中国唐商(00674) - 2025 - 年度财报

Corporate Information This section provides fundamental details about the company's registration, contact information, and key personnel Five-Year Financial Summary This section presents a consolidated overview of the company's financial performance and position over the past five fiscal years Five-Year Financial Summary (HKD Thousands) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | (Loss) / Profit Attributable to Owners of the Company | (89,056) | (115,061) | 30,366 | 8,021 | (13,347) | | Total Assets | 2,295,609 | 3,115,075 | 4,289,096 | 1,958,318 | 1,896,678 | | Total Liabilities | (1,472,538) | (2,211,443) | (3,247,574) | (1,357,946) | (1,334,566) | | Total Equity | 823,071 | 903,632 | 1,041,522 | 600,372 | 562,112 | Management Discussion and Analysis This section provides management's insights into the company's financial performance, business operations, and future outlook Financial Review For the year ended March 31, 2025, the Group's total revenue decreased by 33.8% to HKD 580.8 million, while the annual loss narrowed by 36.4% to HKD 72.3 million, primarily due to cost control and reduced revenue from property development and sub-leasing 2025 Fiscal Year Consolidated Results Overview | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 580.8 million | HKD 877.5 million | -33.8% | | Loss for the Year | HKD 72.3 million | HKD 113.5 million | -36.4% | - The narrowing of the annual loss was primarily due to the implementation of various cost control and expense reduction measures, alongside decreased revenue recognized from property development and property sub-leasing and investment businesses[10][14] Business Review During the year, the Group's key business segments showed mixed performance, with property sub-leasing and investment expanding losses, property development significantly narrowing losses despite reduced revenue, and financial services remaining largely stagnant Property Sub-leasing and Investment Business This segment's revenue decreased by 15.0% year-on-year to HKD 45.5 million, with the annual loss expanding from HKD 27.9 million to HKD 89.7 million, primarily due to reduced rental income and increased fair value losses on investment properties Property Sub-leasing and Investment Business Performance | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 45.5 million | HKD 53.5 million | -15.0% | | Segment Loss | HKD 89.7 million | HKD 27.9 million | +221.5% | Property Development Business Property development revenue decreased to HKD 535.4 million, but segment loss significantly narrowed from HKD 124.7 million to HKD 7.6 million, primarily due to reduced delivery recognition from two projects, with approximately 55,000 square meters of GFA recognized during the year Property Development Business Performance | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | HKD 535.4 million | HKD 824.0 million | | Segment Loss | HKD 7.6 million | HKD 124.7 million | - As of March 31, 2025, completed properties held for sale/lease and investment properties accounted for 64.3% and 4.3% of total assets, respectively[22][25] Financial Services Business The financial services segment generated no interest income in the current or prior year, as the Group surrendered its securities, futures, and asset management licenses in November 2020 to focus on other core business segments - For the year ended March 31, 2025, no interest income was recognized from the money lending business, consistent with 2024[23][26] - The Group surrendered its securities, futures, and asset management licenses to the SFC in November 2020 to concentrate resources on developing other businesses[24][27] Outlook Despite China's economic challenges, the Group anticipates government stabilization policies and will strategically pivot underutilized real estate assets towards tourism for new revenue streams, while optimizing leasing and marketing to strengthen core property businesses and seek new investment opportunities for sustainable growth - Facing a persistently weak property market, the Group has proactively diversified into the tourism sector, leveraging underutilized real estate assets to offer experiential tourism products as a new growth engine[28][29][30] - The Group will continue to consolidate and restructure its property development core business, enhancing management efficiency, strengthening internal controls and sales, and actively seeking new investment opportunities within China to diversify revenue streams[32][35] Directors' Report This report details the company's principal activities, business review, key risks, financial results, and corporate governance matters for the fiscal year Principal Activities