大昌微线集团(00567) - 2025 - 年度财报

Company Information and Financial Calendar Company Information and Financial Calendar This section provides essential company details, including board members, key financial dates, and confirms no dividend distribution for the current fiscal year - The Board announced no recommendation for interim or final dividends for the year ended March 31, 2025[4] - The company changed its auditor in January 2025, with Pacon CPA Limited replacing RSM Hong Kong[98] Chairman's Statement Business Review and Outlook The Group's business segments face pressure from global economic weakness and trade uncertainties, leading to sales declines in PCB and printing, while new healthcare investments aim for diversification - Global economic recovery remains weak, with new US tariffs contributing to downward pressure and high unpredictability, impacting the Group's business[5] - Both PCB and printing businesses experienced sales declines due to a pessimistic economic outlook and trade tensions, prompting the Group to implement cost control and optimized management[6][7] - The Group's oil trading business is currently suspended but actively exploring new trading opportunities[8] - To diversify its business, the Group invested in a Chinese healthcare company in March 2025, aiming for growth and enhanced financial position[9] Biographies of Directors and Senior Management Directors and Senior Management Profiles This section details the personal and professional backgrounds of the company's directors and senior management, noting changes in board composition during the reporting period - During the reporting period, several board changes occurred, including Mr. Wong Siu Hung's re-designation from Executive to Non-Executive Director and resignation as COO, and Ms. Lam Wing's appointment as Independent Non-Executive Director with new roles in other listed companies[25] Management Discussion and Analysis Business and Financial Review The Group's total revenue decreased by 38.0% to HKD 53.1 million, driven by significant declines in printing and PCB businesses, leading to an expanded net loss of HKD 21.1 million Annual Financial Performance Summary | Metric | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue (HKD million) | Approx. 53.1 | Approx. 85.6 | -38.0% | | - Printing Business Revenue (HKD million) | Approx. 33.8 | Approx. 59.0 | -42.7% | | - PCB Business Revenue (HKD million) | Approx. 19.3 | Approx. 26.5 | -27.2% | | Gross Margin | 19.3% | 20.7% | -1.4pp | | Total Net Loss (HKD million) | Approx. 21.1 | Approx. 11.9 | +77.3% | - The increase in net loss was primarily due to a HKD 7.5 million decrease in gross profit, HKD 4 million impairment loss on property, plant and equipment, and a HKD 3.1 million loss from disposal of a subsidiary[29] Liquidity and Capital Resources At year-end, the Group's gearing ratio significantly increased to 2.8% from 0.3%, while the current ratio decreased to 1.80x from 2.50x, primarily due to a major investment deposit Liquidity and Capital Position | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 2.8% | 0.3% | | Current Ratio | 1.80x | 2.50x | | Cash and Bank Balances (HKD million) | Approx. 19.9 | Approx. 37.6 | - The decrease in the current ratio was primarily due to a deposit payment of RMB 23.5 million (approximately HKD 25.47 million) to a target company[30] Significant Investments In March 2025, the Group agreed to subscribe for approximately 15.12% equity in Beijing Weihang Yining Health Management Group Co., Ltd. for RMB 28.5 million, diversifying into AI-assisted healthcare - The Group conditionally agreed to subscribe for approximately 15.12% equity in Beijing Weihang Yining Health Management Group Co., Ltd. for RMB 28.5 million (approximately HKD 30.5 million), to be accounted for as an associate[42] Prospects The PCB and printing segments face trade-related risks but show stabilization, while the Group explores resuming oil trading, completed a crypto trading platform investment, and diversifies into healthcare - The PCB and printing segments experienced initial sales declines due to macroeconomic and trade conditions but show recent recovery, with stabilization anticipated[44][45] - The Group is actively exploring opportunities to resume its oil and energy products trading business, having signed a non-binding MOU with potential partners[50] - The Group's joint investment fund, Noricap Fund, completed an investment in a licensed cryptocurrency automated trading platform service company, indirectly acquiring approximately 0.86% equity[51] Report of the Directors Summary of Financial Information This section provides a five-year summary of the Group's performance and financial position, showing fluctuating revenue, consistent annual losses, and a total equity of HKD 72.52 million this year Five-Year Financial Performance Summary (HKD thousand) | Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue (Continuing Operations) | 53,097 | 85,584 | 83,758 | 106,471 | 67,886 | | Loss for the Year | (21,126) | (11,873) | (26,017) | (29,128) | (66,976) | Five-Year Assets and Liabilities Summary (HKD thousand) | As at