麦迪森控股(08057) - 2025 - 年度财报

Corporate Information Corporate Information This chapter provides key corporate information including the core management team, board of directors, committee members, registered office, principal place of business, auditor, and principal bankers - The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with key committees like Audit, Remuneration, and Nomination & Corporate Governance clearly outlining their chairpersons and members[9][10][11] - The company made personnel adjustments to its executive directors and authorized representatives in August and September 2024, with Mr. Jiang Tian appointed and Ms. Guo Qun resigning[9][11] Chairman's Statement Chairman's Statement The Chairman's Statement highlights that the Group's wine and loan financing businesses faced suppression due to challenging economic conditions in Mainland China and Hong Kong, prompting a focus on optimizing the business portfolio, exploring new directions, and diversifying for long-term shareholder value - The Group's wine and loan financing businesses faced pressure during the reporting year due to an uncertain global economic environment[16][19] - The Group's strategic focus is to optimize its existing business portfolio and explore diversification to introduce new revenue streams and enhance shareholder value[17][20] Biographical Details of Directors and Senior Management Biographical Details of Directors and Senior Management This chapter details the personal biographies, professional backgrounds, and public company directorships of the company's executive, non-executive, independent non-executive directors, and senior management, showcasing their extensive experience in finance, trade, law, and corporate management - Mr. Jiang Tian was appointed Executive Director in August 2024, primarily responsible for strategic development of loan financing and consulting services, with over 20 years of experience in new business development and asset restructuring[22][23][25] - Dr. Cheung Yuk Shan was appointed Executive Director in December 2023, recognized for outstanding achievements in corporate management and philanthropy, including honors like 'Top 100 Outstanding Chinese Businesswomen' and 'World Outstanding Chinese'[24][27][28] - The independent non-executive director team, comprising Mr. Chu Kin Hong, Dr. Lau Wong Ching Ching, and Mr. Zhou Li, possesses deep expertise and experience in accounting, law, information technology, and investment mergers and acquisitions[43][47][49] Management Discussion and Analysis Business Review During the reporting period, the Group's total revenue increased by 4.4% to HKD 71.1 million, with loss narrowing to HKD 15.3 million; loan financing was the primary growth driver with 8.9% revenue growth and segment profit, while wine business revenue declined 5.0% due to a weak consumer market, alongside detailed impairment assessments and risk control measures Financial Performance Summary | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 71.1 | 68.1 | +4.4% | | Wine Business Revenue | 20.8 | 21.9 | -5.0% | | Loan Financing Business Revenue | 50.3 | 46.2 | +8.9% | | Annual Loss | (15.3) | (17.8) | Loss narrowed 14.0% | - The reduction in annual loss was primarily due to a HKD 7 million decrease in finance costs, a HKD 3.3 million net decrease in impairment losses on loans receivable, and a HKD 3 million increase in revenue, partially offset by a HKD 12.7 million decrease in other income[62][64] Financial Review This year, the Group's total revenue grew 4.4% and gross profit increased 6.8%, driven by loan financing, with overall gross margin improving from 75.7% to 77.3%; staff costs and administrative expenses decreased due to cost control, though other income significantly dropped by HKD 12.7 million mainly due to reduced net exchange gains, while liquidity strengthened with current ratio rising from 1.3 times to 1.7 times and gearing ratio decreasing from 88.8% to 63.6% Key Financial Indicators | Financial Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Revenue (million HKD) | 71.1 | 68.1 | | Gross Profit (million HKD) | 55.0 | 51.5 | | Gross Margin | 77.3% | 75.7% | | Staff Costs (million HKD) | 29.4 | 31.7 | | Finance Costs (million HKD) | 6.5 | 13.5 | | Other Income (million HKD) | 2.3 | 15.0 | | Annual Loss (million HKD) | (15.3) | (17.8) | Liquidity and Financial Resources (as of March 31) | Liquidity and Financial Resources (as of March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Net Current Assets (million HKD) | 127.7 | 63.7 | | Cash and Cash Equivalents (million HKD) | 22.3 | 34.4 | | Current Ratio | 1.7 times | 1.3 times | | Gearing Ratio | 63.6% | 88.8% | - The Board does not recommend the payment of a final dividend for the current year[149][157] - During the