景福集团(00280) - 2025 - 年度财报

Company Information This section provides core registration and operational details, including board members, company secretary, auditor (BDO Limited), principal bankers, solicitors, registered office, and share registrar - The report provides detailed core registration and operational information for the company, including its board members, company secretary, auditor (BDO Limited), principal bankers, solicitors, registered office, and share registrar[4] Biographies of Directors and Senior Management This section details the personal biographies of the company's executive, non-executive, independent non-executive directors, and senior management, including their age, academic background, key positions, industry experience, and tenure with the company - This section provides detailed personal biographies of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, covering their age, academic background, key positions, industry experience, and tenure within the company[6][7][17] Chairman's Statement Operations Review and Outlook Facing global economic uncertainties, shifting consumer behavior towards experiential spending, high gold prices, and weak diamond demand, the Group actively responded by launching lightweight gold products, expanding colored gemstone business, and introducing independent watch brands; a 75th-anniversary lucky draw successfully boosted sales, with future focus on enhancing customer experience, optimizing product mix, and stringent cost control - The market faces multiple challenges, including consumers shifting spending from luxury goods to essential items and travel experiences, and the trend of local residents spending in mainland China, adversely impacting Hong Kong's retail sector[22] - To address market changes, the company implemented several product strategy adjustments: - Gold Products: Introduced lighter wedding gold jewelry and fashionable daily gold jewelry to adapt to changing consumer behavior amid high gold prices - Diamond Jewelry: Expanded product range to include colored diamonds and gemstones to counter the impact of declining prices and weakening demand for traditional white diamonds - Watch Business: Collaborated with renowned independent watch brands to offer customers more high-quality choices[22] - To celebrate its 75th anniversary, the company held a 75-tael gold lucky draw, coupled with media promotion, successfully expanding its customer base and achieving satisfactory gold and jewelry sales performance[23] Dividend Policy The Board recommends a final dividend of 2.6 HK cents per share for the current year, consistent with last year, totaling HK$23.6 million Proposed Final Dividend | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Final Dividend (per share) | 2.6 HK cents | 2.6 HK cents | | Total Dividend | HK$23.6 million | HK$23.6 million | Management Discussion and Analysis Group Performance Review For the current year, the Group's total revenue increased by 14.2% year-on-year to HK$886 million, and profit attributable to owners increased by 3.6% to HK$88.3 million, driven by higher revenue and gross profit; however, distribution and selling costs and administrative expenses rose by 13.4% and 7.2% respectively due to the full-year impact of new store openings and increased salaries and bonuses FY2025 Performance Overview | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | HK$886.0 million | HK$775.6 million | +14.2% | | Profit Attributable to Owners | HK$88.3 million | HK$85.2 million | +3.6% | - Cost and expenses increased: - Distribution and Selling Costs: Increased by 13.4% year-on-year to HK$124.1 million, primarily due to the full-year impact of new store openings in December 2023 - Administrative Expenses: Increased by 7.2% year-on-year to HK$56.2 million, mainly due to higher salaries and bonuses[28] Business Review Despite market challenges, the Group's retail business revenue grew by 14.6%, with same-store sales increasing by 16.9%; gold bar sales rose due to investment demand, and the 75th-anniversary lucky draw effectively boosted overall sales; the watch business achieved stable growth even after closing a branch; however, soaring gold prices led to a HK$22.2 million fair value loss on gold loans, impacting profit before tax, partially offset by a HK$12.4 million deferred tax asset recognition - Retail business performed strongly, with revenue increasing by 14.6% year-on-year to HK$885.7 million, and same-store sales growing by 16.9%[29] - Gold lending strategy aims to hedge gold inventory price risk; this year, due to soaring gold prices, a fair value loss of HK$22.2 million was incurred (compared to HK$8.2 million last year), but this loss was partially offset by expanded gross margins in the gold business[29][30] - A deferred tax asset of HK$12.4 million was recognized this year (compared to HK$2.6 million last year), effectively offsetting part of the fair value loss from gold lending, ultimately contributing to a 3.6% increase in profit attributable to owners[30] Outlook Market challenges are expected to persist in the coming year, and the Group will remain