鹰美(02368) - 2025 - 年度财报

Financial Highlights Key Financial Indicators For the year ended March 31, 2025, the Group achieved record revenue of HKD 4.808 billion, up 18.0%, but profit attributable to owners declined 17.6% to HKD 217 million due to new plant losses and increased costs, impacting EPS and dividends Performance and Financial Position Summary (Million HKD) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Performance | | | | | Revenue | 4,808 | 4,075 | +18.0% | | Profit attributable to owners for the year | 217 | 264 | -17.8% | | Basic earnings per share | 38.5 HK cents | 49.3 HK cents | -21.9% | | Dividend per share (Interim + Final) | 26 HK cents | 38 HK cents | -31.6% | | Financial Position | | | | | Total assets | 3,974 | 3,170 | +25.4% | | Interest-bearing bank loans | 1,448 | 909 | +59.3% | | Shareholders' equity | 1,754 | 1,576 | +11.3% | Geographical Revenue Distribution (Million HKD) | Region | 2025 Revenue | % of Total | 2024 Revenue | % of Total | | :--- | :--- | :--- | :--- | :--- | | Mainland China | 2,471 | 51.4% | 2,332 | 57.2% | | United States | 985 | 20.5% | 729 | 17.9% | | Europe | 610 | 12.7% | 488 | 12.0% | | South Korea | 197 | 4.1% | 117 | 3.7% | | Japan | 117 | 2.4% | 89 | 2.2% | | Others | 428 | 8.9% | 284 | 7.0% | Chairman's Statement Business Review The Group navigated global macroeconomic challenges by adhering to a 'technology-driven, resilience-focused' philosophy and a 'global layout, technological accumulation, agile response' strategic framework, deepening global production capacity in Vietnam and Indonesia to offset domestic automation costs, while enhancing smart production and talent development - The Group is guided by a three-dimensional strategic framework of "global layout, technological accumulation, and agile response" to address structural changes in the sportswear industry[30] - The Group continues to deepen its global production capacity strategy, with the third factory in Vietnam completing optimization and integration, and the Bandung base expansion in Indonesia progressing steadily, aiming to offset the financial pressure from domestic automation investments[32] Outlook The Group will uphold 'cycle-crossing, continuous improvement' principles, dynamically optimizing its global supply chain, strictly controlling capital expenditure, accelerating new technology adoption for cost reduction and efficiency, and continuously improving cash flow management, while closely monitoring international business conditions and maintaining its dividend payout policy - Future plans include strict control over capital expenditure, accelerated adoption of new technologies to reduce costs and enhance efficiency, and careful assessment of potential impacts from US trade policy uncertainties[35] - The Group is committed to maintaining its dividend payout ratio policy to reward shareholder support while pursuing sustainable development[35] Management Discussion and Analysis Financial Performance Review During the review period, the Group's total sales reached a record HKD 4.808 billion, up 18.0%, driven by strong growth in European and American markets and increased Southeast Asian production capacity; however, initial losses from a new Vietnam base and increased operating and financing costs led to a decline in gross margin to 16.1% and pre-tax profit margin to 6.7%, resulting in a 17.6% decrease in profit attributable to owners Annual Financial Performance Summary (Million HKD) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total sales | 4,807.9 | 4,074.7 | +18.0% | | Gross profit | 772.7 | 748.7 | +3.2% | | Gross profit margin | 16.1% | 18.4% | -2.3 p.p. | | Profit before tax | 323.8 | 380.8 | -15.0% | | Profit before tax margin | 6.7% | 9.3% | -2.6 p.p. | | Profit attributable to owners | 217.2 | 263.5 | -17.6% | | Net profit margin attributable to owners | 4.5% | 6.5% | -2.0 p.p. | - Sales market structure shifted: Mainland China's sales proportion decreased from 57.2% to 51.4%, while the combined sales proportion of European and American markets increased from 29.9% to 33.2%, indicating the Group's successful expansion into these markets[42] - Costs and expenses significantly increased: Selling and distribution expenses grew by 42.3%, administrative expenses by 15.7%, and financing costs by 58.7% due to increased bank loans, collectively eroding