朗华国际集团(08026) - 2025 - 年度财报

Corporate Information This section provides an overview of the company's fundamental details, including its registration, listing status, key management, and banking relationships Company Basic Information Langhua International Group, a Cayman Islands-registered company listed on HKEX GEM, is led by Chairman Mr. Zhang Chunhua and CEO Ms. Zhang Chunping - The company is registered in the Cayman Islands and its shares are listed on HKEX GEM[3][7] - Executive Directors include Mr. Zhang Chunhua (Chairman) and Ms. Zhang Chunping (Chief Executive Officer)[11][12] - The independent auditor is Zhubaoxinqin Certified Public Accountants Limited[13][15] Principal Banks and Stock Code The company's principal banks include Brillink Bank Corporation Limited (Kazakhstan) and China CITIC Bank International Limited (Hong Kong), with stock code 8026 - Principal banks include Brillink Bank Corporation Limited and China CITIC Bank International Limited[16][17] - The company's stock code is 8026[16][17] Chairman's Statement This statement highlights the Group's annual financial performance, business achievements, and strategic outlook for the upcoming year Annual Results and Business Highlights For the fiscal year ended March 31, 2025, the Group's revenue from continuing operations increased by 17.7% to approximately HK$107 million, driven by property management services, while gold and jewelry trading and lending businesses declined Continuing Operations Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 107,372,000 | 91,254,000 | 17.7% | - Property management services revenue grew steadily, offsetting declines in gold and jewelry trading and lending businesses[19][21] - Langhua Property focuses on property management for production-oriented industrial parks, offering IoT technology R&D and application solutions[20][22] - Langhua Property manages 3 million square meters of industrial parks and was recognized as a "Leading Enterprise in Industrial Park Property Services in the Greater Bay Area" in 2024[23][26] - Gold and jewelry business transaction volume decreased, primarily due to persistently high gold prices affecting consumer confidence[24][26] - Lending business revenue decreased, reflecting weak lending demand and a conservative lending environment[24][26] Future Outlook and Acknowledgements The Group plans to steadily develop existing businesses, seek attractive investment opportunities, diversify revenue, and improve profitability while maintaining a prudent approach to liquidity - The Group will steadily develop existing businesses, strengthen its business focus, and seek attractive investment opportunities[25][26] - The goal is to continuously diversify revenue sources, expand income, and improve profitability[25][26] - The company will adopt a prudent approach, balancing business development progress with liquidity status to build a solid foundation for long-term development[25][26] Management Discussion and Analysis This section provides an in-depth review of the Group's operational performance, financial position, and future strategic direction FINANCIAL REVIEW, BUSINESS PERFORMANCE AND OUTLOOK This section details the Group's financial performance for the year ended March 31, 2025, covering revenue growth, cost structure changes, expense variations, balance sheet movements, liquidity, capital structure, and significant investments Revenue Group revenue for the year ended March 31, 2025, was approximately HK$107 million, a 17.7% increase year-on-year, primarily driven by strong expansion in property management services and trading business, offsetting declines in gold and jewelry and lending Group Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 107,372,000 | 91,254,000 | 17.7% | - Revenue growth was primarily driven by the strong expansion of property management services and trading business[32][36] - Revenue from the gold and jewelry and lending segments decreased due to high gold prices and reduced loan demand[32][36] Cost of sales and gross profit margin Cost of sales increased by 19.2% to approximately HK$86.318 million, with overall gross profit margin slightly decreasing to 19.6%, influenced by the high margin of property management (93.5%) and lower margins of gold/jewelry (1.7%) and trading (0.8%) Cost of Sales and Gross Profit Margin Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of sales | 86,318,000 | 72,408,000 | 19.2% | | Overall gross profit margin | 19.6% | 20.7% | -1.1% | | Property management business gross profit margin | 93.5% | 93.4% | 0.1% | | Gold and jewelry business gross profit margin | 1.7% | 0.7% | 1.0% | | Trading business gross profit margin | 0.8% | N/A | N/A | Other gains and losses, net Net other gains and losses for the year were approximately HK$0.343 million in gains, a decrease of approximately HK$8.832 million compared to 2024, mainly due to reduced fair value changes in financial liabilities at fair value through