安全货仓(00237) - 2025 - 年度财报

Company Information This section provides essential company registration and governance details, including board members, committees, and key professional advisors Company Overview This section provides basic registration and governance information, listing details of executive and non-executive directors, committee members, company secretary, principal bankers, lawyers, auditors, and registered office and share registrar - The Board of Directors comprises Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man, Non-Executive Director Mr. Li Ka Sze, and three Independent Non-Executive Directors Mr. Lam Ming Leung, Mr. Leung Man Chiu, and Mr. Wong Wai Kei[9] - The chairmen of the company's Audit Committee and Remuneration and Nomination Committee are Independent Non-Executive Directors Mr. Leung Man Chiu and Mr. Lam Ming Leung, respectively[9] Directors and Senior Management Biographies This section details the professional backgrounds and appointments of the company's directors and senior management Directors and Senior Management Background This section details the personal biographies of the company's executive, non-executive, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and appointments within and outside the Group - Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man are siblings, both children of Group founder Mr. Lui San and major shareholder Ms. Chan Koon Fung[10][11] - Newly appointed Executive Director Ms. Lui Wing Man (appointed in December 2023) possesses extensive experience in banking and finance, having served as a Managing Director at JPMorgan Chase Bank, USA[11] Five-Year Financial Summary This section summarizes five-year financial data, highlighting stable revenue, increased loss from property impairment, strong core profit growth, and a robust zero-debt financial position Five-Year Financial Summary The report outlines key financial data for the past five years, showing stable total revenue in FY2025 but a significant increase in loss attributable to shareholders due to expanded fair value impairment of investment properties; however, core profit, excluding this impairment, showed strong growth, and the company maintains zero debt with a robust current ratio Key Financial Indicators (FY2024-2025) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Revenue (HK$ Thousand) | 177,462 | 177,192 | | Loss Attributable to Shareholders (HK$ Thousand) | (265,509) | (122,649) | | Core Profit After Tax (HK$ Thousand) | 129,812 | 84,108 | | Loss Per Share (HK$) | (0.66HK$) | (0.30HK$) | | Core Profit Per Share (HK$) | 0.32HK$ | 0.21HK$ | | Dividend Per Share (HK Cents) | 8HK Cents | 7HK Cents | | Net Asset Value Per Share (HK$) | 8.85HK$ | 9.58HK$ | | Gearing Ratio | – | – | - Core profit is a non-HKFRS measure, excluding fair value impairment of investment properties and loss on asset disposal, better reflecting the Group's principal business profitability[20] - The company has maintained zero interest-bearing borrowings over the past five years, resulting in a zero gearing ratio and a stable financial position[21] Executive Directors' Report The Executive Directors' Report highlights an expanded loss attributable to shareholders due to a significant HK$395 million fair value impairment on investment properties, despite stable total revenue and growth in core profit before tax Dividends The Board recommends a final dividend of HK$0.05 per share, bringing the total FY2025 annual dividend to HK$0.08 per share, an increase from HK$0.07 in the previous fiscal year FY2025 Dividend Details | Dividend Type | Amount Per Share | Previous Year | | :--- | :--- | :--- | | Interim Dividend | 3HK Cents | Not applicable | | Proposed Final Dividend | 5HK Cents | 4.5HK Cents | | Total Annual Dividend | 8HK Cents | 7HK Cents | Business Review This year's loss attributable to shareholders expanded to HK$266 million, primarily due to a HK$395 million investment property fair value impairment; excluding this non-cash item, core profit before tax increased from HK$96.99 million to HK$140 million, with varied segment performance FY2025 Performance Overview (HK$ Thousand) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 177,462 | 177,192 | | Loss Attributable to Shareholders | (265,509) | (122,649) | | Fair Value Loss on Investment Properties | (395,313) | (206,756) | | Core Profit Before Tax | 140,178 | 96,986 | - Warehouse operations segment: Despite a revenue decrease to HK$15.81 million due to slower-than-expected economic recovery, segment loss narrowed from HK$2.04 million to HK$1.23 million through cost control measures like reducing storage area[26] - Property investment segment: While the occupancy rate and rent for the principal property, Cheung Wah Plaza, faced pressure, segment profit (excluding impairment) remained stable at HK$62.51 million due to reduced expenses[27][28] - Financial investment segment: Benefiting from a rebound in the stock market and higher deposit interest, segment profit significantly increased from HK$44.25 million to HK$85.38 million[29][30] Outlook The Group maintains a cautious outlook on future business prospects, with warehouse operations facing uncertainty due to a weak local consumer market, property investment pressured by Hong Kong's 16.3% office vacancy rate, and financial investments potentially impacted by declining HKD interest rates and global market volatility - The property investment segment faces severe challenges, with Hong Kong's overall office vacancy rate remaining high at 16.3%, anticipating continued downward pressure on rents and occupancy