Corporate Information This section provides an overview of the company's corporate structure, including significant changes in its Board of Directors and committees Directors and Committees This section provides company registration details, headquarters, and lists significant changes in the Board of Directors and its committees during the reporting period - The Board of Directors and its sub-committees experienced significant personnel changes in 2024-2025, including resignations and new appointments of independent non-executive directors478 Key Information for Shareholders This section provides essential information for shareholders, including the financial calendar and details of the company's capital structure Financial Calendar and Capital Structure This section provides key shareholder information, including the 2025 financial calendar, capital structure, market capitalization, and stock code Key Financial Calendar Dates | Item | Details | | :--- | :--- | | Financial Year End Date | March 31, 2025 | | 2024/25 Annual Results Announcement Date | June 19, 2025 | | 2024/25 Annual General Meeting | September 5, 2025 | | Stock Code | SEHK Main Board 2421 | Capital Structure and Market Capitalization | Capital Information | As of March 31, 2025 | As of June 30, 2025 | | :--- | :--- | :--- | | Issued Share Capital | 5,053,648 HKD | 5,053,648 HKD | | Market Capitalization | 323,433,472 HKD | 333,540,768 HKD | | Closing Price | 0.64 HKD | 0.66 HKD | Financial Highlights This section summarizes the company's key financial performance, highlighting significant declines in revenue and profit while maintaining a robust financial structure Key Financial Performance The company experienced significant declines in revenue and net profit for FY2025, with deteriorating margins, yet maintained a healthy liquidity and zero gearing ratio Key Financial Performance Indicators | Financial Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 182 million RMB | 227 million RMB | -19.8% | | Net Profit | 20 million RMB | 40 million RMB | -50.0% | | Basic Earnings Per Share | 4.0 RMB cents | 7.9 RMB cents | -49.4% | | Gross Profit Margin | 58.5% | 64.2% | -5.7 percentage points | | Net Profit Margin | 11.1% | 17.7% | -6.6 percentage points | | Final Dividend | — | 2.0 HK cents | N/A | - Company financial charts indicate that revenue and net profit have declined for three consecutive years since peaking in 2022, with FY2025 performance marking a six-year low2225 - Despite declining profitability, the company's financial structure remains robust, with a current ratio of 2.3 times, a quick ratio of 0.4 times, and a gearing ratio of 0.0%, indicating no net debt29 Chairman's Statement This statement provides an overview of the Group's business performance, strategic direction, financial management, and human resources initiatives for the reporting period Business Review and Performance The Group's FY2025 revenue and profit declined significantly due to non-cash impairments from real estate market adjustments, despite delivering several residential projects Key Financial Performance Overview | Financial Performance | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 181.7 million RMB | 226.9 million RMB | -20% | | Profit Attributable to Shareholders | 20.21 million RMB | 40.07 million RMB | -50% | - The performance decline was primarily due to RMB 19.04 million in non-cash impairments, including RMB 15.58 million from investment property valuation losses and RMB 3.46 million from inventory impairment, reflecting market downturn pressure31 Residential Project Delivery Details | Project Delivery Status | Units Delivered | Revenue Recognized (RMB) | Average Selling Price (RMB/sqm) | | :--- | :--- | :--- | :--- | | Dongguan Jiahui Haoting Phase III | 13 | 36,570,000 | ~20,200 | | Dongguan Jiahui Haoting Phase IV | 59 | 119,649,000 | ~20,600 | | Dongguan Jiahui Haoting Phase V | 7 | 21,778,000 | ~23,400 | | Huizhou Luofu Mansion | 6 | 3,686,000 | ~7,600 | Operating Strategies and Outlook The Group adopts a prudent strategy of focused development and diversified integration, maintaining a healthy financial structure while exploring new business models for future growth - Core operating strategies emphasize stability and focus, including: - Focused Development: Concentrating on core cities in the Greater Bay Area, aligning with urban renewal and rural revitalization - Solid Stability: Strengthening internal controls and risk management, improving operational efficiency - Resilient Growth: Maintaining healthy cash flow and stable gearing ratio, enhancing liquidity through asset disposal - Diversified Integration: Exploring the combination of residential properties with cultural tourism and lifestyle amenities, expanding non-residential businesses42 - Future