生活概念(08056) - 2025 - 年度业绩

Financial Performance Summary Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group turned a loss into a profit of HKD 49.29 million for the year ended March 31, 2025, primarily driven by a HKD 35.24 million gain on debt restructuring and HKD 26.97 million in net other income, despite a 54% revenue decline to HKD 7.39 million Annual Performance Overview (HKD thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 7,394 | 16,086 | | Gain on debt restructuring | 35,242 | – | | Net other income/(loss) | 26,969 | (5,764) | | Profit/(Loss) before income tax | 49,415 | (19,319) | | Profit/(Loss) for the year | 49,286 | (19,469) | | Profit/(Loss) attributable to owners of the Company | 49,668 | (19,558) | | Basic earnings/(loss) per share (HKD) | 0.46 | (0.21) | - Revenue significantly decreased by 54% year-on-year, from HKD 16.09 million to HKD 7.39 million[5] - The primary drivers for turning loss into profit were non-operating items, including a HKD 35.24 million gain on debt restructuring and HKD 26.97 million in net other income[5] Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets slightly increased to HKD 128.02 million, while the net shareholders' deficit improved to HKD 62.70 million from HKD 117.73 million, despite current liabilities of HKD 63.98 million significantly exceeding current assets of HKD 40.48 million Financial Position Overview (HKD thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total assets | 128,022 | 122,241 | | Current assets | 40,480 | 40,172 | | Non-current assets | 87,542 | 82,069 | | Total liabilities | 190,718 | 239,966 | | Current liabilities | 63,977 | 229,377 | | Non-current liabilities | 126,741 | 10,589 | | Net shareholders' deficit | (62,696) | (117,725) | - The Group's current liabilities of HKD 63.98 million exceeded current assets of HKD 40.48 million, resulting in a negative working capital of HKD 23.50 million, indicating liquidity risk[6][7][13] - Non-current liabilities surged from HKD 10.59 million to HKD 126.74 million, primarily due to reclassification or increase in amounts payable to former directors, current directors, and related parties[7] Consolidated Statement of Changes in Equity As of March 31, 2025, equity attributable to owners improved from a deficit of HKD 123 million to HKD 67.53 million, primarily due to a HKD 49.67 million profit for the year and HKD 5.30 million raised from a share placing - The HKD 49.67 million profit for the year significantly improved the accumulated losses, reducing them from HKD 167 million to HKD 118 million[8] - In August 2024, the company completed a share placing, issuing 370 million new shares and raising net proceeds of approximately HKD 5.30 million, which increased share capital and share premium[8][9] Summary of Notes to the Financial Statements Note 2: Basis of Preparation and Going Concern While prepared on a going concern basis, the financial statements highlight significant uncertainties, including a net shareholders' deficit of HKD 62.70 million and net current liabilities of HKD 23.50 million as of March 31, 2025, with continued operation dependent on securing future financing and debt repayment extensions - The auditor's report includes a material uncertainty warning regarding the Group's ability to continue as a going concern, citing its net shareholders' deficit and net current liabilities position[13][14][105] - Management has taken several measures to maintain going concern, including: - Obtaining repayment extensions for approximately HKD 135 million in debt from the former chairman and related parties - Completing a share placing to raise approximately HKD 5.10 million for debt repayment and working capital - Securing a HKD 30 million financing facility from directors[14][16] - The core risk to going concern lies in the ability to successfully raise new funds and negotiate repayment arrangements with other lenders in the future[17] Note 4: Revenue and Segment Information Total revenue for the year decreased by 54% to HKD 7.39 million, with catering supply services contributing HKD 6.51 million (88.1% of total, down 45.8%) and financial cooperation services sharply declining to HKD 0.88 million (11.9%, down 78.4%), while Hong Kong accounted for most revenue Revenue by Business Segment (HKD thousands) | Business Segment | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Catering supply services | 6,511 | 11,992 | -45.8% | | Provision of financial cooperation services | 883 | 4,094 | -78.4% | | Total | 7,394 | 16,086 | -54.0% | Revenue by Geographical Region (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 6,511 | 11,992 | | Mainland China | 883 | 4,094 | | Total | 7,394 | 16,086 | - The catering supply services segment recorded a loss of HKD 3.05 million, while the financial institution cooperation services segment recorded a profit of HKD 0.52 million[25] Note 14: Share Capital During the year, the company underwent two significant share capital changes: a placing of 370 million new shares in August 2024, followed by a 20-for-1 share consolidation in September 2024, resulting in approximately 113 million total issued shares - In July 2024, the company placed 370 million shares at HKD 0.0144 per share to raise funds[53] - On September 3, 2024, the company completed a share consolidation where every 20 existing shares were consolidated into 1 new share[53] Note 15: Related Party Transactions and Balances The Group's financial position heavily relies on related party support, with repayment extensions granted on approximately HKD 98.29 million in interest-free loans from the former chairman and his wife, and HKD 36.95 million from a related party, both extended to 2028, generating a total gain on debt restructuring of HKD 