rates[32] - The financial investment segment is expected to be affected by declining HKD interest rates, potentially reducing income from interest and fixed-income instruments; global geopolitical uncertainties also heighten investment return volatility[33] Management Discussion and Analysis This section analyzes the Group's financial performance and segment operations, noting enhanced core business profitability despite fair value losses, alongside prudent cost control, robust liquidity, and key operational risks Financial Summary This year's loss attributable to shareholders was HK$266 million, primarily due to a HK$395 million investment property fair value loss; however, excluding non-cash impairment, core profit after tax increased 54% year-on-year to HK$130 million, indicating strong core business performance, though net asset value per share decreased to HK$8.85 Core Profit vs. Reported Loss | Indicator (HK$) | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss Attributable to Shareholders | (265,509,000) | (122,649,000) | | Fair Value Loss on Investment Properties | (395,313,000) | (206,756,000) | | Core Profit After Tax | 129,812,000 | 84,108,000 | Segment Performance Analysis Segment performance varied, with warehouse operations narrowing losses through streamlining, property investment maintaining stable profit (excluding impairment) despite slight declines in Cheung Wah Plaza's occupancy and rent, and financial investment showing a 93% profit surge from rising financial asset fair values and dividend income - Warehouse operations segment: Revenue decreased by 9% to HK$15.81 million, but loss narrowed from HK$2.04 million to HK$1.23 million; the Group optimized resource efficiency by reducing storage capacity[37] - Property investment segment: The average occupancy rate of the principal property, Cheung Wah Plaza, decreased from 89% to 86%; a HK$395 million fair value impairment on the investment property portfolio reflects the weak Hong Kong real estate market[38] - Financial investment segment: Profit significantly increased by 93% to HK$85.38 million, with unrealized profit from financial assets at HK$27.16 million (compared to a loss of HK$3.05 million last year); new listed investment funds totaling HK$113 million were added during the year[40] Operating Costs and Liquidity The Group successfully implemented cost control strategies, reducing staff costs, depreciation, and other operating expenses; its financial position remains strong with HK$824 million in cash and deposits, no borrowings, a zero gearing ratio, and an improved current ratio from 17.1x to 21.4x - All operating costs decreased, with staff costs down 7%, depreciation down 8%, and other operating and administrative costs down 6%, reflecting prudent resource management[42] - As of the reporting period end, the Group held total bank and other deposits, cash, and bank balances of HK$824 million, with no borrowings and a zero gearing ratio[43] Principal Risks and Uncertainties The Group's primary risks are concentrated in the Hong Kong market, with warehousing and office leasing significantly affected by the local economy, interest rates, and government policies, including global economic uncertainty, weak office demand, and financial market volatility impacting investment values - Warehouse operations risk: Global economic and political uncertainties, particularly international trade policies, may pose significant challenges to the warehousing industry[49] - Property investment risk: Weak market demand and rising vacancy rates exert pressure on rental levels and occupancy rates, potentially adversely affecting financial performance[50] - Financial investment risk: Fluctuations in the market value of the investment portfolio and changes in bank deposit interest rates may significantly impact the Group's profitability[51] Corporate Governance Report This report details the company's corporate governance framework, practices, and policies, highlighting compliance with most Listing Rules while noting the ongoing vacancy of the Chairman and CEO roles Corporate Governance Practices and the Board The company complied with all Corporate Governance Code provisions during the reporting year, except for deviations due to the vacant Chairman and CEO positions; the Board, comprising six members with three independent non-executive directors, held four meetings with full attendance - Since April 5, 2015, the positions of Board Chairman and Chief Executive Officer have remained vacant, constituting a deviation from certain provisions of the Corporate Governance Code[58][74] - The Board comprises two Executive Directors, one Non-Executive Director, and three Independent Non-Executive Directors, with independent non-executive directors constituting half the board, meeting Listing Rules requirements[65] Board Committees The Board has Remuneration and Nomination, and Audit Committees; the former handles director and executive nominations and remuneration, adopting a board diversity policy, while the latter, comprising four non-executive directors (three independent), oversees financial reporting, risk management, internal controls, and auditor communication - The Remuneration and Nomination Committee is responsible for reviewing the appointment and remuneration of directors and senior management, and has adopted a nomination policy and a board diversity policy[77][87] - The Audit Committee, chaired by Mr. Leung Man Chiu, consists predominantly of independent non-executive directors and is responsible for overseeing the financial reporting process, risk management, and