F8企业(08347) - 2025 - 年度财报

Chairman's Statement Performance Overview and Outlook The Chairman's report highlights 19.2% revenue growth and a significant reduction in net loss to 0.8 million HKD for FY2025, driven by diesel sales and cost efficiencies, with an optimistic market outlook due to infrastructure investments Key Financial Performance | Indicator | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. 345.8 million HKD | Approx. 290.0 million HKD | +19.2% | | Net Loss | Approx. 0.8 million HKD | Approx. 8.6 million HKD | -90.7% | - Key drivers for the reduction in net loss include increased diesel sales and transportation business, reversal of expected credit loss provisions for financial assets, reduced other losses, and lower finance costs[19] - The company maintains an optimistic market outlook, primarily due to stable public infrastructure investments in Hong Kong, such as railway network expansion and the airport's third runway project, which are expected to drive diesel demand[24] - As of March 31, 2025, the Group operates 8 diesel tank trucks, 1 marine diesel barge, 1 vessel, and 1 tugboat to support its business operations[20] Management Discussion and Analysis Business and Industry Review The Group's core business involves selling and transporting diesel and related products in Hong Kong, primarily to construction companies, with diesel sales accounting for 98.5% of FY2025 revenue, maintaining an optimistic market outlook due to stable economic growth and infrastructure investments - The Group's primary business is the sale and transportation of diesel, marine diesel, and lubricants in Hong Kong, mainly serving construction companies that require diesel for their engineering machinery operations[28] Revenue Contribution by Product Category | Product Category | FY2025 Revenue Contribution | FY2024 Revenue Contribution | | :--- | :--- | :--- | | Diesel | 98.5% | 98.2% | | Marine Diesel | 1.0% | 1.3% | | Lubricants | 0.5% | 0.5% | - Stable public infrastructure investments in Hong Kong, including railway expansion and the airport's third runway project, provide an optimistic outlook for the diesel and marine diesel sales market[35] Financial Review In FY2025, the Group's revenue grew 19.2% to 345.8 million HKD, with gross profit increasing to 17.4 million HKD and net loss significantly narrowing to 0.8 million HKD, driven by revenue growth, expected credit loss reversals, and reduced finance costs Key Financial Performance Summary | Financial Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 345.8 | 290.0 | +19.2% | | Cost of Sales | 328.4 | 275.7 | +19.1% | | Gross Profit | 17.4 | 14.3 | +21.7% | | Gross Profit Margin | 5.0% | 4.9% | +0.1pp | | Loss for the Year | (0.8) | (8.6) | -90.7% | - Revenue growth is primarily attributed to increased demand and sales volume from construction and logistics clients[40] - Other income decreased from 5.5 million HKD to 2.0 million HKD, mainly due to reduced transportation service fees and diesel vehicle rental income[46] - The significant narrowing of net loss was primarily driven by increased diesel business sales and transportation, reversal of expected credit loss provisions for financial assets, reduced other losses, and lower finance costs[50] Liquidity, Capital Resources and Risk Management As of March 31, 2025, the Group maintained a sound financial position with net current assets of 46.7 million HKD and a liquidity ratio of 2.0, while total interest-bearing borrowings significantly decreased, leading to a reduced gearing ratio of 16.0% Liquidity and Capital Resources Summary | Indicator | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Net Current Assets | 46.7 million HKD | 43.8 million HKD | | Current Ratio | 2.0 | 1.6 | | Interest-bearing Borrowings | 14.6 million HKD | 37.2 million HKD | | Gearing Ratio | 16.0% | 40.6% | - Operating primarily in Hong Kong, the Group's foreign exchange risk mainly stems from lubricant distribution transactions settled in RMB, with no hedging activities undertaken during the reporting period[63] - During the reporting period, the Group made no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures[67] - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025[70] Use of Unutilised Proceeds from the Listing and Business Strategy Execution The Group disclosed the use of net proceeds from its 2017 listing, with 5.3 million HKD of the 45.1 million HKD net proceeds remaining unutilized as of March 31, 2025, primarily for diesel tank truck purchases and IT system upgrades, expected to be fully utilized by March 31, 2026 Utilization of Listing Proceeds | Purpose | Planned Use (million HKD) | Utilized (million HKD) | Unutilized (million HKD) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Purchase of Diesel Tank Trucks | 7.8 | 5.0 | 2.8 | Before March 31, 2026 | | Enhancement of IT and Systems | 3.6 | 1.1 | 2.5 | Before March 31, 2026 | | Total | 45.1 | 39.8 | 5.3 | | - Due to recent economic conditions in Hong Kong, the Directors believe it is not an opportune time for business expansion, thus some net listing proceeds were not fully utilized in FY2025 but are planned for use by March 31, 2026[89] - Regarding business strategy execution, marine fuel supply operations became fully operational in 2018, while some diesel tank truck purchases and staff recruitment plans are expected to be completed by March 2026[79][81][83] Employees and Remuneration Policies As of March 31, 2025, the Group had 26 employees with total staff costs of approximately 12.1 million HKD, and its remuneration policy is designed to attract and retain talent based on qualifications, position, performance, and market levels Employee Statistics and Costs | Indicator | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Total Number of Employees | 26 people | 28 people | | Total Staff Costs | Approx. 