乙德投资控股(06182) - 2025 - 年度财报

Company Cover and Table of Contents This report is the 2025 annual report for Yide Investment Holdings Limited (Stock Code: 6182) - This report is the 2025 annual report for Yide Investment Holdings Limited (Stock Code: 6182)[1][2] Company Information The report provides core company management and legal information including board members, committee compositions, company secretary, auditor, legal counsel, principal bankers, and share registrar - The report provides core company management and legal information including board members, committee compositions, company secretary, auditor, legal counsel, principal bankers, and share registrar[6] Chairman's Statement Summary of Chairman's Statement Despite challenges like high inflation, rising interest rates, and weak demand, the Group successfully turned profitable this year, strategically shifting to public utility projects, making significant progress in the "Ten-Year Hospital Development Plan," and developing new products like fire-resistant board BowenPro to broaden revenue streams 2025 Fiscal Year Performance Highlights | Indicator | Amount | Description | | :--- | :--- | :--- | | Revenue | HKD 207.2 million | Achieved growth | | Net Profit | Approx. HKD 1.3 million | Successfully turned profitable | - The Group focused on public utility projects in recent years, securing three more under the "Ten-Year Hospital Development Plan," totaling over HKD 280 million in contract value, expected to be completed between 2025 and 2027[8] - Wooden flooring products remain the main revenue source, contributing nearly 50% of revenue[9] - This year, the new fire-resistant board BowenPro was successfully developed and has secured a project worth approximately HKD 5 million under the "Ten-Year Hospital Development Plan"[9] Management Discussion and Analysis Business Review and Market Outlook As a building materials contractor, the Group achieved a performance turnaround amidst macroeconomic challenges by seizing opportunities in large-scale projects, doubling revenue from wooden flooring projects due to increased private residential property supply, and making continuous progress in the "Ten-Year Hospital Development Plan" - The Group primarily provides building materials and related installation services in Hong Kong, including wooden flooring, gypsum blocks, stone crystal wall panels, removable partitions, fire-resistant boards, and roof tiles[12] - The company successfully capitalized on increased private residential property supply, doubling wooden flooring project revenue this year[13] - The company currently holds 3 uncommenced projects under the "Ten-Year Hospital Development Plan," with a total contract value of approximately HKD 195.5 million[14] - Antibacterial stone crystal wall panels secured a large hospital project worth approximately HKD 12.2 million, with market demand expected to continue rising[15] Financial Review This fiscal year, the Group's financial performance rebounded strongly, with total revenue increasing by 102.1% year-on-year to HKD 207.2 million and achieving a net profit of HKD 1.3 million, successfully reversing last year's HKD 36.7 million loss, primarily due to significant growth in construction contract revenue and a notable improvement in gross profit margin from 9.2% to 17.5% Revenue Total revenue increased by 102.1% year-on-year from HKD 102.5 million to HKD 207.2 million, primarily driven by construction contracts, which saw a 97.1% year-on-year increase to HKD 191 million, with significant growth in wooden flooring project revenue Revenue Source Analysis (HKD million) | Business Segment | FY2025 | Proportion (%) | FY2024 | Proportion (%) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Construction Contracts | 191.0 | 92.2 | 96.9 | 94.5 | 97.1% | | Sales of Building Materials | 16.2 | 7.8 | 5.6 | 5.5 | 189.3% | | Total | 207.2 | 100.0 | 102.5 | 100.0 | 102.1% | Cost of Sales and Services Cost of sales and services increased by 83.6% year-on-year to HKD 170.9 million, primarily comprising material costs and subcontracting costs, with material costs increasing by 92.6% in line with revenue growth, and subcontracting costs increasing by 70.4% - Cost of sales and services was approximately HKD 170.9 million, a year-on-year increase of 83.6%[21] - Material costs and subcontracting costs together accounted for 98.9% of total cost of sales and services[21] Gross Profit and Gross Profit Margin Gross profit significantly increased to HKD 36.2 million from HKD 9.4 million in the prior year, with gross profit margin notably improving from 9.2% to 17.5%, primarily due to a slight increase in the proportion of higher-margin building material sales to total revenue Gross Profit