标准发展集团(01867) - 2025 - 年度财报

Company Information The report details core company information including board members, committee structures, company secretary, auditors, legal advisors, and principal bankers - The report details core company information including board members, committee structures, company secretary, auditors, legal advisors, and principal bankers[6][7] Chairman's Statement The Chairman's Statement reviews a challenging 2024, highlighting a 38.5% revenue decline and 153% loss increase due to strategic shifts towards bioenergy projects, which the Board views as a long-term sustainable growth driver Key Performance Indicators for FY2025 | Indicator | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. HKD 301.0 million | Approx. HKD 489.8 million | -38.5% | | Loss Attributable to Shareholders | Approx. HKD 50.9 million | Approx. HKD 20.1 million | +153% | - The primary reasons for the performance decline include significant internal capital deployment for organic waste utilization projects, reducing funds for the oil business and causing a substantial revenue drop, alongside decreased revenue from the construction and engineering business due to industry downturns[9] - Strategic transformation involves the Group investing resources in organic waste comprehensive development and utilization projects (bioenergy) to reduce reliance on construction and engineering businesses, expecting long-term stable returns[9] - Future outlook indicates the Group will cautiously approach investments in construction and engineering, focusing resources on core prospective businesses, and potentially transitioning to more competitive business models[11] Management Discussion and Analysis Business Review and Outlook The Group recorded a HKD 50.9 million net loss this year, primarily from reduced traditional business revenue and increased expenses, while strategically focusing on the bioenergy project, a key Shandong initiative that began contributing profit in Q4, with plans for long-term stable returns - Net loss of approximately HKD 50.9 million primarily attributed to (i) decreased revenue from oil and construction businesses; (ii) increased administrative and finance expenses; and (iii) minimal revenue contribution from two bioenergy projects which commenced operations only in the fourth quarter[14] - Strategic focus shifted: To reduce over-reliance on the construction business, the Group has invested in organic waste comprehensive development and utilization projects (bioenergy business)[14] - Bioenergy project progress: Designated as a key project in Shandong Province, construction is complete, and it began contributing profits in the fourth quarter of this year, with the company confident in its long-term outcomes[15] Key Risks and Uncertainties The Group faces diverse risks, including business challenges like non-recurring contracts and cost control, industry exposures to macroeconomic and energy price volatility, strategic risks from new bioenergy development, and adverse impacts from economic, political, and environmental regulatory changes - Business risks include the non-recurring nature of contracts, reliance on continuous successful bidding, exposure to dispute litigation, significant cost control pressure, and unstable labor supply[20] - Industry and market risks involve the oil business being affected by geopolitical and macroeconomic factors, and the agricultural business by extreme weather, pests, diseases, and cyclical price fluctuations[20] - Strategic and policy risks include potential additional capital and operating expenditures from bioenergy business development, and adverse impacts from changes in China's environmental and safety regulations[20] Relationships with Customers, Suppliers, Subcontractors, and Employees The Group maintains good relationships with key stakeholders, including major contractor and trading company clients, diversified suppliers and subcontractors without significant issues, and employees, providing competitive compensation and benefits while ensuring positive labor relations with no strikes or disputes - Customers primarily consist of main contractors and trading companies[22] - The Group maintains an approved list of multiple suppliers and subcontractors to avoid over-reliance, encountering no significant difficulties or disputes during the year[23] - The Group maintains good employee relations, with no strikes or labor disputes affecting operations during the year[26] Financial Review This fiscal year saw a significant decline in financial performance, with total revenue decreasing by 38.5% to HKD 301.0 million, gross profit plummeting 80% to HKD 0.8 million, administrative expenses rising 39% to HKD 31.3 million, and finance costs surging nearly fourfold to HKD 6.4 million, collectively expanding the annual loss from HKD 20.1 million to HKD 50.9 million Key Income Statement Item Changes for FY2025 | Item | FY2025 (HKD million) | FY2024 (HKD million) | Change Rate | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 301.0 | 489.8 | -38.5% | Decrease in oil trading and construction business | | Direct Costs | 300.3 | 486.0 | -38.2% | In line with revenue decline | | Gross Profit | 0.8 | 3.8 | -80.0% | Decrease in revenue | | Administrative and Other Operating Expenses | 31.3 | 22.5 | +39.1% | Depreciation of bioenergy plant and increased salaries | | Finance Costs | 6.4 | 1.3 | +392.3% | Increased borrowings | | Loss for the Year | 50.9 | 