亚伦国际(00684) - 2025 - 年度财报

CORPORATE INFORMATION This section provides an overview of the company's governance structure, including its Board of Directors and key committees, along with essential corporate registration and contact details Board of Directors and Committees This section lists the company's Board of Directors members, members of various professional committees (Audit, Nomination, Remuneration), and their respective chairpersons, noting the presence of independent non-executive directors for governance independence - Executive Directors include Chairperson Ms. Cheung Lai Chun, Managing Director Mr. Cheung Shu Man, Ms. Cheung Lai Sze, and Dr. Cheung Shu Sang[5] - The company has established Audit, Nomination, and Remuneration Committees, with Ms. Choi Wai Suen, Ms. Cheung Lai Chun, and Mr. Lai Nga Ming serving as chairpersons respectively[5][6] Corporate Details This section provides detailed information on the company's legal advisors, principal bankers, share registrars, registered office, and principal place of business in Hong Kong, noting the stock code is 684 - The company's principal bankers are The Hongkong and Shanghai Banking Corporation Limited and Hang Seng Bank Limited[8] - The company's principal place of business in Hong Kong is located at Chai Wan Centre Industrial Building, 20 Lee Chung Street, Chai Wan, with stock code 684[9][10] FINANCIAL HIGHLIGHTS In FY2025, the company's turnover decreased by 4.0% to HKD 465 million, net loss expanded by 39.1% to HKD 96.14 million, and gross margin fell sharply to 2.5%, resulting in a significant dividend cut Key Financial Data for FY2025 | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Turnover (HKD thousands) | 465,170 | 484,763 | -4.0% | | Gross Profit (HKD thousands) | 11,635 | 39,534 | -70.6% | | Gross Profit Margin | 2.5% | 8.2% | -5.7pp | | Net Loss (HKD thousands) | (96,136) | (69,131) | +39.1% | | Loss Per Share (HK cents) | (28.9) | (20.8) | +38.9% | | Total Dividend Per Share (HK cents) | 2 | 30 | -93.3% | Key Operating Metrics for FY2025 | Metric | FY2025 (Days) | FY2024 (Days) | Change (Days) | | :--- | :--- | :--- | :--- | | Inventory Turnover Days | 32 | 32 | 0 | | Trade Receivables Turnover Days | 71 | 69 | +2 | | Trade Payables Turnover Days | 45 | 44 | +1 | | Gearing Ratio | 0.8% | 1.2% | -0.4pp | LETTER TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS This section provides a comprehensive review of the Group's financial performance, operational challenges, and strategic outlook for the fiscal year, including detailed segment performance and liquidity management Performance Overview For the fiscal year ended March 31, 2025, the Group's sales turnover decreased by 4% to HKD 465.2 million, consolidated net loss expanded to HKD 96.1 million, and the total annual dividend was significantly reduced to HKD 2 cents per share FY2025 Performance Overview | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Sales Turnover | HKD 465.2 million | HKD 484.8 million | | Consolidated Net Loss | HKD 96.1 million | HKD 69.1 million | | Loss Per Share | HKD 28.9 cents | HKD 20.8 cents | | Total Annual Dividend | HKD 2 cents | HKD 30 cents | Business Review and Segment Performance In FY2025, the Group's sales declined in the Americas and Europe, while Asia and other markets saw strong growth, with overall gross profit margin significantly decreasing to 2.5% due to pricing pressure and product mix changes FY2025 Sales Performance by Market | Market | Sales (HKD millions) | YoY Change | Sales Contribution | | :--- | :--- | :--- | :--- | | Americas | 296.6 | -8% | 64% | | Europe | 68.9 | -41% | 15% | | Asia | 81.3 | +121% | 17% | | Other Markets | 18.3 | +127% | 4% | - Gross profit decreased by 71% year-on-year to HKD 11.6 million, with gross profit margin falling from 8.2% to 2.5%, primarily due to downward pressure on selling prices and changes in product mix[19] Operating Expenses and Other Gains/Losses This fiscal year, the Group's selling and distribution expenses and administrative expenses both increased, while other income decreased, and significant fair value losses on investment properties further exacerbated the net loss - Selling and distribution expenses increased by 14% to HKD 16 million, and administrative expenses increased by 6.9% to HKD 78.2 million[20] - Investment properties in Wan Chai, Hong Kong, saw a fair value decrease of HKD 38 million, while those in Huinan, China, decreased by HKD 7.26 million[22][24][25] - Other income amounted to HKD 36.1 million, a year-on-year decrease of HKD 10.2 million, mainly due to reduced interest income, rental income, and property management fee income[21] Business Outlook and Challenges The Group anticipates continued uncertainty and challenges in the business environment, particularly from geopolitical conflicts and trade tensions, and plans to mitigate tariff impacts through subcontracting in Malaysia while seeking new growth opportunities - The business environment is expected to remain uncertain, difficult, and challenging, with low consumer confidence and intense industry competition[27][29] - Sino-US trade tensions have led to significant tariff fluctuations, materially impacting sales in the US market; to mitigate this, the