internal control effectiveness[89][91] Risk Management, Internal Control and Accountability The Board holds full responsibility for risk management and internal control systems, overseen by the Audit Committee; the Group has established a systematic process for risk identification, assessment, management, and monitoring, engaging an independent firm for internal audit functions, and has adopted whistleblowing and anti-corruption policies - The Board reviews the effectiveness of the risk management and internal control systems at least annually, with risk assessments covering four main areas: strategic, operational, financial, and compliance[98][99] - The Group has appointed an independent professional firm to perform internal audit functions, which reviewed warehouse operations and mini-storage operations during the year[105][112] - The company has adopted whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on corrupt practices[107] Shareholder Rights and Communication The company has adopted a shareholder communication policy, engaging through annual and interim reports, general meetings, and its website; the report details shareholder rights and procedures for convening meetings, making inquiries, submitting proposals at AGMs, and nominating directors - Shareholders holding at least 5% of the total voting rights may request to convene a general meeting[114] - The report clarifies the procedure for shareholders to nominate individuals for directorship, requiring relevant notice to be submitted to the company's registered office at least seven days before the general meeting date[118] Social Responsibility and Services Adhering to a 'give back to society' philosophy, the Group actively fulfills corporate social responsibility, consistently earning the 'Caring Company' logo; during the period, it undertook various charitable activities supporting vulnerable groups, culture, education, and sports, while also promoting environmental initiatives like recycling and energy-saving upgrades - The Group continues to be recognized by the Hong Kong Council of Social Service, receiving the '20 Years Plus Caring Company' logo, demonstrating its long-term commitment to social responsibility[125] - Philanthropic endeavors focus on three areas: caring for vulnerable groups, cultural education and community activities, and supporting sports, with collaborations listed including the Hong Kong Red Cross, Po Leung Kuk, and Hong Kong Chinese Orchestra[128] - The Group, with partners, launched the 'Multi-functional Learning Toolbox' initiative, using eco-friendly recycled materials to improve learning conditions for children in confined living spaces[129] Environmental, Social and Governance Report This ninth ESG report details the Group's environmental, social, and governance strategies, measures, and performance, emphasizing key material issues like workplace safety, data privacy, and anti-corruption ESG Governance and Materiality Assessment The Group established a Board-led ESG governance structure with senior management and an ESG working group for implementation; through stakeholder engagement and materiality assessment, 6 'very important' and 10 'important' ESG issues were identified, with workplace health and safety, data privacy, and anti-corruption/anti-money laundering as top priorities - The ESG governance framework comprises three tiers: the Board, senior management, and the ESG Working Group, ensuring effective implementation of ESG strategies[145] - The materiality assessment prioritized 23 ESG issues, with workplace health and safety, data privacy protection, and anti-corruption and anti-money laundering identified as most material to internal and external stakeholders[149][150] Social Performance On the social front, the Group is committed to employee well-being, health, and safety, actively engaging in community building; no work-related fatalities or injuries occurred during the period, labor laws are strictly observed, child and forced labor are prohibited, and community investment significantly increased by 91% to HK$1.13 million, earning continuous 'Caring Company' recognition Occupational Health and Safety Record | Indicator | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | | Number of Work-Related Fatalities/Injuries | 0 | 0 | | Number of Lost Work Days Due to Work-Related Injuries | 0 | 0 | - As of March 31, 2025, the Group had 36 employees, with 53% being female and 72% aged 50 or above[171][172] - Community investment increased by 91% from HK$0.595 million in the previous year to HK$1.133 million[191][192] Operational Performance In operational practices, the Group prioritizes service quality, data privacy, and supply chain sustainability; its warehouse operations system is ISO 9001:2015 certified, strict anti-corruption and whistleblowing policies are in place, and environmentally conscious, sustainable suppliers are prioritized in procurement - The Group strictly adheres to the Personal Data (Privacy) Ordinance and implements cybersecurity measures to protect customer data[201] - The Group has established anti-corruption and whistleblowing policies, maintaining a zero-tolerance stance on corruption and providing confidential reporting channels for employees and stakeholders[211][212] - Green procurement is promoted in supply chain management, prioritizing suppliers adhering to environmental practices and holding certifications such as ISO 14001 and ISO 45001[214][216] Environmental Performance The Group is committed to reducing its environmental impact, setting targets for energy saving, waste reduction, and climate