中国国家文化产业(00745) - 2025 - 年度财报

Company Information This section outlines the company's fundamental registration details, board composition, key officers, and listing information - Provides a list of executive directors, independent non-executive directors, and members of the audit, remuneration, and nomination committees[4] - The Company Secretary changed from Mr. Leung Cho Yi to Mr. Lam Chi Sum on July 2, 2024[4] - The company is listed on the Main Board of The Stock Exchange of Hong Kong Limited under stock code 745[5] Chairman's Statement Annual Review During the reporting period, the Group continued to focus on advertising and e-commerce, benefiting from Hong Kong's economic recovery, but recorded a net loss due to reduced gross profit and losses from subsidiary disposals - The Group continued to focus on advertising and e-commerce businesses, benefiting from Hong Kong's economic recovery and increased retail sales reflecting rising consumer demand[8] - The Group recorded a net loss for the year, primarily due to decreased gross profit and losses incurred from the disposal of a subsidiary[8] Outlook The Group remains confident in future growth, seeing opportunities in Hong Kong's strong economic recovery and digital economy expansion, planning to develop existing businesses and explore new sectors like media and culture through acquisitions or collaborations - The Group remains confident in accelerating growth, driven by Hong Kong's strong economic recovery and the expanding digital economy[9] - Future plans include: - Continuing to develop advertising and e-commerce related businesses - Expanding related businesses through acquisitions, product portfolio expansion, and/or collaborations - Extending business into other sectors, such as media and culture-related businesses[12] Management Discussion and Analysis Business and Financial Review For the year ended March 31, 2025, total revenue grew 57% to HKD 43.71 million, driven by advertising and e-commerce; despite a gross margin decline to 9.0%, the annual loss significantly narrowed to HKD 4.78 million due to expense control Financial Performance Summary | Metric | FY2025 (HKD thousands) | FY2024 (HKD thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 43,708 | 27,883 | +57% | | Gross Profit | 3,947 | 5,439 | -27.4% | | Gross Margin | 9.0% | 19.5% | -10.5pp | | Loss Attributable to Owners of the Company | (4,782) | (43,668) | Loss narrowed by 89% | - The increase in revenue was primarily driven by higher turnover from the advertising and e-commerce segments[13] - The decline in gross margin was mainly due to an increased proportion of revenue generated from the lower-margin e-commerce segment[13] Segment Business Analysis The Group's core businesses are advertising and e-commerce; advertising revenue surged 136% after a strategic shift to the Hong Kong market, while e-commerce, primarily focused on used iPhones and parts, saw significant growth driven by market demand and plans to diversify into non-electronic goods Advertising Business Facing challenges in the Chinese market, the Group strategically shifted its advertising focus to Hong Kong from FY2024, achieving significant success with advertising revenue surging 136% year-on-year to approximately HKD 13.7 million in FY2025, benefiting from Hong Kong's robust economic growth - Facing multiple challenges in the Chinese market, the Group strategically shifted its focus to the Hong Kong market starting from FY2024[14] Advertising Revenue | Fiscal Year | Advertising Revenue (HKD) | Y-o-Y Growth | | :--- | :--- | :--- | | 2025 | 約13,700,000 | +136% | | 2024 | 約5,800,000 | - | E-commerce Business The Group's e-commerce wholesale business, primarily in used iPhones and parts, experienced significant revenue growth driven by increased market demand; the Group is diversifying its product portfolio to include non-electronic goods such as apparel, frozen seafood, and food - The e-commerce business primarily involves wholesale of used iPhones and components, with significant revenue growth mainly due to increased market demand[15] - The Group is diversifying its product portfolio to include non-electronic goods, such as apparel, frozen seafood, and food (e.g., health foods and tea)[16] Significant Investments As of March 31, 2025, the Group held financial assets at fair value through profit or loss valued at approximately HKD 17.12 million and equity instruments at fair value through other comprehensive income valued at approximately HKD 1.08 million, primarily including Hong Kong-listed Capital Strategic Investment Limited and Asia Resources Holdings Limited Financial Assets at Fair Value Through Profit or Loss (As of March 31, 2025) | Financial Assets at FVTPL (As of March 31, 2025) | Fair Value (HKD thousands) | % of Total Group Assets | | :--- | :--- | :--- | | Capital Strategic Investment Limited | 1,838 | 3.5% | | Asia Resources Holdings Limited | 948 | 1.8% | | Other Listed Securities | 14,338 | 27.6% | | Total | 17,124 | 32.9% | Equity Instruments at Fair Value Through Other Comprehensive Income (As of March 31, 2025) | Equity Instruments at FVOCI (As of March 31, 2025) | Fair Value (HKD thousands) | % of Total Group Assets | | :--- | :--- | :--- | | Regal Time Group Limited | 514 | 1.0% | | Other Listed Securities | 567 | 1.1% | | Total | 1,081 | 2.1% | Capital Structure and Use of Proceeds During the reporting period, the company completed