兴胜创建(00896) - 2025 - 年度财报

Corporate Information The report provides essential corporate information, including board composition, committee structures, and key contact details - Basic company details, including board, committees, and key contacts, are provided[4][5][6] Financial Highlights The company's FY2025 revenue reached a five-year high, yet net loss attributable to owners widened, and shareholders' equity declined for four consecutive years Five-Year Financial Performance Trends (HK$ Million) | Fiscal Year | Revenue | Profit/(Loss) Attributable to Owners of the Company | Shareholders' Equity at Year-End | | :--- | :--- | :--- | :--- | | 2021 | 1,451.6 | 275.0 | 4,137.1 | | 2022 | 1,438.3 | 154.3 | 4,216.4 | | 2023 | 1,232.8 | (38.4) | 4,072.7 | | 2024 | 1,612.7 | (216.0) | 3,766.5 | | 2025 | 1,985.3 | (295.3) | 3,461.6 | - Company revenue reached a five-year high of HK$1.985 billion in FY2025. However, loss attributable to owners continued to expand, recording losses for three consecutive years since FY2023, with the loss widening to HK$295 million in FY2025. Shareholders' equity also decreased for four consecutive years[16][18] Chairman's Statement The Chairman's Statement reviews the group's performance, market outlook, and strategic responses amidst global economic uncertainties RESULTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025 Despite revenue growth, the group's consolidated loss expanded due to property revaluation losses and interest expenses, leading the Board to withhold interim dividends FY2025 Performance Overview (HK$ Million) | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 1,985.3 | 1,612.7 | +23.1% | | Consolidated Loss Attributable to Owners of the Company | (295.3) | (216.0) | Loss expanded | | Operating Profit (excluding revaluation losses and interest expenses) | 34.6 | 37.0 | -6.5% | | Basic Loss Per Share (HK cents) | 27.5 | 19.9 | Loss expanded | | Net Asset Value Per Share (HK$) | 3.23 | 3.51 | -8.0% | - Net loss was primarily driven by two major factors: - Net revaluation loss of approximately HK$279 million on properties held by the Group and joint ventures due to the property market downturn - Interest expenses of approximately HK$51.2 million[22] - The Board resolved not to declare a second interim dividend, and no first interim dividend was paid during the year, compared to a first interim dividend of HK$1.0 cent per share paid in the prior year[24][27] OUTLOOK The Group maintains cautious optimism amid global economic challenges, prioritizing public construction, prudent property investment, and digital transformation for competitiveness - The macro environment is challenging, including major global economies maintaining high interest rates to combat inflation, geopolitical uncertainties from the Russia-Ukraine war and Middle East conflicts, and US-China trade tensions[28][29] - Hong Kong's construction industry outlook is stable, supported by the government's annual public infrastructure spending exceeding HK$100 billion and a target of 440,000 housing units over the next decade. Public housing projects, especially Light Public Housing (LPH), will be a key growth driver[43][44] - Hong Kong's real estate market showed signs of recovery in transaction volume after the removal of additional stamp duties in early 2024, with mainland buyers becoming a key force driving new property sales. The Group's residential and industrial projects are expected to be completed in the coming years, with market conditions anticipated to improve[51][53] - The Group's response strategies include: - Prioritizing public construction projects: Leveraging stable demand and government-backed contracts - Adopting a prudent approach to property investment: Focusing on existing development projects and controlling risks - Investing in workforce development and digital transformation: Addressing labor shortages, enhancing efficiency, and adopting advanced technologies like Modular Integrated Construction (MiC) and Building Information Modeling (BIM)[55][47][48] Operations Review This section reviews the performance and outlook of the Group's diverse business divisions, including construction, property, and health products CONSTRUCTION DIVISION As the largest revenue source, this division saw significant growth and a strong contract backlog, with future prospects driven by government infrastructure and housing projects Construction Division Financial Performance (HK$ Million) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 1,538.1 | 1,124.0 | | Total Contracts on Hand (period-end) | 3,783.9 | N/A | - Major completed projects include a residential and commercial development in Ki Lung Street, Kennedy Town, and a public housing development in Hin Fat Lane, Tuen Mun[76][77] - Major projects undertaken cover residential, industrial, and commercial developments across Kowloon Tong, Kwai Chung, Chai Wan, Yuen Long, and Tuen Mun, including significant public projects like the Hong Kong Science Park expansion[79] - The future outlook is positive, driven by the Hong Kong government's continued investment