金石资本集团(01160) - 2025 - 年度财报

Company Information The reporting period saw significant changes in the company's Board of Directors and various committees, including resignations and appointments - During the reporting period, significant changes occurred in the company's Board of Directors and various committees, including resignations and appointments of the Chairman, executive, and independent non-executive directors[4][5] Management Discussion and Analysis This section analyzes the company's financial performance, business outlook, significant investments, liquidity, and human resources Operating Performance For FY2025, the company's annual loss narrowed to HKD 6,113 thousand, primarily due to decreased general and administrative expenses Annual Operating Performance Overview | Metric | FY2025 (HKD '000) | FY2024 (HKD '000) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Annual Loss | (6,113) | (9,358) | Loss reduced by 34.7% | | Net Investment Income | 63 | 32 | Growth of 96.9% | | General and Administrative Expenses | (6,170) | (9,419) | Decrease of 34.5% | - The reduction in annual loss was primarily due to a decrease in legal and professional fees, staff costs, and depreciation expenses, leading to a year-on-year reduction of approximately HKD 3,249 thousand in general and administrative expenses[7] Business Review and Outlook Management anticipates a challenging global economic recovery in 2025, influenced by trade policies and geopolitical conflicts, necessitating a cautious investment approach - The global economy faces multiple challenges, including potential trade wars from new US tariff policies, and ongoing supply chain impacts from the Russia-Ukraine and Israel-Palestine conflicts[8] - The company maintains a cautious stance on future investments and business development, closely monitoring global economic and market trends to adjust investment strategies as appropriate[10] Significant Investments Held As of March 31, 2025, the company held three significant debt securities investments totaling HKD 5,091 thousand for low-risk short-term returns Significant Investments Held as of March 31, 2025 | Investment Type | Issuer Name | Cost (HKD '000) | Market Value (HKD '000) | Approximate Percentage of Total Assets | | :--- | :--- | :--- | :--- | :--- | | Debt Securities | US Treasury | 1,929 | 1,933 | 15.4% | | Debt Securities | CNPC Global Capital Limited | 1,545 | 1,545 | 12.3% | | Debt Securities | China Agrochemical (Hong Kong) Fengqiao Co., Limited | 1,632 | 1,613 | 12.9% | - The Board believes these debt securities investments provide low-risk stable returns, given the issuers' sound financial standing or sovereign credit background[14] Liquidity and Financial Resources As of March 31, 2025, cash and bank balances significantly decreased to HKD 6,726 thousand, while the debt-to-asset ratio slightly increased Liquidity Indicators | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Bank Balances | Approx. 6,726,000 HKD | Approx. 18,057,000 HKD | | Loan from a Controlling Shareholder | Approx. 4,041,000 HKD | Approx. 4,030,000 HKD | | Debt-to-Asset Ratio | Approx. 0.3 | Approx. 0.2 | 2022 Rights Issue The 2022 rights issue raised net proceeds of HKD 41,700 thousand, which were fully utilized by March 31, 2025, in line with the original plan - The net proceeds of approximately HKD 41,700 thousand raised from the 2022 rights issue have been fully utilized in accordance with the business purposes stated in the rights issue prospectus[23][25] Employees and Remuneration Policy As of March 31, 2025, the company had five employees, with total annual remuneration of HKD 2,224 thousand, a decrease from the prior year Employee Information | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 5 | 4 | | Total Employee Remuneration | Approx. 2,224,000 HKD | Approx. 2,607,000 HKD | Corporate Governance Report This report details the company's corporate governance framework, including the Board, committees, risk management, internal controls, and shareholders' rights Board of Directors The Board of Directors experienced several changes during the reporting period, while maintaining compliance with listing rules on composition and independence - As of the report date, the Board comprises eight directors, including executive, non-executive, and independent non-executive directors, with several resignations and new appointments during the period[35] - The company has adopted a director nomination policy and established mechanisms to ensure the Board receives independent advice and recommendations[39][40] Board Committees The company's