艾硕控股(08341) - 2025 - 年度财报

Company Overview This section provides fundamental information about AESO HOLDING LIMITED, including its board, committees, and stock code Company Basic Information This chapter provides core information about AESO HOLDING LIMITED, including board members, committee structures, company secretary, auditor, registered office, principal bankers, and stock code - The Board of Directors comprises three executive directors and three independent non-executive directors, with Mr. Chan Siu Chung as Chairman[8] - The company has established an Audit and Risk Management Committee, a Remuneration Committee, and a Nomination Committee, chaired by Mr. Yeung Chun Yu, Ms. Lai Wing Sze, and Mr. Chan Siu Chung, respectively[8] - The company's principal place of business is in Sheung Wan, Hong Kong, with stock code 8341, listed on GEM of the Stock Exchange[8][9] Chairman's Statement and Management Discussion and Analysis This section presents the Chairman's review and management's discussion and analysis of the Group's performance and outlook Business Review The Group primarily engages in fitting-out and renovation projects in Hong Kong, with total revenue of approximately HK$210.2 million for the reporting period 2025 Fiscal Year Business Revenue Composition | Business Type | Revenue (HK$ Million) | 2024 Fiscal Year (HK$ Million) | | :--- | :--- | :--- | | Fitting-out Projects | 181.9 | 145.6 | | Renovation Projects | 28.3 | 94.1 | | Total | 210.2 | 239.7 | - During the reporting period, the company submitted tenders worth approximately HK$1,380.5 million, a year-on-year decrease; it was awarded 2 new projects with a total contract value of approximately HK$65.7 million, a significant year-on-year reduction[13] Financial Review The Group's total revenue decreased by 12.3% year-on-year to HK$210.2 million, primarily due to a significant 69.9% drop in renovation project revenue 2025 Fiscal Year Key Financial Indicators | Financial Indicator | 2025 Fiscal Year (HK$ Million) | 2024 Fiscal Year (HK$ Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 210.2 | 239.7 | -12.3% | | Gross Profit | 36.8 | 37.5 | -1.9% | | Administrative Expenses | 28.1 | 26.8 | +4.9% | | Profit Attributable to Owners of the Company | 5.9 | 8.1 | -27.2% | - The Board of Directors recommended no final dividend for the reporting period, consistent with the previous year[12] Prospects and Outlook The Group will continue to focus on renovation and fitting-out projects in Hong Kong, aiming to expand into semi-governmental and public sector businesses - The Group will continue to focus on fitting-out and renovation projects in Hong Kong and plans to expand into public sector business to seize opportunities from increased land supply[24] - The company has begun preparing tenders to participate in large-scale landmark commercial projects in the Central core area and may consider future fundraising activities to increase human resources and construction cost budgets[25] Liquidity and Financial Management The Group's working capital is primarily derived from business operations, bank borrowings, and shareholders' contributions, with net current assets and net assets increasing Financial Position Summary (As at March 31, 2025) | Indicator | Amount (HK$ Million) | March 31, 2024 (HK$ Million) | | :--- | :--- | :--- | | Net Current Assets | 50.2 | 43.1 | | Net Assets | 51.7 | 45.8 | | Bank Balances and Cash | 12.7 | 14.7 | - As at March 31, 2025, the Group pledged approximately HK$0.9 million in cash deposits, HK$9.9 million in trade receivables, and HK$22.9 million in life insurance policies to banks for general banking facilities[29] - As at March 31, 2025, the Group's number of employees was 37, a decrease from 45 in the same period last year[36] Biographies of Directors and Senior Management This section provides detailed biographical information for the company's executive directors, independent non-executive directors, and senior management Details of Biographies of Directors and Senior Management This chapter details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, education, industry experience, and roles within the Group - Mr. Chan Siu Chung, 50, is the founder and Chairman of the Group, with over 27 years of experience in the construction industry, responsible for the Group's overall strategic development and management[40] - Mr. Cheung Hiu Tung, 48, is an Executive Director with over 23 years of experience in the construction industry[40] - Mr. Yeung Chun Yu, 43, is an Independent Non-executive Director with over 19 years of experience in accounting and tax advisory, and serves as a director for several listed companies[44] Corporate Governance Report This report outlines the company's corporate governance practices, compliance with codes, and the structure and activities of its board and committees Corporate Governance