agile; core strategies include expanding customer base, enhancing watch business efficiency, improving customer shopping experience, promoting exclusive jewelry and watch brands, investing in employees, controlling expenses, and optimizing inventory to maintain competitiveness and profitability - The company anticipates continued challenges in the coming year from geopolitical and economic uncertainties, impacting consumer sentiment and purchasing behavior[33] - Future strategic priorities will focus on customers, products, operational efficiency, and cost control, aiming to maintain competitiveness and profitability[33] Financial Review The Group's financial position is robust, with HK$899.7 million in current assets and HK$276.8 million in cash and equivalents as of March 31, 2025; the gearing ratio stands at a healthy 9.8%, with no significant foreign exchange risk or pledged assets at year-end; capital expenditure for the year was approximately HK$4.8 million Financial Position Summary (as of March 31, 2025) | Metric | Amount | | :--- | :--- | | Current Assets | HK$899.7 million | | Current Liabilities | HK$162.7 million | | Cash and Cash Equivalents | HK$276.8 million | | Gold Borrowings | HK$80.3 million | | Bank Loans | None | | Gearing Ratio | 9.8% | - Capital expenditure for the year was approximately HK$4.8 million, primarily for leasehold property improvements, furniture, and equipment[37] - As of March 31, 2025, the Group had no pledged assets, capital commitments, or contingent liabilities[36][38] Report of the Directors Principal Activities, Results, and Profit Appropriation The company primarily engages in investment holding; the Board recommends a final dividend of 2.6 HK cents per share, bringing the total annual dividend to 3.0 HK cents per share (including the interim dividend of 0.4 HK cents per share), consistent with last year; as of March 31, 2025, the company's distributable reserves amounted to HK$247 million - The company's principal activity is investment holding, with its subsidiaries engaged in specific operating activities[46] FY2025 Dividend Distribution | Dividend Type | Amount Per Share (HK cents) | FY2024 Comparison | | :--- | :--- | :--- | | Interim Dividend | 0.4 | 0.4 | | Proposed Final Dividend | 2.6 | 2.6 | Major Suppliers and Customers The Group exhibits high supplier concentration, with the largest supplier accounting for 58% of total purchases and the top five suppliers collectively representing 72%; conversely, the customer base is more diversified, with the largest customer contributing only 3% of total sales and the top five customers collectively accounting for 9% Supplier and Customer Concentration | Item | Percentage | | :--- | :--- | | Largest Supplier | 58% | | Top Five Suppliers (total) | 72% | | Largest Customer | 3% | | Top Five Customers (total) | 9% | Directors' Interests and Connected Transactions The report discloses directors' shareholdings in the company and details ongoing connected transactions with related parties, primarily subsidiaries of the controlling shareholder, including leases for office and retail properties, and a licensing agreement for the 'King Fook' trademark; the company confirms compliance with Listing Rules disclosure requirements - The Group entered into multiple lease agreements with Danway Properties Limited, a wholly-owned subsidiary of controlling shareholder Yeung Chi Shing Estates Limited, for retail shops and the head office located in King Fook Building, with total monthly rent of HK$818,600[61] - The company entered into a licensing agreement with Yeung Chi Shing Estates Limited in 1998, acquiring the exclusive right to design, manufacture, and distribute jewelry products globally using the 'King Fook' trademark for a total consideration of HK$1[63] Major Shareholders According to the register of major shareholders, Yeung Chi Shing Estates Limited is the controlling shareholder, holding 64.47% of the company's issued share capital Major Shareholder Holdings (as of March 31, 2025) | Shareholder Name | Number of Shares Held | Nature of Interest | Percentage | | :--- | :--- | :--- | :--- | | Yeung Chi Shing Estates Limited | 586,195,857 | Beneficial Owner | 64.47% | Corporate Governance Report Corporate Governance Practices and the Board The company is committed to maintaining high corporate governance standards, largely complying with the Corporate Governance Code this year, with deviations only in director appointment letters and dividend policy; the Board comprises nine members with a balanced structure, responsible for leading and overseeing company affairs, with clear segregation of roles between the Chairman and Chief Executive Officer - The company reported two deviations from the Corporate Governance Code: - Code Provision C.3.3: No formal letters of appointment for directors have been established - Code Provision F.1.1: No formal dividend policy or pre-determined dividend payout ratio has been established[76][77] - The roles and responsibilities of the Chairman (Mr. Tang Yat Sun, Richard) and Chief Executive Officer (Ms. Ng Wing Han, Grace) are clearly segregated, with