outlook includes evaluating the synergistic potential of residential projects with cultural and tourism facilities, and exploring market opportunities in trendy culture and creative industries to diversify business50 Financial Resources and Risk Management As of March 31, 2025, the Group maintained a net cash position with sufficient liquidity, while actively monitoring foreign exchange risks and managing bank mortgage guarantees for homebuyers - The company's financial condition is healthy, in a net cash position, with approximately RMB 133 million in cash and bank balances, and no significant borrowings5152 - The Group provided bank mortgage guarantees for homebuyers, with total outstanding guarantees of RMB 242 million as of March 31, 2025, a decrease from RMB 348 million in 202460 Dividend and Employees The Board decided against a final dividend for FY2025, while the Group maintained an average of 65 employees and implemented talent retention programs - The Board decided not to recommend a final dividend for FY2024/25, contrasting with the 2.0 HK cents per share final dividend paid in FY2023/247075 - The Group prioritizes talent retention, implementing a 'Cooperative Home Ownership Scheme' to assist high-potential employees with local home purchases6873 Corporate Governance Report This report details the company's commitment to high corporate governance standards, including board structure, internal controls, risk management, and shareholder communication policies Board of Directors and Committees This section details the Board's composition, including its three independent-chaired committees (Remuneration, Audit, Nomination), ensuring compliance with listing rules and robust governance - The Board structure complies with listing rule requirements, with independent non-executive directors constituting one-third of the Board, and at least one possessing expertise in accounting or relevant financial management87119 - The company has Remuneration, Audit, and Nomination Committees, with most members being independent non-executive directors, ensuring decision independence and objectivity95131138145 - The company has adopted Board diversity and nomination policies, emphasizing consideration of gender, age, cultural background, and professional experience in director selection97103 Accountability, Audit, and Risk Management This section details the company's robust internal control and risk management framework, including annual internal audits, ERM processes for various risks, and anti-corruption policies - The company has established a comprehensive Enterprise Risk Management (ERM) framework, conducting bottom-up risk assessments at least annually to identify and address strategic, operational, compliance, and financial reporting risks176178205 - The internal audit department reviewed the Group's risk management and internal control systems, which the Board deemed effective and adequate during the year163 - The company has established whistleblowing and anti-corruption policies, providing compliance training to employees, with no significant fraud or misconduct identified during the year213216 Shareholder Communication and Rights This section outlines the company's shareholder communication policy and various channels, ensuring timely information dissemination and safeguarding shareholder rights to convene meetings and propose resolutions - The company has adopted a shareholder communication policy to ensure timely and equal access to company information, with regular effectiveness reviews220227 - Shareholders holding at least one-tenth of the company's paid-up share capital have the right to request an extraordinary general meeting in writing228 Senior Management Profile This section provides an overview of the company's senior management team, highlighting their extensive professional backgrounds and experience Management Team Overview This section provides detailed profiles of the company's directors and senior management, highlighting their extensive experience across various key functional areas - Executive directors possess over 10 years of experience in real estate, finance, or management, providing a solid foundation for the Group's operations and strategic planning241247249254 - Non-executive Director and Chairman Mr. Ho Cheuk Fai, founder of Qualipak International Group, brings over 40 years of business management experience, with his children also serving on the Board256259260 - Independent non-executive directors comprise professionals with backgrounds in accounting, financial management, business management, and law, supporting independent Board decision-making264267268 Report of the Directors This report details the Group's business operations, significant transactions, shareholder and director interests, and