Practices and the Board The company is committed to maintaining high corporate governance standards, largely complying with the code, despite some deviations like the Chairman and CEO roles not being separate - The company deviated from the Corporate Governance Code: the roles of Chairman and Chief Executive Officer are held by the same person (Mr. Chan Siu Chung); some independent non-executive directors were unable to attend the 2024 Annual General Meeting due to other commitments[50][51] Board Meeting Attendance Record During the Reporting Period | Director Name | Board Meetings | Audit and Risk Management Committee | Remuneration Committee | Nomination Committee | General Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Chan Siu Chung | 4/4 | N/A | 1/1 | 1/1 | 1/1 | | Cheung Hiu Tung | 4/4 | N/A | N/A | N/A | 1/1 | | Cheung Hoi Wai | 4/4 | N/A | N/A | N/A | 0/1 | | Yeung Chun Yu | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | | Lai Wing Sze | 4/4 | 2/2 | 1/1 | 1/1 | 0/1 | | Yu Wan Ki | 4/4 | 2/2 | N/A | N/A | 0/1 | Board Committees The company has established a Remuneration Committee, a Nomination Committee, and an Audit and Risk Management Committee to assist the Board in fulfilling its responsibilities - The Remuneration Committee is chaired by Ms. Lai Wing Sze, responsible for formulating remuneration policies and making recommendations to the Board[65] - The Nomination Committee is chaired by Mr. Chan Siu Chung, responsible for reviewing the Board's structure, size, and composition, and identifying suitable director candidates[68] - The Audit and Risk Management Committee is chaired by Mr. Yeung Chun Yu, responsible for overseeing financial reporting, internal control, and risk management systems; the committee held two meetings during the reporting period, with all members attending[75][76][77] Risk Management and Internal Control The Board oversees the Group's risk management and internal control systems, with an independent consultant reviewing the established enterprise risk management framework - The Group appointed an independent internal control consultant to assess the risk management and internal control systems and report to the Audit and Risk Management Committee and the Board[96] Identified Key Risks | Risk Area | Key Risk Description | | :--- | :--- | | Strategic Risk | Increased competition in Hong Kong's fitting-out and renovation industry, with low entry barriers for new entrants, potentially leading to reduced profit margins and market share loss | | Operational Risk | Reliance on subcontractors, whose quality of work and services may be substandard, and safety risks for subcontracted workers | | Compliance Risk | Subject to various engineering, safety, construction, and environmental regulations, with subcontractor non-compliance potentially adversely affecting the Group | - The Group currently does not have an internal audit function, as the Board believes engaging external independent professionals for this function is more cost-effective, and this arrangement will be reviewed annually[101] Directors' Report This report provides an overview of the Group's principal business, customer and supplier relationships, and details on the share option scheme Principal Business and Customer and Supplier Relationships This report outlines the Group's principal business as fitting-out and renovation projects in Hong Kong and reiterates no dividend recommendation - The Group's business is highly dependent on major customers; during the reporting period, the top five customers contributed 81.5% of total turnover, with the largest customer accounting for 45.9%[128] - The Group's top five suppliers accounted for 61.6% of total purchases, with the largest supplier accounting for 17.7%, indicating relatively high supplier concentration[128] - The Board of Directors does not recommend the payment of a dividend for the reporting period[106] Share Option Scheme The company adopted a share option scheme on September 30, 2019, with 8,000,000 unexercised share options as of March 31, 2025 Summary of Unexercised Share Options (As at March 31, 2025) | Grantee | Number of Unexercised Share Options | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Executive Director Chan Siu Chung | 800,000 | 1.00% | | Executive Director Cheung Hiu Tung | 800,000 | 1.00% | | Other Employees | 6,400,000 | 8.00% | | Total | 8,000,000 | 10.00% | - During the reporting period, 2,000,000 share options granted to Directors Chan Siu Chung, Cheung Hoi Wai, and other employees lapsed due to the expiry of their exercise period[143][144] - As at the end of the reporting period, the total number of shares available for issue under the share option scheme was 8,000,000 shares, representing 10% of the issued share capital[144] Independent Auditor's Report This section presents the independent auditor's opinion on the