a capital reorganization (involving capital reduction and share split) and a rights issue, raising net proceeds of approximately HKD 15.1 million at HKD 0.1 per share, primarily allocated for e-commerce business development (HKD 11.3 million) and general working capital (HKD 3.8 million) - During the year, the company completed a capital reorganization (capital reduction and share split) and a rights issue[27] Use of Rights Issue Proceeds | Use of Rights Issue Proceeds | Planned Amount (HKD) | Amount Utilized (As of 2025/3/31) | | :--- | :--- | :--- | | Development of e-commerce business | 約11,300,000 | - | | General working capital | 約3,800,000 | 約800,000 | | Net Proceeds | 約15,100,000 | 約800,000 | Liquidity, Financing and Others As of March 31, 2025, the Group's total cash and bank balances significantly increased to approximately HKD 15.04 million, with a notable improvement in net current assets; the Group had no bank borrowings, resulting in a zero gearing ratio, and the number of employees decreased from 22 to 17 during the year Liquidity Position | Liquidity Position | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Cash and bank balances | 15,042 | 727 | | Total current assets | 50,795 | 29,772 | | Total current liabilities | 7,301 | 15,289 | | Bank borrowings | 0 | 0 | - As of March 31, 2025, the Group had 17 employees, a decrease from 22 in the previous year[38] Directors' Report Business and Financial Review The Company's principal business is investment holding, with subsidiaries engaged in advertising and e-commerce; as the Group recorded a loss for the year, the Board does not recommend paying any dividends - The Company's principal business is investment holding, with details of its subsidiaries' main businesses provided in Note 21 to the financial statements[40] - The Board does not recommend paying any dividends for the year ended March 31, 2025[42] Share Option Scheme The company's share option scheme adopted on August 29, 2014, expired on August 28, 2024; during the reporting year, no new share options were granted, exercised, or cancelled, but 9,665,200 options lapsed, leaving 5,888,400 unexercised as of the reporting date - The company's share option scheme adopted on August 29, 2014, expired on August 28, 2024[46][61] - During the review year, no share options were granted, exercised, or cancelled, but 9,665,200 share options lapsed; as of the reporting date, 5,888,400 share options remained unexercised[46][49] Major Customers and Suppliers This year, sales to the top five customers accounted for 44.93% of total sales, with the largest customer at 9.15%, a significant decrease from last year's 89.96% and 53.07% respectively; for suppliers, the top five accounted for 100% of total purchases, with the largest supplier's share decreasing from 73.91% to 43.01% Customer and Supplier Concentration | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Sales to Top 5 Customers % | 44.93% | 89.96% | | Sales to Largest Customer % | 9.15% | 53.07% | | Purchases from Top 5 Suppliers % | 100.00% | 100.00% | | Purchases from Largest Supplier % | 43.01% | 73.91% | Key Risks and Uncertainties The Group's key risks include operational risk from non-recurring contracts and customer churn, equity price risk from financial asset market fluctuations, and liquidity risk related to meeting payment obligations - Operational Risk: Revenue primarily derives from non-recurring contracts, and failure to secure new contracts continuously will adversely affect operations and financial performance[69] - Equity Price Risk: Arises from fluctuations in market prices of the Group's financial asset investments[70] - Liquidity Risk: Refers to the possibility of the Group failing to meet its payment obligations when due, managed by monitoring cash flows and maintaining sufficient cash[71] Directors' and Shareholders' Interests The report discloses four directors each holding interests in 490,700 unlisted share options; as of the reporting date, no substantial shareholders held 5% or more interests requiring disclosure under the SFO, and the company maintained a sufficient public float of not less than 25% of its issued shares Directors' Interests in Unlisted Share Options | Director Name | Number of Unlisted Share Options | % of Issued Share Capital | | :--- | :--- | :--- | | Ms. Sun Wei | 490,700 | 0.21% | | Ms. Man Hau Chun | 490,700 | 0.21% | | Ms. Wong Miu Kwan | 490,700 | 0.21% | | Ms. Wong Yuk Kit | 490,700 | 0.21% | - As of March 31, 2025, no person held 5% or more of the share capital requiring disclosure under the Securities and Futures Ordinance[96] - As of the date of this annual report, the Company maintained a sufficient public float of not less than 25% of its issued shares[97] Corporate Governance Report Board and Committees The Board comprises six directors, including three executive and three independent non-executive directors, meeting Listing Rules requirements; during the reporting period, the Board held 6 meetings, and the audit, remuneration, and nomination committees also met, fulfilling their respective duties with 100% attendance from all members - The Board currently comprises six directors, including three executive directors and three independent non-executive directors, complying with Listing Rules requirements[104] - The company has established a Remuneration Committee, Audit Committee, and Nomination Committee to enhance Board