change response; during the period, LED lighting improvements reached 83%, greenhouse gas emissions (Scope 1+2) decreased, and the Group adopted the TCFD framework to assess climate-related risks and opportunities, developing corresponding mitigation measures Greenhouse Gas Emissions Performance (tonnes) | Greenhouse Gas Emissions | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | | Scope 1 (Direct) | 2.82 | 2.91 | | Scope 2 (Indirect) | 85.43 | 89.30 | | Total (Scope 1+2) | 88.25 | 92.21 | - A target has been set to reduce electricity consumption intensity by 6% by FY2027/28 compared to FY2022/23, with over 80% of the LED lighting improvement plan already completed[225][226] - The Group has identified physical risks such as extreme weather events and rising average temperatures, alongside transitional risks like policy and regulatory changes and technology, and has developed corresponding mitigation strategies[238][239] Directors' Report This statutory annual report covers the company's principal business, share capital, performance, dividend distribution, director changes, shareholdings, related party transactions, and corporate governance Results, Dividends and Reserves During the reporting period, there were no changes in the company's share capital; the Board recommends a final dividend of HK$0.05 per share, and as of March 31, 2025, the company's distributable reserves amounted to HK$734 million - A final dividend of HK$0.05 per share is proposed, totaling HK$32.4 million for the full year, including the interim dividend[249] - As of March 31, 2025, the company's distributable reserves (retained profits) amounted to HK$734.498 million[250] Directors' and Major Shareholders' Interests The report discloses the shareholdings of directors and major shareholders as of March 31, 2025; Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man hold approximately 6.99% and 4.80% respectively, while major shareholder Kin Nam Financial Limited holds 36.45%, and Ms. Chan Koon Fung is deemed to have a total interest of 55.48% Major Shareholder Interests | Major Shareholder Name | Capacity | Shareholding Percentage | | :--- | :--- | :--- | | Kin Nam Financial Limited | Beneficial Interest | 36.45% | | Lui San Limited | Beneficial Interest | 9.16% | | Earngold Limited | Beneficial Interest | 7.67% | | Chan Koon Fung | Beneficial Owner/Interest in Controlled Corporations | 55.48% | - Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man are considered to have or potentially have competing interests with the Group's business due to their roles or interests in other companies engaged in securities investment[259] Major Customers and Suppliers During the reporting period, the Group's customer base was relatively diversified; the largest client accounted for 8% of total turnover, and the top five clients collectively accounted for 21% of total turnover - The largest single client accounted for 8% of the Group's turnover[269] - The top five clients collectively accounted for 21% of the Group's total turnover[270] Independent Auditor's Report Deloitte Touche Tohmatsu issued an unmodified audit opinion on the consolidated financial statements, highlighting the valuation of investment properties as a key audit matter Independent Auditor's Report Auditor Deloitte Touche Tohmatsu issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming a true and fair view of the financial position, performance, and cash flows; the report specifically highlighted 'Valuation of Investment Properties' as a key audit matter due to its materiality and significant management judgment - The auditor issued an unmodified audit opinion, stating that the financial statements present a true and fair view of the Group's financial position in accordance with Hong Kong Financial Reporting Standards[282] - A key audit matter is the 'Valuation of Investment Properties'; these properties constitute approximately 65% of the Group's total assets, their valuation involves significant judgment, and a HK$395 million fair value impairment was recognized during the year[285] - The auditor's procedures included assessing the competence and objectivity of the independent valuer, evaluating the appropriateness of valuation methods, and comparing key inputs (e.g., capitalization rates, market rents) with market comparable information[288] Consolidated Financial Statements This section presents the Group's core financial statements, including the consolidated statement of profit or loss, financial position, changes in equity, and cash flows, reflecting an expanded annual loss due to investment property impairment Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's revenue, expenses, and profitability; with revenue largely stable year-on-year, a HK$395 million fair value impairment on investment properties led to an expanded annual loss attributable to shareholders from HK$123 million to HK$266 million Consolidated Statement of Profit or Loss Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 177,462 | 177,192 | | Fair Value Loss on Investment Properties | (395,313) | (206,756) | | Loss Before Tax | (255,135) | (109,770) | | Loss Attributable to Shareholders | (265,509) | (122,649) | Consolidated Statement of Financial Position This statement reflects the Group's assets, liabilities, and shareholders' equity at period-end; total assets decreased from HK$4.046 billion to HK$3.747 billion, primarily due to declining investment property values, with shareholders' equity decreasing to HK$3.584 billion, while the company maintains a robust financial structure with no bank borrowings