March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Equity | 72,519 | 93,813 | 105,914 | 132,661 | 95,122 | Major Suppliers and Customers The Group exhibited high concentration in both procurement and sales this year, with the largest supplier accounting for 26% of total purchases and the top five customers representing 70% of total sales Supplier and Customer Concentration | Category | Percentage | | :--- | :--- | | Largest Supplier | 26% | | Top Five Suppliers | 55% | | Largest Customer | 29% | | Top Five Customers | 70% | Shareholders' Equity This section details shareholdings of directors and major shareholders as of March 31, 2025, with Chairman Mr. Li Man Kwong holding 10,000 shares and Mr. Ng Man Chan and Ms. Li Mei Lai collectively being the largest shareholders with 26.10% - Chairman Mr. Li Man Kwong beneficially owns 10,000 ordinary shares, representing approximately 0.0006% of the issued share capital[88] Major Shareholders' Shareholdings (as at March 31, 2025) | Shareholder Name | Number of Shares Held (Long Position) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | | Spring Global Enterprises Limited | 280,000,000 | 17.36% | | Ng Man Chan | 420,988,000 | 26.10% | | Li Mei Lai | 420,988,000 | 26.10% | | Ample Consulting (Hong Kong) Limited | 103,826,000 | 6.44% | Environmental, Social and Governance Report Environment The Group is committed to sustainability, setting 2030 environmental targets for energy, water, waste, and GHG emissions, achieving significant reductions in air pollutant and Scope 1 GHG emissions this year 2030 Environmental Target Progress (Compared to 2022 Baseline) | Category | 2030 Target | 2025 Result | | :--- | :--- | :--- | | Electricity Consumption Intensity (MWh/sqm) | -5% | 0.20 (In progress) | | Water Consumption Intensity (cubic meters/sqm) | -5% | 2.05 (Achieved) | | Non-Hazardous Waste Generation Intensity (tonnes/sqm) | -5% | 0.014 (In progress) | | GHG Emission Intensity (tonnes CO2e/sqm) | -5% | 0.13 (In progress) | Air Pollutant and GHG Emission Performance | Emission Type | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) | kg | 6.42 | 27.93 | | Sulfur Oxides (SOx) | kg | 0.16 | 0.74 | | Particulate Matter (PM) | kg | 0.47 | 2.06 | | Total GHG Emissions | tonnes CO2e | 1,663.97 | 2,293.88* | - Significant reductions in air pollutant and Scope 1 GHG emissions are primarily attributed to reduced vehicle mileage, as Hong Kong office vehicles are now restricted to local use[120][124] Society The Group prioritizes talent management, diversity, and competitive compensation, reducing employee turnover to 19% and achieving 82% training participation, while maintaining strong health, safety, supply chain, and anti-corruption standards Employee Turnover Rate | Category | 2025 | 2024 | | :--- | :--- | :--- | | Total Turnover Rate | 19% | 31% | | By Region - China | 20% | 33% | | By Region - Hong Kong | 18% | 9% | Health and Safety Indicators | Metric | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Work-Related Fatalities (number of cases) | 0 | 0 | 0 | | Lost Days Due to Work Injury (days) | 48 | 40 | 9 | Employee Training Statistics | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Percentage of Employees Trained | 82% | 66% | | Average Training Hours | 3.88 | 0.78 | - During the reporting period, the Group received no complaints regarding customer privacy breaches, data leakage, or loss, nor any product recalls due to safety and health reasons[171][172] Corporate Governance Report Board and Committees The company maintains high corporate governance standards with a six-member board and three committees, though it deviates from the code by having the Chairman also serve as CEO - The company deviates from Corporate Governance Code provision C.2.1, as Chairman Mr. Li Man Kwong also serves as CEO, without an independent CEO appointment[186][194] - The Board has an Audit Committee, Remuneration Committee, and Nomination Committee, each predominantly composed of Independent Non-Executive Directors with clear written terms of reference[207] - In September 2024, Ms. Lam Wing's appointment as an Independent Non-Executive Director diversified the Board's gender composition, meeting Listing Rules requirements[223] Risk Management and Internal Control The Board is ultimately responsible for the Group's risk management and internal control systems, which are reviewed annually by an external independent consultant and deemed effective and adequate for the year - The Group does not have an internal audit department; its risk management and internal control systems are reviewed annually by an external independent internal control consultant[236] - Supported by the Audit Committee and referencing the consultant's report, the Board considers the year's risk management and internal control systems effective and adequate, covering financial, operational, compliance, and ESG aspects[239] Independent Auditor's Report Audit Opinion Pacon CPA Limited issued an unmodified audit opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming their fair presentation and compliance with HKFRS and Hong Kong Companies Ordinance - The auditor