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北大资源(00618) - 2025 - 年度财报
PKU RESOURCESPKU RESOURCES(HK:00618)2025-07-24 08:37

Company Overview The company is a diversified holding company primarily engaged in healthcare retail, e-commerce, property development, and investment in Mainland China, Singapore, and Hong Kong Company Business Segments Peking University Resources (Holdings) Company Limited (Stock Code: 618.HK) is a diversified holding company primarily engaged in four core businesses: healthcare and pharmaceutical retail, online sales of consumer electronics and health foods, property development, and property investment and management - The Group's core businesses cover four segments: healthcare and pharmaceutical retail, e-commerce and distribution, property development, and property investment and management4 - The healthcare retail business operates under the "Yekaitai" brand, with 47 chain stores, 11 traditional Chinese medicine clinics, and 3 dermatology clinics as of March 31, 20254 - The e-commerce business primarily sells consumer electronics and health foods through platforms like Douyin and JD.com5 - The property development business has 11 projects in 7 cities in Mainland China, holding approximately 1.91 million square meters of properties for sale, under development, and undeveloped land5 Chairman's Statement Facing a complex environment of global high interest rates and geopolitical conflicts, the Group experienced significant challenges during the reporting year, particularly impacted by the deep adjustment in the real estate sector, leading to a decline in revenue and a substantial loss; despite this, the Group achieved strategic breakthroughs in business transformation, successfully expanding the "Big Health+" innovative model and deepening its e-commerce business, with the disposal of property development projects through a partnership with Suzhou Aozhe expected to significantly improve the Group's financial position, allowing future resources to focus on healthcare, e-commerce, and special opportunities investment as its three core businesses Key Financial Indicators for the Reporting Year | Indicator | Amount (RMB) | | :--- | :--- | | Revenue | 1.62 billion yuan | | Net Loss | 2.52 billion yuan | | Equity attributable to owners of the Company | From a surplus of 1.03 billion yuan to a deficit of 1.26 billion yuan | - The net loss primarily resulted from declining property sales prices, increased impairment of properties held for sale, and increased provisions for expected guarantee liabilities and litigation arising from the disposal of subsidiaries of Hong Kong Huzi Limited9 - The healthcare business achieved a 117.3% year-on-year increase in revenue by acquiring and upgrading Yekaitai Pharmaceutical to a "Big Health+" model, operating 47 chain stores, 11 traditional Chinese medicine clinics, and 3 dermatology clinics10 - The e-commerce and distribution business saw a 14.6% increase in revenue, as the Group transitions from a traditional IT distributor to a diversified e-commerce business10 - The Group plans to dispose of certain property development projects through the establishment of a partnership, which is expected to significantly improve its financial position and allow the company to focus resources on core businesses such as healthcare retail and e-commerce12 - Future strategic initiatives will focus on three key areas: deepening the full-chain healthcare service model, optimizing e-commerce and expanding cross-border e-commerce, and developing special opportunities asset investment businesses12 Management Discussion and Analysis This section provides an in-depth review of the group's market performance, business segment results, financial position, significant legal matters, and future strategic outlook Market Review During the reporting period, global economic growth slowed, while China's economy remained stable with policy support; the healthcare retail sector was affected by consumption downgrades, but the online market and traditional Chinese medicine fields received policy support, showing an innovative "pharmacy + clinic" trend; the e-commerce industry entered a phase of high-quality development, with content and social e-commerce becoming core growth drivers, and online retail sales continued to grow under policy promotion; although the real estate sector received strong policy support and market confidence improved, it remained in a downward bottoming cycle, with recovery momentum yet to accumulate - Healthcare and Pharmaceutical Retail: The industry's profits declined due to consumption downgrades, but the online market maintained growth, with national policies supporting "Internet + healthcare" and traditional Chinese medicine development, leading to a diversified "pharmacy + clinic" integration trend in the industry1820 - E-commerce and Distribution Business: The industry entered a high-quality development phase, with content e-commerce and social e-commerce becoming core growth drivers, and under policies like "trade-in" programs, national