in large-scale infrastructure and housing projects, such as the Northern Metropolis development and public housing expansion, providing stable business prospects for the Construction Division. The division will focus on capitalizing on opportunities in the public sector and leveraging innovative technologies to enhance competitiveness[88][91][99] INTERIOR AND RENOVATION DIVISION Revenue decreased this year, but future opportunities are anticipated from government initiatives promoting building safety and mandatory repairs for aging structures Interior and Renovation Division Financial Performance (HK$ Million) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 204.6 | 293.3 | | Total Contracts on Hand (period-end) | 107.6 | N/A | - Major completed projects include regular maintenance contracts for Link REIT properties and Hong Kong Baptist University, as well as interior renovation works for North Point Methodist Church[107] - The division's prospects are optimistic, primarily due to government initiatives promoting building safety and maintenance, such as "Operation Building Bright 2.0" and the "Fire Safety Improvement Works Subsidy Scheme," creating opportunities for contractors specializing in structural repairs, waterproofing, and fire safety enhancements[122][123] BUILDING MATERIALS DIVISION Revenue increased, driven by demand for false ceilings and modern building materials, with a positive outlook from public housing and private market recovery Building Materials Division Financial Performance (HK$ Million) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 178.8 | 143.4 | | Total Contracts on Hand (period-end) | 25.6 | N/A | - The division's core business involves the supply and installation of false ceiling systems, metal cladding systems, fire protection systems, and timber flooring[130] - Major projects undertaken include the main canopy and lower-level ceiling systems for the Hong Kong International Airport Terminal 2 expansion, as well as false ceiling system projects for various residential and research buildings[136][139][140] - The market outlook is positive due to: - Increasing popularity of false ceilings for aesthetics and functionality (improved lighting, hidden wiring) - Trends in smart homes and energy-efficient buildings driving demand for ceilings integrating LED lighting, sound insulation, and thermal insulation - Government public housing programs and the recovery of the private residential market increasing demand for building materials[144][147][148] PROPERTY DEVELOPMENT DIVISION This division recorded no revenue but is advancing several joint venture projects, maintaining a prudent financial approach amidst market challenges - The Property Development Division recorded no revenue in this financial year[153] - The Group is advancing multiple development projects, with the premium residential project at 57A Nga Tsin Wai Road, Kowloon Tong, having obtained its occupation permit in June 2025, and the industrial property redevelopment project at 22 Yip Shing Street, Kwai Chung, expected to be completed this year[156][162] - Looking ahead, the Group will continue to prudently manage its property portfolio and actively seek new opportunities. Strategically, the Group prefers forming joint ventures with suitable partners to leverage synergies, mitigate development risks, and maintain stable cash flow and a reasonable debt-to-equity ratio in projects[174] PROPERTY INVESTMENT DIVISION Revenue decreased, but the division completed key sales and continues to generate rental income, with market stabilization expected from eased cooling measures Property Investment Division Revenue (HK$ Million) | Fiscal Year | Revenue | | :--- | :--- | | 2025 | 70.3 | | 2024 | 80.2 | - Two significant sales activities were undertaken during the year: - Disposal: Completed the sale of several shops at "The Austine Place" in Kwun Chung Street, Kowloon - Strata Sale: Launched the strata sale of "Hollywood Hill" at 222 Hollywood Road, with 48 sale and purchase agreements signed[178][179] - The Group's key investment properties, including PeakCastle in Cheung Sha Wan, The Mercer in Sheung Wan, and Hollywood Hill in Hollywood Road, continue to generate rental income for the Group[180] - In terms of market outlook, despite a slowdown in the property investment market due to economic conditions, the government's easing of cooling measures like stamp duties is expected to attract investors back to the market. The residential leasing market remains relatively stable as some buyers delay home purchases, offering opportunities for "buy-to-let" investors[189][190] PROPERTY AGENCY AND MANAGEMENT DIVISION Revenue increased as the division provided comprehensive marketing and management services for the Group's diverse property portfolio Property Agency and Management Division Revenue (HK$ Million) | Fiscal Year | Revenue | | :--- | :--- | | 2025 | 21.6 | | 2024 | 18.0 | - The division served as marketing and project manager for several projects and provided management services for properties including The Austine Place, The