issued an unmodified audit opinion on the consolidated financial statements for the current year[260] Key Audit Matters The auditor identified two key audit matters: impairment assessment of property, plant, equipment, and intangible assets in the printing segment, and the Expected Credit Loss (ECL) assessment for trade receivables and joint venture loans - One key audit matter is the impairment assessment of property, plant and equipment, and intangible assets, particularly for the printing cash-generating unit, with an impairment loss of approximately HKD 3.965 million recognized this year[265][266] - Another key audit matter is the Expected Credit Loss assessment for trade receivables and joint venture loans, involving significant judgment and high uncertainty[268][269] Audited Consolidated Financial Statements Consolidated Statement of Profit or Loss For the year ended March 31, 2025, revenue decreased by 38.0% to HKD 53.1 million, and the loss for the year expanded to HKD 21.13 million, resulting in a basic loss per share of 1.31 HK cents Consolidated Statement of Profit or Loss Key Data (HKD thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 53,097 | 85,584 | | Gross Profit | 10,224 | 17,721 | | Loss Before Tax | (21,285) | (11,873) | | Loss for the Year | (21,126) | (11,873) | | Basic Loss Per Share (HK cents) | (1.31) | (0.74) | Consolidated Statement of Financial Position As of March 31, 2025, total assets were HKD 104.9 million and total liabilities were HKD 32.4 million, with total equity decreasing to HKD 72.52 million due to the annual loss and changes in asset composition Consolidated Statement of Financial Position Key Data (HKD thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 48,409 | 46,896 | | Current Assets | 56,505 | 78,213 | | Total Assets | 104,914 | 125,109 | | Current Liabilities | 31,395 | 31,282 | | Non-current Liabilities | 1,000 | 14 | | Total Liabilities | 32,395 | 31,296 | | Total Equity | 72,519 | 93,813 | Consolidated Statement of Cash Flows Operating activities generated a net cash inflow of HKD 0.226 million, a significant improvement, but investing activities resulted in a HKD 26.33 million net outflow, leading to a HKD 17.6 million net decrease in cash and equivalents Consolidated Statement of Cash Flows Key Data (HKD thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash From Operating Activities | 226 | (7,996) | | Net Cash Used in Investing Activities | (26,330) | (3,205) | | Net Cash From Financing Activities | 8,505 | (780) | | Net Decrease in Cash and Cash Equivalents | (17,599) | (11,981) | | Cash and Cash Equivalents at End of Period | 19,947 | 37,605 | Notes to the Consolidated Financial Statements The notes provide detailed explanations and supplementary information on financial statement items, covering key accounting policies, segment information, significant investments, litigation, related party transactions, and financial risk management Note 6. Segment Information The Group operates four segments: PCB, oil and energy trading, printing and packaging, and investment funds; printing and packaging generated the most revenue (HKD 33.79 million) but also the largest segment loss (HKD 11 million) 2025 Fiscal Year Performance by Business Segment (HKD thousand) | Business Segment | Segment Revenue | Segment Results | | :--- | :--- | :--- | | Manufacture and Trading of PCB | 19,308 | (1,215) | | Oil and Energy Products Trading | – | (1) | | Manufacture and Trading of Printing and Packaging Products | 33,789 | (10,997) | | Investment Funds | – | 10 | Note 14. Interests in Joint Ventures and Loans to Joint Ventures The Group holds a 40% interest in Noricap Fund, a joint venture that invested in a crypto automated trading platform, with a loan principal of HKD 19.84 million and cumulative impairment loss of HKD 1.127 million recognized - Joint venture Noricap Fund invested in a company providing cryptocurrency automated trading platform services, indirectly acquiring approximately 0.86% equity in the investee[402] - As of March 31, 2025, a cumulative impairment loss of HKD 1.127 million was recognized on the loan to the joint venture[399][400] Note 34. Litigation The Group is involved in two significant litigations: defending against an injunction from Société Générale and pursuing a HKD 14.57 million deposit from the liquidated Inter-Pacific Group, which was fully impaired in prior years - The Group is defending against a lawsuit filed by Société Générale, believing it has reasonable grounds for defense[469][473] - The Group is seeking to recover a HKD 14.57 million deposit from the liquidated Inter-Pacific Group, though this amount was fully impaired in the 2020 fiscal year[474][477] Note 37. Events After the Reporting Period Subsequent to the reporting period, in May 2025, the Group completed a significant investment, subscribing for approximately 15.12% equity in Beijing Weihang Yining Health Management Group Co., Ltd. for RMB 28.5 million - In May 2025, the Group completed its investment in Beijing Weihang Yining Health Management Group Co., Ltd., holding approximately 15.12% of its enlarged registered capital[484]