company is collaborating with clients on subcontracted production in Malaysia for some products[28][30] - The company will continue to enhance efficiency through streamlined operations, stringent cost control, and automation, while actively pursuing new clients, product categories, and expansion into the Mainland China market and online channels[31][35] Liquidity and Financial Resources As of March 31, 2025, the Group maintained a strong balance sheet with HKD 937.6 million in total assets, HKD 373.4 million in cash, and a low gearing ratio of 0.8%, demonstrating healthy liquidity and strict working capital management Financial Position as of March 31, 2025 | Metric | Amount (HKD millions) | March 31, 2024 (HKD millions) | | :--- | :--- | :--- | | Total Assets | 937.6 | 1,092.4 | | Shareholders' Equity | 717.3 | 871.0 | | Cash and Bank Balances | 373.4 | 479.3 | | Total Borrowings | 5.5 | 10.7 | | Gearing Ratio | 0.8% | 1.2% | - Working capital cycle management is stringent: inventory turnover days remained at 32 days, and trade receivables turnover days slightly increased from 69 days to 71 days[38][41] Employee and Remuneration Policies As of March 31, 2025, the Group employed approximately 1,530 staff, primarily in Mainland China, with remuneration policies based on performance, experience, and market levels, including discretionary performance bonuses - As of March 31, 2025, the Group's total number of employees was approximately 1,530, a slight decrease from 1,560 in 2024[44][46] DIRECTORS AND SENIOR MANAGEMENT This section details the profiles and responsibilities of the Group's executive and independent non-executive directors, as well as key senior management personnel, highlighting their roles in strategic oversight and operational functions Executive Directors This section introduces the four executive directors, all members of the Cheung family, who are responsible for the Group's overall strategy, sales, manufacturing, finance, administration, engineering, and R&D, holding significant company shares - Chairperson Ms. Cheung Lai Chun is responsible for the Group's overall strategic planning[49] - Managing Director Mr. Cheung Shu Man is responsible for sales, marketing, and overall production operations[52] - Executive Director Ms. Cheung Lai Sze is responsible for the Group's financial and administrative functions[58] - Executive Director Dr. Cheung Shu Sang is responsible for engineering, research and development, and intellectual property management[63] Independent Non-Executive Directors The company has appointed three independent non-executive directors with professional backgrounds in accounting, law, and business, providing independent judgment and oversight, and serving on key committees like the Audit and Remuneration Committees - Ms. Choi Wai Suen is a member of the Hong Kong Institute of Certified Public Accountants, with a background in accounting and financial analysis[69] - Mr. Lai Nga Ming is a solicitor specializing in commercial and property matters and serves as the Chairman of the Remuneration Committee[70] - Mr. Lo Chor Cheong has extensive experience in the jewelry industry and public service[71] Senior Management This section introduces the Group's senior management team, including key personnel responsible for cost innovation, subsidiary management, marketing, quality assurance, manufacturing, and corporate secretarial and financial accounting functions, with family members ensuring deep operational involvement - Mr. Cheung Shu Chuen, Director of Cost Innovation, is responsible for the Group's procurement and supplier development[74] - Ms. Tong On Yee, Company Secretary and Financial Accounting Manager, is responsible for company secretarial duties and the Group's financial accounting matters[84] DIRECTORS' REPORT This report outlines the company's principal activities, stakeholder relationships, customer and supplier concentrations, directors' and substantial shareholders' interests, and the status of public float, providing a comprehensive overview of governance and operational aspects Principal Activities & Relationship with Stakeholders The company, an investment holding entity, primarily engages in manufacturing and trading household appliances through its subsidiaries, emphasizing strong relationships with customers, suppliers, employees, and shareholders, while also prioritizing environmental sustainability with ISO 14001 certification - The company's principal business is as an investment holding company, with subsidiaries engaged in the design, manufacturing, and trading of household appliances[87][15] - The Group values its relationships with key stakeholders (customers, suppliers, employees, shareholders) and is committed to environmental protection, with its production facilities and Hong Kong headquarters holding ISO 14001:2004 environmental management system certification[89][101] Major Customers and Suppliers This fiscal year, the Group exhibited high customer concentration, with the top five clients accounting for 95% of sales and the largest client contributing 31%, while supplier concentration was lower, and no directors or major shareholders held interests in the top five customers or suppliers Customer and