functions[108] Board and Committee Meeting Attendance | Committee/Board | Meetings Held (During the Year) | Member Attendance Rate | | :--- | :--- | :--- | | Board of Directors | 6 | 100% | | Remuneration Committee | 1 | 100% | | Audit Committee | 2 | 100% | | Nomination Committee | 1 | 100% | Director Nomination and Diversity Policy The company has adopted director nomination and board diversity policies to ensure a diverse range of backgrounds, skills, and experiences, considering factors like gender, age, and professional background during selection; the current board exhibits diversity in age, gender, educational background, and professional experience - The company has adopted a nomination policy and a board diversity policy, considering factors such as gender, age, cultural and educational background, professional qualifications, and skills when selecting director candidates[117][121] - The current Board composition demonstrates diversity in age (30 to 69 years), gender (4 female, 1 male), educational background (e.g., finance, accounting), and professional experience (e.g., accounting, management, media)[122][123] Risk Management and Shareholder Communication The Board is fully responsible for establishing, maintaining, and reviewing the company's risk management and internal control systems, engaging an independent consultant for annual reviews; additionally, the company has formulated shareholder communication and dividend policies to ensure effective communication and sound dividend distribution decisions - The Board is fully responsible for the risk management and internal control systems, having appointed an independent internal control review consultant for annual reviews[130] - The company has established a shareholder communication policy, utilizing various channels such as annual reports, circulars, and general meetings to communicate with shareholders[133] - The company adopted a dividend policy in March 2019, where dividend decisions consider factors such as the Group's financial performance, capital requirements, and liquidity position[136][138] Biographies of Directors Biographies of Directors This section provides detailed biographies of the executive and independent non-executive directors, including their personal backgrounds, academic qualifications, professional credentials, and extensive experience across various industries - Ms. Sun Wei (Executive Director): Holds a Master of Science degree in Finance from Clark University, USA, with over five years of experience in accounting and administration[139] - Mr. Liu Kwong Sang (Independent Non-Executive Director): A practicing accountant in Hong Kong with over 27 years of experience in the accounting profession and a fellow member of several professional accounting bodies[140] - Ms. Wong Miu Kwan (Independent Non-Executive Director): Possesses over 10 years of experience in the information technology and media industries, with extensive operational and management expertise[143] Environmental, Social and Governance Report Environmental Aspect The Group's environmental impact is limited, primarily from office electricity consumption; total greenhouse gas emissions were 2.4 tonnes CO2e from purchased electricity, with a target to reduce Scope 2 emissions and energy intensity by 5% from 2024 levels by 2028, and climate change-related physical and transition risks have been assessed Environmental Performance Indicators (2024/25) | Environmental Performance Indicator (2024/25) | Data | Unit | | :--- | :--- | :--- | | Total GHG Emissions (Scope 2) | 2.4 | tonnes CO2e | | GHG Emissions Intensity (per employee) | 0.14 | tonnes CO2e/employee | | Total Energy Consumption | 4.0 | MWh | | Energy Consumption Intensity (per employee) | 0.235 | MWh/employee | - The Group has set a target to reduce both Scope 2 emissions intensity and energy intensity by 5% from the 2024 baseline year by 2028[157][162] - The Group has identified and assessed climate change risks, including physical risks from extreme weather and transition risks such as increased compliance costs and technological shifts[166][167] Social Aspect The Group strictly adheres to labor laws, committed to providing equal opportunities and a healthy, safe work environment; during the reporting period, total employees were 17 with a 6% turnover rate, all receiving an average of 2.5 hours of training, with no work-related fatalities, and established supply chain management, product responsibility, and anti-corruption policies - The Group complies with labor laws in China and Hong Kong, adheres to "open, fair, and just" recruitment principles, and has adopted an equal employment opportunity policy[168][169][170] Employment and Safety Indicators (2024/25) | Employment and Safety Indicator (2024/25) | Data | | :--- | :--- | | Total Employees | 17 persons | | Total Employee Turnover Rate | 6% | | Percentage of Employees Trained | 100% | | Average Training Hours per Employee | 2.5 hours | | Work-related Fatalities | 0 persons | - The Group has established supply chain management, product responsibility (including data privacy protection), and anti-corruption policies, with no significant violations or corruption cases reported during the period[179][182][186][187] Independent Auditor's Report Independent Auditor's Report The auditor, BDO Limited, issued an unmodified opinion on the Group's consolidated financial statements, deeming them to fairly