嘉鼎国际集团(08153) - 2025 - 年度业绩

Corporate Information The company experienced multiple changes in its board and committee members during the reporting period, including resignations and new appointments of directors - During the reporting period, there were multiple changes in the company's board and committee members, including resignations and new appointments of executive, non-executive, and independent non-executive directors[12][13][14] - The company's principal place of business is in Central, Hong Kong, and its auditor is ZHONGHUI ANNDA CPA Limited[15][16] Chairman's Statement Performance Summary and Strategic Outlook In FY2025, the company's total revenue decreased by 21.65% to HKD 88.3 million, with loss widening to HKD 64.8 million, primarily due to underperformance in mainland China, prompting a strategic shift back to Hong Kong's advertising media business Key Performance Indicators for FY2025 | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 88.3 | 112.7 | -21.65% | | Loss for the Year | 64.8 | 16.1 | Loss widened | | Loss Attributable to Owners of the Company | 60.7 | 21.1 | Loss widened | | Revenue from Advertising Services Segment | 84.0 | 66.3 | +26.7% | - Due to the unsatisfactory performance of its mainland China business, the Group plans to shift its development focus back to Hong Kong, concentrating on its existing advertising media business[20][21] - Looking ahead, the Group will focus on data-driven marketing strategies, emerging social media platforms, and integrate sustainability and corporate social responsibility into advertising to seize opportunities from digital transformation[24][28] Management Discussion and Analysis Business Review This fiscal year, the Group's total revenue decreased by 21.65% to HKD 88.3 million, primarily from Hong Kong's advertising services, while new energy off-road vehicle and healthcare product sales significantly declined - The Group's revenue primarily derives from four segments: advertising services, sales of new energy off-road vehicles, sales of new energy batteries, and sales of healthcare products[31][35] Revenue Performance by Business Segment (million HKD) | Business Segment | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Revenue | 88.3 | 112.7 | | New Energy Batteries | 2.6 | 2.3 | | New Energy Off-road Vehicles | 0 | 10.5 | | Healthcare Products | 1.6 | 33.7 | Segmental Analysis Segment performance varied significantly, with advertising revenue growing 26.8% to HKD 84.1 million as a pillar, while new energy off-road vehicles had no revenue and healthcare products saw a 95.3% decline Advertising The advertising services business performed strongly, with revenue increasing by 26.8% to HKD 84.1 million, driven by increased digital consumption and focus on online channels post-pandemic - Advertising business revenue was approximately HKD 84.1 million, a 26.8% increase from HKD 66.3 million last year, primarily attributed to increased digital consumption and greater focus on online channels[37][41] New Energy Off-road Vehicle The new energy off-road vehicle business faced significant challenges this year, recording no sales revenue, prompting a review of its business model and product redesign - Sales revenue from new energy off-road vehicles was HKD 0 this year, indicating severe challenges in business development[42][47] New Energy Battery The new energy battery business recorded HKD 2.6 million in revenue, with significant progress in graphene battery technology development, aligning with the Group's strategic plan for high future growth - The new energy battery business recorded HKD 2.6 million in revenue, with the company achieving significant progress in graphene battery technology development, aligning with the Group's long-term strategic plan[45][49] Health Care Products Due to weak market sentiment, healthcare product revenue sharply declined by 95.3% from HKD 33.7 million to HKD 1.6 million this year - Healthcare product revenue significantly decreased by 95.3% from approximately HKD 33.7 million to approximately HKD 1.6 million, primarily due to weak market sentiment[46][50] Fund-raising Activities To support business development, the Group conducted a rights issue in late 2024, raising approximately HKD 25.8 million net proceeds for debt repayment, working capital, and R&D - The company entered into a placing agreement on June 28, 2024, for a rights issue on a 'one-for-three' basis at HKD 0.10 per share, raising net proceeds of approximately HKD 25.8 million[51][54] - The proceeds will be used for debt repayment, working capital for advertising business, expansion of healthcare products business, R&D for new energy battery and off-road vehicle businesses, and general working capital[51][54] Prospects The Group anticipates a stronger Chinese economy in 2025 and expects technology-driven growth in the advertising industry by 2026, focusing on AI, personalized marketing, and sustainable practices - Looking ahead to 2026, the advertising industry will be driven by technological advancements and evolving consumer behavior, with AI, machine learning, and immersive AR/VR technologies fundamentally transforming how brands communicate with consumers[57][58][61] - Sustainability will become a key advertising strategy, with the company