online retail sales reached 15.5 trillion yuan in 2024, a year-on-year increase of 7.2%2122 - Real Estate Business: Industry policies continued to intensify, boosting market confidence, but the sector remained in a downward bottoming cycle, with national commercial housing sales declining by 17.1% year-on-year in 2024 and 2.1% in the first quarter of 2025, indicating that industry recovery momentum still needs to accumulate2425 Business Review During the reporting year, the Group's business segments showed mixed performance, with healthcare and pharmaceutical retail achieving double-digit revenue growth through a "Big Health+" model but incurring a slight loss due to new store investments, while e-commerce and distribution revenue grew by 14.6% but profit declined due to increased initial sales expenses, and the real estate business suffered a sharp increase in losses despite a slight revenue increase, primarily due to reduced gross profit and increased provisions, while property investment and management saw significant fluctuations in revenue and loss due to higher property sales revenue in the prior year Healthcare and Pharmaceutical Retail The Group successfully expanded its business scale by acquiring Yekaitai Pharmaceutical and upgrading it to a "pharmacy + traditional Chinese medicine + Big Health" model, operating 47 chain stores, 11 traditional Chinese medicine clinics, and 3 dermatology clinics as of March 2025, with segment revenue significantly increasing by 117.3% year-on-year during the reporting period, but incurring a slight loss due to initial investments in new clinics Healthcare and Pharmaceutical Retail Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 190,800,000 yuan | 87,800,000 yuan | +117.3% | | Segment (Loss)/Profit | (100,000) yuan | 3,800,000 yuan | From profit to loss | - The slight loss for the year was primarily attributable to the initial setup costs of new clinics28 E-commerce and Distribution The Group successfully transitioned from a traditional IT distributor to an e-commerce platform, focusing on consumer electronics and health food businesses, with revenue increasing by 14.6% year-on-year during the reporting period; however, segment profit decreased compared to the prior year due to increased initial sales expenses from introducing new product lines E-commerce and Distribution Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 711,900,000 yuan | 621,400,000 yuan | +14.6% | | Segment Profit | 13,500,000 yuan | 30,800,000 yuan | -56.2% | - The decrease in segment profit was mainly due to the adjustment of product structure and increased initial sales expenses from introducing new product lines30 Real Estate Business - Property Development Property development revenue increased by 8.4% year-on-year, but segment loss sharply expanded to 2.18 billion yuan due to reduced gross profit from property sales and increased provisions for expected guarantee liabilities; as of the end of the reporting period, the Group had 11 projects in 7 cities, and subsequently, the Group injected all property development projects under development into a newly established partnership to divest related businesses Property Development Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | | :--- | :--- | :--- | | Revenue | 605,200,000 yuan | 558,200,000 yuan | | Segment Loss | (2,184,300,000) yuan | (117,300,000) yuan | - The expansion of segment loss was primarily due to reduced gross profit from property sales and increased provisions for expected guarantee liabilities32 - Subsequent to the reporting period, the Group divested all property development projects under development by establishing a partnership to streamline its operations35 Real Estate Business - Property Investment and Management Revenue from property investment and management decreased by 36.2% year-on-year, mainly due to higher property sales revenue recorded in the comparative period, while segment loss expanded primarily due to a significant reduction in fair value gains on investment properties and a decrease in gross profit from leased building areas during the reporting year Property Investment and Management Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | | :--- | :--- | :--- | | Revenue | 110,600,000 yuan | 173,600,000 yuan | | Segment Loss | (133,000,000) yuan | (29,800,000) yuan | Financial Review During the reporting year, the Group's total loss expanded to 2.52 billion yuan, with loss attributable to owners at 2.34 billion yuan, primarily driven by multiple factors including a shift from gross profit to loss due to declining property sales prices despite overall revenue growth, a significant increase in impairment provisions for properties held for sale, increased provisions for guarantee liabilities related to disposed companies, and higher finance costs and taxes; in terms of financial position, total assets decreased while total liabilities increased, leading to a negative shift in shareholders' equity, a significant rise in the gearing ratio, and a decline in the current ratio, indicating substantial