万保刚集团(01213) - 2025 - 年度财报

Corporate Information This section provides essential company information including board members, committee structures, and key contact details - This section provides essential company information, including board members, committee structures, registered office, principal place of business, company secretary, auditors, share registrar, principal bankers, legal advisors, and website contact details[3][4][6] Group Structure This section visually presents the company's group structure, outlining equity relationships between the parent company and its subsidiaries across various regions - The company's group structure is presented in a diagram, clearly outlining the equity relationships between the parent company and its subsidiaries across various regions including Hong Kong, Mainland China, Taiwan, Singapore, Malaysia, South Africa, and Portugal[10][11] Financial Highlights This section provides an overview of the Group's financial performance, including key indicators and segment breakdowns Financial Highlights Summary The Group faced significant operational challenges in FY2025, with total revenue decreasing by 15.6% to HKD 287 million, shifting to an operating loss of HKD 6.12 million, and net loss expanding to HKD 10.48 million Financial Highlights Summary | Key Financial Indicators | FY2025 | FY2024 | Change Percentage | | :--- | :--- | :--- | :--- | | Operating Results | | | | | Revenue | 287,322 HKD thousands | 340,579 HKD thousands | (15.6)% | | Gross Profit | 75,216 HKD thousands | 89,491 HKD thousands | (16.0)% | | Operating (Loss)/Profit | (6,122) HKD thousands | 10,264 HKD thousands | (160)% | | Net (Loss)/Profit | (10,480) HKD thousands | 1,751 HKD thousands | (699)% | | Per Share Data | | | | | Loss Per Share | (5.9) HK cents | (2.5) HK cents | 136% | | Total Dividend Per Share | 0.75 HK cents | 1.0 HK cents | (25)% | | Financial Ratios | | | | | Gross Profit Margin | 26.2% | 26.3% | (0.4)% | | Current Ratio | 2.1 Times | 2.2 Times | (4.5)% | | Inventory Turnover Days | 250 Days | 229 Days | 9.2% | - By business segment, FY2025 revenue primarily derived from the trading of electronic and electrical components (67%), followed by computer business (19%) and cosmetics and online retail business (14%)[19][25] - By geographical segment, FY2025 revenue primarily originated from Hong Kong (43%) and South Africa (36%), with the Asia Pacific region (excluding Hong Kong) contributing 17%[13][25] CEO's Statement This section provides the Chief Executive Officer's review of the Group's financial performance, business operations, and future development strategies Financial Results Review During the review year, the Group's turnover decreased by 15.8% to approximately HKD 287 million, shifting to an operating loss of HKD 6.1 million, with loss attributable to shareholders expanding to HKD 11.8 million Financial Performance Summary | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Turnover | approx. HKD 287 million | approx. HKD 341 million | | Gross Profit | approx. HKD 75 million | approx. HKD 89 million | | Operating (Loss)/Profit | Loss approx. HKD 6.1 million | Profit approx. HKD 10.3 million | | Loss Attributable to Shareholders | approx. HKD 11.8 million | approx. HKD 4.9 million | | Loss Per Share | approx. HKD 0.059 | approx. HKD 0.025 | Business Operations Review The Group's three core business segments experienced revenue declines, while total operating expenses slightly increased and finance costs decreased Turnover Performance by Business Segment | Business Segment | FY2025 Turnover | FY2024 Turnover | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Electronic and Electrical Components Trading | approx. HKD 194 million | approx. HKD 223 million | -13% | | Computer Business | approx. HKD 54 million | approx. HKD 68 million | -20.6% | | Cosmetics and Online Retail | approx. HKD 39 million | approx. HKD 50 million | -22% | - The Group's total operating expenses increased by 2.4% year-on-year to approximately HKD 84 million, primarily due to higher distribution and selling expenses and general and administrative expenses, while finance costs decreased by 28.2% year-on-year to approximately HKD 2.8 million[30][32] Development Strategy and Outlook The Group anticipates market improvement by late 2025, leveraging its global presence and focusing on South African business development, while adapting strategies for computer and online retail segments - The Group anticipates market improvement by late 2025, leveraging its business presence in Hong Kong, Taiwan, Portugal, Malaysia, Singapore, Mainland China, and South Africa to mitigate risks[35][38] - The South African headquarters will be key to strengthening the distribution network, shortening lead times, and optimizing inventory, with plans to expand third-party online sales channels[36][38] - The cosmetics and online retail business (wishh!) faces intense competition and