present the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year; "Expected credit losses on trade receivables" was identified as a key audit matter due to its significance and subjective management judgment - The auditor concluded that the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards, issuing an unmodified opinion[194] - A key audit matter identified was "Expected credit losses on trade receivables" due to its material significance to the consolidated financial position and the subjective judgment and management estimates involved in its assessment[199][201] - The consolidated financial statements for the prior year (ended March 31, 2024) were audited by another auditor, who issued an unmodified opinion[202] Consolidated Financial Statements Consolidated Statement of Profit or Loss For the year ended March 31, 2025, the Group's revenue was HKD 43.71 million, a 57% year-on-year increase, while gross profit was HKD 3.95 million, down 27%; the annual loss significantly narrowed from HKD 43.67 million to HKD 4.78 million due to reversal of impairment losses on trade receivables and controlled expenses, with basic loss per share at 4.84 HK cents Consolidated Statement of Profit or Loss (For the Year Ended March 31) | Consolidated Statement of Profit or Loss (For the Year Ended March 31) | 2025 (HKD thousands) | 2024 (HKD thousands, Restated) | | :--- | :--- | :--- | | Revenue | 43,708 | 27,883 | | Gross Profit | 3,947 | 5,439 | | Net Reversal/(Provision) for Impairment Losses on Trade Receivables | 6,668 | (34,451) | | Loss Before Tax | (4,782) | (44,434) | | Loss for the Year Attributable to Owners of the Company | (4,782) | (43,668) | | Loss Per Share (Basic and Diluted) | (4.84) HK cents | (45.44) HK cents | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD 51.88 million, a 62% increase year-on-year, while total liabilities significantly decreased to HKD 7.30 million; total equity increased from HKD 16.75 million to HKD 44.58 million due to the rights issue and narrowed losses, indicating a substantial improvement in the financial position Consolidated Statement of Financial Position (As of March 31) | Consolidated Statement of Financial Position (As of March 31) | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 1,081 | 2,267 | | Current assets | 50,795 | 29,772 | | Total Assets | 51,876 | 32,039 | | Equity and Liabilities | | | | Total equity | 44,575 | 16,750 | | Current liabilities | 7,301 | 15,289 | | Total Liabilities | 7,301 | 15,289 | | Total Equity and Liabilities | 51,876 | 32,039 | Consolidated Statement of Cash Flows For the year ended March 31, 2025, net cash outflow from operating activities improved to HKD 0.96 million from HKD 5.64 million last year; financing activities generated a net cash inflow of HKD 15.30 million from the rights issue, leading to a significant increase in year-end cash and cash equivalents from HKD 0.73 million to HKD 15.04 million Consolidated Statement of Cash Flows (For the Year Ended March 31) | Consolidated Statement of Cash Flows (For the Year Ended March 31) | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (955) | (5,638) | | Net cash used in investing activities | (34) | – | | Net cash from financing activities | 15,304 | – | | Net increase/(decrease) in cash and cash equivalents | 14,315 | (5,638) | | Cash and cash equivalents at end of year | 15,042 | 727 | Notes to the Consolidated Financial Statements The notes provide detailed explanations of the financial statements, covering accounting policies, segment information, financial instrument risks, related party transactions, and equity changes; key highlights include advertising and e-commerce as primary revenue sources, significant impairment provisions for aged trade receivables, and the completion of capital reorganization and rights issue during the year, which significantly altered the equity structure - The Group's principal businesses are advertising (revenue of HKD 13.69 million) and e-commerce (revenue of HKD 30.02 million)[331][337] - As of March 31, 2025, total trade receivables amounted to HKD 55.74 million, with impairment provisions of HKD 39.27 million, including HKD 43.01 million for receivables aged over 365 days[366] - During the year, the company completed a capital reorganization (capital reduction and share split) and a rights issue, increasing issued ordinary shares from 78.12 million to 234.37 million, and changing the par value from HKD 0.4 to HKD 0.01[374][375] Financial Summary Five-Year Financial Summary This section summarizes the Group's key financial data over the past five fiscal years, showing a revenue rebound this year after several years of decline, though annual losses persisted; total assets and net assets also recovered this year following continuous decreases, partly due to the rights issue Five-Year Performance Summary | Five-Year Performance Summary (HKD thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 43,708 | 27,883 | 43,019 | 67,457 | 78,095 | | Loss for the Year Attributable to Owners of the Company | (4,782) | (43,668) | (1,498) | (34,551) | (56,317) | Five-Year Assets and Liabilities Summary | Five-Year Assets and Liabilities Summary (HKD thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 51,876 | 32,039 | 78,006 | 87,103 | 101,806 | | Total Liabilities | (7,301) | (15,289) | (17,025) | (30,768) | (35,956) | | Net Assets | 44,575 | 16,750 | 60,981 | 56,335 | 65,850 |