Audit, Remuneration, and Nomination Committees, all compliant with listing rules, fulfilled their respective duties during the year - The Audit Committee, composed entirely of independent non-executive directors, held two meetings this year, primarily reviewing financial statements and overseeing internal controls and risk management[51][52][57] - Members of the Remuneration and Nomination Committees changed during the reporting period, each holding four meetings and fulfilling their respective terms of reference[56][58][60][61] Risk Management and Internal Control The Board maintains robust risk management and internal control systems, which an independent consultant reviewed and found effective and adequate this year - The company's risk management and internal control systems aim to manage, rather than eliminate, risks, covering strategic, financial, and technological aspects[65][66][68] - The Board and Audit Committee have reviewed the internal control report from an independent consultant, deeming the existing systems effective and adequate[69] Shareholders' Rights The company outlines procedures for shareholders to convene meetings, make inquiries, and propose resolutions, ensuring equitable and timely information access - Shareholders holding not less than one-tenth of the company's paid-up share capital may request to convene an extraordinary general meeting[86] - The company has adopted a dividend policy, but dividend distribution remains at the Board's sole discretion, considering financial performance, liquidity, and other factors[94] Biographies of Directors and Senior Management This section details the biographies of the company's executive, non-executive, and independent non-executive directors, including their qualifications and experience - This section details the personal biographies of the company's executive, non-executive, and independent non-executive directors, including their age, education, professional qualifications, industry experience, and other listed company appointments[95][98][103][106] - Some directors previously held positions in delisted or liquidated companies, but the report confirms no liability or misconduct was attributed to them in connection with those roles[96][97][101] Directors' Report This report covers the company's principal business, financial results, director information, shareholdings, and connected transactions for the reporting period Principal Business and Financial Results The company, a Bermuda-incorporated investment firm, focuses on growth-potential enterprises in Hong Kong and China, with no dividend proposed for the year - The company's principal business involves investing in listed and unlisted enterprises in Hong Kong and China[109] - The directors do not recommend the payment of any dividend for the year ended March 31, 2025[112] Directors and Shareholdings This section lists current directors, their changes, and re-election eligibility, while disclosing major shareholders holding 5% or more of the company's shares - According to the company's Bye-laws, Mr. Chan Wai Yuen, Mr. Hung Hoi Ming, Mr. Chan Cheong Yee, Mr. Choi Jit Sze, Mr. Wong Kwok Chun, and Mr. Luk Chi Shing will retire and be eligible for re-election at the upcoming Annual General Meeting[125] Major Shareholders' Shareholding (As of March 31, 2025) | Major Shareholder Name | Number of Shares Held | Approximate Percentage | | :--- | :--- | :--- | | Evergreen Goldstone International Group Limited | 88,129,080 | 37.14% | | Treasure Isle Global Limited | 25,954,878 | 10.94% | | Gold Pond International Limited | 23,600,000 | 9.95% | | Dingli Capital Limited | 21,500,000 | 9.06% | Connected Transactions The company engaged in two ongoing connected transactions this year, both below the Listing Rules' thresholds for disclosure and approval - Under the custodian agreement with DBS Bank, approximately HKD 47 thousand in fees were paid this year[138][140] - Under the office lease agreement with China Xinhua, total rent paid this year amounted to HKD 890 thousand[141] Environmental, Social and Governance Report This report details the company's ESG governance structure, materiality assessment, social initiatives, and environmental performance, including climate risk management ESG Governance and Materiality Assessment The company established a top-down ESG governance structure, identifying six material ESG themes through stakeholder engagement and materiality assessment - The company has established a three-tiered ESG governance structure, clearly defining the responsibilities of the Board, senior management, and the ESG