and Business Review As an investment holding company, the Group's core businesses include property sub-leasing and investment, property development, and money lending, with strategic goals to achieve sustainable growth through increased property investments in China, tourism expansion, and stringent cost control - The Group's current and ongoing principal activities include: (i) property sub-leasing and investment business; (ii) property development; and (iii) money lending business[38][44] - The Group's growth strategies encompass: (i) investing in more property sub-leasing and investment projects in China; (ii) diversifying into property development and tourism; and (iii) closely monitoring and implementing cost-saving measures[40][46] Principal Risks and Uncertainties The Group faces key risks including business risks influenced by consumer preferences, market risks dependent on China's economy and policies, operational risks from potential internal failures, financial risks, and legal risks such as contract unenforceability or adverse litigation - Key risks faced by the Group include business risk, market risk, operational risk, financial risk, and legal risk[42][48] Results and Appropriations For the year ended March 31, 2025, the Board recommended no dividend distribution, consistent with the prior year, to retain capital for business expansion and future investment opportunities - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025 (2024: nil), aiming to retain capital for business expansion[61][67] Share Option Scheme The company's share option scheme adopted on August 30, 2012, expired on December 22, 2023, with all granted but unexercised options, totaling 27,942,462 shares, lapsing as of March 31, 2023 - The company's share option scheme expired on December 22, 2023, resulting in the lapse of all granted but unexercised share options[89][92][97] Substantial Shareholders As of March 31, 2025, Chairman Mr. Chan Wai Mo held approximately 57.92% of the company's shares directly and indirectly, making him the controlling shareholder, with other substantial shareholders including Mr. Jiang Dingwei and his controlled entities holding approximately 17.08% Substantial Shareholders' Holdings (as at March 31, 2025) | Shareholder Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chan Wai Mo | Beneficial Owner and Controlled Corporation Interest | 1,985,654,977 | 57.92% | | Grand Nice International Limited | Beneficial Owner | 579,806,977 | 16.91% | | Jiang Dingwei / Shenzhen Tangshang Industrial Group / Shenzhen Yaoling Investment | Controlled Corporation Interest / Beneficial Owner | 585,600,000 | 17.08% | Connected Transactions During the year, the Group engaged in significant connected transactions, primarily involving property lease agreements with Beijing Tianan Kechuang Zhiye Co., Ltd. (BTIT), indirectly wholly-owned by Chairman Mr. Chan Wai Mo, and the acquisition of Zhi Rong Holdings Limited shares from Mr. Chan, with total rent paid under lease contracts amounting to RMB 53.287 million for FY2025 - The Group entered into multiple long-term property lease agreements with Beijing Tianan Kechuang Zhiye Co., Ltd. (BTIT), controlled by Chairman Mr. Chan Wai Mo, with total rent paid amounting to RMB 53.287 million for FY2025[177][184][190] - In October 2022, the company agreed with Chairman Mr. Chan Wai Mo to acquire his equity interest in Zhi Rong Holdings Limited for RMB 315 million, settled through the issuance of consideration shares and convertible bonds[191][194] Financial Review This fiscal year saw significant changes in the Group's balance sheet, with current assets decreasing by 23.4% due to reduced completed properties held for sale and cash, and current liabilities decreasing by 40.4% from lower contract liabilities and payables, while the gearing ratio rose to 28.0% and the current ratio improved to 2.4, with no new bank borrowings and a refundable deposit of approximately RMB 362 million paid for an urban renewal project Assets and Liabilities Analysis As of March 31, 2025, current assets decreased by 23.4% year-on-year, mainly due to a HKD 482.8 million reduction in completed properties held for sale and a HKD 100 million decrease in cash, while current liabilities fell by 40.4% due to reduced contract liabilities and trade and other payables, and non-current assets declined from lower investment properties and finance lease receivables - Current assets decreased by HKD 635.1 million (-23.4%) year-on-year, primarily due to reductions in completed properties held for sale and cash and cash equivalents[211][214] - Current liabilities decreased by HKD 596.9 million (-40.4%) year-on-year, mainly attributable to