威高国际(01173) - 2025 - 年度财报

Company Information Provides an overview of the company's governance, key personnel, and operational details Board of Directors and Committee Members Details the composition of the Board of Directors and recent personnel changes in key committees - Board composition: 2 Executive Directors, 1 Non-executive Director, 3 Independent Non-executive Directors[6][7] - Personnel change: Ms. Liu Shitong appointed as Independent Non-executive Director, Audit and Remuneration Committee Chair on December 15, 2024; Mr. Yang Yongji resigned on the same day[6][7] Company Secretary, Legal Advisors, and Auditor Outlines changes in the company secretary role and identifies the legal advisors and external auditor - Company Secretary: Ms. Chow Man Yee appointed on February 1, 2025, replacing Ms. Wong Chi Ying[9] - Auditor: Ernst & Young[9][10] Registered Office and Principal Place of Business Specifies the company's registered office in Cayman Islands and principal business location in Hong Kong - Registered Office: Cricket Square, Cayman Islands[9][10] - Head Office and Principal Place of Business: 10/F, Phase 2, Weilun Centre, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong[11] Principal Bankers and Stock Code Lists the company's main banking partners and its stock exchange trading code - Principal Bankers: Bank of China (Hong Kong), CTBC Bank, DBS Bank (Hong Kong), O-Bank[12] - Stock Code: 1173[13] Chairman's Statement Provides an overview of the group's business, financial performance, and future outlook Management Discussion and Analysis Discusses the group's retail operations in beauty products and ladies' fashion across Hong Kong and Macau - The Group is a retailer of beauty products and ladies' fashion[14][17] - Retail network includes 105 sales points in Hong Kong and Macau, with brands Colourmix, MORIMOR, Veeko, and Wanko[14][17] Business Review Reviews the group's financial performance for the year, highlighting revenue decline and increased loss due to market challenges | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 481,484 | 586,710 | -105,226 | -17.9% | | Gross Profit | 221,168 | 259,321 | -38,153 | -14.7% | | Gross Margin | 45.9% | 44.2% | +1.7 percentage points | - | | Loss for the year | 124,767 | 40,043 | +84,724 | +211.6% | | Fair value change of investment properties | -40,918 | 5,324 | -46,242 | - | | Finance costs | 39,781 | 34,805 | +4,976 | +14.3% | - Revenue decline primarily due to fewer stores, cross-border consumption by Hong Kong residents and outbound travel, and slower inbound tourist spending[15][18] Cosmetics Business Details the performance of the cosmetics segment, including revenue, loss, and store count changes Cosmetics Business Key Data Comparison | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 350,815 | 426,537 | -75,722 | -17.8% | | Segment Loss | 32,612 | 19,467 | +13,145 | +67.5% | | Number of Stores | 53 | 57 | -4 | -7.0% | - Facing cross-border consumption trends and increased outbound travel, the Group adjusted sales and marketing strategies and closed underperforming stores[20][21] Fashion Business Presents the financial results for the fashion segment, noting revenue decrease and expanded loss Fashion Business Key Data Comparison | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 130,669 | 160,173 | -29,504 | -18.4% | | Segment Loss | 25,297 | 3,618 | +21,679 | +599.2% | | Number of Stores | 52 | 60 | -8 | -13.3% | - The Group's fashion business production resources are concentrated in self-owned factories in mainland China, enabling flexible cost control and production arrangements to reduce inventory levels and production costs[25][26] Outlook Outlines the group's strategies to navigate a challenging retail market, including network optimization and financial support - Hong Kong retail market expected to remain challenging next year; management implements multiple measures to restore profitability[29][31] - Strategic retail network adjustments: negotiating reasonable rents with landlords, closing underperforming stores with expiring leases; 58 store leases are due or expiring in FY2026[30][32] - Optimizing product mix, strengthening online-to-offline (O2O) business integration: cosmetics business to partner with Tmall Global, JD, Douyin, and launch a new mobile application by the end of May[30][33] - Financial support: Executive Directors provide an unsecured revolving loan facility of up to HKD 375 million to repay bank loans and provide working capital[34][37] Properties Provides an overview of the group's property valuations in Hong Kong and mainland China, including investment properties Group Property Valuation | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Property Valuation | 698,646 | 742,583 | -43,937 | | Fair Value of Investment Properties | 513,552 | 552,651 | -39,099 | | Unpledged Property Value | 101,484 | - | - | Liquidity and Financial Resources Details the group's cash position, borrowings, and key liquidity ratios, showing a shift in funding sources Liquidity and Financial Resources Comparison | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 13,126 | 8,537 | +4,589 | | Pledged Deposits | 13,070 | 2,231 | +10,839 | | Outstanding Bank Borrowings | 178,095 | 390,454 | -212,359 | | Directors' Loans | 369,100 | 37,450 | +331,650 | | Current Ratio | 0.60 | 0.29 | +0.31 | | Gearing Ratio | 2.25 | 1.92 | +0.33 | | Total Bank Facilities | 241,767 | 440,950 | -199,183 | | Utilized Bank Facilities | 180,625 | 394,967 | -214,342 | - Low Hong Kong Interbank Offered Rate (HIBOR) benefits the Group by reducing interest expenses[34][37] Foreign Exchange Risk Discusses the group's exposure to foreign currency fluctuations, particularly from procurement costs - Approximately 29% of procurement costs are in foreign currencies (USD, EUR, CHF, and JPY), leading to foreign currency risk[48][53] - Management closely monitors foreign exchange risk and will consider hedging through forward contracts when necessary[48][53] Pledged Assets Reports the total value of assets pledged