profit[45] Annual Dividend Distribution | Dividend Type | 2025 (HK cents/share) | 2024 (HK cents/share) | | :--- | :--- | :--- | | Interim dividend | 22 | 30 | | Final dividend | 4 | 8 | | Total for the year | 26 | 38 | Liquidity and Financial Resources The Group maintained a sound liquidity position, relying on internal resources and bank credit, with cash and bank balances at HKD 387 million at year-end, a decrease from the prior year; bank loan facilities and utilized amounts significantly increased to support capacity expansion, causing the net debt-to-equity ratio to rise sharply from 25.7% to 58.1% Liquidity and Debt Position (Million HKD) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and bank balances | 387.4 | 490.1 | | Bank loan facilities | 1,953.7 | 1,486.3 | | Utilized bank loans | 1,447.5 | 909.5 | | Gearing ratio | 58.1% | 25.7% | Employees and Remuneration Policy With business expansion, the Group's total number of employees increased from approximately 15,500 to 18,800, and total annual employee benefit expenses, including directors' emoluments, grew from HKD 1.053 billion to HKD 1.234 billion, with remuneration policies determined by performance, experience, and industry practice Employee and Remuneration Overview | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total employees (approx) | 18,800 | 15,500 | | Total employee benefit expenses (Million HKD) | 1,233.5 | 1,052.6 | Connected Transactions During the year, the Group engaged in several continuing connected transactions, primarily including a master service agreement and lease with Pouyuen Vietnam, an indirect wholly-owned subsidiary of major shareholder Yue Yuen Industrial, and sportswear sales transactions with Li Ning Group, with all transactions conducted within pre-set annual caps and reviewed by independent non-executive directors and the company's auditor - A new master service agreement and lease were signed with Pouyuen Vietnam, a subsidiary of major shareholder Yue Yuen Industrial, for a term of three years[55][59] - Sales transactions with connected party Li Ning Group amounted to RMB 578 million, which did not exceed the annual cap of RMB 850 million[57][58] Directors' and Senior Management's Biographies Changes in Directors and Senior Management During the reporting period, the company's board and senior management underwent several changes, with founder Mr. Chung Yuk Sing stepping down as CEO in September 2024, succeeded by his son Mr. Chung Chi Kit, and the appointment of Mr. Tang Chung Cheung, Ms. Lai Yan Ham, and Mr. Chow Wai Tak as executive directors, while Mr. Wu Ka Ho and Mr. Sze Chi Hung resigned, reflecting the company's succession plan and ongoing collaboration with major shareholder Pou Chen Corporation - Mr. Chung Yuk Sing resigned as Chief Executive Officer in September 2024, succeeded by his son Mr. Chung Chi Kit, reflecting the family business succession[65][66] - Several new executive directors were appointed, including Ms. Lai Yan Ham, Mr. Chow Wai Tak, and Mr. Tang Chung Cheung, with Mr. Chow and Mr. Tang holding key positions in major shareholder Pou Chen Group, indicating deep shareholder involvement[68][69] Directors' Report Results, Dividends, and Financial Summary The report reviews the Group's performance and balance sheet over the past five financial years, with profit for the year ended March 31, 2025, at HKD 229 million; the company has paid an interim dividend of 22 HK cents per share and proposed a final dividend of 4 HK cents per share, with distributable reserves of HKD 982 million at period-end Five-Year Performance Summary (Thousand HKD) | Year | Revenue | Profit before tax | Profit for the year | Attributable to owners of the Company | | :--- | :--- | :--- | :--- | :--- | | 2025 | 4,807,899 | 323,821 | 228,531 | 217,201 | | 2024 | 4,074,668 | 380,779 | 272,033 | 263,510 | | 2023 | 4,051,107 | 399,444 | 300,943 | 292,639 | | 2022 | 3,668,371 | 363,938 | 282,581 | 274,633 | | 2021 | 3,248,875 | 422,386 | 326,735 | 313,559 | - The company paid an interim dividend of 22 HK cents per share on December 11, 2024, and proposed a final dividend of 4 HK cents per share[81] Major Customers and Shareholder Interests The Group exhibits high customer concentration, with the top five clients accounting for 96.4% of total sales and the largest client contributing 58.7%, while suppliers