Consolidated Statement of Financial Position Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Assets | | | | Investment Properties | 2,442,800 | 2,812,400 | | Total Assets | 3,747,281 | 4,045,923 | | Liabilities and Equity | | | | Total Liabilities | 163,461 | 166,219 | | Equity Attributable to Shareholders | 3,583,820 | 3,879,704 | Consolidated Statement of Changes in Equity This statement shows changes in shareholders' equity, which decreased from HK$3.88 billion at the beginning of the year to HK$3.584 billion at year-end, primarily due to the annual loss of HK$266 million and dividends paid of HK$30.38 million - Total shareholders' equity decreased from HK$3.88 billion to HK$3.58 billion, primarily due to the annual loss and dividend distribution[299] Consolidated Statement of Cash Flows This statement reflects cash inflows and outflows; despite a reported loss, operating activities generated HK$9.64 million net cash inflow, investing activities generated HK$21.66 million net cash inflow primarily from bank deposit changes, and financing activities resulted in HK$30.63 million cash outflow mainly for dividend payments, with cash and cash equivalents at year-end at HK$18.96 million Consolidated Statement of Cash Flows Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash From Operating Activities | 9,643 | 77,273 | | Net Cash From (Used in) Investing Activities | 21,664 | (136,070) | | Cash Used in Financing Activities | (30,627) | (22,228) | | Cash and Cash Equivalents at Year End | 18,961 | 18,281 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information to the consolidated financial statements, covering key accounting policies, revenue, segment information, and risk management Note 5: Revenue This note details the Group's revenue composition; total FY2025 revenue was HK$177 million, stable year-on-year, with property investment income being the largest component at HK$111 million, followed by bank interest income at HK$41.31 million, and warehouse operations income at HK$15.81 million Revenue Composition (HK$ Thousand) | Revenue Source | FY2025 | FY2024 | | :--- | :--- | :--- | | Property Investment Income | 110,930 | 111,811 | | Bank Interest Income | 41,309 | 43,199 | | Warehouse Operations Income | 15,808 | 17,284 | | Dividend Income | 6,300 | 3,275 | | Other Interest Income | 3,115 | 1,623 | | Total | 177,462 | 177,192 | Note 6: Segment Information This note presents financial information by business segment; the property investment segment is the largest asset and revenue source but recorded a significant loss due to fair value impairment, while the financial investment segment contributed substantial profit, and warehouse operations, a smaller segment, recorded a slight loss FY2025 Segment Performance (HK$ Thousand) | Segment | Segment Revenue | Segment (Loss) Profit | Segment Assets | | :--- | :--- | :--- | :--- | | Warehouse Operations | 15,808 | (1,232) | 129,092 | | Property Investment | 110,930 | (332,807) | 2,473,364 | | Financial Investment | 50,724 | 85,381 | 1,124,751 | Note 13: Investment Properties This note details investment property changes and valuation; at period-end, fair value was HK$2.443 billion, down from HK$2.812 billion at year-start, with a HK$395 million fair value impairment recognized in profit or loss, and valuation determined by independent professional valuer Colliers International using income capitalization and market comparison approaches - The fair value of investment properties decreased from HK$2.812 billion at the beginning of the year to HK$2.443 billion, with a HK$395 million fair value impairment recognized during the year[380][383] - The valuation method is Level 3 fair value measurement, with key unobservable inputs including capitalization rates (ranging from 4.4% to 5.0%) and market unit rents[382][386] Note 26: Financial Instruments and Risk Management This note outlines the Group's principal financial risks (market, credit, liquidity) and management policies; market risk from equity price volatility is managed through market monitoring and portfolio diversification, credit risk is limited due to high-credit-rated counterparties, and liquidity risk is low given ample cash and no borrowings - Market risk: The Group faces equity price risk; a 10% change in equity instrument prices would impact the annual loss by approximately HK$22.05 million[421] - Credit risk: Counterparties for the Group's bank deposits, other deposits, and bank balances are all highly-rated credit institutions, limiting risk; credit risk for trade receivables is managed through internal credit scoring and monitoring procedures[423][424] - Liquidity risk: The Group manages liquidity risk by maintaining sufficient working capital; all financial liabilities are interest-free, with most maturing within one year[433][434] Major Property Information This section outlines the Group's major property portfolio as of March 31, 2025, detailing their usage, approximate floor area, and Group's interest Major Property Portfolio This section lists the Group's major property portfolio as of March 31, 2025, including industrial/warehouse buildings (Safety Godown) in Kwai Chung and investment properties (Cheung Wah Plaza) in Kwun Tong, detailing their lease terms, Group's interest, approximate floor area, and usage Major Property Overview | Property Name/Address | Usage | Approximate Floor Area | | :--- | :--- | :--- | | Safety Godown (Kwai Chung Kwok Shui Road) | Industrial/Warehouse | 421,000 square feet | | Cheung Wah Plaza (Kwun Tong Wing Yip Street) | Office | 430,000 square feet and 191 parking spaces |