financial pressure Group Overall Performance | Indicator | For the year ended March 31, 2025 (RMB thousand) | For the year ended March 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Consolidated Income Statement | | | | Revenue | 1,618,544 | 1,440,982 | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | | Loss for the year | (2,519,612) | (750,242) | | Loss attributable to owners of the Company | (2,339,899) | (785,629) | | Basic and diluted loss per share | (85.99) cents | (32.93) cents | - The main reasons for the expanded loss include: reduced gross profit due to declining property sales prices, an increase in impairment provisions for properties held for sale by approximately 425 million yuan, increased other expenses due to expected guarantee liabilities and related litigation, and higher finance costs and taxes3943 Key Financial Position Indicators (as of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Assets | 10.21 billion yuan | 11.52 billion yuan | | Total Liabilities | 9.82 billion yuan | 9.02 billion yuan | | (Deficit)/Surplus attributable to owners of the Company | (1.26) billion yuan | 1.03 billion yuan | | Total Cash and Cash Equivalents and Restricted Cash | 661 million yuan | 904 million yuan | | Gearing Ratio | 4.45 | 0.70 | | Current Ratio | 0.88 | 1.26 | Significant Litigation As of the end of the reporting period, the Group was involved in multiple significant legal proceedings primarily related to outstanding debts and guarantee obligations of its former subsidiaries (subsidiaries of Hong Kong Huzi) and existing subsidiaries; the lawsuits involved counterparties including Minmetals International Trust, Western Trust, Beijing Deyuyuantong Technology, and China Huarong Asset Management, with substantial principal amounts; most cases have resulted in first-instance or final judgments, with relevant Group subsidiaries ordered to repay principal and interest, and some assets facing the risk of auction or disposal; the Group is actively negotiating settlement plans with all parties - Two lawsuits involving Minmetals International Trust, with a total principal of approximately 2.08 billion yuan, have resulted in court judgments ordering relevant Group subsidiaries to bear repayment and guarantee responsibilities, and settlement plans are currently being negotiated57 - A lawsuit involving Western Trust, with a principal of approximately 300 million yuan, has resulted in a court judgment ordering the Group's subsidiary Zhejiang Resources to repay principal and interest, and settlement plans are currently being negotiated58 - A lawsuit involving Beijing Deyuyuantong Technology (formerly Huaneng Trust), with an outstanding principal of 590 million yuan, has resulted in a court judgment ordering relevant Group subsidiaries to bear guarantee and joint liability58 - A lawsuit involving China Huarong, with a debt principal of approximately 130 million yuan, has resulted in a court judgment, but the relevant parties have entered into a supplementary settlement agreement which remains legally binding59 Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures During the reporting year, the Group undertook a series of asset restructuring activities, including the establishment of a joint venture with Suzhou Aozhe focusing on distressed assets and healthcare industry investments, and the acquisition of Hubei Zhongshu Pharmaceutical to enhance traditional Chinese medicine diagnostic and treatment service capabilities; concurrently, to streamline operations, the Group disposed of equity interests in several property development subsidiaries, including Ezhou Jinfeng, Guizhou Guanheng, and Chongqing Weijueli - Established a joint venture with Suzhou Aozhe, with a registered capital of approximately 150 million yuan, primarily engaged in investment or cooperation in real estate distressed assets and the healthcare industry within China61 - Acquired 100% equity interest in Hubei Zhongshu Pharmaceutical Co, Ltd for 500,000 yuan to expand traditional Chinese medicine diagnostic and treatment services63 - Disposed of equity interests in several property development subsidiaries, including 90% of Ezhou Jinfeng, 100% of Guizhou Guanheng, and 75% of Chongqing Weijueli, to streamline the business structure63 Employees and Remuneration Policy As of March 31, 2025, the Group had approximately 735 employees, with the number remaining stable; the Group implements a competitive remuneration policy and has a share option scheme to incentivize employees; in August 2023, the Group adopted a new share scheme ("2023 Share Scheme") and made corresponding adjustments following a capital reorganization during the reporting period; no share options or awards were granted, exercised, or vested during the reporting period - As of March 31, 2025, the Group had approximately 735 employees, largely consistent with 744 in the prior year62 - The Group adopted a new "2023 Share Scheme" on August 28, 2023, with a 10-year validity, aiming to reward and incentivize eligible participants who contribute to the Group62 - Due to