源想集团(08401) - 2025 - 年度财报

Corporate Information The report details the company's basic information, including board members, committee compositions, and key advisors - The report provides comprehensive details on the company's corporate structure, including the Board of Directors, committee compositions, registered office, principal bankers, and auditor[6][7][8] Financial Highlights The Group's financial performance improved significantly, with revenue growth and a substantial reduction in net loss - For the year ended March 31, 2025, the Group's financial performance showed marked improvement, with gross profit increasing by nearly 95% and the annual loss narrowing significantly from approximately HK$13.21 million to HK$4.89 million, driven by higher revenue and cost reductions[9] - The Board of Directors has recommended that no final dividend be paid for the year[9] Financial Performance Summary | Metric | For the year ended March 31, 2025 | For the year ended March 31, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$13,157,000 | Approx. HK$11,767,000 | +11.8% | | Gross Profit | Approx. HK$7,818,000 | Approx. HK$4,012,000 | +94.9% | | Loss for the year | Approx. HK$4,891,000 | Approx. HK$13,209,000 | -63.0% | | Proposed Dividend | Nil | Nil | - | Chairman's Statement The Group achieved stable growth in key markets and strengthened its financial base through a successful rights issue - The Group achieved stable and moderate growth in its key markets of Hong Kong, Taiwan, and Southeast Asia, with a strategic focus on revitalizing sales, enhancing brand awareness, and strengthening sales support[10][11] - The company successfully completed a rights issue, raising net proceeds of approximately HK$35.0 million, which provides a solid financial foundation for future expansion[11] Regional Revenue Growth | Region | Revenue Growth (Y-o-Y) | | :--- | :--- | | Hong Kong | +5.8% | | Taiwan | +21.6% | | Southeast Asia | +58.6% | Management Discussion and Analysis This section reviews the Group's business performance, financial results, and future outlook, highlighting growth strategies and risk management Business Review The Group's core online advertising business saw an 11.8% revenue increase, with Hong Kong remaining the primary market - Despite economic challenges and market competition, the Group successfully boosted client engagement and revenue by launching targeted promotions, trial incentives, and new services on emerging platforms like Threads[17][19] Geographical Revenue Breakdown | Region | FY2025 Revenue Contribution | FY2024 Revenue Contribution | FY2025 Revenue (HK$) | Y-o-Y Growth | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 67.9% | 71.8% | 8,937,000 | +5.8% | | Taiwan | 26.0% | 23.9% | 3,416,000 | +21.6% | | Southeast Asia | 6.1% | 4.3% | 804,000 | +58.6% | Outlook The Group is optimistic about future growth, planning to use its HK$35 million in new capital for regional expansion and technology upgrades - The company plans to allocate approximately HK$16.8 million from the rights issue proceeds for geographical expansion in China and Southeast Asia, focusing on replicating its success in the Thai market and tailoring strategies for platforms like Xiaohongshu and Douyin[20] - Approximately HK$6.4 million will be used to enhance technological infrastructure, including affiliate and advertising services on platforms like Facebook and Instagram, and to upgrade its mobile application and AI-driven data management capabilities[20] Financial Review Financial performance improved significantly as the net loss narrowed to HK$4.89 million, driven by revenue growth and cost reductions Key Financial Metrics | Financial Item | FY2025 (HK$ '000) | FY2024 (HK$ '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 13,157 | 11,767 | +11.8% | | Cost of services | (5,339) | (7,755) | -31.2% | | Gross profit | 7,818 | 4,012 | +94.9% | | Selling and distribution costs | (4,138) | (5,944) | -30.4% | | Administrative and other operating expenses | (8,613) | (11,430) | -24.6% | | Net loss for the year | (4,891) | (13,209) | -63.0% | Liquidity and Financial Resources The Group maintained a stable liquidity position with a current ratio of 1.6, zero bank borrowings, and no significant contingent liabilities Liquidity Position | Metric | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | Approx. HK$14,300,000 | Approx. HK$15,257,000 | | Total Liabilities | Approx. HK$8,854,000 | Approx. HK$9,781,000 | | Shareholders' Equity | Approx. HK$5,446,000 | Approx. HK$5,476,000 | | Current Ratio | 1.6 times | 1.5 times | | Gearing Ratio | Zero | Zero | Capital Structure and Financing Activities The company strengthened its capital structure through a share placement and a rights issue, raising significant funds for operations and growth - In April 2024, the company raised net proceeds of approximately HK$5.01 million through a new share issuance under the general mandate, which were used to settle trade payables and for working capital[38] - A rights issue was proposed in February 2025 and completed post-reporting period in May, raising gross proceeds of approximately HK$37.2 million and net proceeds of approximately HK$35.0 million for business expansion and working capital[39][46] Principal Risks and Uncertainties The Group identifies key risks including currency fluctuations, market competition, and regulatory changes, with