cross-border consumption challenges, with future focus on online retail and exploring new product lines, including Japanese pet supplies[40][43] Management Discussion and Analysis This section provides a detailed review of the Group's business performance, liquidity, financial resources, and risk management strategies Business Review This year, all three core business segments experienced revenue declines, with electronic and electrical components trading down 13% to HKD 194 million, computer business down 20% to HKD 54 million, and cosmetics and online retail down 22% to HKD 39 million Performance by Business Segment | Business Segment | % of Total Turnover | FY2025 Gross Profit Margin | FY2024 Gross Profit Margin | | :--- | :--- | :--- | :--- | | Electronic and Electrical Components Trading | 67% | 29.3% | 29.5% | | Computer Business | 19% | 20.2% | 19.8% | | Cosmetics and Online Retail | 14% | 19.1% | 20.8% | - The electronic and electrical components trading business saw revenue decrease by 13% year-on-year to HKD 194 million due to persistent demand contraction from global market challenges[48][51] - Total turnover of overseas subsidiaries decreased by 13.9% to HKD 124 million, with the South African market declining by 12.6% due to reduced demand for electrical components[52][53][57] Liquidity and Financial Resources As of March 31, 2025, the Group held approximately HKD 26 million in cash, with net current assets of HKD 106 million and a current ratio of 2.1, indicating sufficient financial resources Liquidity Indicators (As of March 31, 2025) | Indicator | Amount/Ratio | Same Period 2024 | | :--- | :--- | :--- | | Cash and Bank Balances | approx. HKD 26 million | approx. HKD 24 million | | Net Current Assets | approx. HKD 106 million | approx. HKD 115 million | | Current Ratio | approx. 2.1 | approx. 2.2 | | Unutilized Bank Facilities | approx. HKD 63 million | approx. HKD 63 million | - Approximately 40% of the Group's cash and bank balances are in HKD, 18% in USD, and 20% in South African Rand[60][63] - The Group's short-term bank loans and trade financing are secured by company guarantees and properties located in Singapore, Portugal, and South Africa, with borrowing interest rates ranging from 3.08% to 12.7%[62][65] Gearing Ratio and Risk Management As of March 31, 2025, the Group's net gearing ratio remained at approximately 25%, with net borrowings of HKD 40 million and total equity of HKD 159 million, and foreign exchange risk is considered minimal Net Gearing Ratio (As of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Borrowings | approx. HKD 40 million | approx. HKD 38 million | | Total Equity | approx. HKD 159 million | approx. HKD 167 million | | Net Gearing Ratio | approx. 25% | approx. 25% | - The Board considers the Group's foreign exchange risk minimal, as most transactions are denominated in HKD, RMB, and USD, with HKD pegged to USD[67][71] Employment and Investment Policy As of March 31, 2025, the Group employed 355 full-time staff, with human resources policies based on performance and market conditions, and no significant investments or acquisitions were made - As of March 31, 2025, the Group had 355 full-time employees in Hong Kong and overseas[74][76] - During the review year, the Group did not undertake any significant investments, major acquisitions, or disposals of subsidiaries and associates[75][77] Directors' and Senior Management's Profile This section details the background, experience, and responsibilities of the company's executive directors, independent non-executive directors, and senior management - This section provides detailed profiles of the company's executive directors, independent non-executive directors, and senior management, including their backgrounds, experience, professional qualifications, and responsibilities within the Group, highlighting that several core management members are founders with over 40 years of experience in the electronics industry[78][84][110] Corporate Governance Report This section outlines the Group's corporate governance framework, including practices, board committees, and risk management systems Corporate Governance Practices The company maintains high standards of corporate governance, complying with Listing Rules with one deviation regarding Chairman and Vice Chairman retirement, and the Board comprises seven directors, including three independent non-executive directors - The company complied with the Corporate Governance Code, with one deviation: the Chairman and Vice Chairman are not required to retire by rotation every three years, which the Board believes is in the overall interest of the company and its shareholders[125][127] - The Board comprises seven directors, including four executive directors and three independent non-executive directors, meeting the Listing Rules' requirements for the number of independent non-executive directors[130][134] Board Committees The company