Bedford, PeakCastle, The Connaught, Hollywood Hill, and others[199] - The division's services aim to optimize rental income and enhance property value through meticulous property maintenance, efficient operations, and transparent communication with tenants and owners[210][211] HEALTH PRODUCTS DIVISION Revenue increased, driven by retail and wholesale of health products, with plans for market expansion into mainland China amidst rising health awareness Health Products Division Revenue (HK$ Million) | Fiscal Year | Revenue | | :--- | :--- | | 2025 | 13.6 | | 2024 | 11.3 | - The division primarily operates three major brands: Po Ying Fong (28-day post-natal tonic), Dr. Lingzhi (Lingzhi spore products), and HealthMate (Chinese and Western nutritional supplements)[219] - Sales channels include e-commerce and a physical retail store in Tsim Sha Tsui, with the latter complemented by professional in-store health consultation services to enhance customer interaction and brand image[219][227] - Looking ahead, the division plans to further expand into the mainland China market and actively explore the growth potential of online sales platforms to meet the increasing demand for health products[226] Financial Review This section provides a detailed analysis of the Group's financial performance, liquidity, capital structure, and key financial metrics SUMMARY OF RESULTS Revenue grew, but the consolidated loss attributable to owners expanded significantly due to property revaluation losses and increased interest expenses Key Financial Items (HK$ Thousand) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 1,985,257 | 1,612,660 | | Consolidated Loss Attributable to Owners of the Company | (295,300) | (216,014) | | Basic Loss Per Share (HK cents) | (27.5) | (19.9) | | Net Asset Value Per Share (HK$) | 3.23 | 3.51 | - The net loss was primarily due to revaluation losses (approximately HK$279 million) from the property market downturn and interest expenses (approximately HK$51.2 million)[231] Group Liquidity and Financial Resources The Group maintains a sound financial position with substantial bank facilities, improved current ratio, and positive net current assets, enhancing short-term solvency Liquidity and Financial Resources Status (HK$ Million) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Bank Balances | 477.7 | 441.5 | | Total Bank Loans | 1,931.0 | 1,878.1 | | Net Bank Borrowings | 1,453.3 | 1,436.6 | | Gearing Ratio | 42.0% | 38.1% | | Net Current Assets/(Liabilities) | 642.0 | (365.6) | | Current Ratio | 1.39x | 0.85x | - During the year, net cash outflow from operating activities was HK$358 million, primarily due to an increase in properties under development for sale and contract assets; net cash inflow from investing activities was HK$344 million, mainly from the disposal of investment properties; and net cash inflow from financing activities was HK$50 million[238] Capital Structure Shareholders' equity decreased, and loans to joint ventures increased, with significant impairment losses recognized due to the property market downturn - As of March 31, 2025, shareholders' equity was HK$3.462 billion, and consolidated net asset value per share was HK$3.23, a decrease from the previous year, primarily due to the loss incurred during the year[244] - The Group provided loans totaling HK$1.085 billion to joint ventures to support their property development and investment projects in Hong Kong. These loans are partly interest-bearing, partly interest-free, all unsecured, and repayable on demand[249] Impairment Loss on Joint Venture Loans (HK$ Thousand) | Item | Impairment Loss Recognized in FY2025 | | :--- | :--- | | Joint Venture A and its subsidiaries | 269 | | Joint Venture B | 470 | | Joint Venture C | 30,992 | | Joint Venture D and its subsidiaries | 65,306 | | Total | 97,037 | - The impairment was primarily recognized due to rising interest rates and the downturn in the Hong Kong property market, leading to a further decline in the asset values of properties held by the joint ventures[257][258] Corporate Governance Report This report details the Group's adherence to corporate governance principles, board structure, committee functions, and risk management practices COMPLIANCE WITH CORPORATE GOVERNANCE CODE The company fully complied with the Corporate Governance Code, ensuring a diverse board with clear roles and continuous professional development for directors - The company complied with all applicable code provisions of the Corporate Governance Code for the year ended March 31, 2025[270][273] - The Board Diversity Policy was implemented, with the appointment of Ms. Hao Quan as an Independent Non-executive Director in September 2024, achieving the goal of having at least one female representative on the Board[301] - The roles of Chairman (Mr. Cha Mou Sing, Payson) and Managing Director (Mr. Wong Sai Tat) are separate and clearly defined. The Chairman leads the Board in strategic planning, while the Managing Director is responsible for daily management and execution[310][311][312] BOARD AND COMMITTEES The Board and its