are more diversified; the report details shareholdings of directors and major shareholders, including the Chung Yuk Sing family, Wong Wing Biu family, and major shareholder Pou Chen Corporation, confirming sufficient public float has been maintained - Customer concentration is high: the top five customers accounted for 96.4% of total sales, with the largest customer contributing 58.7%[89] - Supplier concentration is lower: the top five suppliers accounted for 29.8% of total purchases, with the largest supplier contributing 7.1%[89] Major Shareholder Holdings (As at March 31, 2025) | Shareholder Name | Capacity | Number of Shares Held (Long Position) | % of Issued Share Capital | | :--- | :--- | :--- | :--- | | Time Easy (Wholly-owned by Mr. Chung Yuk Sing) | Beneficial owner | 72,650,000 | 12.65% | | Excel Skill (Wholly-owned by Mr. Wong Wing Biu) | Beneficial owner | 32,320,000 | 5.63% | | Pou Chen Corporation (Through multi-level holdings) | Controlled corporation interest | 192,000,000 | 33.44% | Corporate Governance Report Board and Governance Functions The company is committed to maintaining high corporate governance standards, with the Board comprising executive and independent non-executive directors holding four meetings during the period, adopting a board diversity policy including gender, and addressing a brief deviation from the chairman and CEO role separation rule, with the Board responsible for governance functions and delegating some to the Audit Committee - During the reporting period, there was a temporary deviation from the Corporate Governance Code provision requiring the roles of Chairman and Chief Executive Officer to be separate, but this deviation ended on September 2, 2024, when Mr. Chung Chi Kit assumed the role of Chief Executive Officer[124] Group Employee Gender Diversity Ratio | Level | Female Ratio | Male Ratio | | :--- | :--- | :--- | | Board of Directors | 25% (3 persons) | 75% (9 persons) | | Senior Management | 44% (4 persons) | 56% (5 persons) | | Other Employees | 79% (14,835 persons) | 21% (3,943 persons) | | Overall Employees | 79% (14,842 persons) | 21% (3,957 persons) | Board Committees The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist the Board, with the Audit Committee overseeing financial reporting, internal controls, and risk management, the Remuneration Committee setting director and senior management compensation, and the Nomination Committee reviewing board structure and nominating directors, all holding regular meetings and fulfilling their terms of reference - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing financial reports, internal controls, risk management, and ESG matters[138][139] - The Remuneration Committee, comprising one executive director and two independent non-executive directors, is responsible for recommending remuneration packages for directors and senior management[142] - The Nomination Committee, consisting of one executive director and two independent non-executive directors, is responsible for reviewing the Board's composition, assessing the independence of independent non-executive directors, and nominating director candidates[144] Audit, Internal Control, and Risk Management The Board, through the Audit Committee, assumes overall responsibility for the Group's risk management and internal control systems, aiming to prevent material misstatement or fraud, with established processes for risk identification and management, and policies on inside information and anti-corruption; systems were reviewed by various parties and deemed effective and adequately resourced, with total auditor fees of HKD 4.428 million for the year - The Board confirmed that the Group's risk management and internal control systems are effectively implemented across financial, operational, and compliance controls, and that resources for accounting, internal audit, and ESG reporting functions are adequate[152][163] Auditor's Remuneration (Thousand HKD) | Services Provided | Fees Payable | | :--- | :--- | | Audit services | 4,316 | | Non-audit services | 112 | | Total | 4,428 | Shareholders' Rights The report clarifies key shareholder rights, including procedures for convening extraordinary general meetings (requiring written request from shareholders holding at least 10% of paid-up capital), channels for communicating inquiries to the