reporting period, the Group disposed of a 38% equity interest in Hackett Enterprises Limited, with no other significant investments, acquisitions, or disposals[150][158] Segment Information The Group's operations are primarily divided into three segments: wine business, loan financing business, and financial services business; this year, loan financing became the main revenue source, accounting for 70.7% of total revenue, while the wine business contributed 29.3%, and the financial services business generated no revenue Revenue Contribution by Business Segment | Business Segment | Revenue Contribution (FY2025) | Revenue Contribution (FY2024) | | :--- | :--- | :--- | | Wine Business | 29.3% | 32.2% | | Loan Financing Business | 70.7% | 67.8% | | Financial Services Business | 0% | 0% | Principal Risks and Uncertainties The Group identified and outlined key risks across its business segments: the wine business faces inventory obsolescence, product liability, and foreign exchange fluctuation risks; loan financing faces client default and key personnel retention risks; and financial services faces client attrition, key personnel loss, and professional liability risks - Principal risks for the wine business include: inventory obsolescence, product liability claims, and foreign exchange rate fluctuations[164] - Principal risks for the loan financing business include: clients or counterparties failing to fulfill contractual obligations and the inability to retain and motivate key management personnel[164] Business Prospect Looking ahead to 2025, the Group anticipates a continuously challenging and uncertain global economic environment; the Board will prudently review the existing business portfolio and implement necessary strategic adjustments to maintain competitiveness, while remaining open to new investors who can provide strategic cooperation and financial support - Facing a challenging global economic environment, the Group will adopt prudent strategic adjustments to maintain competitiveness[175][177] - The Group is open to introducing new investors who can provide strategic cooperation and financial support for business expansion[175][177] Directors' Report Results and Dividends This chapter outlines the Group's annual results and dividend policy; during the reporting period, the Board did not recommend a final dividend, and the company's dividend policy will consider financial performance, operational needs, gearing ratio, and development plans - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[183][190] - The company's dividend policy aims to balance shareholder returns with company development needs, considering financial performance, liquidity, gearing ratio, and future development plans in its decisions[191][196] Share Options This chapter details the company's share option scheme, including its purpose, participant eligibility, total limit, exercise period, and pricing basis; during the reporting period, some directors and shareholders held unexercised share options, and the company also granted options to SRA Holdings under a specific mandate to extend a significant loan's maturity, though these options expired in December 2024 - As of March 31, 2025, 48,470,000 share options remained unexercised under the share option scheme, compared to 50,370,000 at the beginning of the year, with 1,900,000 options lapsing during the year due to director and employee resignations[271][275] - The company reached an agreement with SRA Holdings in October 2023, granting 85,922,330 share options in exchange for an extension of a JPY 1.5 billion loan; these options automatically lapsed on December 5, 2024, upon expiry, unexercised[281][288][290] - The authorized limit for the share option scheme was updated on August 9, 2022, with a maximum of 62,312,722 shares available for grant, representing 10% of the then-issued shares[252][279] Directors' and Substantial Shareholders' Interests This chapter discloses directors' and substantial shareholders' interests in the company's shares as required by the SFO; as of March 31, 2025, Mr. Ting Pang Wan, through his controlled entities (e.g., Devoss Global and Royal Spectrum), collectively held approximately 42.07% interest, making him the company's major controlling shareholder, with other significant shareholders holding over 5% also listed Major Shareholders' Interests | Major Shareholder | Capacity/Nature of Interest | Total Shares of Interest | Approximate Percentage of Total Share Capital* | | :--- | :--- | :--- | :--- | | Mr. Ting Pang Wan | Interest in controlled corporations and beneficial owner | 262,153,893 | 42.07% | | Royal Spectrum Holding Company Limited | Beneficial owner | 195,920,000 | 31.44% | | Devoss Global Holdings Limited | Interest in controlled corporations and