20.1 | +153.2% | Decreased revenue and increased expenses | - Impairment losses under the expected credit loss model amounted to HKD 4.1 million, primarily from provisions for retention receivables and trade receivables[30] Liquidity, Financial Resources, and Capital Structure As of March 31, 2025, the Group's financial position tightened, with total assets increasing to HKD 380.6 million but total liabilities surging to HKD 277.3 million, reducing shareholders' equity to HKD 94.6 million; interest-bearing borrowings doubled to HKD 187.6 million, the current ratio dropped from 1.2x to 1.0x, and the gearing ratio sharply rose from 48.8% to 181.7% due to increased borrowings, while the Group maintains a prudent treasury policy, pledging assets for financing Financial Position and Ratio Changes (as of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Assets | 380.6 HKD million | 291.7 HKD million | | Total Liabilities | 277.3 HKD million | 137.3 HKD million | | Shareholders' Equity | 94.6 HKD million | 144.8 HKD million | | Interest-bearing Borrowings and Lease Liabilities | 187.6 HKD million | 75.3 HKD million | | Current Ratio | 1.0x | 1.2x | | Gearing Ratio | 181.7% | 48.8% | - The gearing ratio (total borrowings and lease liabilities/total equity) significantly increased, primarily due to the rise in total borrowings during the year[38][39] - As of March 31, 2025, the Group pledged approximately HKD 6.0 million in bank deposits, approximately HKD 3.5 million in life insurance policies, and two leased land plots with a carrying value of approximately HKD 23.5 million to secure bank financing[42][43] Significant Transactions and Events During the year, the Group experienced several significant transactions and events, including the lapse of a convertible bond placement, disclosure of three litigation cases with one settled for HKD 1.15 million, and three discloseable transactions involving land acquisition and construction agreements, with the company addressing past non-compliance with listing rule announcement requirements and no other major investment plans - A convertible bond placement plan with a maximum principal amount of HKD 37,000,000 failed due to unfavorable market conditions, and the placement agreement has lapsed[50][51] - The Group disclosed three discloseable transactions involving land acquisition and anaerobic facility construction, acknowledging non-compliance with listing rule announcement requirements due to misunderstanding[53][54][55] - The Group disclosed three lawsuits: one case with Bangwei Development was settled for HKD 1.15 million; a claim from Wu Bingjian for approximately HKD 6.28 million is ongoing, with directors expecting the company is unlikely to be liable; and a claim against the workshop for approximately HKD 1.55 million resulted in a default judgment, pending assessment of damages[52] Employees and Remuneration As of March 31, 2025, the Group employed 102 staff (up from 77), with annual staff costs (including directors' emoluments) approximately HKD 24.8 million (up 14.8%), offering competitive remuneration and benefits, while the Board does not recommend a final dividend for the year Employee Data | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 102 persons | 77 persons | | Staff Costs | 24.8 HKD million | 21.6 HKD million | - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[62] Biographies of Directors and Senior Management The report provides detailed biographies of executive directors, independent non-executive directors, and the company secretary, covering their age, academic qualifications, professional credentials, and extensive experience across finance, accounting, management, and engineering - The report provides detailed biographies of executive directors, independent non-executive directors, and the company secretary, including their age, academic qualifications, professional credentials, and extensive experience in finance, accounting, management, and engineering[66][67][68][70][71][74] Directors' Report Principal Activities and Results The Company, an investment holding entity, primarily operates in construction, oil, agriculture, and bioenergy, with no significant business changes this year; the Board does not recommend a final dividend, as distribution decisions consider the Group's financial performance, capital needs, and future expansion plans - The Group primarily engages in four businesses: construction and engineering-related, oil, agriculture, and bioenergy[76] - The Directors do not recommend the payment of a final dividend for the year ended March 31, 2025[84] - The Company has adopted a dividend policy, but dividend decisions require comprehensive consideration of the Group's financial performance, retained earnings, working capital needs, future expansion plans, and other factors[79][80] Share Capital and Share Option Scheme As of March 31, 2025, the Company's issued share capital was HKD 14.94 million (1,494,000,000 shares); a share option scheme adopted in 2016 to incentivize talent, with a 10% authorized limit and 1.48 years remaining validity, saw no grants or outstanding options during the fiscal year - The Company adopted a share option scheme on December 23, 2016, with a ten-year validity, aimed at incentivizing employees, directors, and partners[91][92] - For the year ended March 31, 2025, the Company did not grant any share options, and there were no outstanding share options at the beginning or end of the