Company Information This chapter provides essential company details, including board and committee members, key officers, auditor, registered office, and principal bankers - This section provides basic company information, including board members, committee members, compliance officer, company secretary, auditor, registered office, headquarters address, share registrar, principal bankers, and company website34 Chairman's Statement Annual Performance Despite a 66.4% revenue decline in FY2025, the Group achieved an annual profit of HKD 36.3 million, primarily due to a HKD 64.5 million gain from a subsidiary disposal, with no final dividend recommended Key Performance Indicators for FY2025 | Indicator | FY2025 (HKD million) | FY2024 (HKD million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 21.2 | 63.1 | -66.4% | | Gross Profit | 3.0 | 14.7 | -79.6% | | Annual Profit/(Loss) | 36.3 | (38.6) | Turnaround to Profit | | Gain from Disposal of Subsidiary | 64.5 | 0 | Not Applicable | - The Board does not recommend the payment of a final dividend for the year ended March 31, 20258 Future Outlook The Group anticipates market demand and revenue growth from China's accommodative monetary policy, while also pursuing product diversification, R&D, and strategic partnerships to capitalize on new eco-friendly wood product demand - The Chinese government is expected to maintain a moderately accommodative monetary policy, which is anticipated to stimulate market demand, thereby increasing customer orders and Group revenue9 - China's emphasis on environmental sustainability creates new demand for the Group's wood products, as wood is a renewable resource with a lower carbon footprint9 - The Group will focus on increasing product variety, investing more resources in R&D and procurement, and exploring strategic cooperation opportunities with mid-to-downstream market participants in the industrial chain910 Management Discussion and Analysis Business Review The Group's wood product business, tied to China's real estate sector, saw a 66.4% revenue drop to HKD 21.2 million in FY2025 due to market downturn, prompting efficiency and cost control initiatives - Due to the sluggish real estate market in China and decreased demand for building materials, the Group's revenue for the year ended March 31, 2025, decreased by approximately 66.4% year-on-year to approximately HKD 21.2 million16 Financial Review Despite significant revenue and gross profit declines in FY2025, the Group achieved an annual profit of HKD 36.3 million (vs. HKD 38.6 million loss last year) primarily due to a HKD 64.5 million gain from a subsidiary disposal and reduced expenses FY2025 Financial Performance | Indicator | FY2025 (HKD million) | FY2024 (HKD million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 21.2 | 63.1 | -66.4% | | Gross Profit | 3.0 | 14.7 | -79.6% | | Annual Profit/(Loss) | 36.3 | (38.6) | Turnaround to Profit | - Key reasons for the annual turnaround from loss to profit include: recognition of a gain of approximately HKD 64.5 million from the disposal of a subsidiary, a reduction in administrative expenses of approximately HKD 4.6 million, a decrease in impairment losses on non-current assets of approximately HKD 12.3 million, and a reduction in finance costs of approximately HKD 1.3 million20 Liquidity, Financial Resources and Capital Structure As of March 31, 2025, the Group reported HKD 2.9 million in cash, HKD 15.4 million in net current liabilities, zero bank borrowings, and an improved gearing ratio of 83.9% (down from 115.8%) Key Capital Structure Indicators (as of March 31) | Indicator | 2025 (HKD million) | 2024 (HKD million) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 2.9 | 1.0 | | Net Current Liabilities | (15.4) | (14.5) | | Total Bank Borrowings | 0 | 161.5 | | Gearing Ratio | 83.9% | 115.8% | Employees and Remuneration Policy As of March 31, 2025, the Group had 14 employees with remuneration based on performance and industry practice; the 2015 share option scheme expired, leaving no outstanding options - As of March 31, 2025, the Group had a total of 14 employees33 - The Company's share option scheme adopted on February 9, 2015, expired on February 23, 2025, with no outstanding share options at year-end33 Biographical Details of Directors and Senior Management Directors and Senior Management Biographies This chapter details the personal biographies, professional qualifications, and extensive experience of the company's executive, non-executive, and independent non-executive directors, as well as the company