beneficial owner | 196,520,000 | 31.54% | | Mrs. Chu / Kingston Finance | Interest in controlled corporations / Person holding security interest in shares | 221,323,638 | 35.52% | | Ms. Liu Ying / ACGHL | Interest in controlled corporations | 68,224,500 | 10.95% | *Based on 623,127,227 issued shares as of March 31, 2025. - Mr. Ting Pang Wan controls Royal Spectrum through his wholly-owned Devoss Global, and is thus deemed to have an interest in the shares held by Royal Spectrum[243] Non-exempt Connected Transaction During the reporting period, the Group completed a significant non-exempt connected transaction: the company sold its 38% equity interest in Hackett to CVP Financial Group Limited, wholly-owned by controlling shareholder Mr. Ting Pang Wan, for a total consideration of HKD 56.4 million, with the transaction disclosed and approved by shareholders as required by GEM Listing Rules - On May 28, 2024, the company entered into an agreement with CVP Financial Group Limited (wholly-owned by controlling shareholder Mr. Ting Pang Wan) to dispose of a 38% equity interest in Hackett[312][317] - The total consideration for the transaction was HKD 56.4 million, and it was completed on August 7, 2024[312][313][319] Corporate Governance Report Board of Directors and Committees This chapter outlines the company's corporate governance structure, emphasizing the Board's central role in leadership, strategy, and risk management, supported by Audit, Remuneration, and Nomination & Corporate Governance Committees; during the reporting period, the company complied with GEM Listing Rules regarding board composition and committee operations, disclosing directors' attendance, training, and board diversity policy - The Board is responsible for the Group's overall leadership, strategic direction, and risk management, and has established Audit, Remuneration, and Nomination & Corporate Governance Committees to assist in fulfilling its duties[359][402] - The Board adopted a diversity policy, with a gender ratio of 5 men and 2 women as of the reporting date; the Group's overall employee gender ratio is approximately 44.66% male and 55.34% female[400][401] Committee Composition | Committee | Chairman | Member Composition | | :--- | :--- | :--- | | Audit Committee | Mr. Chu Kin Hong | 1 Non-executive Director, 3 Independent Non-executive Directors | | Remuneration Committee | Mr. Zhou Li | 1 Non-executive Director, 3 Independent Non-executive Directors | | Nomination and Corporate Governance Committee | Mr. Ji Zu Guang | 2 Non-executive Directors, 3 Independent Non-executive Directors | - The report details each director's attendance records at Board meetings, various committee meetings, and general meetings during the reporting year[380] Risk Management and Internal Control The Board is responsible for maintaining and assessing the effectiveness of the Group's risk management and internal control systems; the Group has established an internal audit system to systematically review and evaluate departmental operations, objective achievement, internal control execution, and resource utilization; during the reporting period, the Board was satisfied with the Group's resources, staff qualifications, and experience in accounting, financial reporting, internal audit, and ESG reporting, deeming the risk management and internal control systems adequate and effective - The Board bears ultimate responsibility for the Group's risk management and internal control systems, conducting annual effectiveness reviews[433][437] - The Group has established an internal audit system to independently evaluate and monitor the operational activities and internal controls of various departments[434] - The Board assessed that the Group's resources, staff qualifications, and experience in accounting, financial reporting, internal audit, and ESG are adequate, and the systems operate effectively[435] Environmental, Social and Governance Report ESG Governance and Strategy The Group has established a clear ESG governance structure, with the Board ultimately responsible and an ESG working group for execution; through stakeholder engagement and materiality assessment, highly important issues such as business ethics, customer satisfaction, product quality, health and safety, and employee rights were identified; the Group set a long-term goal of carbon neutrality by 2050 and specific environmental targets until 2027 - The Group established an ESG governance structure led by the Board and executed by an ESG working group, responsible for strategy formulation, risk assessment, and oversight of all ESG matters[466][467] - Through materiality assessment, the Group identified business ethics, customer satisfaction, product quality management, health and safety, and employee rights