and Gross Profit Margin Performance | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Gross Profit | HKD 36.2 million | HKD 9.4 million | | Gross Profit Margin | 17.5% | 9.2% | Other Income, Expenses and Profit This fiscal year, other income increased to HKD 4.8 million, mainly due to a HKD 4 million reversal of impairment loss on contract assets, while sales and distribution expenses and administrative expenses both decreased, resulting in a net profit of HKD 1.3 million for the Group - Other income increased to HKD 4.8 million, primarily due to a reversal of impairment loss on contract assets of approximately HKD 4 million[25] - Administrative expenses decreased by 14.9% to HKD 32.5 million, mainly due to a reduction in asset impairment provisions of approximately HKD 4.6 million[27] - The Group turned from a net loss of HKD 36.7 million last year to a net profit of HKD 1.3 million this year[30] Liquidity and Financial Resources Review At fiscal year-end, the Group's total equity slightly increased to HKD 93.7 million, and net current assets increased to HKD 39.1 million, while cash and cash equivalents decreased to HKD 8 million and bank borrowings slightly increased to HKD 54.4 million Key Financial Position (as at March 31, 2025) | Indicator | FY2025 (HKD million) | FY2024 (HKD million) | | :--- | :--- | :--- | | Total Equity | 93.7 | 92.4 | | Net Current Assets | 39.1 | 35.8 | | Cash and Cash Equivalents | 8.0 | 29.7 | | Bank Borrowings | 54.4 | 52.2 | Key Financial Ratios | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Gearing Ratio | 59.3% | 57.4% | | Current Ratio | 1.4 | 1.5 | - As at March 31, 2025, the Group's bank facilities were secured by properties, life insurance policy prepayments, and pledged bank deposits, totaling approximately HKD 71.9 million[39] Contingent Liabilities and Capital Commitments At fiscal year-end, the Group was involved in three work injury-related lawsuits, but no significant impact on financial statements is expected due to general contractor insurance coverage, with contingent liabilities for performance bonds amounting to approximately HKD 5.6 million - The Group is involved in three work injury lawsuits, but no significant financial impact is expected due to insurance coverage[41] - Contingent liabilities for performance bonds were approximately HKD 5.6 million, a significant decrease from HKD 14 million last year[41] Key Risks and Uncertainties The Group faces multiple key risks, including operational challenges such as volatile cash flow patterns, inaccurate project cost and progress estimations, and non-established profit margins, business development risks like failure to secure new projects for non-recurring income, and financial risks including currency, interest rate, and credit risk - Operational risks include: volatile cash flow patterns, inability to accurately estimate project costs and schedules, non-established profit margins[43][44][45] - Financial risks include: currency risk (mainly USD and EUR), interest rate risk (all bank borrowings are floating rate), credit risk (contract assets book value approximately HKD 95.1 million)[47][48][49] - High customer concentration: top five customers accounted for 61.0% of total revenue, with the largest customer accounting for 29.8%[51] Employees and Remuneration Policy At fiscal year-end, the Group had 31 employees, with total staff costs of approximately HKD 18.6 million, largely consistent with last year, and remuneration policy references market data and individual performance, offering discretionary bonuses, retirement benefits, and training subsidies Employee Information | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 31 people | 30 people | | Total Staff Costs | HKD 18.6 million | HKD 18.7 million | Biographical Details of Directors and Senior Management Introduction to Directors and Senior Management This section details the personal biographies of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, covering their industry experience, professional qualifications, responsibilities within the Group, and relationships with other directors - Mr. Lo Wing Cheong, Executive Director, is the Group's founder, possessing over 40 years of construction industry experience, and serves as Chairman and Chief Executive Officer[57] - Family relationships exist among board members: Ms. Fung Pik Mei, Executive Director, is the spouse of Chairman Mr. Lo Wing Cheong; Mr. Li Pui Ho, Non-executive Director, is the son-in-law of Mr. Lo and Ms. Fung[57][59] - Independent non-executive directors and non-executive directors generally possess deep professional backgrounds in accounting, auditing, corporate finance, and law, holding positions in multiple listed companies[58][61][62][64] - Senior