secretary and compliance officer - This section provides detailed biographies of Executive Directors Mr. Li Yue and Mr. Xue Zhaoqiang, Non-executive Director Mr. Ding Hongquan, Independent Non-executive Directors Mr. Wang Wei, Ms. Dong Ping, and Mr. Zhu Da, and Company Secretary Mr. Chan Yuk Hiu35363738404143 Corporate Governance Report Compliance and Board Operations The company complied with the Corporate Governance Code, with a six-member Board ensuring power balance and separate Chairman/CEO roles; all directors attended four Board meetings during the year - For the year ended March 31, 2025, the Company has complied in all material respects with the code provisions set out in the Corporate Governance Code47 - The Board currently comprises six Directors, including two Executive Directors, one Non-executive Director, and three Independent Non-executive Directors50 - The roles of the Company's Chairman, Mr. Li Yue, and Chief Executive Officer, Mr. Xue Zhaoqiang, are segregated and not performed by the same individual, in compliance with the Corporate Governance Code56 Board Committees The company has Audit, Nomination, and Remuneration Committees, each composed of three independent non-executive directors; the Audit Committee met twice, while the Nomination and Remuneration Committees each met once - The Audit Committee comprises three Independent Non-executive Directors, chaired by Mr. Zhu Da, and held two meetings during the year to review annual results and financial statements6264 - The Nomination Committee comprises three Independent Non-executive Directors, chaired by Mr. Wang Wei, and held one meeting during the year to review the Board's composition6566 - The Remuneration Committee comprises three Independent Non-executive Directors, chaired by Ms. Dong Ping, and held one meeting during the year to review the remuneration packages of Directors and senior management7274 Internal Control and Risk Management The Board ensures sound internal control and risk management, reviewed for effectiveness, utilizing a three-tier approach across operational, financial, and compliance aspects, with key components deemed reasonably implemented - The Group adopted a three-tier risk management approach, with business units, management, and the Audit Committee serving as the first, second, and third lines of defense, respectively, to identify, assess, mitigate, and respond to risks87 - The Board and Audit Committee have reviewed the Group's internal control system and believe that its main components have been reasonably implemented across operational, financial, and compliance aspects, with no significant issues identified91 Directors' Report Business and Results The Group, engaged in wood product business, reported an annual profit but no final dividend; sales to top five customers were 65.9%, while purchases from top five suppliers were 97.8%, indicating high supplier concentration - The Group recorded a profit for the year ended March 31, 2025, but the Board does not recommend the payment of a final dividend105 Customer and Supplier Concentration | Category | Percentage | Fiscal Year | | :--- | :--- | :--- | | Sales to Top Five Customers | 65.9% | 2025 | | Sales to Largest Customer | 18.4% | 2025 | | Purchases from Top Five Suppliers | 97.8% | 2024 | | Purchases from Largest Supplier | 70.8% | 2024 | Shareholders' Equity and Share Options As of March 31, 2025, Executive Director Mr. Xue Zhaoqiang held 10.66% of shares, and major shareholder Ms. Sun Xuesong held 46.88%; the 2015 share option scheme expired with no outstanding options Major Shareholders' Shareholdings (as of March 31, 2025) | Shareholder Name | Capacity | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Xue Zhaoqiang | Executive Director | 27,978,425 | 10.66% | | Ms. Sun Xuesong | Major Shareholder | 123,041,695 | 46.88% | - The Company's share option scheme adopted in 2015 expired on February 23, 2025, and there were no outstanding share options as of the end of the reporting period143145 Independent Auditor's Report Audit Opinion and Key Audit Matters Auditor BDO Limited issued an unmodified opinion on the Group's financial statements, with 'Valuation of Investment Properties' as the sole key audit matter, addressed by assessing valuer competence, methods, and data - The auditor believes that the consolidated financial statements fairly and truly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards151 - The key audit matter is 'Valuation of Investment Properties.' Management estimated its fair value at approximately HKD 18,536,000, which