committees operated effectively, reviewing key matters and fulfilling their responsibilities with high attendance rates among members - The Board has established an Audit Committee, a Nomination Committee, and a Remuneration Committee, all chaired by independent non-executive directors and composed of a majority of independent non-executive directors[330][337][343] Summary of Annual Meeting Attendance Records | Committee | Number of Meetings | Primary Responsibilities | | :--- | :--- | :--- | | Board | 4 | Evaluate business performance, approve financial reports, review internal control systems | | Audit Committee | 2 | Review financial statements, recommend external auditor, review effectiveness of internal controls | | Nomination Committee | 2 | Review board structure, assess independence of INEDs, recommend director candidates | | Remuneration Committee | 3 | Approve executive compensation, bonuses, and salary adjustments | - The report details the attendance of each director at general meetings, Board meetings, and various committee meetings, with overall good attendance[354] RISK MANAGEMENT AND INTERNAL CONTROL The Board oversees effective risk management and internal control systems, supported by a dedicated committee and robust financial control procedures - The Board has conducted an annual review of the effectiveness of the Group's risk management and internal control systems (covering financial, operational, and compliance controls) and considers them effective and adequate[357] - The Group has established a Risk Management Committee, led by the Managing Director, responsible for identifying, assessing, and monitoring various business risks. Each business unit is required to conduct self-assessments and report to the committee[360] - The Group has a central cash management system to oversee investment and borrowing activities and has established strict expenditure approval and control procedures to ensure expenses are within budget[366] Report of the Directors This report outlines the Group's principal business activities, financial results, share option scheme, and continuing connected transactions BUSINESS REVIEW This section outlines the Group's core business activities and financial performance, noting the Board's decision to withhold interim dividends for the year - The company, as an investment holding company, has its principal activities of subsidiaries, associates, and joint ventures detailed in Notes 50, 19, and 20 to the financial statements[395] - The Board has resolved not to declare a second interim dividend for the year ended March 31, 2025, and no first interim dividend was paid during the year (compared to HK$1.0 cent per share paid in the prior year)[405][410] SHARE OPTION SCHEME The old share option scheme expired, and no options have been granted under the new scheme since its adoption, with a specified total number of shares available - Under the 2011 share option scheme, 22,146,000 unexercised share options as of April 1, 2024, all lapsed during the year due to the expiry of their exercise period[425][444] - The company adopted a new share option scheme on August 25, 2020, valid until August 24, 2030. No share options have been granted under this scheme since its adoption[426][443] CONTINUING CONNECTED TRANSACTIONS The Group's framework agreement with Mei Hang for engineering services remained well within its annual cap, confirmed as fair and reasonable by independent directors - The Group entered into a three-year framework agreement with Mei Hang Group for the provision of facade and curtain wall engineering services[532] Continuing Connected Transactions with Mei Hang Group (HK$) | Fiscal Year | Annual Cap | Actual Total Transaction Cost | | :--- | :--- | :--- | | 2025 | 80,000,000 | 11,025,000 | - As Mei Hang is an associate of CCM Trust, a substantial shareholder of the Company, this transaction constitutes a continuing connected transaction under the Listing Rules and was approved by shareholders at an extraordinary general meeting[537][538] Independent Auditor's Report This section presents the independent auditor's opinion on the consolidated financial statements, including key audit matters and their approach to these areas OPINION The auditor issued an unmodified opinion, confirming the consolidated financial statements present a true and fair view in accordance with Hong Kong Financial Reporting Standards - The auditor issued an unmodified opinion (clean opinion) on the consolidated financial statements[563] - The auditor confirmed that the financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[563] KEY AUDIT MATTER The valuation of investment properties was identified as a key audit matter due to its material amount and significant judgment involved, with the auditor performing extensive review procedures - The sole key audit matter for this period is "Valuation of Investment Properties"[570] - The reasons for identifying this matter are: - Material Amount: The fair value of investment properties is HK$2.193 billion, representing approximately 37% of total assets - Significant