by the group to secure bank facilities Total Pledged Assets | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Pledged Assets | 473,006 | 570,010 | -97,004 | Contingent Liabilities Details the group's contingent liabilities, primarily bank guarantees for subsidiaries Contingent Liabilities (Bank Guarantees) | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Bank Facility Guarantees | 252,600 | 838,857 | -586,257 | Employees and Remuneration Policy Provides information on employee numbers and the group's remuneration and benefits policies Employee Numbers | Indicator | March 31, 2025 | March 31, 2024 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Number of Employees | Approximately 850 persons | Approximately 870 persons | -20 persons | - Remuneration policy is primarily determined based on industry practice and individual performance, including insurance and medical benefits, with share options allocated to certain key employees[51][56] Acknowledgements The Chairman expresses gratitude to employees, shareholders, customers, suppliers, and business partners - The Chairman thanks employees, shareholders, customers, suppliers, and business partners[52][57] Directors' Report Provides statutory information on the company's principal activities, compliance, and corporate governance Principal Activities and Business Review States the company's role as an investment holding company and refers to the Chairman's Statement for business review - The Company is an investment holding company; principal activities of its major subsidiaries are detailed in Note 1 to the consolidated financial statements[60][65] - The business review, performance analysis, and principal risks for the year are disclosed in the Chairman's Statement (pages 5 to 11)[61][66] Environmental Policy and Performance Highlights the company's commitment to environmental sustainability and compliance with relevant regulations - The Company is committed to environmental and social sustainability, complying with environmental laws and regulations, and adopting effective environmental policies[62][67] Compliance with Relevant Laws and Regulations Confirms the group's compliance with applicable laws and regulations during the review period - No material breaches or non-compliance with applicable laws and regulations were identified within the Group during the review year[63][68] Key Relationships with Stakeholders Identifies key stakeholders and the company's approach to fostering sustainable relationships with them - The Company recognizes employees, customers, suppliers, and business partners as key stakeholders for success[69][74] - Committed to achieving corporate sustainability through employee encouragement, provision of quality products and services, collaboration with business partners, and social support[69][74] Results and Appropriations Refers to the consolidated financial statements for results and states the board's decision on dividend distribution - The Group's results for the year ended March 31, 2025, are disclosed in the consolidated statement of profit or loss and other comprehensive income[70][75] - The Board has resolved not to declare a final dividend for the year ended March 31, 2025, and no interim dividend was declared during the year[71][75] Share Capital and Distributable Reserves Provides details on share capital changes and the company's distributable reserves - Details of changes in the Company's share capital are set out in Note 26 to the consolidated financial statements[72][76] Distributable Reserves | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Distributable Reserves | 53,490 | 104,947 | -51,457 | | Share Premium | 211,064 | 211,064 | 0 | | Contributed Surplus | 53,135 | 53,135 | 0 | | Accumulated Losses | 210,709 | 159,252 | +51,457 | Directors Lists the current directors, their roles, and details on their re-election and appointment terms - Executive Directors: Mr. Cheng Chung Man (Chairman), Ms. Lam Yuk Sum (Chief Executive Officer)[78][81] - Non-executive Director: Mr. Lam Man Tin[78][81] - Independent Non-executive Directors: Mr. Au Yeung Hau Cheong, Mr. Cheng Man Lung, Ms. Liu Shitong (appointed on December 15, 2024)[78][81] - Mr. Cheng Chung Man and Mr. Lam Man Tin will retire by rotation and offer themselves for re-election; Ms. Liu Shitong's term is until the first Annual General Meeting after her appointment[78][81] Directors' Service Contracts Outlines the terms of service contracts for executive, non-executive, and independent non-executive directors - Executive Directors' service agreements are for 3 years, renewable, and terminable with 3 months' written notice[79][82] - Non-executive and Independent Non-executive Directors' letters of appointment are for 2 years[79][82] Management Contracts and Permitted Indemnity Provisions Confirms the absence of management contracts and the existence of permitted indemnity provisions for directors - No management and administration contracts were entered into or existed within the Company during the year[84][88] - Permitted indemnity provisions for the Company's Directors have been and remain in force[85][89] Biographies of Directors and Senior Management Provides detailed professional backgrounds and responsibilities of the directors and senior management team - Mr. Cheng Chung Man (Chairman): 68 years old, founded the Group in 1984, responsible for overall planning and company policy, with over 41 years of manufacturing and retail experience[86][90] - Ms. Lam Yuk Sum (Chief Executive Officer): 65 years old, joined the Group in 1987, responsible for daily management, procurement, and design development, with over 38 years of fashion design and retail experience[87][91] - Ms. Liu Shitong (Independent Non-executive Director): 34 years old, appointed on December 15, 2024, Bachelor of Accounting and Finance from HKU, HKICPA certified, 7 years of audit experience, 6 years of multinational corporate management experience[95][98] - Mr. Kwong Chun Ming (Financial Controller): 46 years old, joined the Group in September 