Supplier Concentration | Category | Percentage | | :--- | :--- | | Sales to Largest Customer | 31% | | Sales to Top Five Customers | 95% | | Purchases from Largest Supplier | 8% | | Purchases from Top Five Suppliers | 29% | Directors' and Chief Executives' Interests and Short Positions in Shares As of March 31, 2025, the company's executive directors, all members of the Cheung family, held significant direct and indirect interests in the company's shares, with Managing Director Mr. Cheung Shu Man holding approximately 60.39%, demonstrating absolute family control Executive Directors' Shareholdings | Director Name | Capacity | Total Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Cheung Shu Man | Beneficial Owner/Trust Beneficiary | 201,129,295 | 60.39% | | Ms. Cheung Lai Chun | Beneficial Owner/Trust Beneficiary | 154,949,960 | 46.52% | | Ms. Cheung Lai Sze | Beneficial Owner/Trust Beneficiary | 155,607,960 | 46.72% | | Dr. Cheung Shu Sang | Beneficial Owner/Trust Beneficiary | 155,249,960 | 46.61% | - The trust interest of 154,349,960 shares pertains to the same block of shares held by The Cheung Lun Family Trust through its controlled entities (UAL, AICL, CIL), with all four executive directors being beneficiaries of this trust[146] Directors' Interests in Transactions, Arrangement and Contracts of Significance During the reporting period, the Group engaged in ongoing related party leasing transactions with subsidiaries of its major shareholders for properties in Hong Kong and Mainland China, all approved by independent non-executive directors and deemed to be on normal commercial terms - The Group leased office properties and car parking spaces in Chai Wan, Hong Kong, from related party Arlon Investment Limited, with total annual rent of approximately HKD 1.56 million[153][154][155] - The Group leased land and properties in Huizhou, China, from related parties Ocean Glory Limited and Arlon Investment Limited, with total annual rents of HKD 0.984 million and HKD 0.9 million respectively[159][160] Substantial Shareholders Beyond the directors, the company's substantial shareholders include Credit Suisse Trust Limited holding 46.34% as trustee and prominent investor Mr. David Michael Webb holding 13.24% through his wholly-owned company, indicating significant external institutional and individual investment alongside family control Substantial Shareholders' Shareholdings (Excluding Directors) | Shareholder Name | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | | Credit Suisse Trust Limited (as trustee) | 154,349,960 | 46.34% | | Webb, David Michael | 44,086,000 | 13.24% | Sufficiency of Public Float The report indicates that the company's public float has consistently remained below the 25% minimum requirement since April 25, 2024, currently at approximately 24.04%, and the company is committed to taking appropriate measures to restore it as soon as possible - As of the date of this annual report, the company's public float is approximately 24.04%, which is below the 25% minimum standard required by the Listing Rules[185][188] - The company will take appropriate measures to ensure the public float is restored to the minimum required percentage as soon as practicable[186][189] CORPORATE GOVERNANCE REPORT This report details the company's corporate governance framework, including the board's structure and functions, the roles of its committees, risk management and internal control systems, and policies for shareholder rights and communication Board of Directors Functions and Composition The Board of Directors, comprising four executive and three independent non-executive directors, ensures clear division of responsibilities between the Board and management, adheres to a diversity policy, and provides oversight on strategy, performance, and training - The Board of Directors comprises 4 executive directors and 3 independent non-executive directors, meeting Listing Rules requirements for the number and professional qualifications of independent non-executive directors[197][201] - Responsibilities are clearly delineated between the Board and management, with the Board overseeing strategy, supervision, and major approvals, while daily operations are managed by the management[202][205] - The company has adopted a Board diversity policy and disclosed the gender ratio of Board members as 4 males and 3 females[220][221] Board Committees The company has established Audit, Nomination, and Remuneration Committees, composed of directors with relevant expertise, to strengthen corporate governance through regular meetings and oversight of financial reporting, director nominations, and remuneration policies Audit Committee The Audit Committee, composed of three independent non-executive directors, held two meetings during the year to review financial results, assess accounting policies, and discuss risk management and internal control systems with auditors - The Audit Committee, comprising three independent non-executive directors, held two meetings during the year[229][230] Nomination Committee The Nomination Committee, chaired by Ms. Cheung Lai Chun and including two independent non-executive directors, held one meeting during the year to review board structure, assess