management includes technical advisors, operations directors, and financial controllers, possessing professional qualifications and extensive experience in construction, corporate governance, and accounting[65][66] Corporate Governance Report Corporate Governance Practices and the Board The Group is committed to maintaining high standards of corporate governance, complying with most provisions of the Corporate Governance Code during the reporting period, with one deviation: the roles of Chairman and Chief Executive Officer are combined and held by Mr. Lo Wing Cheong, which the Board believes enhances decision-making efficiency - The company has one deviation from Code Provision C.2.1 of the Corporate Governance Code, where the roles of Chairman and Chief Executive Officer are not separated, both held by Mr. Lo Wing Cheong, but the Board believes the current structure facilitates prompt decision-making and does not compromise the balance of power and authority[70] - The Board comprises 6 directors, with 3 independent non-executive directors, accounting for half of the Board members, complying with Listing Rules requirements[73][75] Board and Committee Meeting Attendance Record (FY2025) | Director | Board | Remuneration Committee | Audit Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Lo Wing Cheong | 6/6 | 1/1 | Not Applicable | 2/2 | 1/1 | | Ms. Fung Pik Mei | 6/6 | Not Applicable | Not Applicable | Not Applicable* | 1/1 | | Mr. Li Pui Ho | 6/6 | Not Applicable | 2/2 | Not Applicable | 1/1 | | Mr. Shu Wah Tung | 6/6 | 1/1 | 2/2 | 2/2 | 1/1 | | Mr. Tam Wai Tak | 6/6 | 1/1 | 2/2 | 2/2 | 1/1 | | Mr. Tam Wing Lok | 6/6 | 1/1 | 2/2 | 2/2 | 1/1 | Board Committees The Board has three committees: Audit, Remuneration, and Nomination, which oversee financial reporting, risk management, internal controls, executive remuneration policies, and board structure, size, and diversity, with all committees holding meetings and fulfilling their responsibilities during the reporting period - The Audit Committee is chaired by Mr. Shu Wah Tung, with members including three independent non-executive directors and one non-executive director, complying with Listing Rules requirements, holding two meetings during the year to review annual and interim financial statements and internal control systems[86][87] - The Remuneration Committee is chaired by Mr. Tam Wing Lok, with most members being independent non-executive directors, holding one meeting during the year to review directors' and senior management's remuneration[88] - The Nomination Committee is chaired by Mr. Lo Wing Cheong, with most members being independent non-executive directors, holding two meetings during the year to review board structure, diversity policy, and directors' independence[89][92][93] - The company has adopted a Board Diversity Policy and achieved measurable objectives, including gender diversity (one female executive director)[92][95] Risk Management, Internal Control and Shareholder Communication The Board is responsible for overseeing the Group's risk management and internal control systems, with annual reviews of their effectiveness by the Audit Committee, and the company has established an inside information handling policy and maintains effective communication with shareholders through various channels - The Board confirms its responsibility for overseeing risk management and internal control systems, and appointed Zhonghui Anda Risk Management Limited for an independent review, deeming the systems effective and adequate[100][102] - The controlling shareholder confirmed compliance with the non-competition undertaking, which independent non-executive directors reviewed and found satisfactory[98] Auditor's Remuneration (FY2025) | Service Type | Fee (HKD) | | :--- | :--- | | Assurance Services | 780,000 | | Non-Assurance Services (Tax) | 29,900 | | Total | 809,900 | - The company has adopted a Shareholder Communication Policy, detailing shareholders' rights and procedures for convening extraordinary general meetings and proposing resolutions[105][107][108] Directors' Report Business and Financial Overview This report outlines the Group's operations for the year ended March 31, 2025, with the Group primarily engaged in investment holding and its subsidiaries in building materials sales and installation services, and the Board not recommending a final dividend for the year - The Board does not recommend paying a final dividend for the year ended March 31, 2025[115] - As at March 31, 2025, the company's distributable reserves were approximately HKD 80.9 million[117] Key Stakeholder Concentration (FY2025) | Category | Proportion | | :--- | :--- | | Top five customers as % of total revenue | Approx. 