Board, and procedures for proposing resolutions at general meetings; the company also outlines its dividend policy, aiming to balance shareholder expectations with development needs, listing various factors considered when determining dividends - Shareholders holding not less than one-tenth of the company's paid-up capital may submit a written request to the Board to convene an extraordinary general meeting[162] - The company's dividend policy aims to balance shareholder returns with business development needs, considering various factors such as operating results, financial position, and working capital requirements when declaring dividends[166][167] Audited Financial Statements Independent Auditor's Report Auditor Ernst & Young issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming they present a true and fair view of the Group's financial position, performance, and cash flows, prepared in compliance with HKFRS and the Hong Kong Companies Ordinance; a key audit matter was 'goodwill impairment,' where the auditor engaged valuation experts to assess assumptions and methods, finding no material issues - Auditor Ernst & Young issued an unmodified opinion on the financial statements[172] - A key audit matter was "goodwill impairment"; the auditor engaged valuation experts to assist in evaluating management's assumptions and methods, and compared forecasts with historical performance during the audit[174][177] Consolidated Financial Statements This section presents the Group's four primary consolidated financial statements: the statement of profit or loss, statement of comprehensive income, statement of financial position, and statement of cash flows, comprehensively reflecting the Group's operating results, changes in financial position, and cash flows during the reporting period Consolidated Statement of Profit or Loss For the year ended March 31, 2025, the Group's revenue was HKD 4.808 billion, up 18.0% year-on-year; however, due to increased cost of sales and operating expenses, profit before tax decreased to HKD 324 million, with profit for the year at HKD 229 million, of which HKD 217 million was attributable to owners, a 17.6% year-on-year decrease, and basic earnings per share was 38.5 HK cents Consolidated Statement of Profit or Loss Summary (Thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 4,807,899 | 4,074,668 | | Cost of sales | (4,035,190) | (3,325,976) | | Gross profit | 772,709 | 748,692 | | Selling and distribution expenses | (39,766) | (27,949) | | Administrative expenses | (356,554) | (308,163) | | Finance costs | (69,015) | (43,479) | | Profit before tax | 323,821 | 380,779 | | Income tax expense | (95,290) | (108,746) | | Profit for the year | 228,531 | 272,033 | | Attributable to owners of the Company | 217,201 | 263,510 | | Basic earnings per share | 38.5 HK cents | 49.3 HK cents | Consolidated Statement of Financial Position As at March 31, 2025, the Group's total assets increased to HKD 3.974 billion, primarily driven by increases in non-current assets (property, plant and equipment, right-of-use assets) and current assets (inventories, trade receivables); total liabilities also significantly grew to HKD 2.150 billion, mainly due to interest-bearing bank loans rising from HKD 909 million to HKD 1.448 billion, while net assets increased from HKD 1.634 billion to HKD 1.824 billion Consolidated Statement of Financial Position Summary (Thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 2,012,004 | 1,518,222 | | Property, plant and equipment | 1,319,765 | 1,018,153 | | Goodwill | 163,922 | 104,076 | | Current assets | 1,962,030 | 1,652,265 | | Inventories | 962,565 | 704,869 | | Trade receivables | 460,403 | 324,572 | | Cash and bank balances | 387,390 | 490,058 | | Total assets | 3,974,034 | 3,170,487 | | Current liabilities | 1,913,783 | 1,211,168 | | Interest-bearing bank loans (current) | 1,307,462 | 651,074 | | Non-current liabilities | 236,161 | 324,903 | | Total liabilities | 2,149,944 | 1,536,071 | | Net assets | 1,824,090 | 1,634,416 | | Equity attributable to owners of the Company | 1,754,329 | 1,575,883 | Consolidated Statement of Cash Flows Operating cash flow for the year shifted from a net inflow of HKD 229 million last year to a net outflow of HKD 0.146 million, primarily due to increased inventories and trade receivables; net cash outflow from investing