永发置业(00287) - 2025 - 年度财报

Company Information The report details basic company information for Wing Fat Property Enterprises Limited, including its board, auditors, and key administrative contacts - The report provides basic company information for Wing Fat Property Enterprises Limited (Stock Code: 0287), covering its board, auditors, legal advisors, and key administrative contacts[5][6] Chairman's Statement Results and Dividends Group turnover rose 7.0% to HKD 21.45 million, but net loss widened to HKD 74.72 million due to fair value losses; a HKD 0.12 final dividend is proposed 2025 Fiscal Year Performance Overview | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Turnover | 21,447,000 | 20,053,000 | +7.0% | | Loss for the Year | (74,716,000) | (49,748,000) | +50.2% | | Fair Value Loss on Investment Properties | (108,906,000) | (48,900,000) | +122.7% | | Interim Dividend (per share) | 2 cents | - | - | | Proposed Final Dividend (per share) | 12 cents | - | - | Business Review Property leasing income increased by 4.2%, stock investments yielded fair value gains, while a redevelopment project was suspended, and all bank loans were repaid - Property leasing segment revenue increased by 4.2% to approximately HKD 15.26 million, driven by higher occupancy rates[11] - The redevelopment project at 31 Fuk Tsun Street has been suspended due to high interest rates, challenging economic recovery, and weak property market sentiment[11] - Stock investment business recorded a fair value gain of approximately HKD 18.50 million, reversing last year's HKD 15.09 million loss, with the listed securities portfolio reaching HKD 127 million in market value[15] - All bank loans have been fully repaid, reducing the gearing ratio from 1.5% to zero, with cash holdings of approximately HKD 132 million at period-end[21] Risks and Uncertainties The Group faces diverse risks including economic volatility, high interest rates, geopolitical tensions, regulatory changes, and market fluctuations - Key risks include economic volatility, high interest rates, regulatory changes, evolving consumption patterns, project financing challenges, securities price fluctuations, and climate change[26][27][28][30][31][34] Outlook Future business faces challenges from geopolitical uncertainties, trade wars, and northbound consumption, with property and securities markets expected to remain weak - Future business faces increased challenges from geopolitical uncertainties, trade wars, and the impact of northbound consumption on local industries[40] - The Hong Kong property market is anticipated to remain weak, and the securities market volatile; the Group will prudently assess market conditions, interest rates, and lending policies for optimal shareholder outcomes[40] Corporate Governance Report Corporate Governance and the Board The company maintains high corporate governance standards, with its eight-member Board, including independent non-executive directors, holding four meetings with full attendance - The company has complied with all Corporate Governance Code provisions, except for the absence of a Chief Executive Officer and directors' litigation insurance[46] - The Board consists of 8 directors, including 2 executive, 3 non-executive, and 3 independent non-executive directors, fulfilling the independent director ratio requirement[49][51] - The Board convened four meetings during the reporting year, achieving 100% attendance from all directors[50] Board Committees The company operates Remuneration, Nomination, Corporate Governance, and Audit Committees, each chaired by an independent non-executive director, overseeing key areas - The Remuneration Committee, composed of three independent non-executive directors and one executive director, advises the Board on director and senior management remuneration policies[62] - The Nomination Committee, consisting of three independent non-executive directors and one executive director, formulates nomination policies and recommends director appointments and succession plans[66] - The Audit Committee, comprising three independent non-executive directors and one non-executive director, oversees external auditors, reviews financial statements, and assesses internal control systems[80] Risk Management and Internal Control The Board oversees the Group's risk management and internal control systems, which include a three-lines-of-defense structure, deemed effective and adequate - The Group's risk governance structure employs three lines of defense: a risk management team, an Independent Professional Advisor (IPA), and the Board and Audit Committee[87] - The Board, via the Audit Committee, reviewed the risk management and internal control systems for FY2025, finding them effective and adequate with no significant weaknesses[88] Shareholder Rights and Communication The report details shareholder rights for meetings and resolutions, outlines the company's communication