61.0% | | Largest customer as % of total revenue | Approx. 29.8% | | Top five suppliers as % of total cost | Approx. 37.0% | | Top five subcontractors as % of total cost | Approx. 43.8% | Directors, Equity and Contracts This section discloses detailed information on directors, service contracts, and their interests in the company's shares, with controlling shareholders Mr. Lo Wing Cheong and Ms. Fung Pik Mei collectively holding 73.5% of the company's shares through Helios - Mr. Lo Wing Cheong and Mr. Tam Wing Lok will retire and be eligible for re-election at the upcoming Annual General Meeting[130] Directors' Interests in Shares (as at March 31, 2025) | Director Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Equity | | :--- | :--- | :--- | :--- | | Mr. Lo Wing Cheong | Interest in controlled corporation | 588,000,000 | 73.50% | | Ms. Fung Pik Mei | Interest in controlled corporation | 588,000,000 | 73.50% | | Mr. Li Pui Ho | Spouse's interest | 6,000,000 | 0.75% | - The company adopted a share option scheme in 2017, with a maximum of 80,000,000 shares (10% of issued shares) available for grant, but no share options have been granted as of the end of the reporting period[141] - Based on public information, the company has maintained sufficient public float throughout the reporting period[157] Environmental, Social and Governance Report ESG Report Overview and Governance This ESG report, prepared in accordance with the HKEX ESG Reporting Guide, covers the Group's environmental, social, and governance performance in its building materials sales and construction contract businesses, identifying service quality, customer data protection, occupational health and safety, and product environmental friendliness as the most material ESG issues - The report is prepared in accordance with the principles of materiality, balance, quantitative disclosure, and consistency, covering the period from April 1, 2024, to March 31, 2025[163][165] - Key ESG issues identified through materiality assessment include: ensuring service and product quality, protecting customer personal data, providing a safe working environment, ensuring employee occupational health and safety, and focusing on enhancing product environmental elements[169] Environmental Performance The Group is committed to reducing its environmental impact and has obtained ISO 14001:2015 environmental management system certification, with vehicle exhaust emissions decreasing, while total greenhouse gas emissions increased to 396.1 tonnes of CO2 equivalent due to increased transportation from higher gypsum block procurement Greenhouse Gas Emissions (tonnes of CO2 equivalent) | Scope | Activity | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Scope 1 | Direct Emissions (Gasoline Consumption) | 14.1 | 21.8 | | Scope 2 | Indirect Emissions (Purchased Electricity) | 42.9 | 43.8 | | Scope 3 | Other Indirect Emissions (Goods Transportation) | 339.1 | 188.9 | | Total | | 396.1 | 254.5 | Resource Consumption | Resource | FY2025 Consumption | FY2024 Consumption | | :--- | :--- | :--- | | Electricity | 54,249 kWh | 55,472 kWh | | Gasoline | 5,218.3 Liters | 8,063.7 Liters | | Water | 132 Cubic Meters | 228 Cubic Meters | - The Group promotes eco-friendly products, has obtained FSC certification, and its gypsum block products have received the Hong Kong Green Building Council Green Material Assessment Scheme (HK G-PASS) Platinum rating[182] Social Performance On the social front, the Group is committed to talent management, providing equal opportunities, and ensuring employee health and safety, with 31 employees at fiscal year-end and maintaining good labor standards, strictly prohibiting child and forced labor Employee Composition (as at March 31, 2025) | Category | Breakdown | Number of People | | :--- | :--- | :--- | | Total | | 31 | | By Gender | Male | 14 | | | Female | 17 | | By Age | Under 30 | 4 | | | 30-50 years old | 14 | | | Over 50 years old | 13 | - The Group adopted OHSAS 18001 occupational health and safety management system, with 1 work-related injury and no fatalities during the reporting period[189][192] - The Group has established an integrated management system based on ISO 9001:2015 and obtained FSC Chain of Custody certification to ensure product quality and sustainability[197] - The Group has established strict codes of conduct and anti-corruption guidelines, with no related legal cases during the reporting period[202][204] - The Group actively fulfills its corporate social responsibility, awarded the "Caring Company" logo by The Hong Kong Council of Social Service[205] Independent Auditor's Report Auditor's Opinion and Key Audit Matters The auditor, Shinewing (HK) CPA Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance, identifying