科利实业控股(01455) - 2025 - 年度财报

Company Information Board of Directors and Committees This section details the composition of the Board of Directors, its committees, and key corporate officers - The Board of Directors consists of three executive and three independent non-executive directors, with Mr. Li Shuye serving as Chairman and CEO[3] Principal Places of Business and Advisors This section outlines the company's key operational locations and details its registered office, share registrar, principal bankers, and auditor - The company's primary production base and principal place of business are located in Shenzhen, China, with an additional principal place of business in Hong Kong[3][4] - The company's auditor is Shinewing (HK) CPA Limited[3] Chairman's Statement The Chairman's Statement reviews the financial year 2025 performance, noting a slight 1.6% revenue growth to HKD 272 million despite uneven global economic recovery and cost pressures, while net profit increased by 7.8% to HKD 41.7 million due to prudent cost control and higher interest income, with future strategies focusing on diversifying clients and developing OBM business amidst trade challenges, and a final and special dividend proposed Key Performance Indicators for FY2025 | Indicator | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue (Million HKD) | 272.3 | 268.0 | +1.6% | | Net Profit (Million HKD) | 41.7 | 38.7 | +7.8% | | Basic EPS (HK cents) | 3.3 | 3.0 | +10.0% | - Performance Drivers and Challenges: - Growth Drivers: Increased sales of hair straighteners and curlers to the US market[5] - Offsetting Factors: Decreased sales of hair dryers to the Japanese market and a decline in average selling prices for hair styling products led to lower gross profit and gross margin[6] - Profit Growth: Net profit growth was primarily driven by a significant reduction in own-brand marketing expenses and increased interest income[6] - Future Challenges and Strategies: - Key Challenges: US trade protectionism (tariffs) pressures China-based production, a major US client adopted cautious procurement, and demand for an older hair dryer model from a key Japanese client decreased[6][7] - Response Strategies: Actively expand the non-US client base and collaborate with existing and new clients to develop innovative products to enhance competitiveness and diversify revenue streams[7] - The Board recommends a final dividend of 1.5 HK cents per share and a special dividend of 2.0 HK cents per share, with no dividends paid in the previous fiscal year[8] Management Discussion and Analysis Business Review Amidst a complex macroeconomic environment, the Group's total revenue for FY2025 slightly increased by 1.6% to HKD 272 million, driven by hair straightener and curler sales, while gross profit declined by 6.1% to HKD 91.5 million due to lower hair dryer average selling prices, and profit attributable to equity holders grew by 7.8% to HKD 41.7 million due to controlled marketing expenses and increased interest income FY2025 Financial Performance Summary | Financial Indicator | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue (Million HKD) | 272.3 | 268.0 | +1.6% | | Gross Profit (Million HKD) | 91.5 | 97.4 | -6.1% | | Gross Margin | 33.6% | 36.3% | -2.7pp | | Profit Attributable to Equity Holders (Million HKD) | 41.7 | 38.7 | +7.8% | | Net Profit Margin | 15.3% | 14.4% | +0.9pp | Outlook For FY2026, the Group faces significant challenges from US trade protectionism and tariffs, impacting its China-based production and US export market, leading to delayed orders from a major US client and decreased demand for an older hair dryer model in Japan, prompting management to negotiate solutions, expand non-US clientele, enhance production efficiency, control costs, and strengthen R&D while developing OBM business - Core challenges stem from US trade tariffs, leading to delayed orders from a major US client and decreased demand for older products in the Japanese market[13] - Mitigation strategies include: - Negotiating tariff cost sharing with US clients[13] - Actively expanding the non-US client base, with one new client successfully developed recently[14] - Enhancing internal operational efficiency, including increased automation, stable supply chain, and strict cost control[14] - Adhering to prudent financial principles, with strict control over inventory and cash flow[14] Financial Review This section details the Group's financial performance, noting a 1.6% revenue increase, but gross margin pressure due to lower average selling prices, a significant 54.1% decrease in selling and distribution expenses, a slight 5.6% rise in administrative expenses due to OBM business development, and ultimately a 7.8% net profit growth driven by effective cost control and increased interest income Revenue Total revenue slightly increased by 1.6% from HKD 268 million to HKD 272 million, primarily driven by increased sales of hair care products within personal care electrical appliances