integrating sustainable practices to enhance brand reputation, while maintaining agility to evolving social media platforms and adopting multi-channel approaches to expand reach[59][60][62] Financial Review This fiscal year, the Group's financial performance was strained, with revenue down 21.65%, loss attributable to owners widening to HKD 60.7 million, and cash and cash equivalents sharply decreasing to HKD 0.1 million, despite a reduced gearing ratio Key Financial Indicators for FY2025 | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 88.3 million HKD | 112.7 million HKD | | Loss Attributable to Owners of the Company | 60.7 million HKD | 21.1 million HKD | | Loss Per Share | 25.16 HK cents | 20.77 HK cents | | Gross Profit Margin | 3.67% | 21.74% | | Administrative Expenses | 34.0 million HKD | 32.9 million HKD | | Total Impairment Loss | 23.2 million HKD | 6.8 million HKD | | Cash and Cash Equivalents at Period End | 0.1 million HKD | 6.7 million HKD | | Gearing Ratio | 5.84% | 10.1% | - To address liquidity constraints and going concern challenges, the company has implemented several mitigation measures, including accelerating collections, negotiating debt extensions, implementing cost controls, and actively seeking new financing arrangements[78] Use of Proceeds from Rights Issue (thousand HKD) | Intended Use | Allocated Amount | Amount Utilized | | :--- | :--- | :--- | | Repayment of Debts | 7,500 | 7,500 | | Working Capital for Advertising Business | 3,000 | 3,000 | | Expansion of Healthcare Products Business | 3,000 | 3,000 | | R&D for New Energy Battery Business | 3,000 | 3,000 | | R&D for New Energy Off-road Vehicle Business | 3,300 | 3,300 | | General Working Capital | 6,000 | 6,000 | | Total | 25,800 | 25,800 | Biographical Details of Directors and Senior Management Directors and Senior Management Bio This section details the backgrounds and qualifications of the company's executive and independent non-executive directors, covering expertise in technology, health, accounting, law, and finance - Mr. Mou Zhongwei, 68, an Executive Director, serves as Chairman of the Board and possesses extensive experience in the new technology industry[96][97] - Mr. Chan Tat Nin, 39, an Executive Director, appointed on February 28, 2025, has rich experience in team management and enhancing customer experience in the health sector[98][99] - The independent non-executive director team comprises Mr. Lui Chi Kin (accounting background), Mr. Sin Ho Chuen (legal background), and Ms. Li Xiaohua (finance and accounting background), providing diverse professional oversight to the company[101][103][107] Report of the Directors Principal Activities and Business Review The company, an investment holding company, primarily engages in advertising in Hong Kong and sales of healthcare products, new energy off-road vehicles, and new energy batteries in China, with no dividends proposed for the reporting period - The Group's principal activities include advertising services in Hong Kong, and sales of healthcare products, new energy off-road vehicles, and new energy batteries in mainland China[110][116] - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[123][130] Share Capital and Reserves The company's share capital changed during the year, with no purchases, redemptions, or sales of listed securities, and no distributable reserves as of March 31, 2025 - During the year, the company did not purchase, redeem, or sell any of its listed securities[137][145] - As of March 31, 2025, the company had no distributable reserves under the Companies Act of Bermuda[138][146] Major Customers and Suppliers The Group's customer and supplier concentration was high this fiscal year, with the top five customers accounting for 72.8% of total revenue and the top two suppliers for 89.1% of total purchases - Sales to the top five customers accounted for 72.8% of total revenue, with the largest customer contributing 22.1%[149][152] - Purchases from the top two suppliers accounted for 89.1% of total purchases[149][152] Share Option Scheme The company adopted a new share option scheme on April 6, 2023, to incentivize contributors, with approximately 2.88 million options unexercised as of March 31, 2025, despite some cancellations due to resignations - The company adopted a new share option scheme on April 6, 2023, valid until April 5, 2033, aimed at incentivizing and rewarding directors and employees who contribute to the Group[177][190] Summary of Share Option Movements (as of March 31, 2025) | Category | Balance at Beginning of Year | Cancelled During the Year | Balance at End of Year | | :--- | :--- | :--- | :--- | | Directors | 1,196,000 | 777,400 | 418,600 | | Senior Management | 139,932 | 0 | 139,932 | | Other Participants | 2,738,494 | 418,600 | 2,319,894 | | Total | 4,074,426 | 1,196,000 | 2,878,426 | Corporate Governance Report Board of Directors and Committees The company maintains high corporate governance standards, with a balanced board of two executive and three independent non-executive directors, and established committees predominantly comprising independent non-executive directors for effective oversight - The company has complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[214][218] - The roles of Chairman and Chief Executive