12.1 million HKD | Approx. 11.0 million HKD | - The Directors' remuneration policy aims to provide market-competitive compensation, reviewed annually based on factors such as comparable companies, company performance, and individual qualifications[93][94] Corporate Governance Report Corporate Governance Practices The Group is committed to high corporate governance standards, complying with GEM Listing Rules, maintaining an effective board with independent committees, providing continuous professional development for directors, and ensuring robust risk management and internal control systems - The company confirms compliance with all applicable code provisions of Appendix C1, Corporate Governance Code, under the GEM Listing Rules[107] - The Board of Directors comprises 3 executive directors and 3 independent non-executive directors, meeting listing rule requirements, with one independent non-executive director possessing professional accounting qualifications[116] - The Board has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors to ensure independence and effective oversight[151][158][168] - The Group engaged external independent professionals for an annual review of its internal control system, implementing remedial measures for identified deficiencies such as accounts receivable credit management and asset acquisition processes[231][232][234] - The company adopted a Board Diversity Policy, with approximately 17% female representation on the Board as of March 31, 2025, and plans to maintain this level[188][191] Environmental, Social and Governance (ESG) Report Environmental Performance The Group is committed to environmental protection, focusing on fleet emissions, achieving significant reductions in air pollutants and GHG emissions in FY2025, and setting targets for further reductions in intensity and waste density through energy-saving and paperless initiatives Environmental Emissions Summary | Emission Category | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Air Pollutant Emissions (kg) | 4,102.74 | 5,811.51 | -29.40% | | Total Greenhouse Gas Emissions (tonnes) | 595.20 | 831.41 | -28.41% | - The Group has set emission reduction targets to decrease air pollutant emissions and annual greenhouse gas emission intensity per unit of output by 3%[295] - In FY2025, the Group generated 628.00 kg of non-hazardous waste, primarily waste paper, which increased year-on-year, with a target to reduce waste density per employee by 3% in the coming year[300][301] - The Group's business activities do not involve significant water consumption or hazardous waste generation, and there were no material non-compliances with environmental laws and regulations during the reporting period[297][304][312] Social Responsibility The Group prioritizes employee well-being and social responsibility, ensuring equal employment opportunities, strict labor standards, a safe working environment with no work-related fatalities, providing training, maintaining strong supplier relationships, and implementing robust anti-corruption policies - As of March 31, 2025, the Group employed 26 staff members and is committed to providing equal opportunities in recruitment, promotion, and remuneration benefits[333] - During the reporting period, the Group reported no serious work-related injuries or fatalities, with 0 lost days due to work-related injuries[353] - The Group strictly prohibits child and forced labor and confirms compliance with relevant laws and regulations during the reporting period[366][368] - The Group collaborates with 23 qualified petroleum suppliers, including 4 major suppliers: Mobil, Caltex, Sinopec, and SHELL[370] - The Group has an anti-corruption policy and whistle-blowing mechanism, with no concluded legal cases concerning corruption against the Group or its employees during the reporting period[386][387] Report of the Board of Directors Directors' and Controlling Shareholders' Interests This section details the interests of directors and major shareholders in the company's shares, confirming Mr. Fong Chun Man as the controlling shareholder with 50.1% through Grand Tycoon Limited, and compliance with non-competition undertakings Directors' and Controlling Shareholders' Interests | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Fong Chun Man | Interest in controlled corporation | 68,897,616 (Long Position) | 50.1% | | Ms. Lo