Revenue Details | Item | FY2025 (Million HKD) | FY2024 (Million HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Total Revenue | 272.3 | 268.0 | +1.6% | Gross Profit and Gross Margin Gross profit decreased by 6.1% to HKD 91.5 million, and gross margin declined by 2.7 percentage points to 33.6%, primarily due to a decrease in the average selling price of hair styling products compared to the previous fiscal year Gross Profit and Gross Margin Details | Item | FY2025 | FY2024 | Change Rate | | :--- | :--- | :--- | :--- | | Gross Profit (Million HKD) | 91.5 | 97.4 | -6.1% | | Gross Margin | 33.6% | 36.3% | -2.7pp | Selling and Distribution Expenses Selling and distribution expenses significantly decreased by 54.1% to HKD 9.6 million, primarily due to reduced marketing and promotional expenses for own-brand beauty products in the China and Hong Kong markets Selling and Distribution Expenses Details | Item | FY2025 (Million HKD) | FY2024 (Million HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 9.6 | 20.9 | -54.1% | Liquidity, Financial Resources, and Capital Structure The Group maintains a robust financial position, primarily relying on operating cash flow and shareholder contributions, with cash and bank balances increasing to HKD 317 million at period-end, no bank borrowings, and a zero gearing ratio, while facing foreign exchange risk between USD sales revenue and RMB procurement costs without hedging activities - As of March 31, 2025, the Group's cash and bank balances were approximately HKD 317 million, an increase from HKD 254 million in the prior year[23] - The Group had no bank borrowings and a zero gearing ratio at the end of the reporting period[25] - The Group faces foreign exchange risk as sales are primarily denominated in USD while most raw material purchases are in RMB, with no currency hedging activities undertaken[26] Employees and Remuneration Policy As of March 31, 2025, the Group's total number of employees decreased from 446 to 344, yet total staff costs increased from HKD 56.6 million to HKD 58.3 million, primarily due to increased headcount for OBM business development and severance payments from ODM business streamlining Employee Headcount and Cost Changes | Item | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Total Employees (Persons) | 344 | 446 | | Total Staff Costs (Million HKD) | 58.3 | 56.6 | Directors and Senior Management This section provides detailed biographical information for the company's Board of Directors and senior management team, covering their professional experience, educational backgrounds, responsibilities within the Group, and other listed company appointments for executive directors, independent non-executive directors, and senior management including the Financial Controller, Assistant General Manager, and Chief Engineer - The executive director team comprises industry veterans, with Chairman Mr. Li Shuye possessing over 35 years of industry experience and responsible for overall Group strategy; his daughter Ms. Li Chen oversees overall operations and financial management; and Ms. Tang Shuk Yee manages the Shenzhen subsidiary's operations[34][36][38] - The independent non-executive director team brings diverse professional backgrounds in corporate finance, accounting and auditing, and electrical appliance manufacturing, providing independent opinions to the Board[40][43][46] - Senior management possesses extensive experience in key areas such as finance, human resources, procurement and logistics, and product engineering, supporting the Group's daily operations and technological development[48][51][52][53] Report of the Directors Principal Activities and Dividends The Group primarily engages in ODM business for personal care and lifestyle electrical appliances while also developing OBM business, with the Board recommending a final dividend of 1.5 HK cents per share and a special dividend of 2.0 HK cents per share - The core business model is ODM, with active expansion into OBM[56] - A final dividend of 1.5 HK cents and a special dividend of 2.0 HK cents are recommended[58] Major Customers and Suppliers The Group exhibits very high customer concentration, with the top five customers accounting for 99.6% of total revenue and the largest customer contributing 34.5%, while supplier concentration is lower, with the top five suppliers representing 40.1% of total purchases Customer and Supplier Concentration | Item | Percentage (FY2025) | Percentage (FY2024) | | :--- | :--- | :--- | | Sales to Top 5 Customers as % of Total Revenue | 99.6% | 99.3% | | Sales to Largest Customer as % of Total Revenue | 34.5% | 31.1% | | Purchases from Top 5 Suppliers as % of Total Purchases | 40.1% | 39.5% | | Purchases from Largest Supplier as % of Total Purchases | 14.7% | 10.2% | Directors and Interests This section discloses directors' service contracts, remuneration, and interests in company shares and short positions, noting Chairman Mr. Li Shuye holds 36.67% of shares through