Officer are separate, but the CEO position has been vacant since Mr. Mu Ruifeng ceased to be CEO on March 11, 2025, and the Board is currently identifying a suitable candidate[221][222][227] - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee, with the majority of their members being independent non-executive directors to fulfill their oversight responsibilities[241][246][251] Internal Control and Auditor The Board is fully responsible for maintaining and reviewing the effectiveness of the Group's internal control system, which it deems effective and adequate, with the external auditor providing services totaling HKD 1.12 million this year - The Board has reviewed the effectiveness of the Group's internal control system, covering all material aspects including financial, operational, compliance controls, and risk management, and considers the system effective and adequate[275][279] Auditor's Remuneration for FY2025 (HKD) | Service Category | Fee | | :--- | :--- | | Annual Audit Services | 820,000 | | Internal Control Review Services | 70,000 | | Environmental, Social and Governance Report Services | 70,000 | | Rights Issue Related Services | 140,000 | | Share Option Adjustment Related Services | 20,000 | | Total Fee | 1,120,000 | Shareholders Rights The report clarifies shareholders' rights and procedures for convening extraordinary general meetings, proposing resolutions, and making inquiries to the Board, with a minimum threshold of one-tenth of paid-up share capital required to call a meeting - Pursuant to Bye-law 58 of the Company's Bye-laws, shareholders holding not less than one-tenth of the paid-up share capital of the company (carrying the right of voting) have the right to request the Board to convene an extraordinary general meeting[292][294] Environmental, Social and Governance (ESG) Report Governance and Reporting Principles This ESG report, covering FY2025 and adhering to GEM Listing Rules, outlines the Board's oversight of ESG matters, key issue identification through materiality assessment, and reporting principles for stakeholder transparency - The Board plays a primary role in overseeing the Group's ESG matters, responsible for assessing risks, formulating policies, and ensuring management has sufficient resources for implementation[309][311] - Through communication with key stakeholders including shareholders, government, employees, customers, suppliers, and the community, the Group identified 24 ESG issues and prioritized them, with anti-corruption, corporate governance, and customer satisfaction deemed highly important[326][329] Environmental Area The Group significantly reduced total greenhouse gas emissions to approximately 12.1 tonnes CO2e and harmless waste in FY2025, setting a 3% reduction target for emission and waste intensity by FY2026, with no major environmental violations Greenhouse Gas Emissions (kg CO2e) | Scope | FY2025 | FY2024 (Restated) | | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | Not applicable | Not applicable | | Scope 2 (Indirect Emissions) | 2,785.68 | 19,842.17 | | Scope 3 (Other Indirect Emissions) | 9,312.00 | 1,785.84 | | Total Emissions | 12,097.68 | 21,628.01 | | Emissions Intensity (per employee) | 483.91 | 514.95 | Resource Consumption | Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Electricity Consumption | kWh | 7,200 | 51,285 | | Total Water Consumption | cubic meters | Not applicable | 1,012 | | Non-hazardous Waste | kg | 2 | 2,400 | - The Group has set emission reduction targets: by FY2026, greenhouse gas emissions intensity and non-hazardous waste generation intensity are targeted to decrease by 3% from the previous year's levels[346][363] Social Area In social responsibility, the Group prioritizes employee well-being, health and safety, development, and labor standards, with 25 employees as of March 31, 2025, and high turnover, while maintaining strong supply chain management and anti-corruption policies Employee Composition (as of March 31, 2025) | Category | FY2025 (persons) | FY2024 (persons) | | :--- | :--- | :--- | | Total Employees | 25 | 42 | | By Gender (Male/Female) | 13 / 12 | 24 / 18 | | By Region (Mainland/Hong Kong) | 17 / 8 | 26 / 16 | - Employee turnover was high in FY2025, with Hong Kong experiencing a 100% turnover rate by region, and employees aged 50 and above having a 150% turnover rate by age group[395] - The Group demonstrated strong health and safety performance, with no work-related fatalities or injuries for three consecutive years (FY2023-2025)[402] - The Group strictly adheres to anti-corruption regulations and has a whistleblowing policy in place, with no significant fines or sanctions incurred this year due to violations of relevant laws and regulations[439][442] Independent Auditor's Report Auditor Opinion The auditor, ZHONGHUI ANNDA CPA Limited, issued an unmodified opinion on the consolidated financial statements for the year ended March 31, 2025, while highlighting a material uncertainty related to going concern due to significant losses and low cash levels - The auditor issued an unmodified opinion, deeming the financial statements true and fair[446][448] - Key Alert: The report highlights a 'material uncertainty related to going concern.' As of March 31, 2025, the Group incurred a loss for