has established Remuneration, Nomination, and Audit Committees to assist the Board, overseeing executive compensation, director nominations, and the effectiveness of financial reporting and internal control systems - The Remuneration Committee adopted a management bonus scheme where the total bonus is linked to the Group's net profit: if net profit is between HKD 3 million and HKD 5 million, the bonus will not exceed 5%; if net profit exceeds HKD 5 million, the bonus will not exceed 10%[159][160] - The Audit Committee held four meetings during the review year, reviewing annual and interim financial reports, internal audit findings, accounting principles, and the effectiveness of internal control systems[175][176] Risk Management and Internal Control The Board is ultimately responsible for the Group's risk management and internal control systems, regularly reviewing their effectiveness, and has established a compliance officer and internal audit function to ensure adequacy - The Board is responsible for overseeing risk management and internal control systems, conducting annual effectiveness reviews, with these systems designed to identify, analyze, assess, and mitigate risks that may affect operational efficiency[189][192] - The Group has established an internal audit function that reports its findings and recommendations for improvement to the Audit Committee, with annual reviews covering financial reporting, the internal audit function, and the qualifications and resources of relevant personnel[191][194] Environmental, Social and Governance Report This section details the Group's commitment and performance in environmental protection, social responsibility, and corporate governance Environmental Performance The Group is committed to reducing environmental impact through "reduce, reuse, recycle" strategies, focusing on emissions reduction, energy conservation, waste recycling, and addressing climate change risks Key Emissions and Resource Consumption Data | Indicator | 2024/2025 | 2023/2024 | | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (Scope 1, 2, 3) | 212 tonnes | 203 tonnes | | Total Energy Consumption | 418,000 kWh | 407,000 kWh | | Non-hazardous Waste (Waste Paper) | 1,400 kg | 1,600 kg (purchased volume) | | Waste Paper/Cardboard Recycled | 5,000 kg | 8,000 kg | - The Group has set a five-year plan, aiming to reduce greenhouse gas and exhaust gas emission intensity by 5% and energy consumption by 5%, using the current reporting period as the baseline year[235][241] - To address climate change risks, the Group has adopted a work contingency plan for physical risks from extreme weather and continuously assesses and monitors climate-related policies to manage transition risks[248][249][251] Social Performance The Group values human capital, employing 355 full-time staff, prioritizing employee health, safety, and development, adhering to labor standards, managing supply chain risks, ensuring product responsibility, maintaining anti-corruption policies, and actively engaging in community investment Employee Profile (2024/2025) | Category | Sub-category | Percentage/Value | | :--- | :--- | :--- | | Gender | Male | 57% | | | Female | 43% | | Age | 41-50 years | 30% | | | 51 years or above | 29% | | Region | Asia | 41% | | | Africa | 56% | | Turnover Rate | Overall | 13.5% (calculated) | | | Male | 16% | | | Female | 8% | - The Group is committed to providing a healthy and safe working environment, with no work-related fatalities or injuries exceeding 3 days reported in the past three years[260][264] - The Group holds ISO9001 certification and manages a total of 1,058 suppliers, assessing their environmental and social risks, with suppliers primarily located in Asia (47%) and Africa (42%)[273][275][280] - The Group actively fulfills its corporate social responsibility, having received the "Caring Company" logo from the Hong Kong Council of Social Service for 18 consecutive years, and continues to employ hearing-impaired individuals[297] Report of the Directors This section provides the Directors' report on the Group's performance, dividend appropriations, major customers and suppliers, and connected transactions Results and Appropriations For the review year, the Group's results are presented in the consolidated statement of profit or loss, with total dividends declared and paid amounting to 0.75 HK cents per share FY2025 Dividend Distribution | Dividend Type | Amount Per Share (HK cents) | Total Amount (HKD) | | :--- | :--- | :--- | | Interim Dividend (Paid) | 0.5 | 1,000,000 | | Proposed Final Dividend | 0.25 | 500,000 | | Total for Full Year | 0.75 | 1,500,000 | Major Customers and Suppliers During the review year, the Group maintained a diversified customer base and a relatively low reliance on suppliers, with top five customers and suppliers accounting for less than 10% and 29% of sales and purchases, respectively - The Group's sales to its top five