and benefits as highly important ESG issues[478][480] - The Group set environmental targets until 2027, including reducing greenhouse gas emission intensity and water consumption intensity, and plans to achieve carbon neutrality by 2050[485][486] Environment (A) In environmental aspects, the Group is committed to reducing its operational impact; during the reporting period, total greenhouse gas emissions were 103.76 tCO2e, with an intensity of 1.46 tCO2e/million HKD revenue; the Group implemented various energy, water, and waste reduction measures, such as optimizing vehicle routes, using energy-efficient air conditioning, and recycling office supplies, while also assessing physical and transition risks from climate change and developing corresponding mitigation plans Environmental Performance Indicators | Environmental Performance Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tCO2e | 103.76 | 98.28 | | Greenhouse Gas Emission Intensity | tCO2e/million HKD revenue | 1.46 | 1.44 | | Total Electricity Consumption | MWh | 208.85 | 211.95 | | Total Water Consumption | m³ | 624.00 | 644.50 | | Total Non-hazardous Waste | tonnes | 1.26 | 1.04 | - The Group identified physical risks (e.g., extreme weather impacting transportation) and transition risks (e.g., tightening environmental regulations) from climate change, and has developed mitigation plans and emergency preparedness[532][533] Social (B) Regarding social responsibility, the Group focuses on employee well-being, labor standards, supply chain management, product responsibility, anti-corruption, and community investment; during the reporting period, total employees were 103, with a turnover rate of 18.45%, significantly lower than last year's 39.48%; the Group provided approximately 608 hours of employee training; in product responsibility, the Group strictly adhered to quality standards, with no product recalls due to safety or health concerns; additionally, the Group actively participated in community initiatives like clothing donation and environmental recycling programs Employee Data (as of March 31) | Employee Data (as of March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Total Employees | 103 | 113 | | Employee Turnover Rate | 18.45% | 39.48% | - During the reporting period, lost workdays due to work-related injuries were 0 days, a significant improvement from 7 days last year and 256 days the year before[558] - The Group provided approximately 608 hours of employee training, averaging about 5.9 hours per trained employee[562] - The Group strictly adheres to product responsibility standards, with no product or service-related complaints or recalls due to safety or health concerns during the reporting period[585][596] - The Group established a zero-tolerance anti-corruption policy and whistleblowing mechanism, providing comprehensive anti-corruption training for directors and employees, with no concluded corruption litigation cases during the year[607][609][614] - The Group actively participates in community investment, including old clothing donation programs in Chongqing and Hong Kong, and computer and communication product recycling initiatives; its subsidiary was rated as an A-grade taxpayer[619][621][625] Independent Auditor's Report Auditor's Opinion and Key Matters Auditor Pacia CPA Limited issued an unmodified opinion on the Group's consolidated financial statements, deeming them to fairly present the Group's financial position; however, the report highlighted 'material uncertainty related to going concern,' noting the Group's net loss and significant maturing debt raise substantial doubt, despite directors' belief in continued operation; additionally, 'recoverability and impairment assessment of loans and interest receivables' was listed as a key audit matter due to significant management judgment involved - Material Uncertainty Related to Going Concern: The auditor draws attention to the Group's net loss of HKD 15.252 million for the year and approximately HKD 157 million in debts maturing within the next 12 months, with cash and bank balances of only approximately HKD 22.316 million; these conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, on which the auditor did not modify their opinion[653][654][657] - Key Audit Matter: The recoverability and impairment assessment of loans and interest receivables is considered a key audit matter; as of March 31, 2025, the net amount was approximately HKD 277 million, with a loss allowance of approximately HKD 30.11 million; the measurement of Expected Credit Losses (ECL) involves significant management judgment and complex assumptions (e.g., Probability of Default (PD), Loss Given Default (LGD)), posing risks of subjectivity and management bias[659][660][661] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group's