the company's capital reorganization, the total number of new shares available for future grants under the 2023 Share Scheme was adjusted to 78,241,727 shares6575 - During the reporting year, no share options or awards were granted, exercised, or vested, and 5 eligible grantees' unvested 3,125,000 share options automatically lapsed due to their resignation7475 Post-Reporting Period Events The most significant post-reporting period event is the Group's entry into a partnership agreement on May 7, 2025, to inject all its property development projects under development into a newly established partnership; upon completion of this transaction, these projects and their related assets and liabilities will no longer be consolidated into the Group's financial statements, which is expected to generate revenue for the Group and significantly improve its financial position - On May 7, 2025, the company entered into a partnership agreement with Suzhou Aozhe and Chongqing Jingjia Hui to inject all equity interests of the disposal group engaged in property development business into the partnership76 - Upon completion of the transaction, the Group will no longer hold any property projects under development, and the results, assets, and liabilities of the disposal group will no longer be consolidated into the Group's financial statements76 Summary of Consolidated Financial Position of the Disposal Group as of March 31, 2025 (RMB thousand) | Indicator | Amount | | :--- | :--- | | Total Non-current Assets | 24,179 | | Total Current Assets | 5,780,834 | | Total Current Liabilities | 7,621,503 | | Net Current Liabilities | (1,840,669) | | Total Non-current Liabilities | 56,391 | | Net Liabilities | (1,872,881) | | Total Equity | (1,872,881) | - The Group expects to recognize a gain from this disposal, primarily attributable to the reduction in net liabilities, derecognition of non-controlling interests, and deemed contribution78 Business Development Outlook Looking ahead, the Group will focus on three core businesses: in pharmaceutical retail, it will deepen the "Big Health+" model and promote online-offline integration; in e-commerce, it will cultivate omni-channel marketing, strengthen data-driven operations, and actively expand cross-border business; in real estate, after divesting projects under development, the emphasis will be on financial security and resolving existing debts; concurrently, the Group will leverage its licensed asset management company to actively develop new financial services, including special opportunities asset investment - Pharmaceutical Retail Business: Will continue to deeply cultivate the "Yekaitai" brand, upgrade the "Big Health+" model, and utilize new media to expand online sales, building an integrated Big Health service platform8182 - E-commerce Business: Will seize development opportunities, deeply cultivate omni-channel marketing, focus on private domain traffic operations, and actively expand cross-border e-commerce business8384 - Real Estate Business: After divesting projects under development, the primary operational goals are to maintain operational liquidity and resolve existing debts, concentrating resources on more promising asset-light businesses85 - Asset Management Business: Will leverage its subsidiary holding a Hong Kong SFC Type 9 license to actively develop special opportunities asset investment management businesses, including real estate distressed assets and technology investments8687 Corporate Governance Report The company is committed to maintaining a high level of corporate governance and has fully complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules during the reporting period; the report details the board's structure and responsibilities, the clear distinction between the roles of Chairman and Chief Executive Officer, the composition and work of various committees (Audit, Remuneration, Nomination Committees), and policies and practices for risk management, internal control, and communication with shareholders; the company emphasizes board diversity and ensures all directors receive continuous professional development training - During the reporting period, the company fully complied with all code provisions of the Corporate Governance Code89 - The Board of Directors comprises four executive directors and three independent non-executive directors, with an Audit Committee, Remuneration Committee, and Nomination Committee established thereunder9195 - The roles of Chairman and Chief Executive Officer are held by different individuals to ensure a balance of power, with Mr Wong Kai Ho as Chairman and Mr Shi Lei and Mr Xia Ding as Co-Presidents98 - The Audit Committee, composed of three independent non-executive directors, is responsible for overseeing financial reporting, risk management, and internal control systems113 - The Board of Directors bears ultimate responsibility for the Group's risk management and internal control systems, with their effectiveness continuously reviewed by the internal audit department115 - The company values communication with