2021, Bachelor of Accountancy from PolyU, HKICPA member, over 20 years of accounting and audit experience[99][104] - Ms. Chow Man Yee (Company Secretary): 48 years old, appointed on February 1, 2025, Bachelor of Social Sciences from HKU, MSc in Professional Accounting and Corporate Governance from CityU, over 20 years of corporate governance and administrative experience[100][105] Share Option Schemes Discusses the company's share option schemes, including the expired 2013 scheme and the current 2023 scheme - No new or existing share-linked agreements (other than share option schemes) were entered into during the year ended March 31, 2025[101][106] - The 2013 Share Option Scheme expired on August 30, 2023; no new options will be granted, but existing options remain exercisable[102][107][108] Changes in 2013 Share Option Scheme (as at March 31, 2025) | Grant Date | Vesting Period | Exercise Period | Exercise Price per Share (HKD) | Balance at April 1, 2024 (options) | Granted during the year (options) | Cancelled during the year (options) | Lapsed during the year (options) | Outstanding at March 31, 2025 (options) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | January 29, 2021 | January 29, 2021 to January 28, 2024 | January 29, 2024 to January 28, 2026 | 0.0534 | 16,800,000 | – | (350,000) | (1,900,000) | 14,550,000 | | January 29, 2021 | January 29, 2021 to January 28, 2026 | January 29, 2026 to January 28, 2028 | 0.0534 | 16,450,000 | – | – | (1,900,000) | 14,550,000 | | February 16, 2022 | February 16, 2022 to February 15, 2025 | February 16, 2025 to February 15, 2027 | 0.0506 | 5,150,000 | – | – | (1,400,000) | 3,750,000 | | February 16, 2022 | February 16, 2022 to February 15, 2027 | February 16, 2027 to February 15, 2029 | 0.0506 | 5,150,000 | – | – | (1,400,000) | 3,750,000 | | Total | | | | 43,550,000 | – | (350,000) | (6,600,000) | 36,600,000 | - The 2023 Share Option Scheme was adopted on September 11, 2023; no share options were granted or outstanding under this scheme as of March 31, 2025[114][116][118] - The total number of shares available for issue under the 2023 Share Option Scheme is 251,800,133 shares, representing approximately 10% of issued shares[118] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures Discloses the significant interests of Mr. Cheng Chung Man and Ms. Lam Yuk Sum in the company's shares Directors' and Chief Executive's Interests in Company Shares (as at March 31, 2025) | Director Name | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Cheng Chung Man | Founder and Beneficiary of a Trust | 1,393,347,737 | | | | Beneficial Owner | 185,219,227 | | | | Total | 1,578,566,964 | 62.69% | | Ms. Lam Yuk Sum | Beneficiary of a Trust | 1,393,347,737 | | | | Beneficial Owner | 272,916,013 | | | | Total | 1,666,263,750 | 66.17% | - 1,393,347,737 shares are beneficially owned by Silver Crown Profits Limited, whose shares are held by the trustee of The J Cheng Family Trust, with beneficiaries including family members of Mr. Cheng Chung Man and Ms. Lam Yuk Sum[124][125] Directors' Rights to Acquire Shares or Debentures Confirms no arrangements for directors to acquire benefits through purchasing shares or debentures, other than the share option scheme - Other than the Company's share option scheme, no arrangements existed during the year for Directors to obtain benefits by acquiring shares or debentures of the Company or any other company[129][134] Independence of Independent Non-executive Directors States that the company has received independence confirmations and considers all independent non-executive directors to be independent - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[130][135] Directors' Interests in Material Transactions, Arrangements, or Contracts Confirms no material interests of directors in significant transactions, agreements, or contracts, except as disclosed in financial statements - Except as disclosed in Notes 22 and 30(a) to the consolidated financial statements, no Director or their associated entity had a material interest in any significant transaction, arrangement, or contract to which the Company, its holding company, or any of its subsidiaries or fellow subsidiaries was a party during the year[131][136] Connected Transactions Notes that disclosed related party transactions meet minimum exemption levels and are fully exempt under Listing Rule 14A.76 - Related party transactions disclosed in Note 30(a) to the consolidated financial statements meet the minimum exemption level and are fully exempt under Listing Rule 14A.76[132][137] - No other connected transactions/continuing connected transactions requiring disclosure under Chapter 14A of the Listing Rules were identified[138][140] Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares, and Debentures Lists the substantial shareholders and their interests in the company's shares Substantial Shareholders' Interests in Company Shares (as at March 31, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Silver Crown Profits Limited | Beneficial Owner | 1,393,347,737 | 55.34% | | Well Feel Group Limited | Interest in Controlled Corporation | 1,393,347,737 | 55.34% | | HSBC International Trustee Limited | Trustee | 1,393,347,737 | 55.34% | - The entire issued share capital of Silver Crown is held by Well Feel, which is a wholly-owned subsidiary of HSBC International; thus, Well Feel and HSBC International are deemed to have an interest in the shares held by Silver Crown[142][143] Major Customers and Suppliers Provides information on the concentration of the group's major customers and suppliers - The five largest suppliers accounted for 43% of total purchases, with the largest supplier accounting for 14%[144][150] - The five largest customers accounted for less than 30% of total sales[144][150] - No Director, their close associates, or any shareholder holding 5% or more of the Company's shares had an interest in any of the five largest customers or suppliers[145][151] Pre-emptive Rights States that neither the company's articles of association