customers accounted for less than 10%, indicating low customer concentration[363][368] - In terms of procurement, the largest supplier accounted for 10% of total purchases, and the top five suppliers collectively accounted for 29%[363][368] Connected Transactions The Group entered into property lease agreements with M-Bar Limited, an associate owned by executive directors, which waived HKD 2.784 million in rent during the review year - The Group entered into lease agreements for several properties with M-Bar Limited, a company owned by the executive directors, with a total monthly rent of HKD 0.232 million[373][374][375] - During the review year (April 1, 2024 to March 31, 2025), M-Bar Limited agreed to waive all rent payable, totaling HKD 2.784 million[378][383] Independent Auditors' Report This section presents the independent auditor's opinion on the Group's financial statements and highlights key audit matters Audit Opinion The auditor, Grant Thornton Hong Kong Limited, issued an unmodified opinion, confirming the consolidated financial statements truly and fairly reflect the Group's financial position and performance - The auditor issued an unmodified opinion, stating that the financial statements truly and fairly reflect the Group's financial position and operating results[390][393] Key Audit Matters The key audit matter identified was "Revenue Recognition" due to the high volume of transactions across various locations, with audit procedures focusing on controls, sampling, and period-end testing - The key audit matter identified was "Revenue Recognition," primarily due to the Group generating a high volume of revenue transactions across various locations[396][397] - Audit procedures included evaluating internal controls over sales transactions, sampling sales invoices and delivery notes, and sending confirmation letters to customers[399] Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, and cash flows Consolidated Statement of Profit or Loss In FY2025, the Group's revenue decreased by 15.6% to HKD 287 million, leading to an operating loss of HKD 6.12 million and an annual loss of HKD 10.48 million, with HKD 11.76 million attributable to equity holders Consolidated Statement of Profit or Loss Summary | Item | FY2025 (HKD thousands) | FY2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 287,322 | 340,579 | | Gross Profit | 75,216 | 89,491 | | Operating (Loss)/Profit | (6,122) | 10,264 | | (Loss)/Profit Before Income Tax | (8,875) | 6,394 | | (Loss)/Profit for the Year | (10,480) | 1,751 | | (Loss)/Profit Attributable to Equity Holders of the Company | (11,764) | (4,891) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets decreased slightly to HKD 263 million, total liabilities remained stable at HKD 104 million, and total equity decreased to HKD 159 million due to the annual loss Consolidated Statement of Financial Position Summary | Item | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 56,361 | 59,788 | | Current Assets | 206,766 | 214,095 | | Total Assets | 263,127 | 273,883 | | Liabilities and Equity | | | | Current Liabilities | 100,628 | 99,452 | | Non-current Liabilities | 3,359 | 7,783 | | Total Liabilities | 103,987 | 107,235 | | Total Equity | 159,140 | 166,648 | Consolidated Statement of Cash Flows In FY2025, net cash from operating activities significantly decreased to HKD 8.75 million, with net cash outflows from investing and financing activities, resulting in a net increase in cash and cash equivalents to HKD 25.94 million Consolidated Statement of Cash Flows Summary | Item | FY2025 (HKD thousands) | FY2024 (HKD thousands) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 8,748 | 21,954 | | Net Cash Used in Investing Activities | (1,657) | (632) | | Net Cash Used in Financing Activities | (5,103) | (27,318) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 1,988 | (5,996) | | Cash and Cash Equivalents at Beginning of Year | 23,658 | 30,434 | | Cash and Cash Equivalents at End of Year | 25,935 | 23,658 | Financial Summary This section provides a five-year overview of the Group's key financial performance and position indicators Five-Year Financial Summary Over the past five years, the Group's revenue has declined for three consecutive years to HKD 287 million in FY2025, resulting in the first annual loss of HKD 10.48 million, with total and net assets also contracting Five-Year Performance Summary (For the year ended March 31, HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 287,322 | 340,579 | 410,421 | 501,269 | 456,369 | | (Loss)/Profit for the Year | (10,480) | 1,751 | 5,269 | 21,140 | 18,589 | | Attributable to Equity Holders of the Company | (11,764) | (4,891) | (378) | 13,211 | 12,151 | Five-Year Assets and Liabilities Summary (As of March 31, HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 263,127 | 273,883 | 320,093 | 355,925 | 334,479 | | Net Assets | 159,140 | 166,648 | 172,674 | 188,169 | 172,875 |