director independence, and recommend appointments and succession - The Nomination Committee, comprising the Chairperson and two independent non-executive directors, held one meeting during the year to review the Board's composition and director qualifications[234][238] Remuneration Committee The Remuneration Committee, chaired by an independent non-executive director and including another independent non-executive director and an executive director, held one meeting during the year to formulate and approve remuneration policies for directors and senior management - The Remuneration Committee, composed predominantly of independent non-executive directors, held one meeting during the year to approve remuneration policies and packages for directors and senior management[241][243] Risk Management and Internal Controls The Board oversees the Group's risk management and internal control systems, engaging external independent professionals, KLC Kennic Lui & Co., Limited, to assess and review their effectiveness, and deems the current systems to be effective and sufficient - The Board acknowledges its responsibility to continuously monitor the Group's risk management and internal control systems and conducts annual effectiveness reviews[266][267] - The Group does not have an internal audit department but engages external independent professionals, KLC Kennic Lui & Co., Limited, to conduct internal control reviews and risk assessments[268][271] Shareholders' Rights and Communication This report clarifies shareholders' rights, including procedures for convening extraordinary general meetings and proposing resolutions, emphasizing that shareholders holding at least 10% of paid-up capital can request an EGM, and the company values annual general meetings as key communication opportunities - Shareholders holding not less than one-tenth of the company's paid-up share capital have the right to request the Board to convene an extraordinary general meeting[282][285] - The company values communication with shareholders and regards the annual general meeting as an opportunity for direct interaction between the Board and shareholders[289][292] INDEPENDENT AUDITOR'S REPORT This report presents the independent auditor's unqualified opinion on the consolidated financial statements and highlights the valuation of investment properties as the sole key audit matter due to its materiality and the significant judgments involved Opinion Independent auditor Deloitte Touche Tohmatsu issued an unqualified opinion, affirming that the company's consolidated financial statements fairly present its financial position as of March 31, 2025, and its financial performance and cash flows for the year, prepared in accordance with Hong Kong Financial Reporting Standards - The auditor issued an unqualified opinion, stating that the financial statements truly and fairly reflect the Group's financial position and performance[294][296] Key Audit Matters The sole key audit matter identified was 'Valuation of Investment Properties' due to its significant amount (HKD 383 million) and the substantial assumptions and judgments involved in determining its fair value, which the auditor subjected to focused procedures - The sole key audit matter is the 'Valuation of Investment Properties'[300] - This matter is key because investment properties are material (HKD 382.8 million as of March 31, 2025), and their fair value assessment involves significant assumptions and judgments[301] - The auditor's procedures included assessing the competence and objectivity of external valuers, understanding their valuation techniques and key assumptions, checking the accuracy of management-provided data, and involving internal valuation specialists for assessment[303][308] CONSOLIDATED FINANCIAL STATEMENTS This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows, along with detailed notes providing comprehensive explanations of accounting policies, segment information, asset valuations, and financial risk management CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME In FY2025, the company's turnover was HKD 465 million, a 4% decrease year-on-year, with the annual loss expanding to HKD 96.14 million due to increased cost of sales and a HKD 45.26 million fair value loss on investment properties, resulting in total comprehensive expenses of HKD 97.06 million Key Items from Consolidated Statement of Profit or Loss (HKD thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Turnover | 465,170 | 484,763 | | Gross Profit | 11,635 | 39,534 | | Loss on fair value change of investment properties | (45,258) | (69,143) | | Loss before tax | (94,179) | (72,123) | | Loss for the year | (96,136) | (69,131) | | Total comprehensive expense for the year | (97,058) | (86,374) | CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of March 31, 2025, the Group's total assets decreased to HKD 938 million from HKD 1.092 billion, primarily due to fair value decline in investment properties and reduced cash, while net assets decreased to HKD 717 million, maintaining a robust financial structure with HKD 346 million in net current assets and HKD 5.54 million in secured bank loans Key Items from Consolidated Statement of Financial Position (HKD