33.03 million, alongside new interest-free financing from current directors - The company obtained an extension of repayment terms for approximately HKD 98.29 million in interest-free loans from former chairman Mr. James Fu Bin Lu and his wife Ms. Li Qing Ni until July 31, 2028, recognizing a HKD 23.03 million gain on debt restructuring[58][59] - The company obtained an extension of repayment terms for approximately HKD 36.95 million in interest-free loans from a related party (non-controlling shareholder of a subsidiary) until July 31, 2028, recognizing a HKD 10 million gain on debt restructuring[54][57] - During the year, the company received approximately HKD 9.20 million in unsecured, interest-free financing from directors for working capital purposes[60] Management Discussion and Analysis Business Review The Group primarily operates in catering supply and financial institution cooperation services; catering business expanded into frozen meat sales (HKD 6 million annual revenue) and a new Chinese restaurant, while financial services were severely impacted by China's macroeconomic downturn, resulting in no new loan facilitations and significant revenue contraction - The catering business shifted focus to food ingredient sales (frozen meat), generating approximately HKD 6 million in annual revenue, and opened a new Chinese restaurant, aiming for sustainable income[63] - The financial institution cooperation services business was severely impacted by China's macroeconomic downturn and increased risk aversion, resulting in no new loan facilitations during the year[64] Financial Review Total revenue for the year declined by 54% to HKD 7.39 million, primarily due to a 78.4% drop in financial cooperation services and a 45.8% decrease in catering business revenue, yet profit attributable to owners reached HKD 49.70 million (from a HKD 19.50 million loss last year), largely driven by one-off non-operating items like HKD 35.20 million gain on debt restructuring and HKD 26.80 million from dissolution of subsidiaries - Catering supply services revenue decreased by 45.8% to HKD 6.50 million, primarily impacted by market sluggishness due to the COVID-19 pandemic[67] - Financial institution cooperation services revenue declined by 78.4% to HKD 0.90 million, with no new loan facilitations during the year due to an unfavorable macroeconomic environment[68] - Key factors for turning loss into profit include: - Gain on debt restructuring of approximately HKD 35.20 million - Gain from dissolution of subsidiaries of approximately HKD 26.80 million - Absence of a HKD 8.70 million impairment loss on non-financial assets recorded in the prior year[72][74][77] Liquidity and Financial Resources The Group's liquidity remains tight, with cash and cash equivalents of only HKD 0.171 million and negative working capital of HKD 23.50 million as of March 31, 2025, though the gearing ratio significantly improved to 209.1% from 792.5%, with operations heavily reliant on related party and director financial support Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | HKD 0.171 million | HKD 1.30 million | | Working capital | -HKD 23.50 million | -HKD 91.00 million | | Current ratio | 0.63 | 0.31 | | Gearing ratio | 209.1% | 792.5% | - The Group's extremely low cash levels and significantly negative working capital indicate challenges in its short-term solvency and daily operations[78] Employees and Remuneration Policy To control costs, the Group significantly reduced its workforce by half to 14 employees as of March 31, 2025, down from 28 in the prior year, resulting in a decrease in total annual staff costs from HKD 3.70 million to HKD 3.20 million - The Group's headcount was significantly reduced by 50% from 28 to 14 employees year-on-year[85] - Annual staff costs, including directors' emoluments, were approximately HKD 3.20 million, a decrease from HKD 3.70 million in the prior year[85] Other Disclosures Placing of New Shares Under General Mandate In August 2024, the company successfully placed 370 million shares at HKD 0.0144 per share, raising net proceeds of approximately HKD 5.10 million, which were fully utilized as planned, with HKD 4.00 million for debt repayment and HKD 1.10 million for working capital - The company raised HKD 5.10 million in net proceeds through a share placing, which has been fully utilized for debt repayment and supplementing working capital[89][91] Share Consolidation On September 3, 2024, the company completed a 20-for-1 share consolidation, aiming to increase the par value per share and reduce the number of issued shares - The Board proposed, and shareholders approved, a share consolidation where every 20 existing shares were consolidated into 1 new share, effective September 3, 2024[92] Corporate Governance and Independent Auditor's Report The company deviates from corporate governance by having the Chairman and CEO roles held by the same person (Mr. Xu Qiang); while the Audit Committee reviewed annual results, the independent auditor's report, though unqualified, includes a "material uncertainty related to going concern" paragraph, highlighting the Group's net shareholders' deficit and net current liabilities as significant doubts about its ability to continue as a going concern - The company deviates from the Corporate Governance Code, with the roles of Chairman and Chief Executive Officer not separated, both held by Mr. Xu Qiang, which the Board believes provides strong and consistent leadership[100] - The independent auditor's report includes a "material uncertainty related to going concern" paragraph, explicitly stating that the Group's net shareholders' deficit and net current liabilities raise significant doubt about its ability to continue as a going concern[105]