Pui Yee | Spouse's interest | 68,897,616 (Long Position) | 50.1% | | Grand Tycoon Limited | Beneficial owner | 68,897,616 (Long Position) | 50.1% | - The controlling shareholders (Mr. Fong Chun Man and Grand Tycoon Limited) confirmed compliance with all undertakings under the non-competition deed during the reporting period[462] - The company adopted a share option scheme in 2017, but as of March 31, 2025, no share options were granted, exercised, or remained outstanding[479][480] Major Customers and Suppliers In FY2025, the Group experienced high customer and supplier concentration, with the largest customer accounting for 17.6% of total revenue and the largest supplier for 33.4% of total purchases, with no interests from directors or major shareholders in these entities Customer and Supplier Concentration | Concentration Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue from Largest Customer | 17.6% | 9.8% | | Revenue from Top Five Customers | 48.2% | 40.2% | | Purchases from Largest Supplier | 33.4% | 23.9% | | Purchases from Top Five Suppliers | 84.8% | 70.6% | Independent Auditors' Report Audit Opinion and Key Audit Matters Independent auditor UHY CPA Limited issued an unmodified opinion on the Group's FY2025 consolidated financial statements, with the key audit matter identified as 'Impairment Assessment of Trade Receivables' due to management's subjective judgment, which the auditor found sufficiently supported - The auditor concluded that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, issuing an unmodified opinion[573] - The key audit matter identified is 'Impairment Assessment of Trade Receivables', which amounted to approximately 77.76 million HKD with an expected credit loss provision of approximately 16.03 million HKD as of March 31, 2025, involving significant management judgment on factors like aging and customer creditworthiness[580][581] - For the key audit matter, the auditor performed procedures including understanding key controls, sampling aging analysis, inquiring about overdue balances, and evaluating the Expected Credit Loss (ECL) provision methodology, concluding that management's judgments were supported by evidence[583][585][586] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income In FY2025, the Group's revenue reached 345.8 million HKD, with gross profit of 17.37 million HKD and a 5.0% gross profit margin, significantly narrowing the loss for the year to 0.825 million HKD from 8.648 million HKD in the prior year Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Item (thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 345,788 | 289,980 | | Gross Profit | 17,371 | 14,275 | | Operating Profit/(Loss) | 465 | (7,635) | | Loss for the Year | (825) | (8,648) | | Total Comprehensive Loss | (1,027) | (9,557) | | Loss Per Share (HK cents) | (0.60) | (6.29) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were 137.16 million HKD, total liabilities 46.49 million HKD, and net assets 90.67 million HKD, with a notable decrease in trade receivables and a significant reduction in bank and other borrowings Consolidated Statement of Financial Position Summary | Item (thousand HKD) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 44,819 | 48,882 | | Current Assets | 92,337 | 114,941 | | Total Assets | 137,156 | 163,823 | | Current Liabilities | 45,642 | 71,101 | | Non-current Liabilities | 844 | 1,025 | | Total Liabilities | 46,486 | 72,126 | | Net Assets | 90,670 | 91,697 | | Total Equity | 90,670 | 91,697 | Consolidated Statement of Cash Flows In FY2025, the Group generated a net cash inflow of 21.78 million HKD from operating activities, a significant improvement from the prior year's outflow, while investment activities resulted in a 0.395 million HKD net outflow and financing activities a 24.23 million HKD net outflow Consolidated Statement of Cash Flows Summary | Item (thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 21,778 | (7,608) | | Net Cash (Used In)/From Investing Activities | (395) | 49 | | Net Cash Used In Financing Activities | (24,228) | (10,546) | | Net Decrease in Cash and Cash Equivalents | (2,845) | (18,105) | | Cash and Cash Equivalents at Beginning of Year | 10,452 | 28,557 | | Cash and Cash Equivalents at End of Year | 7,607 | 10,452 | Five-Year Financial Summary This five-year financial summary highlights the Group's key performance and financial position from FY2021 to FY2025, showing fluctuating revenue, a return to profitability in FY2021 followed by four years of losses (significantly narrowed in FY2025), and resilient net assets Five-Year Performance Summary | Performance (thousand HKD) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 357,753 | 357,471 | 429,940 | 289,980 | 345,788 | | Profit/(Loss) for the Year | 5,459 | (31,887) | (4,837) | (8,648) | (825) | Five-Year Assets and Liabilities Summary | Assets and Liabilities (thousand HKD) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 214,622 | 181,133 | 184,668 | 163,823 | 137,156 | | Total Liabilities | 82,584 | 85,763 | 83,414 | 72,126 | 46,486 | | Net Assets | 132,038 | 95,370 | 101,254 | 91,697 | 90,670 |