compliance with public float requirements Business Operations and Financials This section outlines the Group's core business in residential property development, the Board's decision not to recommend a final dividend, and the status of distributable reserves - The Group's core business is as a boutique residential property developer in the Greater Bay Area286 - The Board does not recommend a final dividend for FY2024/25, contrasting with the 2.0 HK cents per share paid in the previous fiscal year288 - No purchases, sales, or redemptions of the company's shares occurred during the year301 Key Transactions and Corporate Actions This section details a significant connected transaction involving the sale of a subsidiary and the adoption of new share option and award schemes, with no grants made during the year - In May 2024, the company sold its wholly-owned subsidiary, Dongguan Jiaxuntong Computer Products Co., Ltd., to an associate of the controlling shareholder for RMB 19.8 million, constituting a discloseable connected transaction354380 - The company adopted new share option and share award schemes, with an authorized limit of 10% of issued shares (50,536,480 shares), though no options or awards were granted by year-end322333341 Shareholder and Director Interests This section details the significant shareholdings of the controlling shareholder and directors, confirming the controlling shareholder's compliance with non-compete undertakings Major Shareholder Interests | Major Shareholder | Total Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | | Mr. Ho Cheuk Fai | 366,667,500 | 72.56% | | Ms. Ho Po Chu | 366,667,500 | 72.56% | | TMF (as Trustee) | 204,402,000 | 40.45% | - Controlling shareholder Mr. Ho Cheuk Fai collectively controls 72.56% of the company's shares through personal holdings, spouse's holdings, and a family trust394 Customers, Suppliers, and Public Float This section highlights high supplier concentration and lower customer concentration, while confirming the company's compliance with the minimum 25% public float requirement - Supplier concentration is high: the top five suppliers accounted for 92% of total purchases, with the largest supplier at 75%420 - Customer base is diversified: the top five customers accounted for less than 30% of total revenue420 - The company confirmed maintaining the minimum 25% public float as required by listing rules425 Environmental, Social and Governance Report This report details the Group's comprehensive ESG framework, outlining its governance, social responsibility initiatives, and environmental performance metrics ESG Governance and Strategy This section outlines the Group's ESG governance framework, aligned with UNSDGs and HKEX guidelines, identifying 8 material issues including green building and occupational health - The Board oversees ESG matters, authorizing the General Manager to lead relevant departments in executing sustainable development policies442456 - The Group identified 8 material ESG issues, with occupational health and safety and green building development deemed most impactful for the Group and stakeholders466469 - This ESG report has been verified by independent third-party TÜV Rheinland, enhancing its credibility608 Social Performance The Group demonstrates social responsibility through robust product quality control, active community engagement, ethical supply chain management, and comprehensive employee welfare and anti-corruption initiatives - Product responsibility: A full-process quality control system from design to after-sales service ensures housing quality and safety491495496 - Community investment: 8 community cultural events were organized during the year, including Mother's Day and Dragon Boat Festival activities, to enhance community cohesion509512514 - Employee development and safety: Average employee training hours were 3.3 hours, with 74.6% coverage; the Group strictly complies with labor law, with no fatal accidents or serious injuries540544 - Anti-corruption: The Group has implemented an anti-corruption system, providing compliance training to new employees and Board members, and requiring business partners to sign integrity undertakings526527 Environmental Performance The Group demonstrates environmental commitment by targeting 100% green building standards for new projects, implementing resource conservation measures, and disclosing detailed environmental performance data - Green building target: The Group aims for 100% of all new projects to meet basic or higher green building standards to address climate change and achieve sustainable development554 Environmental Performance Indicators (FY2024/25) | Environmental Performance Indicators (FY2024/25) | Data | | :--- | :--- | | Total Energy Consumption | 343,045 kWh | | Total Water Consumption | 3,781 cubic meters | | Total Greenhouse Gas Emissions (Scope 1+2) | 184.92 tonnes of CO2 equivalent | Independent Auditor's Report This report presents the independent auditor's unmodified opinion on the financial statements and highlights key audit matters requiring significant management judgment Auditor's Opinion and Key Audit Matters KPMG issued an unmodified audit opinion on the FY2024/25 financial statements, highlighting key audit matters related to Land Appreciation Tax provision and inventory net realizable value assessment - Audit opinion: KPMG issued an unmodified opinion, confirming the financial statements are true, fair, and comply with Hong Kong Financial Reporting Standards653 - Key Audit Matters (KAMs) include: - Provision for Land Appreciation Tax (LAT) in mainland China: Involves uncertainty due to complex tax law interpretation - Assessment of inventory net realizable value: Requires significant management judgment and estimation of completion costs and future selling prices, especially in the current market657670 Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, and cash flows for the reporting period Consolidated Statement of Profit or Loss For FY2025, the Group's revenue and profit significantly declined due to non-cash impairments, despite effective cost control leading to a healthy gross profit Consolidated Statement of Profit or Loss (RMB thousands) | Statement of Profit or Loss Items (RMB thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 181,683 | 226,877 | | Gross Profit | 106,289 | 145,724 | | Operating Profit | 49,948 | 83,504 | | Profit Before Tax | 53,057 | 86,085 | | Profit for the Year | 20,207 | 40,069 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets slightly decreased, with inventory as the largest component, while total liabilities reduced and shareholders' equity modestly increased, maintaining a stable financial position Consolidated Statement of Financial Position (RMB thousands) | Statement of Financial Position Items (RMB thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 273,939 | 229,438 | | Current Assets | 1,080,029 | 1,158,344 | | Total Assets | 1,353,968 | 1,387,782 | | Current Liabilities | 473,908 | 518,508 | | Non-current Liabilities | 19,915 | 20,051 | | Total Liabilities | 493,823 | 538,559 | | Total Shareholders' Equity | 860,145 | 849,223 | Consolidated Cash Flow Statement In FY2025, the Group saw a narrowed net cash outflow from operations, a net outflow from investing activities, and a net outflow from financing activities, resulting in a net decrease in cash and cash equivalents Consolidated Cash Flow Statement (RMB thousands) | Cash Flow Statement Items (RMB thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (5,251) | (79,133) | | Net Cash (Used in)/From Investing Activities | (27,341) | 2,636 | | Net Cash Used in Financing Activities | (9,452) | (19,367) | | Net Decrease in Cash and Cash Equivalents | (42,044) | (95,864) | | Cash and Cash Equivalents at Year End | 133,118 | 175,162 | Five-Year Financial Summary This section provides a historical overview of the Group's key financial data and trends over the past five fiscal years Historical Financial Data This section summarizes the Group's key financial data over the past five fiscal years, showing declining revenue and profit since FY2022, with fluctuating but stable equity Five-Year Financial Summary (RMB thousands) | RMB thousands | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 181,683 | 226,877 | 700,751 | 775,555 | 590,803 | | Operating Profit | 49,948 | 83,504 | 449,510 | 549,415 | 381,063 | | Profit for the Year | 20,207 | 40,069 | 180,846 | 243,660 | 160,503 | | Total Assets | 1,353,968 | 1,387,782 | 1,512,495 | 1,975,199 | 2,200,592 | | Total Equity | 860,145 | 849,223 | 828,554 | 748,674 | 430,288 | Properties Held by the Group This section provides an overview of the Group's property portfolio, categorizing its assets into properties under development, completed properties for sale, and investment properties Property Portfolio Overview As of March 31, 2025, the Group's property portfolio includes properties under development, completed properties for sale, and investment properties across various locations Property Portfolio Overview | Property Category | Key Projects | Status/Area | | :--- | :--- | :--- | | Properties Under Development for Sale | Foshan Gaoming District Project | Planned Gross Floor Area 131,472 square meters | | Completed Properties Held for Sale | Dongguan Jiahui Haoting Phases IV, V; Huizhou Luofu Mansion, etc. | Total Unsold Area Approximately 99,000+ square meters | | Investment Properties | Dongguan Fenggang Town Industrial Park and Commercial Buildings | Total Gross Floor Area Approximately 56,890 square meters |
嘉创地产(02421) - 2025 - 年度财报