nor Cayman Islands law mandates pre-emptive rights for new share issues - Neither the Company's articles of association nor the applicable laws of the Cayman Islands provide for pre-emptive rights requiring the Company to offer new shares pro-rata to existing shareholders[146][152] Purchase, Sale, or Redemption of the Company's Listed Securities Confirms no transactions involving the company's listed securities during the year and no treasury shares held - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[147][153] - As of March 31, 2025, the Company did not hold any treasury shares[147][153] Remuneration Policy Describes the remuneration policies for senior management and directors, including the role of the Remuneration Committee and the share option scheme - Remuneration policy for senior management is determined by the Remuneration Committee based on performance, qualifications, and capabilities[148][154] - Directors' remuneration is recommended by the Remuneration Committee to the Board, referencing company performance, individual performance, and market data[148][154] - The Company has adopted a share option scheme as an incentive for Directors and eligible employees[149][155] Sufficiency of Public Float Confirms the company maintained sufficient public float throughout the year as required by Listing Rules - Based on public information and to the best of the Directors' knowledge, the Company maintained sufficient public float as required by the Listing Rules throughout the year ended March 31, 2025, and up to the latest practicable date prior to the publication of this annual report[156][158] Auditor States that Ernst & Young audited the financial statements and will offer for re-appointment - The consolidated financial statements have been audited by Ernst & Young, who will retire at the Annual General Meeting and offer themselves for re-appointment[157][159] Corporate Governance Report Details the company's corporate governance framework, practices, and compliance with relevant codes Corporate Governance Culture Emphasizes the company's commitment to high ethical standards, integrity, transparency, and accountability - The Company is committed to operating its business with high ethical standards, upholding integrity, transparency, and accountability[162][164] - Corporate governance aims to deliver satisfactory and sustainable returns to shareholders, protect stakeholders' interests, manage business risks, provide quality products and services, and maintain high ethical standards[163][165] Corporate Governance Practices Affirms the company's adherence to high corporate governance standards and compliance with the Corporate Governance Code - The Company is committed to maintaining high standards of corporate governance to align with shareholders' interests[166][169] - The Company has applied the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[167][170] - The Board believes the Company has complied with all applicable code provisions throughout the year ended March 31, 2025[168][170] Model Code for Securities Transactions Confirms the adoption and compliance with the Model Code for Securities Transactions by Directors and a written guideline for employees - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[172][174] - All Directors confirmed compliance with the Model Code throughout the year ended March 31, 2025[172][174] - The Company has established written guidelines for employees, with terms no less stringent than the Model Code, and no non-compliance incidents were found[172][175] Board of Directors Describes the board's composition, responsibilities, and mechanisms for ensuring independence and effective leadership - The Board consists of 6 members: 2 Executive Directors, 1 Non-executive Director, and 3 Independent Non-executive Directors[178][179] - Chairman Mr. Cheng Chung Man is responsible for leading and managing the Board, while CEO Ms. Lam Yuk Sum is responsible for daily management, with clear segregation of duties[190][191][192][193] - The Company has complied with Listing Rules requirements for appointing at least 3 Independent Non-executive Directors and received annual independence confirmations from each[194][195][199] - The Company established a Board independence assessment mechanism in November 2022, and all Directors completed the assessment for the year ended March 31, 2025, with satisfactory results[200][201][202] Board Composition Details the board's membership and confirms the absence of significant relationships among members, except for a spousal relationship - The Board consists of 6 members: 2 Executive Directors, 1 Non-executive Director, and 3 Independent Non-executive Directors[178][179] - Except for Mr. Cheng Chung Man and Ms. Lam Yuk Sum being spouses, there are no other financial, business, family, or other material/relevant relationships among Board members[183][189] Chairman and Chief Executive Officer Clarifies the distinct roles and responsibilities of the Chairman and Chief Executive Officer to ensure balanced power - Chairman Mr. Cheng Chung Man is responsible for leading and managing the Board to ensure effective execution of Board functions[191] - Chief Executive Officer Ms. Lam Yuk Sum is responsible for the Company's daily management, executing strategies, objectives, and policies approved by the Board[192] - The roles of Chairman and Chief Executive Officer are distinct and held by different individuals, ensuring a balanced distribution of power and authority[190][193] Independent Non-executive Directors Confirms compliance with Listing Rules regarding the appointment and independence of independent non-executive directors - The Company has complied with Listing Rules requirements for appointing at least 3 Independent Non-executive Directors, with at least 1 possessing professional qualifications or financial management expertise[194][198] - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[195][199] Board Independence Assessment Describes the annual assessment mechanism for board independence