corresponding mitigation measures in place Key Risks and Mitigation Measures | Identified Principal Risks | Key Mitigation Measures | | :--- | :--- | | Adverse foreign currency fluctuations | Convert more foreign currency cash into HKD; monitor currency trends daily | | Increased competition from changing market trends | Engage with micro-influencers for business opportunities; revamp existing service packages | | Loss of customers or members | Maintain good member relationships; launch new reward programs | | Rapid technological advancements | Adopt agile marketing strategies; continuously monitor market and technology changes | | Difficulty in retaining employees | Conduct semi-annual appraisals and salary reviews; improve work environment and team building | | Non-compliance with laws and regulations | Stay updated on regulatory changes; regularly review and update policies | Biographical Details of Directors and Senior Management This section provides detailed biographies of the company's directors and senior management, outlining their professional experience and qualifications - This section provides detailed biographies of the company's executive directors, independent non-executive directors, and senior management, covering their professional backgrounds, work experience, and academic qualifications in marketing, advertising, IT, and financial management[51][55][58][64] Report of the Directors This report covers the Group's principal activities, share option scheme, director interests, and major customer and supplier relationships Principal Activities and Results The company is an investment holding company primarily engaged in providing online advertising services, with no final dividend proposed for the year - The company's core business is the provision of online advertising services[69] - The Board does not recommend the payment of any final dividend for the year ended March 31, 2025[70] Share Option Scheme The company's share option scheme, adopted in 2018, had no options granted, exercised, lapsed, or cancelled during the reporting year - No share options were granted, exercised, lapsed, or cancelled under the scheme during the year, and none were outstanding as at the report date[82] - The total number of shares available for issue under the scheme is 20,000,000, representing approximately 2.95% of the issued shares as at the report date[84] Directors' and Substantial Shareholders' Interests Executive Directors Ms. Zhang Li and Mr. Li Yongliang each indirectly hold a 23.45% interest in the company Shareholder Interests | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital* | | :--- | :--- | :--- | :--- | | Ms. Zhang Li | Interest in a controlled corporation | 56,280,000 | 23.45% | | Mr. Li Yongliang | Interest in a controlled corporation | 56,280,000 | 23.45% | | N-Dynamic Limited | Beneficial interest | 56,280,000 | 23.45% | | Mr. Ru Wenzhen | Beneficial interest | 24,000,000 | 10.00% | | Mr. Wang Zenglin | Beneficial interest | 14,000,000 | 5.83% | *Percentage is based on the number of issued shares as at March 31, 2025 Major Customers and Suppliers The Group exhibits a high concentration of customers and suppliers, with the top five accounting for significant portions of revenue and costs Customer and Supplier Concentration | Concentration Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Largest customer's % of revenue | 22.5% | 11.7% | | Top 5 customers' % of revenue | 48.0% | 37.2% | | Largest supplier's % of cost of services | 31.0% | 48.6% | | Top 5 suppliers' % of cost of services | 62.3% | 79.0% | Corporate Governance Report This report details the company's governance practices, board structure, and risk management framework, confirming compliance with most code provisions Corporate Governance Practices The company complied with the Corporate Governance Code, with the only deviation being the absence of a separate Chairman and CEO - The company complied with all code provisions of the Corporate Governance Code, with the sole deviation being the lack of separate Chairman and CEO roles (deviation from code provision C.2.1), with duties shared by Executive Directors Ms. Zhang Li and Mr. Li Yongliang[122][128] Board of Directors and Committees The Board comprises five executive and three independent non-executive directors, with Audit, Remuneration, and Nomination committees in place - During the year, the Audit Committee held 4 meetings, the Remuneration Committee held 3 meetings, and the Nomination Committee held 2 meetings to fulfill their respective duties[141][142][144] Board Committee Composition | Committee | Chairman | Members | | :--- | :--- | :--- | | Audit Committee | Mr. Ho Ho Tung (INED) | Mr. Fan Tak Wai (INED), Mr. Kwan Chi Hong (INED) | | Remuneration Committee | Mr. Fan Tak Wai (INED) | Mr. Ho Ho Tung (INED), Mr. Li Yongliang (ED) | | Nomination Committee | Mr. Kwan Chi Hong (INED) | Mr. Ho Ho Tung (INED), Ms. Zhang Li (ED) | Risk Management and Internal Control The Board is responsible for the Group's risk management and internal control systems, which it deems adequate and effective - The Group's risk management framework is based on a 'Three Lines of Defence' model, with the first line being executive directors and management, the second being the Financial Controller and Company Secretary, and the third being the outsourced internal audit function[158][160] - The Board reviewed the