revenue was HKD 71.1 million, a 4.4% increase from HKD 68.09 million last year; annual loss narrowed to HKD 15.25 million from HKD 17.79 million, with basic and diluted loss per share attributable to owners of the company at 2.44 HK cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD '000) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 71,095 | 68,087 | | Loss before tax | (16,191) | (19,762) | | Loss for the year | (15,252) | (17,790) | | Loss for the year attributable to owners of the company | (15,218) | (16,217) | | Total comprehensive expense for the year | (19,689) | (36,289) | | Basic and diluted loss per share (HK cents) | (2.44) | (2.60) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD 337 million, total liabilities HKD 188 million, and total equity increased to HKD 149 million from HKD 113 million last year; net current assets significantly increased from HKD 63.75 million to HKD 128 million, indicating improved liquidity Consolidated Statement of Financial Position | Item (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 21,703 | 51,596 | | Current assets | 315,284 | 299,212 | | Total Assets | 336,987 | 350,808 | | Current liabilities | 187,581 | 235,464 | | Non-current liabilities | 477 | 2,060 | | Total Liabilities | 188,058 | 237,524 | | Total Equity | 148,929 | 113,284 | | Net Current Assets | 127,703 | 63,748 | Consolidated Statement of Cash Flows This year, the Group experienced a net cash outflow of HKD 5.35 million from operating activities, a net cash inflow of HKD 1.1 million from investing activities, and a net cash outflow of HKD 7.54 million from financing activities; cumulatively, cash and cash equivalents decreased by HKD 11.78 million, with an ending balance of HKD 22.32 million Consolidated Statement of Cash Flows | Cash Flow Item (HKD '000) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (5,345) | (9,456) | | Net cash from investing activities | 1,104 | 9,562 | | Net cash used in financing activities | (7,543) | (36,832) | | Net decrease in cash and cash equivalents | (11,784) | (36,726) | | Cash and cash equivalents at beginning of year | 34,435 | 72,911 | | Cash and cash equivalents at end of year | 22,316 | 34,435 | Notes to the Consolidated Financial Statements The notes to the financial statements provide detailed explanations of the Group's accounting policies, key accounting judgments, and various financial statement items, focusing on the going concern assumption, impairment assessment of loans and interest receivables, related party transactions, share-based payments, and segment information; Note 2 specifically states that despite significant uncertainties, directors believe the Group can continue as a going concern; Notes 24 and 25 detail the composition, aging, and impairment provisions for loans and trade receivables; Note 36 discloses details of the 38% equity disposal in Hackett - Note 2 details management's assessment of the company's going concern ability, stating that despite net losses and significant maturing debt, directors believe the company can continue operations through measures like non-demand agreements with shareholders and improved cash flow strategies[709][710][712] - Note 24 discloses that as of March 31, 2025, total loans and interest receivables amounted to HKD 307 million, with a loss allowance of HKD 30.11 million; unsecured loans constitute a higher proportion within the loan portfolio[1235][1238] - Note 36 discloses the disposal of a 38% equity interest in Hackett to a related party for HKD 56.4 million, settled by offsetting amounts due to a shareholder, resulting in a HKD 59.16 million reduction in capital reserve[1320][1324][1326] - Note 38 details changes in the share option scheme, with 1.9 million options lapsing during the year due to director and employee resignations, and another 85.92 million options granted under specific mandate lapsing unexercised upon expiry[1365] Five-Year Financial Summary This chapter provides a summary of the Group's key performance and financial position data for the past five fiscal years; the data indicates a declining trend in the Group's total assets and total equity over the past five years, with revenue peaking in 2022 before declining, and continuous losses recorded in the last three years Five-Year Financial Summary | Item (HKD '000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 71,095 | 68,087 | 97,174 | 130,492 | 106,896 | | (Loss) Profit before tax | (16,191) | (19,762) | 9,487 | (16,661) | (46,030) | | Assets and Liabilities | | | | | | | Total Assets | 336,987 | 350,808 | 432,278 | 618,522 | 649,423 | | Total Liabilities | (188,058) | (237,524) | (282,705) | (442,255) | (410,331) | | Total Equity | 148,929 | 113,284 | 149,573 | 176,267 | 239,092 |