activities expanded to HKD 322 million, mainly for purchasing property, plant and equipment and acquiring subsidiaries; net cash inflow from financing activities was HKD 235 million, primarily from new bank loans, partially offset by dividend payments, resulting in a net decrease of HKD 87 million in cash and cash equivalents Consolidated Statement of Cash Flows Summary (Thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash flows from operating activities | (146) | 229,273 | | Net cash flows from investing activities | (321,766) | (271,697) | | Net cash flows from financing activities | 234,931 | 42,544 | | Net increase/(decrease) in cash and cash equivalents | (86,981) | 120 | | Cash and cash equivalents at beginning of year | 490,058 | 515,387 | | Net effect of exchange rate changes | (15,687) | (25,449) | | Cash and cash equivalents at end of year | 387,390 | 490,058 | Notes to the Financial Statements This section provides detailed explanations and supplementary information to the consolidated financial statements, covering the company's principal accounting policies, significant accounting estimates, segment information, details of various assets and liabilities, connected transactions, financial risk management, and business combinations Note 4: Operating Segment Information The Group is segmented into six reporting segments based on customer geographical location, with Mainland China remaining the largest market contributing HKD 2.47 billion in revenue, though its segment results declined; the US and European markets recorded growth in both revenue and results, and customer concentration remains high, with the top three customers contributing 93.5% of the Group's total revenue Segment Revenue and Results (Thousand HKD) | Segment | 2025 Revenue | 2025 Results | 2024 Revenue | 2024 Results | | :--- | :--- | :--- | :--- | :--- | | Mainland China | 2,471,254 | 347,093 | 2,332,360 | 458,933 | | United States | 985,367 | 128,530 | 728,809 | 99,264 | | Europe | 609,789 | 89,406 | 488,067 | 76,133 | | South Korea | 196,704 | 43,230 | 152,515 | 26,646 | | Japan | 116,783 | 23,807 | 88,984 | 14,979 | | Other regions | 428,002 | 100,877 | 283,933 | 46,397 | | Total | 4,807,899 | 732,943 | 4,074,668 | 722,352 | Major Customer Revenue (Thousand HKD) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 2,821,707 | 2,583,440 | | Customer B | 1,050,785 | 644,691 | | Customer C | 623,871 | 721,749 | Note 16: Goodwill At year-end, the Group's goodwill carrying amount was HKD 164 million, an increase of HKD 59.85 million from the prior year, primarily due to the acquisition of the Din Sen cash-generating unit during the year; management performed annual impairment tests on all cash-generating units containing goodwill using the value-in-use method (discounted future cash flows) and concluded that no impairment was necessary Movement in Goodwill Carrying Amount (Thousand HKD) | Item | Amount | | :--- | :--- | | Balance at beginning of year | 104,076 | | Acquisition of subsidiary (Din Sen) | 59,846 | | Balance at end of year | 163,922 | - Goodwill impairment tests were conducted using the value-in-use method, based on a five-year financial budget, applying pre-tax discount rates ranging from 15.0% to 19.0% and perpetual growth rates from 2.0% to 2.5%; the directors believe that no reasonable change in assumptions would lead to impairment[504][508][513][518][522] Note 29: Business Combination On July 1, 2024, the Group acquired the target group (Wisdom Innovation and its subsidiaries), engaged in sportswear manufacturing and sales, for a total consideration of HKD 225 million, comprising HKD 42.82 million in cash and HKD 182 million in consideration shares, which resulted in HKD 59.85 million in goodwill; since the acquisition date, the target group contributed HKD 67.73 million in revenue and a loss of HKD 52.92 million to the Group Acquisition Summary (Thousand HKD) | Item | Amount | | :--- | :--- | | Total consideration | 224,936 | | Of which: Cash consideration | 42,822 | | Of which: Consideration shares | 182,114 | | Identifiable net assets | 165,090 | | Goodwill arising | 59,846 | - The net cash outflow from the acquisition was HKD 30.75 million; since the acquisition, the acquired business contributed a negative HKD 52.92 million (loss) to the Group's consolidated profit for the current year[591]