reporting period[102] Major Customers and Suppliers This fiscal year, the Group experienced high customer and supplier concentration, with the largest customer accounting for 18.1% of total turnover and the top five customers collectively 50.8%; similarly, the largest supplier represented 18.9% of total direct costs and the top five suppliers collectively 47.7%, with no beneficial interest held by directors or major shareholders in these key relationships Customer and Supplier Concentration | Item | Percentage | Amount (HKD million) | | :--- | :--- | :--- | | Largest customer as % of total turnover | 18.1% | 54.4 | | Top five customers as % of total turnover | 50.8% | 153.1 | | Largest supplier as % of total direct costs | 18.9% | 56.7 | | Top five suppliers as % of total direct costs | 47.7% | 143.2 | Directors' and Major Shareholders' Interests As of March 31, 2025, Chairman Mr. Liu Zhan Cheng, through Fujincheng Investment Holding Co., Ltd., indirectly held 74.86% of the issued share capital, making him the controlling shareholder, with his spouse Ms. Qin Hui deemed to hold the same interest; Executive Director Mr. Xu Jing beneficially owned 10,000 shares, and no other directors or chief executives held discloseable share interests Directors' and Major Shareholders' Shareholdings (as of March 31, 2025) | Name/Entity | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Liu Zhan Cheng | Interest in controlled corporation | 1,118,460,000 | 74.86% | | Fujincheng | Beneficial owner | 1,118,460,000 | 74.86% | | Ms. Qin Hui | Spouse's interest | 1,118,460,000 | 74.86% | | Mr. Xu Jing | Beneficial owner | 10,000 | <0.01% | - Based on public information, the Company maintained sufficient public float as required by the Listing Rules during the reporting period[136] Corporate Governance Report Corporate Governance Practices The Company adheres to high corporate governance standards, complying with most Code provisions but noting three deviations: combined Chairman and CEO roles, Chairman's absence from the AGM, and lack of directors' legal liability insurance; a code of conduct for securities transactions by directors and employees has been adopted - The Company complied with most provisions of the Corporate Governance Code, but with three deviations: - Code Provision C.2.1: The roles of Chairman and Chief Executive Officer are combined and held by Mr. Liu Zhan Cheng - Code Provision F.2.2: The Chairman was unable to attend the 2024 Annual General Meeting - Code Provision C.1.8: No appropriate legal liability insurance was arranged for directors[140][144] Board of Directors The Board oversees strategy, financial performance, and risk management, comprising two executive and three independent non-executive directors meeting Listing Rules; while adopting nomination and diversity policies, no gender diversity targets are set; the combined Chairman and CEO roles are deemed beneficial for strategic consistency, with independent directors providing checks, and all directors participated in continuous professional development - Board composition: As of the reporting date, the Board comprised 2 executive directors and 3 independent non-executive directors, meeting Listing Rules requirements for the number and professional qualifications of independent non-executive directors[146][147] - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Liu Zhan Cheng, constituting a deviation from Corporate Governance Code Provision C.2.1; the Board believes this arrangement facilitates consistency in strategic planning and execution, with sufficient independent non-executive directors providing checks and balances[166] - The Company has adopted a board diversity policy but currently deems it unnecessary to set numerical targets and timelines for gender diversity on the Board, continuing to gradually increase the proportion of female members as suitable candidates are identified[158] - All directors participated in continuous professional development training during the year, including attending seminars and reviewing relevant materials[167][168] Board Committees The Board has three committees—Remuneration, Nomination, and Audit—each with defined terms of reference; these committees, comprising independent and executive directors, held meetings to review policies, appointments, financial results, and internal controls, with detailed attendance records provided, noting lower attendance by the Chairman - The Board has established three committees: Remuneration Committee, Nomination Committee, and Audit Committee, all with clearly defined written terms of reference[170] - The Audit Committee comprises three independent non-executive directors, with Chairman Dr. Su Li Xin possessing appropriate professional qualifications, meeting Listing Rules requirements; the Committee reviewed financial statements and internal control systems during the year[176] Directors' Meeting Attendance Record (Partial) | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Liu Zhan Cheng | 1/5 | N/A | 1/2 | 1/2 | 0/1 | | Mr. Xu Jing | 5/5 | N/A | N/A | N/A | 1/1 | | Dr. Su Li Xin | 4/5 | 2/2 | 2/2 | 2/2 | 1/1 | Risk Management and Internal Control The Board oversees the Group's risk management and internal control systems, reviewing them annually, and has established risk identification, assessment, and mitigation procedures; an independent consultant's review deemed the system effective, and while no internal audit function exists, its necessity