Judgment: Valuation involves significant unobservable inputs (e.g., market rent, capitalization rates) and judgments[570][571] - The auditor's response procedures included: assessing the independence and professional competence of external valuers, understanding the valuation methodology, and comparing key data used in the valuation (e.g., market rent, capitalization rates) with market comparable data[573][578] Consolidated Financial Statements This section presents the Group's complete consolidated financial statements, including the statement of profit or loss, statement of financial position, and statement of cash flows Consolidated Statement of Profit or Loss Revenue increased, but the Group's annual loss widened significantly due to increased costs, fair value losses on investment properties, and impairment losses Consolidated Statement of Profit or Loss Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 1,985,257 | 1,612,660 | | Gross Profit | 124,469 | 119,855 | | Loss from fair value changes of investment properties | (140,706) | (71,078) | | Net impairment losses under expected credit loss model | (97,794) | (88,216) | | Finance costs | (51,209) | (65,625) | | Loss for the year | (295,300) | (216,014) | Consolidated Statement of Financial Position Total assets decreased, while liabilities slightly increased, leading to a reduction in shareholders' equity, though short-term liquidity improved Consolidated Statement of Financial Position Summary (HK$ Thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 3,667,385 | 4,178,381 | | Of which: Investment properties | 2,193,170 | 2,743,080 | | Of which: Loans to joint ventures | 1,085,366 | 1,036,628 | | Current assets | 2,297,720 | 2,047,739 | | Total assets | 5,965,105 | 6,226,120 | | Current liabilities | 1,655,677 | 2,413,371 | | Non-current liabilities | 847,795 | 46,223 | | Total liabilities | 2,503,472 | 2,459,594 | | Net assets | 3,461,633 | 3,766,526 | Consolidated Statement of Cash Flows Operating activities resulted in a net cash outflow, while investing and financing activities generated net cash inflows, leading to a net increase in cash and cash equivalents Consolidated Statement of Cash Flows Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (357,908) | (204,500) | | Net cash from (used in) investing activities | 344,206 | (18,753) | | Net cash from financing activities | 50,000 | 265,563 | | Net increase in cash and cash equivalents | 36,298 | 42,310 | | Cash and cash equivalents at beginning of year | 441,485 | 399,488 | | Cash and cash equivalents at end of year | 477,722 | 441,485 | Financial Summary This section provides a five-year summary of the Group's key financial performance, assets, and liabilities, offering a historical perspective Five-Year Financial Summary (HK$ Thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 1,985,257 | 1,612,660 | 1,232,803 | 1,438,340 | 1,451,560 | | (Loss) Profit before tax | (295,474) | (215,854) | (35,951) | 162,716 | 273,190 | | (Loss) Profit for the year | (295,300) | (216,014) | (38,432) | 154,343 | 274,986 | | Assets and Liabilities | | | | | | | Total assets | 5,965,105 | 6,226,120 | 6,162,834 | 6,718,801 | 8,130,161 | | Total liabilities | (2,503,472) | (2,459,594) | (2,090,152) | (2,502,363) | (3,993,056) | | Equity attributable to owners of the Company | 3,461,633 | 3,766,526 | 4,072,682 | 4,216,438 | 4,137,105 | Summary of Major Properties This section provides an overview of the Group's significant property holdings, categorized by investment, development, and self-used properties A. INVESTMENT PROPERTIES HELD FOR RENTAL INCOME PURPOSES The Group holds several commercial properties for rental income, including PeakCastle and The Mercer, both 100% owned - Key rental properties include PeakCastle at 476 Castle Peak Road, Kowloon (gross floor area of 145,394 sq. ft.), and The Mercer at 29 Jervois Street, Hong Kong (gross floor area of 37,933 sq. ft.), both 100% owned[1248] B. PROPERTIES UNDER DEVELOPMENT FOR SALE IN HONG KONG The Group has multiple residential and industrial properties under development for sale in Hong Kong, mostly as joint ventures, with various completion dates Overview of Major Properties Under Development | Project Name/Location | Property Type | Group's Attributable Interest | Estimated Completion Date | | :--- | :--- | :--- | :--- | | Park College (Kowloon Tong) | Residential | 50% | 2025 | | Johnson Place (Chai Wan) | Industrial | 50% | No specific plan | | San Tin Tsuen (Yuen Long) | Residential | 50% | 2026 | | Siu Lam (Tuen Mun) | Residential | 24.82% | No specific plan | | West Castle (Kwai Chung) | Industrial | 50% | 2025 | | 18 Lee Chung Street (Chai Wan) | Industrial | 50% | 2026 | D. SELF-USED PROPERTIES The Group's self-used properties include offices in Sha Tin and a commercial property in Connaught Road West, co-owned with a joint venture partner - Key self-used properties include offices on the 21st and 22nd floors of Kings Wing Plaza 1, 3 On Kwan Street, Shek Mun, Sha Tin (100% interest), and The Connaught at 138 Connaught Road West (50% interest)[1253]