the year of approximately HKD 64.8 million, had current liabilities of approximately HKD 35.0 million, and cash and cash equivalents of only approximately HKD 0.111 million, with net cash outflow from operating activities of approximately HKD 18.7 million. These conditions cast significant doubt on the Group's ability to continue as a going concern[450][454] - Key audit matters include the assessment of going concern, and the estimation of impairment and expected credit losses (ECL) for trade receivables, prepayments, deposits, and other receivables[451][456] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income In FY2025, the Group's revenue decreased by 21.65% to HKD 88.284 million, gross profit significantly narrowed to HKD 3.238 million, and loss for the year widened to HKD 64.777 million, primarily due to substantial impairment losses Consolidated Statement of Profit or Loss Summary (thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 88,284 | 112,671 | | Gross Profit | 3,238 | 24,493 | | Loss Before Income Tax | (65,545) | (15,550) | | Loss for the Year | (64,777) | (16,105) | | Loss Attributable to Owners of the Company | (60,743) | (21,094) | | Basic and Diluted Loss Per Share (HK cents) | (25.16) | (20.77) | - Significant impairment losses were recorded this year, including HKD 3.255 million for goodwill, HKD 1.923 million for intangible assets, HKD 6.386 million for inventories, HKD 11.049 million for trade receivables, and HKD 12.175 million for other receivables, which were among the primary reasons for the widened loss[471] Consolidated Statement of Financial Position As of March 31, 2025, total assets significantly decreased to HKD 98.839 million, total liabilities to HKD 35.039 million, and net assets to HKD 63.8 million, with cash and cash equivalents at a critically low HKD 0.111 million Consolidated Statement of Financial Position Summary (thousand HKD) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 1,325 | 13,503 | | Current Assets | 97,514 | 146,504 | | Total Assets | 98,839 | 160,007 | | Current Liabilities | 35,039 | 53,974 | | Non-current Liabilities | – | 3,308 | | Total Liabilities | 35,039 | 57,282 | | Net Assets | 63,800 | 102,725 | | Equity Attributable to Owners of the Company | 58,406 | 93,282 | - The significant reduction in assets was primarily due to full impairment of goodwill and intangible assets within non-current assets, as well as zeroing out of inventories and reduction in receivables within current assets[473] Consolidated Statement of Cash Flows In FY2025, the Group experienced a net cash outflow of HKD 18.724 million from operating activities and HKD 3.527 million from investing activities, leading to a sharp decline in cash and cash equivalents from HKD 6.725 million to HKD 0.111 million by year-end Consolidated Statement of Cash Flows Summary (thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (18,724) | (39,668) | | Net Cash (Used in)/From Investing Activities | (3,527) | 5,028 | | Net Cash From Financing Activities | 15,639 | 26,041 | | Net Decrease in Cash and Cash Equivalents | (6,612) | (8,599) | | Cash and Cash Equivalents at Beginning of Year | 6,725 | 15,988 | | Cash and Cash Equivalents at End of Year | 111 | 6,725 | Notes to the Consolidated Financial Statements The notes provide detailed explanations of the financial statements, highlighting significant uncertainties regarding going concern, segment performance showing advertising as the only profitable segment, increased credit loss provisions, and a post-reporting period winding-up petition that was dismissed - Material Uncertainty Related to Going Concern: Note 2 explicitly states that the Group incurred substantial losses this year, with current liabilities significantly exceeding cash and cash equivalents, and net cash outflow from operations, which collectively cast significant doubt on the Group's ability to continue as a going concern[485][488] Segment Performance Summary (thousand HKD) | Segment | FY2025 Revenue | FY2025 Performance | | :--- | :--- | :--- | | Sales of Healthcare Products | 1,626 | (7,428) | | Sales of New Energy Off-road Vehicles | – | (25,792) | | Sales of New Energy Batteries | 2,586 | (16,254) | | Advertising | 84,072 | (3,136) | - Subsequent to the reporting period, the company faced a winding-up petition for approximately HKD 6.38 million, but this petition was dismissed by the court on May 19, 2025[863][864][867] Five-Year Financial Summary Five-Year Financial Summary Data Five-year financial data shows the Group's revenue grew from FY2022 to FY2024 but declined in FY2025, with losses recorded in four out of five years, and total assets and net assets peaking in 2024 before a significant reduction in 2025 Five-Year Performance Summary (thousand HKD) | Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 88,284 | 112,671 | 97,068 | 63,900 | 67,512 | | (Loss)/Profit Attributable to Owners of the Company | (64,777) | (16,105) | (67,173) | (44,321) | 2,386 | Five-Year Assets and Liabilities Summary (thousand HKD) | As of March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 98,839 | 160,007 | 130,272 | 141,940 | 80,225 | | Total Liabilities | 35,039 | 57,282 | (51,415) | (72,661) | (43,660) | | Net Assets | 63,800 | 102,725 | 78,857 | 69,279 | 36,565 |