is reviewed annually; the Group has also implemented insider information, whistleblowing, and anti-corruption policies - The Board is responsible for overseeing the risk management and internal control systems, reviewing their effectiveness at least annually[185] - The Company engaged an independent consulting firm to review its internal control system, which the Audit Committee deemed effective and adequate[186][188] - The Company currently does not have an internal audit function but reviews the need for its establishment annually[188] - The Group has formulated and implemented policies for insider information disclosure, whistleblowing, and anti-corruption[189][192][195] Independent Auditor's Report The independent auditor issued an unmodified opinion on the financial statements, while highlighting a material uncertainty related to going concern due to a HKD 50.0 million net loss and HKD 2.9 million net current liabilities, which casts significant doubt on the Group's ability to continue operations; key audit matters include revenue recognition for construction contracts and valuation of trade receivables and contract assets - The auditor issued an unmodified opinion, deeming the financial statements true and fair[201] - Material Uncertainty Related to Going Concern: The auditor draws attention to the Group's net loss of approximately HKD 50.0 million for the year and current liabilities exceeding current assets by approximately HKD 2.9 million at the end of the reporting period; these conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though this matter does not constitute a modified opinion[202] - Key audit matters include: 1. Recognition of revenue from construction contracts: Involves judgment and estimation of performance progress 2. Valuation of trade receivables and contract assets: Involves estimation of expected credit losses (ECL)[204][205][207] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group's revenue significantly decreased to HKD 301.0 million from HKD 489.8 million, gross profit plummeted from HKD 3.8 million to HKD 0.8 million, and due to increased expenses, loss before tax expanded from HKD 20.4 million to HKD 45.6 million, resulting in a HKD 50.9 million loss for the year and a basic loss per share of HKD 3.35 cents Consolidated Income Statement Summary | Item (HKD thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 301,030 | 489,794 | | Gross Profit | 763 | 3,816 | | Loss before tax | (45,556) | (20,353) | | Loss for the year | (50,943) | (20,133) | | Loss attributable to owners of the Company | (50,034) | (19,940) | | Basic loss per share (HK cents) | (3.35) | (1.33) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets increased to HKD 380.6 million, driven by non-current asset growth, but total liabilities surged to HKD 277.3 million due to increased borrowings, reducing net assets to HKD 103.2 million and resulting in a HKD 2.9 million net current liability, indicating increased short-term solvency pressure Consolidated Statement of Financial Position Summary (as of March 31) | Item (HKD thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 246,019 | 145,973 | | Current assets | 134,536 | 145,737 | | Total assets | 380,555 | 291,710 | | Liabilities and Equity | | | | Current liabilities | 137,392 | 124,278 | | Non-current liabilities | 139,918 | 13,042 | | Total liabilities | 277,310 | 137,320 | | Net assets | 103,245 | 154,390 | | Equity attributable to owners of the Company | 94,630 | 144,815 | - The Group recorded a net current liability of approximately HKD 2.9 million as of March 31, 2025, compared to a net current asset of HKD 21.5 million in the prior year, indicating a deterioration in short-term liquidity[222] Consolidated Statement of Cash Flows For the year ended March 31, 2025, the Group generated a HKD 17.8 million net cash inflow from operations, a significant improvement, but incurred a HKD 108.2 million net cash outflow from investing activities, primarily for property, plant, and equipment; financing activities provided a HKD 105.5 million net cash inflow from new borrowings, leading to year-end cash and cash equivalents increasing to HKD 39.0 million Consolidated Statement of Cash Flows Summary (HKD thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 17,845 | (56,690) | | Net cash used in investing activities | (108,238) | (90,478) | | Net cash from financing activities | 105,484 | 24,616 | | Net increase (decrease) in cash and cash equivalents | 15,091 | (122,552) | | Cash and cash equivalents at end of year | 39,016 | 23,921 | - Significant cash outflow from investing activities, primarily for the purchase of property, plant, and equipment, amounting to HKD 108.3 million, reflecting the Group's substantial capital expenditure on new projects such as bioenergy[229] - Net cash inflow from financing activities primarily stemmed from HKD 143.7 million in new borrowings, utilized to support investing activities and daily operations[229] Notes to the Consolidated Financial Statements Key Accounting Policies and Judgments The financial statements are prepared on a going concern basis despite material uncertainties from the annual net loss and net current liabilities, for which management has mitigating actions; key accounting judgments include recognizing oil and grain trading as principal transactions, while major estimation uncertainties involve revenue recognition, expected credit loss provisions, deferred tax asset