and its satisfactory results for the current year - The Company established a Board independence assessment mechanism in November 2022 to review its independence annually[200][201] - All Directors completed the independence assessment for the year ended March 31, 2025, with satisfactory results[202] Non-executive Directors and Director Selection Outlines the terms of appointment for executive and non-executive directors and the rotation policy for re-election - Executive Directors' service agreements are for 3 years; Non-executive and Independent Non-executive Directors' letters of appointment are for 2 years[203] - All Directors must retire by rotation at least once every 3 years at the Annual General Meeting, and newly appointed Directors serve until the first Annual General Meeting after their appointment[204] Responsibilities, Accountability, and Contribution of the Board and Management Defines the board's oversight role in strategy and operations, and the delegation of daily management to the CEO and senior management - The Board is responsible for leading and overseeing the Company, setting corporate and strategic objectives, and supervising operational activities and financial performance[205][207] - All Directors genuinely fulfill their duties, comply with laws and regulations, make objective decisions, and act in the best interests of the Company and shareholders[208] - Daily management, administration, and operations are delegated to the Chief Executive Officer and senior management, with the Board regularly reviewing delegated functions and tasks[209][210] - All Directors have full and timely access to relevant information and advice from the Company Secretary and senior management, and can seek independent professional advice[211] Meeting Practices and Code Details the frequency, notice requirements, and record-keeping for board meetings, including conflict of interest procedures - The Board holds at least 4 regular meetings annually, with additional meetings arranged as needed[212][217] - Notice for regular Board meetings is issued at least 14 days in advance, with documents circulated at least 3 days prior[212][213][217][218] - The Company Secretary is responsible for keeping minutes of all Board and committee meetings, available for Directors' inspection[214][219] - Directors must abstain from voting and are not counted in the quorum for transactions where they or their associates have a material interest[215][219] Continuous Professional Development for Directors Emphasizes the importance of continuous professional development for directors and the company's support for their training - Directors should keep abreast of regulatory developments and changes, and participate in continuous professional development to update their knowledge and skills[220][222][225] - Newly appointed Directors receive formal, comprehensive, and specific induction to ensure understanding of the Company's business, Listing Rules, and Directors' duties[221] Director Training Types (as at March 31, 2025) | Director Name | Training Type | | :--- | :--- | | Mr. Cheng Chung Man | A, B | | Ms. Lam Yuk Sum | A, B | | Mr. Lam Man Tin | A, B | | Mr. Au Yeung Hau Cheong | A, B | | Mr. Cheng Man Lung | A, B | | Ms. Liu Shitong | A | | Mr. Yang Yongji | A, B | | Training Type Description | | | A | Attending training courses, including briefings, seminars, academic conferences, and workshops | | B | Reading relevant news releases, newspapers, journals, magazines, and related publications | Board Committees Describes the establishment and functions of the Remuneration, Nomination, and Audit Committees, highlighting their independent composition and resources - The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee, all with written terms of reference[226][230] - The majority of committee members are Independent Non-executive Directors, ensuring independent judgment[227][231] - Committees are provided with sufficient resources to perform their duties and can seek independent professional advice[228][232] Remuneration Committee Details the composition, functions, and activities of the Remuneration Committee in overseeing director and senior management remuneration - The Remuneration Committee comprises all Directors except Mr. Lam Man Tin, with a majority of Independent Non-executive Directors[233] - Its primary functions include advising the Board on remuneration policies, structures, and packages for Directors and senior management, ensuring transparency and fairness[234] - 5 meetings were held during the year, reviewing and recommending remuneration packages for Directors and senior management and 2024 bonuses[235][237] - Remuneration policy aims to ensure compensation is based on skills, knowledge, responsibilities, and involvement, referencing company performance, market rates, and individual performance[236][238] Senior Management Remuneration Provides a breakdown of senior management remuneration (excluding directors) by salary range Senior Management Remuneration (excluding Directors) | Remuneration Range | Number of Employees (2025) | | :--- | :--- | | Not exceeding HKD 1,000,000 | 4 | - Details of each Director's remuneration for the year ended March 31, 2025, are set out in Note 8 to the consolidated financial statements[240][242] Nomination Committee Describes the composition, responsibilities, and activities of the Nomination Committee in board structure and director selection - The Nomination Committee comprises all Directors except Mr. Lam Man Tin, with a majority of Independent Non-executive Directors[243] - Its primary responsibilities include reviewing Board structure, identifying qualified candidates, recommending Director appointments and succession plans, and assessing the independence of Independent Non-executive Directors[244] - 3 meetings were held during the year, addressing Director re-appointments, resignations, and new appointments, and reviewing Board structure and independence[245][249] Board Diversity Policy Explains the company's policy for board