relies on significant assumptions such as term yield, reversionary yield, and market rent154 - The auditor, through assessing the objectivity and competence of the independent valuer, evaluating the reasonableness of valuation methods, sampling input data, and utilizing internal valuation experts, concluded that management's key assumptions for investment property valuation are supported by available evidence156159 Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, revenue decreased by 66.4% to HKD 21.2 million, but a HKD 64.5 million gain from a subsidiary disposal resulted in an annual profit of HKD 36.3 million and 13.82 HK cents basic EPS Consolidated Income Statement Summary (for the year ended March 31) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 21,240 | 63,120 | | Gross Profit | 2,972 | 14,745 | | Gain from Disposal of a Subsidiary | 64,549 | - | | Operating Profit/(Loss) | 51,085 | (24,673) | | Profit/(Loss) Before Tax | 37,390 | (39,701) | | Profit/(Loss) for the Year | 36,279 | (38,615) | | Basic Earnings/(Loss) Per Share | 13.82 HK cents | (14.71) HK cents | Consolidated Statement of Financial Position As of March 31, 2025, total assets were HKD 29.7 million and total liabilities HKD 25.0 million, with bank borrowings reduced to zero, resulting in a significant improvement from HKD 32.0 million net liabilities to HKD 4.8 million net assets Consolidated Statement of Financial Position Summary (as of March 31) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Total Non-current Assets | 22,437 | 145,563 | | Total Current Assets | 7,261 | 56,694 | | Total Assets | 29,698 | 202,257 | | Total Current Liabilities | 22,640 | 71,198 | | Total Non-current Liabilities | 2,285 | 163,016 | | Total Liabilities | 24,925 | 234,214 | | Total Equity/(Net Liabilities) | 4,773 | (31,957) | Consolidated Statement of Cash Flows For the year ended March 31, 2025, operating activities generated HKD 21.0 million net cash, investing activities HKD 30.8 million (from subsidiary disposal), and financing activities used HKD 49.8 million, resulting in year-end cash of HKD 2.9 million Consolidated Statement of Cash Flows Summary (for the year ended March 31) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 20,996 | (11,759) | | Net Cash From Investing Activities | 30,805 | 2,156 | | Net Cash (Used In)/From Financing Activities | (49,826) | 10,368 | | Increase in Cash and Cash Equivalents | 1,975 | 765 | | Cash and Cash Equivalents at Year-End | 2,906 | 955 | Notes to the Consolidated Financial Statements (Selected) Notes detail financial statements, addressing going concern challenges, revenue sources (China wood products), a HKD 64.5 million gain from subsidiary disposal reducing liabilities, and primary financial risks (credit and liquidity) - Despite net current liabilities of approximately HKD 15.4 million as of March 31, 2025, the Directors consider the preparation of financial statements on a going concern basis appropriate, based on secured bank facilities and shareholder support commitments182184 - On October 23, 2024, the Group agreed to dispose of its subsidiary, Hebei Youlin Technology Co., Ltd., for a cash consideration of approximately HKD 29.9 million; the transaction completed on February 28, 2025, resulting in a disposal gain of approximately HKD 64.5 million258259 - As of March 31, 2025, the Group's bank borrowings decreased to zero, from HKD 161.5 million in the prior year, primarily due to the disposal of a subsidiary with bank borrowings297299 Financial Summary Five-Year Financial Data This chapter summarizes five-year key performance, asset, and liability data, showing fluctuating revenue, the first annual profit in FY2025 due to a subsidiary disposal, and significant reductions in total assets and liabilities, with equity turning positive Summary of Results for the Past Five Financial Years (HKD thousand) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 21,240 | 63,120 | 12,509 | 93,832 | 83,302 | | Profit/(Loss) Before Tax | 37,390 | (39,701) | (30,113) | (6,802) | (16,038) | | Profit/(Loss) for the Year | 36,279 | (38,615) | (29,194) | (5,039) | (27,499) | Summary of Assets and Liabilities for the Past Five Financial Years (HKD thousand) | As of March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets (Non-current + Current) | 29,698 | 202,257 | 235,663 | 427,664 | 414,052 | | Total Liabilities (Current + Non-current) | 24,925 | 234,214 | 226,349 | 391,166 | 382,892 | | Total Equity/(Deficit) | 4,773 | (31,957) | 9,314 | 36,498 | 31,160 |
骏东控股(08277) - 2025 - 年度财报