a controlled corporation, confirms the independence of independent non-executive directors, and outlines directors' interests in competing businesses and significant contracts - Chairman Mr. Li Shuye holds 468,750,000 shares, representing 36.67% of the issued share capital, through his wholly-owned Ace Champion Inc[104][109] - Executive directors' service contracts are for three years and automatically renewable; independent non-executive directors are appointed for a three-year term as well[79][81] Share Option Scheme The company adopted a share option scheme in August 2020 to incentivize eligible individuals contributing to the Group's development, with no options granted since its adoption, and a maximum of 125 million shares, or approximately 9.78% of issued share capital, available for issuance under the scheme - Since the adoption of the share option scheme and up to the date of this report, no share options have been granted under the scheme[90] - The maximum number of shares that may be issued under the share option scheme is 125,000,000 shares, representing approximately 9.78% of the issued share capital[97] Use of Proceeds from Global Offering As of March 31, 2025, approximately HKD 36.3 million (54.8%) of the HKD 66.2 million net proceeds from the global offering has been utilized, with the company reallocating unutilized funds from capacity expansion and R&D to introducing new own-brand products and strengthening global sales and marketing efforts, leaving approximately HKD 29.9 million unutilized Changes in Use of Proceeds and Utilization (Million HKD) | Business Objective | Original Allocation | Revised Allocation (Unutilized Portion) | Amount Utilized During Reporting Period | Remaining Unutilized | | :--- | :--- | :--- | :--- | :--- | | Expansion and Upgrade of Production Facilities | 36.1 | – | – | – | | Enhancement of Research and Engineering Capabilities | 16.4 | – | – | – | | Introduction of Own-Brand New Products | 8.5 | 19.3 | 1.8 | 17.5 | | Strengthening Sales and Marketing Efforts | 2.3 | 17.5 | 6.7 | 10.8 | | Upgrade of Information Technology Systems | 2.9 | 1.9 | 0.3 | 1.6 | | Total | 66.2 | 38.7 | 8.8 | 29.9 | - The estimated timeline for utilizing the remaining net proceeds is before June 2026[124] Corporate Governance Report Corporate Governance Practices and Compliance The company is committed to maintaining high corporate governance standards, complying with all Code Provisions of the Corporate Governance Code in FY2025, with the sole deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Li Shuye, which the Board believes provides strong and stable leadership for effective business strategy execution - During the reporting period, the company complied with all Code Provisions of the Corporate Governance Code, with only one deviation[136] - The deviation is that the roles of Chairman and Chief Executive Officer are not segregated, both held by Mr. Li Shuye, which the Board believes facilitates swift decision-making and efficient execution[138] Board and Board Committees The Board, comprising six directors (three executive, three independent non-executive), is responsible for leading and overseeing the Group's overall operations, holding five meetings during the period with full attendance, and is supported by Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors, which met to fulfill their respective duties including reviewing financial reports, remuneration policies, and board composition Board and Committee Meeting Attendance | Committee | Meetings Held | Core Responsibilities | | :--- | :--- | :--- | | Board of Directors | 5 | Leading, controlling, and overseeing overall company operations | | Audit Committee | 3 | Reviewing financial reports, internal controls, and risk management | | Remuneration Committee | 2 | Reviewing remuneration policy and structure | | Nomination Committee | 1 | Reviewing board structure, size, and composition | - A Board diversity policy has been adopted, with the current female to male ratio on the Board being 1:2, and the Nomination Committee deems it unnecessary to set numerical targets for gender diversity at this time[164] Internal Control and Risk Management The Board is responsible for maintaining the Group's risk management and internal control systems, which were annually reviewed for effectiveness via the Audit Committee, and an external independent consultant's internal control review found no material deficiencies, with the Board deeming existing close monitoring by executive directors and senior management sufficient to fulfill internal audit functions despite the absence of a dedicated internal audit department - The Board confirms the Group's internal control procedures and risk management functions are effective and adequate[175] - The company has not established an independent internal audit department, but believes existing management oversight mechanisms adequately fulfill internal audit functions[176] - The company has adopted policies