thousands) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 400,764 | 452,093 | | Of which: Investment properties | 382,789 | 429,752 | | Current assets | 536,843 | 640,268 | | Of which: Cash and short-term deposits | 373,390 | 479,252 | | Total assets | 937,607 | 1,092,361 | | Current liabilities | 191,165 | 183,856 | | Non-current liabilities | 29,112 | 37,498 | | Total liabilities | 220,277 | 221,354 | | Net assets | 717,330 | 871,007 | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY This fiscal year, shareholders' equity decreased from HKD 871 million at the beginning of the year to HKD 717 million at year-end, primarily due to a net loss of HKD 96.14 million and dividends paid totaling HKD 56.62 million, with other comprehensive expenses also having a minor negative impact - Shareholders' equity decreased from HKD 871 million at the beginning of the year to HKD 717 million at year-end[339] - Key factors contributing to the equity reduction include a loss for the year of HKD 96.14 million and dividends recognized as distributed totaling HKD 56.62 million[339] CONSOLIDATED STATEMENT OF CASH FLOWS In FY2025, the Group's cash and cash equivalents decreased by HKD 114 million, with net cash outflow from operating activities of HKD 62.53 million reflecting operational pressure, net cash inflow from investing activities of HKD 10.78 million, and net cash outflow from financing activities of HKD 62.18 million primarily for dividend payments and loan repayments Consolidated Statement of Cash Flows Summary (HKD thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net cash outflow from operating activities | (62,529) | (38,407) | | Net cash inflow from investing activities | 10,776 | 82,945 | | Net cash outflow from financing activities | (62,177) | (55,779) | | Net decrease in cash and cash equivalents | (113,930) | (11,241) | | Cash and cash equivalents at end of year | 309,190 | 425,252 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS This section provides detailed explanations and supplementary information for the financial statements, covering accounting policies, key judgments, segment information, asset and liability breakdowns, related party transactions, and financial instrument risk management, which are crucial for understanding the company's financial position and operating results Note 5: Revenue and Segment Information This note details revenue and segment performance by geographical region, showing the Americas as the largest revenue source at 64% of total income, and highlights very high customer concentration, with the top four clients contributing over 80% of revenue Major Customer Revenue Contribution (HKD thousands) | Customer | FY2025 Revenue | FY2024 Revenue | | :--- | :--- | :--- | | Customer A | 146,068 | 124,695 | | Customer B | 130,321 | 200,916 | | Customer C | 95,741 | 66,909 | | Customer D | 53,185 | 50,727 | Note 13: Investment Properties This note details the fair value changes of investment properties, which stood at HKD 383 million as of March 31, 2025, with a recognized fair value decrease of HKD 45.26 million for the year, and discloses valuation techniques and key unobservable inputs - The net fair value of investment properties decreased by HKD 45.26 million for the year, recognized in the statement of profit or loss[586] - Hong Kong properties are valued using the direct comparison method, while Mainland China properties are valued using the investment term and reversion analysis method, both classified as Level 3 in the fair value hierarchy[589][591] Note 28: Financial Instruments and Risk Management This note outlines the Group's primary financial risks, including market risk (currency and interest rate), credit risk, and liquidity risk, detailing exposure to HKD and RMB exchange rate fluctuations, high customer concentration for credit risk, and liquidity management through cash and bank borrowings - The Group primarily faces currency risk from USD, HKD, and RMB; sensitivity analysis indicates that a 10% depreciation of each Group entity's functional currency against HKD would reduce loss after tax by HKD 25.43 million[664][672] - Credit risk primarily arises from trade receivables and is highly concentrated among a few customers; the Group manages this risk through credit approval and monitoring procedures[683][684] - Regarding liquidity risk, as of March 31, 2025, the Group's total undiscounted cash flows for non-derivative financial liabilities (including trade payables and bank loans) amounted to approximately HKD 68.99 million[724] FINANCIAL SUMMARY This section summarizes the Group's key financial data for the past five fiscal years, showing a continuous decline in turnover since FY2021, increasing losses for three consecutive years from FY2023, and a downward trend in total assets and net assets Five-Year Financial Summary (HKD millions) | Fiscal Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Turnover | 465.2 | 484.8 | 413.3 | 783.2 | 909.5 | | Loss/(Profit) for the year | (96.1) | (69.1) | (62.1) | (27.0) | 46.4 | | Total Assets | 937.6 | 1,092.4 | 1,248.9 | 1,412.6 | 1,583.9 | | Total Liabilities | 220.3 | 221.4 | 241.5 | 310.0 | 378.9 | | Net Assets | 717.3 | 871.0 | 1,007.3 | 1,102.5 | 1,205.0 |