working group[157][158] - The six material ESG issues identified this year are: occupational health and safety, employee development and training, business continuity planning, corporate governance, sustainable investment and operations, and management capability and quality[167] Social Aspect The company prioritizes employee well-being, fair employment, and occupational health, adhering to labor standards, ethical supply chain, and anti-corruption policies Employee Overview (2025) | Category | Data | | :--- | :--- | | Total Employees | 12 | | By Gender | 9 Male, 3 Female | | Employee Turnover Rate | 50% | - The company strictly adheres to relevant Hong Kong labor laws, prohibiting child and forced labor, and has established corresponding verification procedures[188] - The company has established an anti-corruption policy and whistleblowing mechanism, with no corruption cases reported during the period[200][201][202] Environmental Aspect As an investment company, direct environmental impact is minimal, with efforts focused on reducing indirect energy consumption and waste, while addressing climate-related risks Environmental Performance Indicators | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total GHG Emissions (Scope 3) | 0.20 tonnes | 0.22 tonnes | | Total Paper Consumption | 0.042 tonnes | 0.045 tonnes | - The company has identified physical risks (e.g., typhoons, extreme precipitation) and transition risks (e.g., policy and legal, reputational risks) from climate change, and developed corresponding response measures[224][225][228] Independent Auditor's Report The auditor confirmed that the financial statements fairly represent the company's financial position and performance, with no key audit matters identified - Auditor Crowe (HK) CPA Limited believes the company's financial statements fairly present its financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance disclosure requirements[239] - The auditor noted that, in their professional judgment, there were no key audit matters requiring separate communication in the audit of the financial statements for this period[241][242] Financial Statements This section presents the company's Statement of Profit or Loss, Statement of Financial Position, Statement of Cash Flows, and a Five-Year Financial Summary Statement of Profit or Loss and Other Comprehensive Income For FY2025, the company recorded a loss and total comprehensive expenses of HKD 6,113 thousand, a reduction from the prior year, with basic and diluted loss per share at HKD 0.03 Profit or Loss Statement Summary | Item (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Net Investment Income | 63 | 32 | | General and Administrative Expenses | (6,170) | (9,419) | | Loss Before Tax | (6,113) | (9,358) | | Loss and Total Comprehensive Expenses for the Year | (6,113) | (9,358) | | Basic Loss Per Share | (0.03 HKD) | (0.04 HKD) | Statement of Financial Position As of March 31, 2025, the company's net assets decreased to HKD 6,785 thousand, primarily due to a reduction in cash and cash equivalents Statement of Financial Position Summary | Item (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Assets | | | | Financial Assets at Fair Value Through Profit or Loss | 5,091 | – | | Cash and Cash Equivalents | 6,726 | 18,057 | | Total Assets | 12,537 | 18,841 | | Current Liabilities | | | | Loan from a Shareholder | 4,041 | 4,030 | | Total Liabilities | 5,752 | 5,943 | | Net Assets | 6,785 | 12,898 | | Net Asset Value Per Share | 0.03 HKD | 0.05 HKD | Statement of Cash Flows For FY2025, net cash used in operating activities was HKD 11,328 thousand, resulting in a net decrease in cash and cash equivalents Statement of Cash Flows Summary | Item (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (11,328) | (3,547) | | Net Cash Generated from Investing Activities | 5 | 40 | | Net Cash Used in Financing Activities | – | (2) | | Net Decrease in Cash and Cash Equivalents | (11,323) | (3,509) | | Cash and Cash Equivalents at Beginning of Period | 18,057 | 21,566 | | Cash and Cash Equivalents at End of Period | 6,726 | 18,057 | Five-Year Financial Summary The summary indicates consistent losses over five years, with total assets declining since 2022 and equity decreasing after an initial improvement Five-Year Financial Summary | Item (HKD '000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Loss Attributable to Equity Holders | (6,113) | (9,358) | (10,172) | (6,035) | (8,379) | | Total Assets | 12,537 | 18,841 | 29,585 | 40,551 | 2,298 | | Total Equity / (Capital Deficiency) | 6,785 | 12,898 | 22,256 | 32,428 | (3,223) |