diversity, considering various factors, and its current assessment - The Company has adopted a Board Diversity Policy to ensure the Board possesses a diverse range of skills, experience, and perspectives to align with the Company's corporate strategy[250][251] - The Nomination Committee annually reviews the Board's structure, considering gender, age, cultural and educational background, professional qualifications, skills, knowledge, and regional and industry experience[251] - Currently, the Nomination Committee considers the Board to have sufficient diversity and effectiveness and has not yet set measurable objectives[253] Gender Diversity Presents statistics on gender diversity across the group's board, senior management, and other employees Group Employee Gender Ratio (as at the date of this Annual Report) | Category | Female (%) | Female (persons) | Male (%) | Male (persons) | | :--- | :--- | :--- | :--- | :--- | | Board of Directors | 33.3% | 2 | 66.7% | 4 | | Senior Management | 50% | 1 | 50% | 1 | | Other Employees | 86.9% | 740 | 13.1% | 112 | | Overall Employees | 86.4% | 743 | 13.6% | 117 | - The Board has achieved and considers the existing gender diversity satisfactory[259] Nomination Policy Outlines the policy for selecting and appointing directors, including criteria and procedures for new appointments and re-elections - The Nomination Policy aims to ensure the Board possesses the necessary and sustainable skills, experience, and diverse perspectives required by the Company[260][261][262] - Selection criteria include age, skills, knowledge, experience, professional qualifications, background, independence, time commitment, potential conflicts of interest, and length of service[263] - The new Director appointment process includes the Nomination Committee identifying candidates, assessment, recommendation to the Board, Board deliberation and decision, and formal appointment letter[264][265] - Board composition changed during the year: Mr. Yang Yongji resigned as Independent Non-executive Director, and Ms. Liu Shitong was appointed[266][270] Audit Committee Describes the composition, responsibilities, and activities of the Audit Committee in overseeing financial reporting and internal controls - The Audit Committee comprises all 3 Independent Non-executive Directors, with the Chairman possessing professional qualifications and accounting expertise[271] - Its primary responsibilities include overseeing the relationship with external auditors, reviewing financial information, supervising financial reporting and internal control systems, and reviewing the internal audit function[272] - 5 meetings were held during the year, reviewing annual and interim results, audit scope, effectiveness of internal control systems, and internal audit plan[273][277] - No disagreement between the Board and the Audit Committee regarding the re-appointment of external auditors[275][276] Corporate Governance Functions States the board's responsibility for corporate governance functions, including reviewing policies, training, and compliance - The Board is responsible for performing the functions set out in the Corporate Governance Code[278][279] - The Board has reviewed the Company's corporate governance policies and practices, training for Directors and senior management, compliance with legal and regulatory policies, compliance with the Model Code and employee written guidelines, and the Company's compliance with the Corporate Governance Code and disclosures in this report[280] Attendance Record of Directors and Committee Members Provides a table of attendance records for directors at board, committee, and general meetings Attendance Record of Directors and Committee Members (as at March 31, 2025) | Director Name | Board | Remuneration Committee | Nomination Committee | Audit Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Cheng Chung Man | 24/24 | 5/5 | 3/3 | Not Applicable | 1/1 | | Ms. Lam Yuk Sum | 24/24 | 5/5 | 3/3 | Not Applicable | 1/1 | | Mr. Lam Man Tin | 17/24 | Not Applicable | Not Applicable | Not Applicable | 1/1 | | Mr. Au Yeung Hau Cheong | 17/24 | 5/5 | 3/3 | 5/5 | 1/1 | | Mr. Cheng Man Lung | 16/24 | 5/5 | 3/3 | 4/5 | 1/1 | | Ms. Liu Shitong | 5/9 | 2/2 | 1/1 | 2/2 | Not Applicable | | Mr. Yang Yongji | 12/15 | 3/3 | 2/2 | 3/3 | 1/1 | - The Chairman held 1 meeting with Independent Non-executive Directors during the year, with Executive and Non-executive Directors absent[283] Directors' Responsibilities for the Consolidated Financial Statements Confirms directors' responsibility for preparing fair financial statements and assessing the group's going concern ability - Directors confirm their responsibility for preparing the consolidated financial statements for the year ended March 31, 2025, ensuring they present a true and fair view and comply with statutory requirements and accounting standards[285][288] - Given the Group recorded a net loss of HKD 125 million and current liabilities exceeded current assets by HKD 121 million, Directors have prudently assessed the going concern ability[290] - Directors believe that, after considering implemented or ongoing measures, the Group will have sufficient working capital to fund operations and meet financial obligations for at least the next 12 months, thus preparing financial statements on a going concern basis is appropriate[291] - Independent auditor Ernst & Young issued an unmodified opinion with a material uncertainty related to going concern[292] Auditor's Remuneration Details the fees paid to the external auditor, Ernst & Young, for audit and non-audit services Auditor's Remuneration (as at March 31, 2025) | Service Category | Fees Paid/Payable (HKD thousands) | | :--- | :--- | | Audit Services | 2,100 | | Non-audit Services – Tax Services | 164 | | Non-audit Services – Other Professional Services | 244 | | Total | 2,508 | Risk Management and Internal Control Describes the group's approach to enterprise risk management, internal audit, and anti-corruption policies - Enterprise risk management is crucial for achieving