shareholders, ensuring information transparency through annual general meetings, the company website, and other channels121122 Environmental, Social and Governance Report This report details the group's ESG governance framework, sustainable development strategies, environmental performance metrics, and social responsibility initiatives ESG Governance and Strategy The Group has established a two-tier ESG governance structure, with ultimate oversight by the Board of Directors and execution by the ESG Working Group; the Group's sustainable development philosophy focuses on stable operations, business innovation, environmental protection, and people-centricity, aligning with 11 selected United Nations Sustainable Development Goals (SDGs); through materiality assessment, the Group identified 22 highly material ESG issues, which are highlighted in this report; the Group achieved a BBB rating in the Wind ESG assessment and plans to join international ESG organizations, explore performance-linked remuneration, and introduce third-party assurance in the future to continuously enhance its ESG performance - A two-tier ESG governance structure has been established, with the Board of Directors ultimately responsible and the ESG Working Group executing, ensuring the effective implementation of ESG strategies144147148 - The sustainable development strategy revolves around five core areas: environment, employees, customers, supply chain, and community, corresponding to 11 United Nations Sustainable Development Goals (SDGs)151153 - Through materiality assessment, 8 highly material environmental issues and 14 highly material social issues were identified as key areas for reporting and management180188 - The Group achieved a BBB rating in the Wind ESG assessment, indicating a medium industry ranking162 Environmental Performance The Group is committed to green operations, setting targets to reduce electricity, water, waste, and greenhouse gas emissions by 2030; during the reporting period, the Group implemented various measures in waste gas management, wastewater treatment, and waste classification and recycling; despite an increase in total energy consumption due to business expansion, total non-hazardous waste emissions decreased by 21.21%, and water consumption intensity decreased by 7.82%; the Group also strengthened climate change management, identifying physical and transition risks based on the TCFD framework and formulating response strategies - Environmental targets set with 2021 as the baseline include a 5% reduction in electricity and water consumption, an 8% reduction in non-hazardous waste, and a 10% reduction in greenhouse gas emissions by 2030208 Key Environmental Performance Indicators for FY2024 | Indicator | Unit | FY2024 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2 equivalent | 559.65 | +15.75% | | Total Non-hazardous Waste Emissions | tonnes | 20.10 | -21.21% | | Total Energy Consumption | thousand kWh | 1,314.35 | +30.74% | | Total Water Consumption | cubic meters | 5,545.50 | -7.82% | - The Group established a climate change management system, referencing the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), to identify physical and transition risks and formulate short, medium, and long-term response objectives205255262 Social Responsibility The Group adheres to a people-centric philosophy, strictly complying with labor laws and protecting employee rights; as of the end of the reporting period, the total number of employees was 735, with female employees accounting for approximately 64.5%; the Group provides systematic training, with a total training rate of approximately 52.5% and an average training duration of approximately 18.5 hours per person; in supply chain management, the Group has established a strict supplier screening and evaluation system and promotes green procurement; regarding product responsibility, the Group values customer satisfaction and has a complaint handling process; additionally, the Group maintains a zero-tolerance stance on corruption and actively participates in social welfare activities Employee Profile (as of March 31, 2025) | Indicator | Quantity/Ratio | | :--- | :--- | | Total Employees | 735 persons | | Percentage of Female Employees | 64.5% | | Employee Turnover Rate | 22% | - During the reporting period, the Group's total training rate was 52.52%, with total training hours of 13,573.5 hours, and an average training duration of approximately 18.47 hours per employee317 - The Group has achieved zero work-related injuries and fatalities for five consecutive years, with no lost workdays due to work injuries during the reporting period307 - In supply chain management, there are 880 suppliers, all from Mainland China, with 248 suppliers eliminated during the year; the Group promotes green procurement, prioritizing suppliers with environmental concepts and relevant certifications329331 - The Group maintains a zero-tolerance policy towards corruption, has a whistleblowing mechanism, and provides anti-corruption training to employees; no concluded corruption