consolidated financial statements and highlights key audit matters Opinion The auditor, Evergreen (Hong Kong) CPA Limited, issued an unmodified opinion, stating that the consolidated financial statements fairly present the Group's financial position and performance - The auditor issued an unmodified opinion on the Group's consolidated financial statements, deeming them to fairly and truly reflect the company's financial position and operating results[157] Key Audit Matters The auditor identified two key audit matters that were most significant to the audit of the current period's consolidated financial statements, involving significant management judgment and estimates - Key Audit Matter One: Expected Credit Loss (ECL) provision for trade receivables and contract assets; the auditor focused on this due to its significant balance and management's substantial judgment in the ECL model[161][165] - Key Audit Matter Two: Revenue recognition for construction contracts; the auditor focused on this due to the materiality of revenue to the financial statements and the significant estimates and judgments involved in its recognition, particularly when using the input method to measure progress towards completion[168] Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, and cash flows Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenue for the reporting period was HK$210.2 million, a decrease from HK$239.7 million last year, with profit for the year declining to HK$5.9 million Consolidated Statement of Profit or Loss Summary | Item (HK$ Thousand) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | 210,218 | 239,688 | | Gross Profit | 36,764 | 37,499 | | Operating Profit | 10,307 | 11,077 | | Profit Before Tax | 6,290 | 8,110 | | Profit for the Year | 5,906 | 8,110 | | Basic Earnings Per Share (HK cents) | 7.38 | 10.14 | Consolidated Statement of Financial Position As at March 31, 2025, the Group's total assets were HK$161.2 million, total liabilities were HK$109.4 million, and net assets increased to HK$51.7 million Consolidated Statement of Financial Position Summary | Item (HK$ Thousand) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 6,021 | 3,304 | | Current Assets | 155,162 | 169,648 | | Total Assets | 161,183 | 172,952 | | Liabilities and Equity | | | | Current Liabilities | 104,939 | 126,574 | | Non-current Liabilities | 4,500 | 540 | | Total Liabilities | 109,439 | 127,114 | | Net Assets | 51,744 | 45,838 | Consolidated Statement of Cash Flows During the reporting period, net cash used in operating activities was HK$0.4 million, net cash used in investing activities was HK$0.2 million, and net cash used in financing activities was HK$1.4 million Consolidated Statement of Cash Flows Summary | Item (HK$ Thousand) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (358) | (278) | | Net Cash Used in Investing Activities | (197) | (11,610) | | Net Cash (Used in)/From Financing Activities | (1,383) | 15,306 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (1,938) | 3,418 | | Cash and Cash Equivalents at Beginning of Period | 14,667 | 11,249 | | Cash and Cash Equivalents at End of Period | 12,729 | 14,667 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information for items in the consolidated financial statements, crucial for understanding underlying details - Note 9 (Revenue and Segment Information) indicates fitting-out project revenue was HK$181.9 million and renovation project revenue was HK$28.3 million, with fitting-out projects being the primary source of revenue and profit[310][312] - Note 20 (Trade Receivables) shows the net carrying amount of trade receivables was HK$11.9 million, with an expected credit loss provision of HK$4.7 million, reflecting the company's assessment of collection risk[338] - Note 31 (Pledge of Assets) discloses that the Group pledged assets totaling HK$33.8 million (including life insurance policies, trade receivables, and bank deposits) to secure banking facilities[377] Financial Summary This section provides a five-year financial data review, summarizing key performance and financial position trends from 2021 to 2025 Five-Year Financial Data Review This chapter presents a summary of the Group's key performance and financial position over the past five fiscal years (2021-2025), showing trends in revenue, profit/loss before tax, and net assets Five-Year Financial Summary (As at March 31) | Item (HK$ Thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Consolidated Results | | | | | | | Revenue | 210,218 | 239,688 | 262,616 | 218,014 | 125,049 | | Profit/(Loss) Before Tax | 6,290 | 8,110 | 8,261 | 8,162 | (5,654) | | Consolidated Assets and Liabilities | | | | | | | Total Assets | 161,183 | 172,952 | 120,027 | 115,609 | 88,290 | | Total Liabilities | (109,439) | (127,114) | (82,299) | (87,501) | (68,865) | | Net Assets | 51,744 | 45,838 | 37,728 | 28,108 | 19,425 |