the Group's strategic objectives; the Board and management are responsible for identifying, analyzing, managing, and mitigating risks[297][298] - The Board, through the Audit Committee, annually assesses the effectiveness of risk management and internal control systems, covering financial, operational, and compliance controls[301][304] - The Company has an internal audit department responsible for independently reviewing the adequacy and effectiveness of risk management and internal control systems, with satisfactory review results[302][305] - The Risk Management Team (RMT), comprising management and senior management members, monitors Group risks and reports significant matters to the Board[303][306][307] - The Company has a whistleblowing policy and anti-corruption policy, providing confidential channels for employees to report misconduct; no bribery or corruption violations were found this year[309][312][313] - The Company adopted a disclosure policy in August 2013, providing guidance to Directors, management, and employees on handling confidential information and information disclosure[310][314] Company Secretary Reports the change in company secretary and confirms compliance with qualification requirements - Ms. Wong Chi Ying resigned as Company Secretary on February 1, 2025, and Ms. Chow Man Yee was appointed on the same day[316][320] - Both individuals meet the qualification and training requirements of the Listing Rules[316][320] Shareholders' Rights Explains how the company protects shareholder rights, including voting procedures, calling extraordinary general meetings, and making inquiries - The Company protects shareholders' interests by proposing separate resolutions for each material matter at general meetings and voting by poll, with results published on the Company's and HKEX websites[317][321] - Shareholders can request an Extraordinary General Meeting under Article 64 of the Company's Articles of Association, requiring one or more shareholders holding at least one-tenth of the Company's share capital[318][322] - Shareholders intending to propose a resolution can request a general meeting according to procedures[323][328] - Shareholders can send written inquiries to the Company's Board; the Company generally does not handle verbal or anonymous inquiries[325][326][330] Investor Relations Describes the company's commitment to transparent communication with shareholders and investors through various channels - The Company is committed to maintaining high transparency in communication with shareholders and investors, providing timely business information through annual reports, interim reports, announcements, and other corporate communications[335][339] - The Company encourages shareholders to attend general meetings; the Board Chairman and chairmen (or their representatives) of each committee attend to answer questions[336][340] - The Company's website (www.irasia.com/listco/hk/veeko/index.htm) publishes the latest information, company structure, Board, announcements, financial data, etc[337][341] - The Company has an Investor Communication Policy to facilitate effective communication with shareholders and other stakeholders and encourages active engagement with the Company[343][347] Constitutional Documents Confirms no changes to the company's articles of association during the year and availability of the latest version - No changes to the Company's Articles of Association during the review year[338][342] - The latest version of the Company's Memorandum and Articles of Association is available on the Company's and HKEX websites[338][342] Dividend Policy States the company's dividend policy, which does not include a predetermined payout ratio, and depends on financial conditions - The Company has adopted a dividend policy but has no predetermined payout ratio[361] - Dividend payments depend on the Company's and Group's financial condition and the conditions and factors outlined in the dividend policy; any final dividend requires shareholder approval[361] Independent Auditor's Report Presents the auditor's opinion on the consolidated financial statements, including key audit matters and going concern Opinion States Ernst & Young's unmodified opinion on the consolidated financial statements for the year ended March 31, 2025 - Ernst & Young issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025[362][364] - The consolidated financial statements present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance[362][364] Basis for Opinion Explains that the audit was conducted according to Hong Kong Auditing Standards, with the auditor maintaining independence and professional ethics - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA[365][368] - The auditor is independent of the Group and has fulfilled other ethical responsibilities under the Code of Ethics for Professional Accountants[365][368] Material Uncertainty Related to Going Concern Highlights the significant uncertainty regarding the group's ability to continue as a going concern due to net loss and negative working capital Going Concern Related Financial Data | Indicator | March 31, 2025 (HKD thousands) | | :--- | :--- | | Net Loss | 124,767 | | Current Liabilities Exceed Current Assets | 120,964 | - A material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern[366][369] - The auditor's opinion on this matter is not modified[366][369] Key Audit Matters Identifies the most significant audit matters, including impairment assessments of PPE and ROU assets, and valuation of investment properties - Key audit matters include impairment assessment of identified property, plant and equipment (PPE) and right-of-use assets (ROU assets)[371][374] - Key audit matters include valuation of investment properties[377][378] - These matters involve management judgment and estimation uncertainty[374][378] Impairment Assessment of Identified Property, Plant and Equipment and Right-of-Use Assets Details the impairment assessment for PPE and ROU assets, noting the book values, impairment losses, and key