on inside information, anti-bribery and corruption, and whistleblowing to ensure compliant operations[172][179][182] Shareholders' Rights and Communication The company clarifies mechanisms safeguarding shareholder rights, including the right of shareholders holding at least 10% of paid-up capital to requisition an extraordinary general meeting, and has adopted dividend and shareholder communication policies, committing to effective engagement through general meetings, periodic reports, and its website - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to requisition the Board to convene an extraordinary general meeting[190] - The company has adopted a dividend policy, where payout decisions consider the Group's financial performance, cash flow, business strategies, and future investment needs, among other factors[193][196] Independent Auditor's Report Shinewing (HK) CPA Limited, the independent auditor, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming they present a true and fair view of the Group's financial position, performance, and cash flows in accordance with relevant accounting standards and regulations, with 'Recognition of revenue from sales of goods' highlighted as a key audit matter, and noting the prior year's financial statements were audited by a different firm - The auditor issued an unmodified opinion on the consolidated financial statements for the current year[201] - A key audit matter identified was 'Recognition of revenue from sales of goods', for which the auditor performed procedures including policy evaluation, internal control testing, and sample checks of sales transactions[203][206] - The report notes a change in auditor on December 13, 2024, from PricewaterhouseCoopers to Shinewing (HK) CPA Limited[131][208] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group recorded revenue of HKD 272 million, a 1.6% year-on-year increase, and despite a decline in gross profit, operating profit rose to HKD 41.91 million due to a significant reduction in selling and distribution expenses, with profit for the year reaching HKD 41.71 million, a 7.8% increase, boosted by higher finance income Consolidated Statement of Profit or Loss Summary (Thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 272,312 | 268,024 | | Gross Profit | 91,474 | 97,365 | | Operating Profit | 41,910 | 39,709 | | Profit Before Income Tax | 52,113 | 48,821 | | Profit for the Year | 41,705 | 38,716 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD 497 million, total liabilities HKD 42.84 million, and net assets (total equity) increased to HKD 454 million, with net current assets significantly rising to HKD 365 million, indicating strong short-term solvency, and cash and bank balances forming the largest component of current assets at HKD 317 million Consolidated Statement of Financial Position Summary (Thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 98,834 | 110,468 | | Current Assets | 398,333 | 365,448 | | Total Assets | 497,167 | 475,916 | | Equity and Liabilities | | | | Total Equity | 454,331 | 414,111 | | Non-current Liabilities | 9,244 | 10,070 | | Current Liabilities | 33,592 | 51,735 | | Total Liabilities | 42,836 | 61,805 | Consolidated Statement of Cash Flows This year, net cash generated from operating activities significantly improved to HKD 72.07 million from HKD 39.47 million last year, primarily due to reduced inventories and trade receivables, while net cash used in investing activities was HKD 7.35 million, mainly for property, plant, and equipment purchases, and net cash used in financing activities was HKD 0.94 million, resulting in a net increase in cash and cash equivalents of HKD 63.79 million for the year Consolidated Statement of Cash Flows Summary (Thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 72,074 | 39,468 | | Net Cash Used in Investing Activities | (7,345) | (7,007) | | Net Cash Used in Financing Activities | (940) | (25,288) | | Net Increase in Cash and Cash Equivalents | 63,789 | 7,173 | | Cash and Cash Equivalents at Year-End | 317,258 | 253,573 | Five-Year Financial Summary This section presents key financial data for the Group from FY2021 to FY2025, showing revenue peaked in FY2022 before stabilizing in the last two years, while profit for the year remained relatively stable, and total assets and total equity consistently grew over five years, with total liabilities significantly decreasing after reaching a high in FY2022, indicating an optimized capital structure Five-Year Performance Trend (Thousand HKD) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 272,312 | 268,024 | 365,561 | 473,390 | 437,446 | | Profit for the Year | 41,705 | 38,716 | 64,205 | 59,721 | 58,139 | Five-Year Assets and Liabilities Trend (Thousand HKD) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 497,167 | 475,916 | 456,779 | 470,034 | 427,134 | | Total Liabilities | 42,836 | 61,805 | 51,415 | 105,251 | 79,676 | | Total Equity | 454,331 | 414,111 | 405,364 | 364,783 | 347,458 |