policy, and confirms a stable dividend policy - The report outlines statutory procedures for shareholders to convene general meetings, propose resolutions, and circulate statements[93][97][98] - The company maintains a stable dividend policy, proposing an annual interim dividend of HKD 2 cents and a final dividend of HKD 12 cents per share, with potential for special dividends[106][107] Environmental, Social and Governance Report Environment The Group, primarily in property and securities investment, has a small direct environmental impact, focusing on resource efficiency and reducing GHG emissions Environmental Performance Data | Metric | Unit | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes of CO2 equivalent | 8.03 | 8.72 | -7.9% | | Indirect Electricity Consumption | kWh | 13,350 | 14,780 | -9.7% | | Total Paper Consumption | kg | 595.9 | 590.2 | +1.0% | - The Group has assessed climate change risks and is committed to reducing emissions through guidelines to mitigate potential impacts[119] Social The Group upholds fair employment, prohibits child/forced labor, ensures a safe workplace, and supports employee training, with four full-time employees and zero turnover Employee Profile (as of March 31, 2025) | Metric | Value | | :--- | :--- | | Number of Employees | 4 people | | By Gender | Male: 2, Female: 2 | | Employee Turnover Rate | 0% | | Average Length of Service | 16.8 years | - The Group strictly prohibits child or forced labor and complies with relevant labor laws, with no violations identified during the year[130] - The Group is committed to a healthy and safe working environment, reporting no work-related fatalities or reportable injuries in the past three years[135] Operating Practices and Community The Group prioritizes supply chain management, implements anti-corruption measures with no incidents, and significantly increased volunteer hours this year - The Group has established anti-corruption codes and whistleblowing programs, reporting no violations or confirmed corruption incidents during the year[141] - Group employees and directors contributed approximately 207 hours of volunteer service, a significant increase from 95 hours last year[142] Directors' Report Principal Activities, Results and Dividends The Group's core activities remained unchanged, with an interim dividend of HKD 0.02 paid and a final dividend of HKD 0.12 proposed - The Group's principal activities, including property and stock investment, development, and securities trading, remained unchanged during the year[144] - An interim dividend of HKD 2 cents per share has been paid, with a final dividend of HKD 12 cents per share proposed[148] Directors' and Major Shareholders' Interests The report details the shareholdings of directors and major shareholders as of March 31, 2025, with key directors holding a majority stake Directors' Shareholdings (as of March 31, 2025) | Director Name | Capacity | Total Shares Held | % of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Ng Tai Wai | Executive Director | 7,269,577 | 18.2% | | Mr. Ng Tai Yin | Executive Director | 14,686,423 | 36.7% | | Mr. So Kwok Leung | Non-Executive Director | 5,961,077 | 14.9% | | Mr. So Kwok Wai | Non-Executive Director | 5,025,923 | 12.6% | Major Customers and Suppliers The property leasing business exhibits high customer concentration, with the largest tenant contributing 36% and the top five 75% of leasing turnover - The largest tenant contributed 36% of property leasing turnover, with the top five tenants collectively accounting for 75%[169] Directors and Senior Management Biographies of Directors and Senior Management This section provides detailed biographies of the company's executive, non-executive, and independent non-executive directors, and company secretary - Executive Director Mr. Ng Tai Wai serves as Chairman, overseeing corporate policy and governance, while Mr. Ng Tai Yin manages administration, IT, and finance[176][177] - Independent non-executive directors Dr. Ng Chi Yeung, Ms. Chan Suet Fei, and Mr. Hsing Pei Neng bring extensive expertise in law, company secretarial, and accounting, serving key roles on Board committees[179][180] Independent Auditor's Report Audit Opinion and Key Audit Matters The auditor issued an unmodified opinion, with "Valuation of Investment Properties" identified as the sole key audit matter due to its subjectivity - The auditor issued an unmodified audit opinion, confirming the consolidated financial statements present a true and fair view of the Group's financial position and performance under Hong Kong Financial Reporting Standards[183] - "Valuation of Investment Properties" is a key audit matter due to its inherent subjectivity and significant management judgment, with experts engaged to assess valuation methods and assumptions[186][188][191] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income Group turnover increased by 7.0% to HKD 21.45 million, but a