of chemical products, integrated computer and communication system services, and investment holding; management is focused on improving operational efficiency and actively seeking growth opportunities and fundraising - The Group's business primarily consists of general trading of chemical products, sales and provision of integrated computer and communication system services, and investment holding[50] - Management will continue to enhance operational efficiency through stringent project selection and strict cost control measures[50] - Future strategies include improving operational efficiency, strengthening budget management, and strict control over costs and expenses to restore profitability[50] - The company is actively seeking acquisition or investment projects with growth potential and plans to undertake fundraising activities (such as share placements or capitalization of loans) to strengthen its financial position[50] Other Information This section provides supplementary information on employees, significant transactions, securities dealings, post-reporting events, corporate governance, and auditor details Employees As of March 31, 2025, the Group had 10 employees, primarily in Hong Kong, offering competitive remuneration, discretionary bonuses, and share options, with directors' remuneration determined by the Remuneration Committee - As of March 31, 2025, the Group had 10 employees, primarily working in Hong Kong[51] - The company offers competitive salaries, discretionary bonuses, and share options, and encourages employees to pursue a balanced lifestyle[51] - Directors' remuneration is determined by the Remuneration Committee based on operating results, individual performance, and market data[51] Significant Acquisitions and Disposals For the year ended March 31, 2025, the Group had no significant acquisitions or disposals - For the year ended March 31, 2025, the Group had no significant acquisitions or disposals[52] Purchase, Sale or Redemption of Listed Securities For the year ended March 31, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[53] Events After Reporting Period Subsequent to the reporting period, the company entered into a subscription agreement with Mr. Lam on April 11, 2025, to issue new convertible bonds totaling HK$45 million to offset loans and accrued interest, which was approved by shareholders and listed in June 2025 - On April 11, 2025, the company entered into an agreement with Mr. Lam to conditionally issue new convertible bonds with a principal amount totaling HK$45,000,000[54] - The proceeds from the new convertible bonds will be used to offset loans and accrued interest owed by the company to Mr. Lam and his associates[54] - The resolution for issuing the new convertible bonds was approved by independent shareholders on June 20, 2025, and approved for listing on June 24, 2025[55] Corporate Governance For FY2025, the company complied with the Corporate Governance Code, except for the combined roles of Chairman and CEO held by Mr. Lam Ka Chun, though the Board believes its composition ensures balanced power - The company complied with the Corporate Governance Code provisions in Appendix C1 of the Listing Rules, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Lam Ka Chun, which deviates from Code Provision C.2.1[56] - The Board comprises experienced and high-caliber individuals, with a sufficient number of independent non-executive directors to ensure a balance of power and authority[56] Standard Code for Securities Transactions by Directors The company adopted the Model Code for Securities Transactions by Directors as per Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period - The company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[57] - All Directors confirmed compliance with the Model Code during the year ended March 31, 2025[57] Audit Committee The company established an Audit Committee as required by Listing Rules, responsible for reviewing and overseeing financial reporting and internal controls, and has reviewed the audited consolidated financial statements with external auditors - The company established an Audit Committee as required by the Listing Rules, responsible for reviewing and overseeing the financial reporting process and internal controls[58] - The Audit Committee has met with the external auditor, Longview, to review the audited consolidated financial statements for the year[58] Auditor's Scope of Work The figures in the Group's preliminary results announcement for the year have been agreed by the auditor, Longview (Hong Kong) CPA Firm, to the annual financial statements, though this procedure does not constitute an assurance engagement - The figures in the preliminary results announcement for the year have been agreed by the auditor, Longview (Hong Kong) CPA Firm, to the annual financial statements[59] - The procedures performed by the auditor do not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing issued by the HKICPA[59] Publication of Annual Report The company's annual report will be published on its website and the HKEXnews website, and dispatched to shareholders in due course - The annual report will be published on the company's website and the HKEXnews website, and dispatched to shareholders in due course[60] Acknowledgement The Board expresses gratitude to all Group employees, management team, shareholders, and investors for their contributions and support - The Board expresses its gratitude to all Group employees, the management team, shareholders, and investors for their contributions and support[61] Board Composition As of the announcement date, the Board comprises Executive Director Lam Ka Chun (Chairman and CEO) and three Independent Non-executive Directors: Wang Zi Niu, Wong Po Keung, and Hui Wai Ling - The Board comprises Executive Director Lam Ka Chun (Chairman and Chief Executive Officer) and three Independent Non-executive Directors: Wang Zi Niu, Wong Po Keung, and Hui Wai Ling[62]