two key audit matters: accounting for construction and engineering service contracts, and recognition of expected credit losses (ECL) on contract assets and trade receivables - The auditor issued an unmodified opinion, stating that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards[206] - Key Audit Matter One: Accounting for construction and engineering service contracts, where the auditor performed audit procedures by evaluating key controls, challenging the reasonableness of completion stage assessments, verifying supporting documents, and recalculating progress[209][211] - Key Audit Matter Two: Recognition of expected credit losses on contract assets and trade receivables, where the auditor performed audit procedures by evaluating key controls over credit risk monitoring, reviewing management's assumptions and judgments, and assessing the reasonableness of loss allowance estimates[209][213] Consolidated Financial Statements Key Financial Statements This section contains the Group's core financial statements, with the consolidated statement of profit or loss showing revenue of HKD 207.2 million and an annual profit of HKD 1.32 million, successfully turning profitable, and the consolidated statement of financial position showing total assets of HKD 194.4 million, total liabilities of HKD 100.7 million, and total equity of HKD 93.7 million Consolidated Statement of Profit or Loss Summary (HKD thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 207,178 | 102,540 | | Gross Profit | 36,237 | 9,415 | | Profit (Loss) Before Tax | 1,427 | (36,654) | | Profit (Loss) for the Year | 1,316 | (36,717) | | Basic Earnings (Loss) Per Share (HK cents) | 0.16 | (4.59) | Consolidated Statement of Financial Position Summary (HKD thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 55,047 | 56,920 | | Current Assets | 139,319 | 112,622 | | Total Assets | 194,366 | 169,542 | | Current Liabilities | 100,247 | 76,845 | | Non-current Liabilities | 437 | 331 | | Total Liabilities | 100,684 | 77,176 | | Total Equity | 93,682 | 92,366 | Consolidated Statement of Cash Flows Summary (HKD thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (8,852) | 24,288 | | Net Cash Used in Investing Activities | (9,581) | (701) | | Net Cash Used in Financing Activities | (3,257) | (18,660) | | Net Decrease in Cash and Cash Equivalents | (21,690) | 4,927 | | Cash and Cash Equivalents at Year-End | 8,011 | 29,701 | Notes to the Financial Statements (Selected) The notes to the financial statements elaborate on accounting policies and the specific composition of various financial items, including revenue recognition, financial instrument risk management, segment information showing construction contracts as the primary source of revenue and assets, significantly increased contract assets, and secured floating-rate bank borrowings - Note 7: Revenue is disaggregated by major product and service lines, with construction contracts contributing HKD 191 million as the primary revenue source, and the total transaction price allocated to unsatisfied performance obligations is approximately HKD 401 million[340][344][345] - Note 6: Detailed disclosure of financial risk management policies, where the Group is primarily exposed to currency risk from RMB and EUR, and interest rate risk from floating-rate bank borrowings, with credit risk mainly arising from contract assets and trade receivables, and high customer concentration[311][312][320][321] - Note 22: Contract assets increased from HKD 64.07 million to HKD 95.11 million, primarily due to slower client payment certification processes, and a HKD 3.99 million impairment loss reversal was recognized this year[383][384][387] - Note 26: Total bank borrowings are HKD 54.38 million, all secured and bearing floating interest rates, and despite some loans having demand repayment clauses, directors believe banks are unlikely to exercise this right[394][335] Five-Year Financial Summary This summary provides key performance, asset, and liability data for the Group's past five fiscal years, showing that the Group successfully returned to profitability in FY2025 after two years of losses, and total assets rebounded in FY2025 after declining in FY2023 and FY2024 Five-Year Performance Summary (HKD thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 207,178 | 102,540 | 189,429 | 337,372 | 311,754 | | Profit/(Loss) for the Year | 1,316 | (36,717) | (23,206) | 13,742 | 11,300 | Five-Year Assets and Liabilities Summary (HKD thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 194,366 | 169,542 | 231,158 | 252,691 | 233,327 | | Total Equity | 93,682 | 92,366 | 129,083 | 156,289 | 156,547 | | Total Liabilities | 100,684 | 77,176 | 102,075 | 96,402 | 76,780 |