HKD 109 million fair value loss led to a HKD 74.72 million loss attributable to owners Consolidated Statement of Profit or Loss Summary | Metric (HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Turnover | 21,446,588 | 20,052,902 | | Fair Value Loss on Investment Properties | (108,906,023) | (48,900,000) | | Loss Before Income Tax | (73,076,584) | (48,318,092) | | Loss Attributable to Owners of the Company | (74,715,680) | (49,748,225) | | Loss Per Share (Basic and Diluted) | (1.87) | (1.24) | Consolidated Statement of Financial Position Total assets decreased to HKD 1.015 billion, with net assets at HKD 1.008 billion, primarily comprising investment properties and cash, with zero bank borrowings Consolidated Statement of Financial Position Summary | Metric (HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-Current Assets | 814,939,559 | 913,523,136 | | Of which: Investment Properties | 747,800,000 | 856,700,000 | | Current Assets | 199,641,152 | 186,734,008 | | Of which: Cash and Bank Balances | 132,365,439 | 140,603,978 | | Total Assets | 1,014,580,711 | 1,100,257,144 | | Current Liabilities | 4,986,695 | 19,790,620 | | Of which: Bank Borrowings | – | 16,295,139 | | Non-Current Liabilities | 1,836,369 | 2,929,044 | | Total Liabilities | 6,823,064 | 22,719,664 | | Net Assets / Total Equity | 1,007,757,647 | 1,077,537,480 | Consolidated Statement of Changes in Equity Total equity decreased from HKD 1.078 billion to HKD 1.008 billion, primarily due to loss and dividends, partially offset by other comprehensive income - Total shareholders' equity decreased by approximately HKD 69.78 million, from HKD 1.078 billion to HKD 1.008 billion[205] - Equity changes were primarily driven by a HKD 74.72 million loss, HKD 5.46 million in dividends paid, and HKD 10.40 million in other comprehensive income[205] Consolidated Statement of Cash Flows Net cash from operations was HKD 9.99 million, investing HKD 3.79 million, while financing resulted in a HKD 22.02 million outflow, leading to a net cash decrease Consolidated Statement of Cash Flows Summary | Metric (HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 9,992,246 | 10,763,616 | | Net Cash from Investing Activities | 3,789,139 | 2,599,489 | | Net Cash Used in Financing Activities | (22,019,924) | (7,015,501) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (8,238,539) | 6,347,604 | | Cash and Cash Equivalents at Year-End | 132,365,439 | 140,603,978 | Notes to the Consolidated Financial Statements (Selected) Notes detail segment performance, fair value declines in investment properties, full repayment of bank loans, and capital commitments for redevelopment projects - Segment Results: Securities investment recorded a HKD 23.15 million profit, while property leasing incurred a HKD 98.02 million loss due to fair value declines in investment properties[266] - Investment Properties: Fair value decreased from HKD 857 million to HKD 748 million, resulting in a HKD 109 million fair value loss[287] - Bank Borrowings: All HKD 16.30 million in secured bank loans as of March 31, 2024, have been fully repaid, with no outstanding bank borrowings at period-end[302] - Capital Commitments: Contracted but unprovided capital expenditure for investment property redevelopment totaled HKD 12.05 million[315] Group Property Information Property Portfolio Overview This section details the Group's property portfolio, noting the postponement of two redevelopment projects due to unfavorable market conditions - The Fuk Tsun Street and Ma Tau Chung Road projects are on hold due to high interest rates and a weak property market; completion is anticipated by April 2031 and September 2034, respectively, if conditions improve[347] - The Group holds 9 investment properties, primarily commercial and industrial assets in Kowloon and New Territories, Hong Kong[348] Five-Year Financial Summary Five-Year Financial Trends Turnover remained stable, but profitability declined with increasing losses for three consecutive years, and net assets decreased from HKD 1.191 billion to HKD 1.008 billion Five-Year Key Financial Indicators (HKD thousands) | Fiscal Year Ended March 31 | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Turnover | 20,848 | 18,911 | 19,240 | 20,053 | 21,447 | | Profit/(Loss) for the Year | (3,671) | 13,485 | (36,227) | (49,748) | (74,716) | | Net Assets | 1,190,550 | 1,191,431 | 1,143,042 | 1,077,537 | 1,007,757 | Notice of Annual General Meeting Meeting Matters The AGM on September 3, 2025, will cover reviewing accounts, declaring a HKD 0.12 final dividend, re-electing directors, re-appointing auditors, and granting share allotment mandate - The Annual General Meeting is scheduled for September 3, 2025[351] - Key resolutions include adopting annual accounts, declaring a HKD 12 cents final dividend, re-electing Mr. So Kwok Leung, Mr. So Kwok Wai, and Dr. Ng Chi Yeung as directors, and re-appointing BDO Limited as auditor[353][357]