litigation cases were reported during the period336339343 Biographies of Directors and Senior Management This section provides detailed information on the personal backgrounds, professional qualifications, industry experience, and positions within the company for its executive directors, independent non-executive directors, and senior management, including Chairman Mr Wong Kai Ho, Executive Directors Mr Wong Chu Kwong, Mr Hou Ruilin, Mr Xia Ding, and Co-President Mr Shi Lei Directors' Report This report outlines the Group's principal activities, financial performance, dividend policy, and business review; during the reporting period, the company did not recommend any dividend payment; the report details changes in share capital, including the completion of a capital reorganization; additionally, it lists the shareholdings of directors and substantial shareholders, confirms compliance with connected transactions, and reiterates the company's maintenance of sufficient public float - The Board of Directors does not recommend the payment of any dividend for the reporting period384 - During the reporting period, the company underwent a capital reorganization, including share consolidation, capital reduction, and subdivision of new shares419 - During the reporting period, the Group did not enter into any significant connected transactions subject to reporting, announcement, or independent shareholders' approval requirements under Chapter 14A of the Listing Rules420 - Based on publicly available information, at least 25% of the company's total issued share capital is held by the public, complying with Listing Rules requirements422 Financial Statements This section presents the independent auditor's report and the group's consolidated financial statements, including the income statement, balance sheet, and cash flow statement Independent Auditor's Report The auditor, Zhongzheng Tianheng Certified Public Accountants Co, Ltd, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present fairly and truly the Group's financial position; however, the report specifically highlighted "material uncertainty related to going concern" due to the Group's substantial losses, current liabilities exceeding current assets, and defaulted bank borrowings; additionally, the report included an "Emphasis of Matter" drawing users' attention to significant post-reporting period disposals of certain subsidiaries - The auditor issued an unmodified opinion on the consolidated financial statements426 - The report highlighted "material uncertainty related to going concern," noting the Group's annual loss of 2.52 billion yuan, current liabilities exceeding current assets by 1.13 billion yuan, and 510 million yuan in defaulted borrowings, which may cast significant doubt on the Group's ability to continue as a going concern428 - The report included an "Emphasis of Matter" drawing users' attention to the estimated financial impact of the post-reporting period disposal of certain subsidiaries as disclosed in the financial statements notes429 - Key audit matters included the assessment of net realizable value for properties under development and completed properties held for sale, and the fair value assessment of investment properties430431433 Consolidated Financial Statements For the year ended March 31, 2025, the Group recorded revenue of 1.62 billion yuan, a year-on-year increase of 12.4%; however, due to increased cost of sales and various impairment provisions, gross profit turned into a loss, and the annual loss expanded to 2.52 billion yuan; in terms of assets and liabilities, total assets decreased to 10.21 billion yuan, while total liabilities increased to 9.82 billion yuan, leading to a significant reduction in total equity from 2.51 billion yuan to 400 million yuan, and equity attributable to owners of the Company turning into a negative 1.26 billion yuan; cash flow from operating activities was a net outflow of 31.02 million yuan Summary of Consolidated Financial Results (RMB thousand) | Indicator | For the year ended March 31, 2025 | For the year ended March 31, 2024 | | :--- | :--- | :--- | | Consolidated Income Statement | | | | Revenue | 1,618,544 | 1,440,982 | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | | Loss for the year | (2,519,612) | (750,242) | | Loss attributable to owners of the Company | (2,339,899) | (785,629) | | Consolidated Statement of Financial Position (Period-end) | | | | Total Non-current Assets | 1,933,304 | 1,830,931 | | Total Current Assets | 8,279,542 | 9,692,018 | | Total Current Liabilities | 9,409,989 | 7,676,516 | | Total Non-current Liabilities | 405,755 | 1,338,691 | | Net Assets | 397,102 | 2,507,742 | | Equity attributable to owners of the Company | (1,256,206) | 1,034,504 | | Consolidated Statement of Cash Flows | | | | Net cash flow used in operating activities | (31,017) | (126,822) | | Net cash flow used in investing activities | (176,831) | (124,678) | | Net cash flow (used in)/from financing activities | (79,824) | 442,454 | | Cash and cash equivalents at year-end | 601,400 | 890,197 |