realizability, and property, plant, and equipment impairment - Material uncertainty regarding going concern: As of March 31, 2025, the Group recorded a net loss of approximately HKD 50.0 million and current liabilities exceeded current assets by approximately HKD 2.9 million; the Directors have taken measures to improve the financial position and consider the preparation of financial statements on a going concern basis appropriate[249] - Key accounting judgment: The Group treats its oil and grain trading businesses as principal, thus recognizing revenue on a gross basis[372] - Major sources of estimation uncertainty include: revenue recognition for construction contracts, expected credit loss provisions for trade receivables and contract assets, realizability of deferred tax assets, impairment and depreciation of property, plant, and equipment, and fair value measurement of biological assets[374][376][377][379][380] Revenue and Segment Information For FY2025, the Group's total revenue decreased 38.5% to HKD 301.0 million, with significant declines in construction and oil businesses, slight growth in agriculture, and HKD 9.0 million from new bioenergy; both Hong Kong and Mainland China revenues decreased, and the top five customers accounted for 50.8% of total revenue, indicating high concentration Revenue by Business Segment (HKD thousand) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Construction and engineering related | 126,701 | 202,411 | | Oil business | 98,660 | 222,971 | | Agricultural business | 62,564 | 59,015 | | Bioenergy business | 8,979 | – | | Revenue from contracts with customers | 296,904 | 484,397 | | Farmland leasing | 4,126 | 5,397 | | Total Revenue | 301,030 | 489,794 | Revenue by Geographical Market (HKD thousand) | Geographical Market | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 126,701 | 201,526 | | Mainland China | 174,329 | 288,268 | | Total | 301,030 | 489,794 | - Revenue from the largest customer accounted for 18.1% (HKD 54.4 million) of total revenue, and revenue from the top five customers accounted for 50.8% (HKD 153.1 million) of total revenue[110] Assets and Liabilities Analysis As of March 31, 2025, the Group's asset structure changed significantly, with property, plant, and equipment increasing to HKD 201.0 million due to bioenergy facility completion; trade receivables and contract assets totaled HKD 65.4 million with increased provisions; total borrowings surged to HKD 176.8 million, largely from related parties and bank loans for new investments, significantly increasing financial leverage - The carrying value of property, plant, and equipment significantly increased from HKD 81.5 million to HKD 201.0 million, primarily due to the completion and transfer of HKD 191 million worth of construction in progress (mainly bioenergy treatment facilities) to buildings and machinery categories[419] Receivables and Contract Assets (HKD thousand) | Item | Gross carrying amount | Impairment allowance | Net carrying amount | | :--- | :--- | :--- | :--- | | Trade receivables | 34,956 | (16,069) | 18,887 | | Contract assets | 65,745 | (19,271) | 46,474 | Borrowings Composition (HKD thousand) | Borrowing Type | 2025 | 2024 | | :--- | :--- | :--- | | Bank loans (secured) | 68,674 | – | | Other borrowings (unsecured) | 108,175 | 61,078 | | Total | 176,849 | 61,078 | - Among other borrowings, approximately HKD 66.5 million was from related party Shandong Fujincheng, and approximately HKD 7.7 million was from Director Mr. Liu Zhan Cheng[463][486] Related Party Transactions This year, the Group engaged in several significant related party transactions, including HKD 6.85 million in key management personnel remuneration; substantial loans were received from Director Mr. Liu Zhan Cheng and his controlled company, Shandong Fujincheng, with total other borrowings payable reaching HKD 74.2 million at year-end, incurring approximately HKD 3.5 million in interest, providing crucial financial support Significant Related Party Transactions (FY2025) | Related Party | Nature of Transaction | Amount (HKD thousand) | | :--- | :--- | :--- | | Shandong Fujincheng | Loan interest for the year | 3,316 | | | Other borrowings balance at year-end | 66,483 | | Mr. Liu Zhan Cheng | Loan interest for the year | 207 | | | Other borrowings balance at year-end | 7,700 | - Total remuneration for key management personnel was HKD 6,849,000, a slight decrease from HKD 7,044,000 last year[484] Financial Summary The financial summary presents the Group's five-year performance and financial position, showing revenue declining to HKD 301.0 million in 2025 after peaking in 2023; profitability indicates recurring and expanding losses, with HKD 50.0 million loss attributable to shareholders in 2025; total assets grew, but total liabilities sharply increased in 2025, causing total equity to retreat from its 2023 high Five-Year Performance Summary (HKD thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 301,030 | 489,794 | 661,230 | 306,558 | 221,894 | | Gross Profit | 763 | 3,816 | 22,116 | 10,181 | 13,902 | | (Loss) Profit attributable to owners of the Company | (50,034) | (19,940) | (8,829) | (21,010) | 1,006 | Five-Year Assets and Liabilities Summary (HKD thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 380,555 | 291,710 | 273,975 | 253,754 | 149,411 | | Total liabilities | 277,310 | 137,320 | 104,657 | 108,430 | 31,706 | | Total equity | 103,245 | 154,390 | 169,318 | 145,324 | 117,705 |