reduced contract liabilities, no new bank borrowings during the year, and decreased lease liabilities[216][219] Liquidity and Financial Resources As of March 31, 2025, the Group had no bank borrowings, with its gearing ratio increasing to 28.0% from 6.8% last year, while net current assets were approximately HKD 1.201 billion and the current ratio improved from 1.8 to 2.4 Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 28.0% | 6.8% | | Net Current Assets | HKD 1.201 billion | HKD 1.239 billion | | Current Ratio | 2.4 | 1.8 | Significant Investments Held, Material Acquisitions and Disposals During the review period, the Group completed two significant acquisitions: the acquisition of Zhi Rong Holdings Limited in March 2023, indirectly securing a 70% equity interest in Puning Huachuangwen Industrial Development Co., Ltd., and the acquisition of a 55% equity interest in Dongguan Huachuangwen Zhidi Co., Ltd. in July 2022, increasing the Group's stake to 90% - On March 10, 2023, the company completed the acquisition of Zhi Rong Holdings Limited, with consideration paid through the issuance of consideration shares and convertible bonds, thereby indirectly holding a 70% equity interest in Puning Huachuangwen Industrial Development Co., Ltd[243][245] - On July 6, 2022, the company completed the acquisition of a 55% equity interest in Huachuangwen Zhidi, increasing the Group's stake to 90%, with consideration paid through cash, share issuance, and convertible bonds[247][253] Advance to an Entity To secure a potential urban renewal project in Puning City, Guangdong, the Group's wholly-owned subsidiary agreed to pay a total refundable deposit of RMB 400 million to an independent third party, with approximately RMB 362 million paid as of the reporting date, which is unsecured, interest-free, and fully refundable if the investment does not proceed or the project is not approved - The Group agreed to pay a total refundable deposit of RMB 400 million to secure a potential urban renewal project, with approximately RMB 362 million paid as of the reporting date; this amount is unsecured, interest-free, and fully refundable under specific conditions[259][262] Corporate Governance Report This report outlines the company's corporate governance practices, including board structure, committee functions, and risk management frameworks The Board The Board is responsible for leading and overseeing the company, comprising five directors—three executive and two independent non-executive directors—meeting the one-third independent director requirement, ensuring effective checks and balances to safeguard shareholder interests - The Board comprises five directors, including Mr. Chan Wai Mo (Chairman), Mr. Zhou Houjie, Mr. Jiang Ruowenhao (Acting Chief Executive Officer) as three executive directors, and Mr. Chan Yau Chun, Ms. Lui Mei Ka, Mr. Zhou Xin as three independent non-executive directors[279] Board Committees The company has established Remuneration, Nomination, and Audit Committees; the Remuneration Committee reviews compensation policies, the Nomination Committee handles board structure and member nominations, and the Audit Committee, composed of three independent non-executive directors, oversees financial reporting, internal controls, and risk management systems - The Remuneration Committee comprises one executive director and two independent non-executive directors, responsible for remuneration-related matters[315] - The Nomination Committee consists of one executive director and three independent non-executive directors, responsible for director nominations and board composition review[322] - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing financial statements, internal control systems, and the relationship with external auditors[333] Risk Management and Internal Control The Board holds overall responsibility for maintaining sound and effective risk management and internal control systems, with the Group establishing an internal audit function and engaging independent professional advisors for annual reviews, concluding that the systems are effective and adequate - The Board affirms its overall responsibility for maintaining sound and effective risk management and internal control systems, aimed at identifying and managing significant risks and safeguarding assets[360][363] - To enhance risk management, the company engaged independent professional advisors to conduct independent reviews of the risk management and internal control systems of certain subsidiaries, finding no material deficiencies[368][369] Independent Auditor's Report This report presents the independent auditor's opinion on the consolidated financial statements and highlights