the Chairman leading the Board and formulating strategies, and the Chief Executive Officer managing daily operations[85][86] Board Committees The report details the composition, terms of reference, and annual work of the Remuneration Committee, Nomination Committee, and Audit Committee; the Remuneration Committee reviews remuneration policies, the Nomination Committee identifies director candidates, and the Audit Committee oversees financial reporting, risk management, and internal control system effectiveness - Remuneration Committee: Composed of two independent non-executive directors, responsible for reviewing and approving the Group's remuneration policy[89][90] - Nomination Committee: Composed of the Chairman and two independent non-executive directors, responsible for identifying and recommending new director candidates[91][92] - Audit Committee: Composed of two independent non-executive directors and one non-executive director, with primary responsibilities including reviewing financial reports, evaluating internal and external audit work, and assessing the effectiveness of internal control systems[108][109] Accountability, Audit, and Shareholder Communication The Board confirms its responsibility in preparing financial statements and for the Group's risk management and internal control systems; approximately HK$0.83 million was paid to the auditor for audit services this year; the company maintains communication with shareholders through various channels, including annual reports, announcements, and general meetings, encouraging shareholder participation - The Board acknowledges its responsibility for risk management and internal control systems, with annual effectiveness reviews conducted through the Audit Committee[101][109] Auditor's Remuneration | Service Type | Amount (HK$) | 2024 Comparison | | :--- | :--- | :--- | | Audit Services | Approx. 830,000 | 830,000 | | Non-Audit Services | Approx. 207,000 | 204,000 | Risk Management and Internal Control Report Risk Governance Structure and Process The Group employs a three lines of defense model for risk governance, with the Board assuming overall responsibility, the Audit Committee overseeing, and the Risk Management Committee handling specific implementation; the risk management process includes identification, assessment (using a 5x5 risk matrix), treatment, monitoring, and reporting, ensuring risks are controlled within acceptable levels - The Group's risk management adopts a three lines of defense model: - First Line: Business units and departments act as risk owners - Second Line: The Risk Management Committee is responsible for assessment and monitoring - Third Line: The Internal Audit Department provides independent assurance[118][122][123][125] - The risk management process covers risk identification, assessment using a 5x5 risk matrix, risk treatment (transfer, avoidance, reduction, acceptance), and continuous monitoring and reporting[126][127] Internal Control and Inside Information Handling The internal control system aims to ensure operational efficiency, financial reporting reliability, and regulatory compliance; the internal audit department regularly assesses the system's adequacy and effectiveness; the Board confirmed the risk management and internal control systems were effective and adequate during the reporting period; the company also established strict policies for handling and disseminating inside information - The internal audit department provides independent assessments of the risk management and internal control systems to the Audit Committee, based on which the Board confirms the systems' effectiveness and adequacy[132][133] - The company has established policies for handling and disseminating inside information, regulating the information processing flow, including designated reporting channels, evaluation mechanisms, and confidentiality measures, to comply with relevant regulations[134][135] Independent Auditor's Report Audit Opinion and Key Audit Matters Auditor BDO Limited issued an unmodified opinion on the Group's consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and performance; the sole key audit matter identified was 'Inventory Provision' due to significant management judgment involved in its assessment - The auditor believes 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, and issued an unmodified opinion[137] - The key audit matter is 'Inventory Provision'; due to the significant management judgment required for obsolescence and impairment provisions for inventory such as jewelry and gold ornaments, based on inventory aging, condition, and market factors, it is considered the most significant audit matter[140] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group's revenue was HK$886 million, a 14.2% year-on-year increase, with gross profit at HK$275 million; despite a HK$22.2 million fair value loss on gold borrowings, profit for the year reached HK$88.3 million, up 3.6% year-on-year, benefiting from a positive tax impact; basic earnings per share were 9.71 HK cents Key Data from Consolidated Statement of Profit or Loss (HK$'000) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 885,991 | 775,573 | | Gross Profit | 274,642 | 240,785 | | Operating Profit | 80,659 | 86,740 | | Profit Before Tax | 75,866 | 82,591 | | Profit for the Year | 88,266 | 85,191 | | Basic Earnings Per Share (HK cents) | 9.71 | 9.37 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HK$1,007 million, total liabilities HK$188 million, and net assets (total equity) HK$818 million, an increase from HK$755 million last year; net current assets stood at HK$737 million, indicating strong liquidity Key Data from Consolidated Statement of Financial Position (HK$'000) | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 1,006,656 | 917,316 | | Total Liabilities | 188,382 | 162,032 | | Net Assets | 818,274 | 755,284 | | Inventories | 420,218 | 414,979 | | Cash and Cash Equivalents | 276,773 | 231,231 | Consolidated Statement of Changes in Equity This year, equity attributable to owners of the company increased from HK$755 million at the beginning of the year to HK$818 million at year-end, primarily driven by a profit for the year of HK$88.3 million and other comprehensive income of HK$2.0 million, partially offset by dividends paid of HK$27.3 million - Equity attributable to owners of the company increased from HK$755,220 thousand to HK$818,232 thousand[161] - Key components of equity changes include: - Profit for the year: +HK$88,288 thousand - Other comprehensive income: +HK$2,003 thousand - Dividends paid: -HK$27,279 thousand[161] Consolidated Statement of Cash Flows The Group generated strong net cash inflows of HK$138 million from operating activities this year; net cash outflow from investing activities was HK$19.8 million, mainly for purchasing financial instruments and property and equipment; net cash outflow from financing activities was HK$73.0 million, primarily for dividend payments and lease liabilities; year-end cash and cash equivalents increased by HK$45.5 million to HK$277 million Summary of Consolidated Statement of Cash Flows (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 138,271 | 153,934 | | Net Cash Outflow from Investing Activities | (19,835) | (131,627) | | Net Cash Outflow from Financing Activities | (72,954) | (92,080) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 45,482 | (69,773) | | Cash and Cash Equivalents at Year-End | 276,773 | 231,231 | Notes to the Consolidated Financial Statements The notes provide detailed explanations of accounting policies, key accounting estimates and judgments, and disaggregated disclosures for various financial statement items; important notes cover revenue recognition, segment information, taxation, property and equipment, leases, financial instruments, related party transactions, and capital management, offering essential context for understanding the financial statements - Revenue Recognition: The Group primarily engages in retail of gold ornaments, jewelry, watches, and gifts, trading of gold bars, and wholesale of diamonds, with revenue recognized when control of goods is transferred to customers[176][231] - Significant Accounting Estimates: Areas involving significant estimates include impairment of property and right-of-use assets, determination of incremental borrowing rates for leases, net realizable value of inventories, and calculation of income tax[225][226][227][228] - Related Party Transactions: Disclosures include property lease transactions with Danway Properties Limited, a subsidiary of the controlling shareholder, and details of goods sold to directors and the controlling shareholder[293] - Financial Risk Management: The Group faces financial risks primarily including market risk (foreign exchange, interest rate, price), credit risk, and liquidity risk; the Group adopts a conservative strategy to manage risks and utilizes gold borrowings to hedge against price fluctuations of gold inventory[300][317] Investment Property Overview The report lists the Group's investment properties, all located in Phase 2 of Kaiser Estate in Hung Hom, Kowloon, comprising two commercial units and two parking spaces, with the Group's attributable interest at 99.05% - The report lists the Group's investment properties, all located in Phase 2 of Kaiser Estate in Hung Hom, Kowloon, including two commercial units and two parking spaces, with the Group's attributable interest at 99.05%[330] Five-Year Financial Summary This section provides an overview of the Group's key financial data over the past five years, including total assets, profit attributable to owners, earnings per share, dividend per share, and average return on equity and reserves, illustrating the company's long-term financial performance trends Five-Year Financial Data Summary | Metric (HK$'000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 1,006,656 | 917,316 | 854,184 | 863,288 | 821,409 | | Profit Attributable to Owners | 88,288 | 85,205 | 79,466 | 60,050 | 28,615 | | Earnings Per Share (HK cents) | 9.71 | 9.37 | 8.73 | 6.59 | 3.13 | | Dividend Per Share (HK cents) | 3.00 | 3.00 | 10.40 | 2.00 | 1.00 | | Average Return on Equity and Reserves | 11.2% | 11.2% | 10.8% | 8.8% | 4.4% |