effectiveness of the risk management and internal control systems for the year ended March 31, 2025, and considered them adequate and effective[161] Independent Auditor's Report The auditor issued an unmodified opinion on the financial statements, identifying the provision for ECL on trade receivables as a key audit matter - The auditor, HLB Hodgson Impey Cheng Limited, issued an unmodified opinion, stating that the financial statements give a true and fair view of the Group's financial position, financial performance, and cash flows[171] - The Key Audit Matter was the 'provision for expected credit losses (ECL) on trade receivables' due to the significant management judgment and subjectivity involved, which increases the risk of error or potential management bias[173][175][176] Consolidated Financial Statements This section presents the Group's consolidated statements of profit or loss, financial position, and cash flows for the financial year Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's revenue grew to HK$13.16 million, and the loss for the year narrowed significantly to HK$4.89 million Statement of Profit or Loss | Item (HK$ '000) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 13,157 | 11,767 | | Gross profit | 7,818 | 4,012 | | Loss from operations | (4,874) | (13,192) | | Loss for the year | (4,891) | (13,209) | | Basic loss per share (HK$) | (0.02) | (0.07) | Consolidated Statement of Financial Position As at March 31, 2025, the Group's total assets were HK$14.30 million, with net assets remaining stable at HK$5.45 million Statement of Financial Position | Item (HK$ '000) | As at Mar 31, 2025 | As at Mar 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 260 | 421 | | Current assets | 14,040 | 14,836 | | Total assets | 14,300 | 15,257 | | Current liabilities | 8,854 | 9,679 | | Non-current liabilities | – | 102 | | Total liabilities | 8,854 | 9,781 | | Net assets | 5,446 | 5,476 | Consolidated Statement of Cash Flows The year saw a net cash outflow from operating activities of HK$8.37 million, with year-end cash standing at HK$6.30 million Statement of Cash Flows | Item (HK$ '000) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (8,372) | (8,299) | | Net cash from investing activities | 45 | 5,753 | | Net cash from/(used in) financing activities | 4,696 | (357) | | Net decrease in cash and cash equivalents | (3,631) | (2,903) | | Cash and cash equivalents at end of year | 6,299 | 9,938 | Notes to the Financial Statements This section provides detailed disclosures on significant accounting policies and specific items in the financial statements Note 5: Revenue and Segment Reporting The Group operates as a single reportable segment, with Hong Kong being the largest geographical market, contributing 67.9% of total revenue - Revenue from the Group's largest customer was HK$2.96 million, accounting for 22.5% of total revenue, an increase in concentration from the prior year's 11.7%[245] Revenue by Geographical Location | Region | FY2025 Revenue (HK$ '000) | FY2024 Revenue (HK$ '000) | | :--- | :--- | :--- | | Hong Kong | 8,937 | 8,450 | | Taiwan | 3,416 | 2,810 | | Southeast Asia | 804 | 507 | | Total | 13,157 | 11,767 | Note 9: Directors' Remuneration Total directors' remuneration for the year was HK$3.78 million, a significant decrease from the previous year's HK$6.21 million Directors' Remuneration Breakdown | Remuneration Category (HK$ '000) | FY2025 | FY2024 | | :--- | :--- | :--- | | Directors' fees | 807 | 945 | | Discretionary bonus | 37 | 37 | | Salaries, allowances and benefits in kind | 2,860 | 5,142 | | Retirement scheme contributions | 71 | 90 | | Total | 3,775 | 6,214 | Note 24: Capital and Reserves The company increased its capital through a share placement in April 2024, raising net proceeds of approximately HK$5.06 million - On April 30, 2024, the company completed a subscription of 39,999,996 shares at HK$0.1265 per share, raising net proceeds of approximately HK$5.06 million, which increased share capital by approximately HK$0.40 million and the share premium account by approximately HK$4.66 million[284] Note 31: Events After the Reporting Period Subsequent to the reporting period, the company completed a rights issue in May 2025, raising net proceeds of approximately HK$35.0 million - On May 15, 2025, the company completed a rights issue, raising gross proceeds of approximately HK$37.2 million and net proceeds (after expenses) of approximately HK$35.0 million[308] Financial Summary This five-year summary shows a rebound in revenue this year, the lowest net loss in five years, and a continuing decline in net assets - The five-year financial summary shows that after a period of decline, Group revenue rebounded in the current year, while the annual loss was the lowest in five years, though the net asset base has continued to shrink over the period[309] Five-Year Financial Summary | Item (HK$ '000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 13,157 | 11,767 | 15,105 | 18,320 | 23,408 | | Loss before tax | (4,891) | (13,206) | (15,997) | (13,069) | (9,417) | | Loss for the year attributable to owners | (4,891) | (13,209) | (16,349) | (13,128) | (9,535) | | Assets and Liabilities | | | | | | | Total assets | 14,300 | 15,257 | 25,920 | 42,763 | 56,243 | | Total liabilities | (8,854) | (9,781) | (8,226) | (9,262) | (9,400) | | Net assets | 5,446 | 5,476 | 17,694 | 33,501 | 46,843 |