estimation parameters Book Value and Impairment of Identified PPE and ROU Assets (as at March 31, 2025) | Indicator | March 31, 2025 (HKD thousands) | | :--- | :--- | | Identified PPE Book Value | 4,351 | | Identified ROU Assets Book Value | 87,831 | | Identified PPE Impairment Loss | 482 | | Identified ROU Assets Impairment Loss | 5,495 | - Impairment assessment is based on discounted cash flow forecasts, with key input parameters including forecast turnover, gross margin, and discount rate, involving inherent valuation uncertainty[373][374] Valuation of Investment Properties Explains the valuation process for investment properties, their book value, and the reliance on independent valuers and key parameters Book Value of Investment Properties (as at March 31, 2025) | Indicator | March 31, 2025 (HKD thousands) | Percentage of Total Assets | | :--- | :--- | :--- | | Investment Properties Book Value | 513,552 | 63.2% | - Valuation is determined by independent qualified valuers, relying on key input parameters such as capitalization rates, market monthly rents, and transaction prices of similar properties, involving inherent valuation uncertainty[378] Other Information Included in the Annual Report Clarifies the directors' responsibility for other information in the annual report and the auditor's review scope - The Company's Directors are responsible for other information in the annual report[381][385] - The auditor does not express an assurance conclusion on other information but reviews it for material inconsistencies or misstatements with the consolidated financial statements[382][386] Directors' Responsibilities for the Consolidated Financial Statements Reaffirms the directors' responsibility for preparing true and fair financial statements, maintaining internal controls, and assessing going concern - The Company's Directors are responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, and ensuring internal controls are sufficient to prevent material misstatement[383][387] - Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing related matters where applicable, and using the going concern basis of accounting[388] - Directors fulfill their oversight responsibilities for the Group's financial reporting process with the assistance of the Audit Committee[384][389] Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Outlines the auditor's objectives and responsibilities in conducting the audit, including professional judgment and communication with the Audit Committee - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit opinion[390][391] - The auditor exercises professional judgment and maintains professional skepticism throughout the audit, identifying and assessing risks of material misstatement, understanding internal controls, and evaluating the appropriateness of accounting policies and estimates[393][394][395] - The auditor communicates with the Audit Committee regarding the planned scope, timing, and significant audit findings, including any significant deficiencies in internal control[400] - The auditor submits an independence declaration to the Audit Committee and communicates all relationships and other matters that may affect independence[401] Consolidated Statement of Profit or Loss and Other Comprehensive Income Presents the group's financial performance for the year, showing revenue, gross profit, and a significant increase in net loss Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Turnover | 481,484 | 586,710 | -105,226 | | Cost of sales | (260,316) | (327,389) | +67,073 | | Gross profit | 221,168 | 259,321 | -38,153 | | Other income and gains, net | 15,161 | 18,034 | -2,873 | | Selling and distribution costs | (206,319) | (214,516) | +8,197 | | Administrative expenses | (67,327) | (68,925) | +1,598 | | Net fair value change of investment properties | (40,918) | 5,324 | -46,242 | | Finance costs | (39,781) | (34,805) | -4,976 | | Loss before tax | (123,993) | (38,411) | -85,582 | | Income tax expense | (774) | (1,632) | +858 | | Loss for the year | (124,767) | (40,043) | -84,724 | | Property revaluation surplus (net of deferred tax) | 1,606 | 60,168 | -58,562 | | Exchange differences on translation of foreign operations | (963) | (4,579) | +3,616 | | Total comprehensive loss for the year | (124,124) | 15,546 | -139,670 | | Basic loss per share (HK cents) | (4.955) | (1.590) | -3.365 | Consolidated Statement of Financial Position Provides a snapshot of the group's assets, liabilities, and equity as of March 31, 2025, indicating liquidity challenges Consolidated Statement of Financial Position Key Data | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Investment properties | 513,552 | 552,651 | -39,099 | | Property, plant and equipment | 16,002 | 18,517 | -2,515 | | Right-of-use assets | 89,929 | 127,848 | -37,919 | | Total non-current assets | 629,042 | 712,173 | -83,131 | | Inventories | 120,605 | 106,501 | +14,104 | | Trade receivables | 1,957 | 5,969 | -4,012 | | Cash and cash equivalents | 13,126 | 8,537 | +4,589 | | Total current assets | 182,911 | 155,427 | +27,484 | | Trade payables | 23,555 | 30,620 | -7,065 | | Interest-bearing bank borrowings | 178,095 | 390,454 | -212,359 | | Lease liabilities (current) | 64,544 | 78,103 | -13,559 | | Total current liabilities | 303,875 | 543,183 | -239,308 | | Net current liabilities | (120,964) | (387,756) | +266,792 | | Other borrowings (non-current) | 369,100 | 37,450 | +331,650 | | Lease liabilities (non-current) | 37,458 | 60,508 | -23,050 | | Total non-current liabilities | 428,801 | 121,096 | +307,705 | | Net assets | 79,277 | 203,321 | -124,044 | | Share capital | 25,180 | 25,180 | 0 | | Reserves | 54,097 | 178,141 | -124,044 | | Total equity | 79,277 | 203,321 | -124,044 | Consolidated Statement of Changes in Equity Shows the changes in the group's equity during the year, primarily driven by the net loss Consolidated Statement of Changes in Equity Key Data | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share Capital | 25,180 | 25,180 | 0 | | Share Premium | 211,064 | 211,0