key audit matters Opinion The auditor opines that the consolidated financial statements fairly present the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance disclosure requirements - The auditor issued a standard unqualified opinion, affirming that the financial statements present a true and fair view of the company's financial position and operating results[409][410] Key Audit Matters The auditor identified three key audit matters: revenue recognition from completed property sales due to its materiality, valuation of investment properties given their significant carrying amount and judgment, and impairment loss on completed properties held for sale due to their substantial carrying amount and management's net realizable value estimates - Key audit matters include: - Revenue recognition from sales of completed properties: Significant due to accounting for approximately 92% of total revenue - Valuation of investment properties: Significant due to their material carrying amount (HKD 99.7 million) and significant judgment involved in fair value determination - Impairment loss on completed properties held for sale: Significant due to their substantial carrying amount (HKD 1.476 billion, approximately 64% of total assets) and management judgment in estimating net realizable value[414][419][428] Consolidated Financial Statements This section presents the Group's comprehensive income, financial position, and cash flow statements for the fiscal year Consolidated Statement of Comprehensive Income For the year ended March 31, 2025, the Group reported revenue of HKD 580.8 million, a 33.8% year-on-year decrease, with the annual loss narrowing to HKD 72.26 million from HKD 113.5 million last year, and basic loss per share attributable to owners of the company at 2.598 HK cents Key Data from Consolidated Statement of Comprehensive Income | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 580,823,418 | 877,472,298 | | Loss Before Income Tax | (120,018,955) | (176,193,139) | | Loss for the Year | (72,258,209) | (113,524,321) | | Loss Attributable to Owners of the Company | (89,056,166) | (115,060,979) | | Basic Loss Per Share (HK cents) | (2.598) | (3.356) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets decreased to HKD 2.296 billion from HKD 3.115 billion last year, total liabilities fell from HKD 2.211 billion to HKD 1.473 billion, and total equity was HKD 823 million, slightly down from HKD 904 million, with net current assets remaining relatively stable at approximately HKD 1.201 billion Key Data from Consolidated Statement of Financial Position | Metric | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Total Assets | 2,295,608,718 | 3,115,074,507 | | Total Liabilities | 1,472,538,131 | 2,211,442,966 | | Net Assets | 823,070,587 | 903,631,541 | | Net Current Assets | 1,201,040,611 | 1,239,269,032 | Consolidated Statement of Cash Flows For the year ended March 31, 2025, the Group's net cash outflow from operating activities significantly improved to HKD 16.34 million from HKD 221.8 million last year, with net cash outflow from financing activities at HKD 86.54 million, resulting in a HKD 102.9 million decrease in cash and cash equivalents, ending the period with HKD 39.08 million Key Data from Consolidated Statement of Cash Flows | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (16,343,803) | (221,835,980) | | Net Cash Generated from Investing Activities | 1,101 | 25,660,585 | | Net Cash Used in Financing Activities | (86,540,687) | (59,969,772) | | Decrease in Cash and Cash Equivalents | (102,883,389) | (256,145,167) | | Cash and Cash Equivalents at End of Year | 39,077,064 | 139,009,068 | Notes to the Consolidated Financial Statements This section provides detailed explanatory notes supporting the consolidated financial statements, offering further insights into accounting policies and specific line items Segment Reporting The Group's operations are categorized into three reportable segments: property sub-leasing and investment, property development, and money lending, with property development being the primary revenue source at HKD 535 million in FY2025, property sub-leasing and investment generating HKD 45.46 million, and all revenue originating from Mainland China FY2025 Revenue and Loss by Business Segment (HKD) | Business Segment | External Revenue | Loss Before Income Tax | | :--- | :--- | :--- | | Property Sub-leasing and Investment | 45,459,654 | (89,682,942) | | Property Development | 535,363,764 | (7,607,848) | | Money Lending Business | — | (11,576) | | Total | 580,823,418 | (97,302,366) | - Geographically, all of the Group's revenue (HKD 580.8 million) in FY2025 was derived from Mainland China[755]