profit or loss Other Gains and Losses, Net Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Other gains and losses, net | 343,000 (gain) | 8,489,000 (loss) | Decrease 8,832,000 | - The decrease was mainly due to reduced fair value changes in financial liabilities at fair value through profit or loss[34][38] Selling expenses Selling expenses slightly increased to approximately HK$0.043 million, primarily due to increased marketing and promotion expenses for the gold and jewelry trading and retail business Selling Expenses Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Selling expenses | 43,000 | 39,000 | Increase 4,000 | - The increase was mainly due to increased marketing and promotion expenses for the gold and jewelry trading and retail business[35][39] Administrative expenses Administrative expenses significantly decreased by approximately HK$26.803 million to HK$10.765 million, primarily due to a one-off employee share award scheme expense in FY2024, and reduced audit fees, depreciation of right-of-use assets, and legal and professional fees Administrative Expenses Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Administrative expenses | 10,765,000 | 37,568,000 | Decrease 26,803,000 | - Mainly due to a one-off employee share award scheme expense of HK$20,503,000 in FY2024[40][45] - Audit fees decreased by HK$965,000, depreciation of right-of-use assets decreased by HK$845,000, and legal and professional fees decreased by HK$2,211,000[40][45] Finance costs Finance costs slightly increased by approximately HK$0.013 million to HK$0.497 million, primarily due to interest on borrowings commencing in May 2023 Finance Costs Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Finance costs | 497,000 | 484,000 | Increase 13,000 | - The increase was mainly due to interest on borrowings commencing in May 2023[41][46] Impairment losses recognised under expected credit loss model, net of reversal For the year ended March 31, 2025, net impairment loss reversal under the expected credit loss model was approximately HK$2.445 million, compared to an impairment loss of HK$23.803 million recognized in 2024 Impairment Losses Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Impairment losses (reversal)/recognition | 2,445,000 (reversal) | 23,803,000 (recognition) | Income tax expense Income tax expense decreased from approximately HK$3.053 million in 2024 to HK$2.318 million in 2025, primarily due to reduced corporate income tax for the property management services business Income Tax Expense Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Income tax expense | 2,318,000 | 3,053,000 | Decrease 735,000 | - The decrease was mainly due to reduced corporate income tax for the property management services business[43][48] Discontinued operation The disposal of the fintech business was completed on October 5, 2023, resulting in zero loss from discontinued operations for the year ended March 31, 2025 (compared to HK$21.505 million in 2024) Loss from Discontinued Operations Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Loss from discontinued operations | 0 | 21,505,000 | - The disposal of the fintech business was completed on October 5, 2023[44][49] Result for the year The Group recorded a net profit of approximately HK$10.219 million for the year ended March 31, 2025, compared to a loss of approximately HK$76.095 million in the prior year, primarily driven by operating profit from property management and impairment loss reversal in gold and jewelry Annual Results Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Net profit/(loss) | 10,219,000 (profit) | 76,095,000 (loss) | - Profit primarily includes operating profit from the property management business of HK$15,796,000[50][57] - Reversal of impairment loss under the expected credit loss model for the gold and jewelry business of HK$3,175,000[50][57] - Offset by operating expenses of the holding company of HK$7,095,000 and Group income tax of HK$2,318,000[50][57] Dividend The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025 - The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025[51][58] Leases As of March 31, 2025, the Group did not recognize any right-of-use assets or lease liabilities in the consolidated statement of financial position, as all previous leases had expired - As of March 31, 2025, all previous leases had expired, and the Group did not recognize any right-of-use assets or lease liabilities[52][59] Goodwill As of March 31, 2025, the Group recognized goodwill of HK$1.823 million, primarily due to the acquisition of Hong Kong Letu Holdings Limited during the year Goodwill Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Goodwill | 1,823,000 | 0 | - The increase in goodwill was mainly due to the acquisition of Hong Kong Letu Holdings Limited during the year[53][60] Inventories As of March 31, 2025, inventories increased by HK$2.928 million (compared to HK$2.681 million in 2024), primarily due to rising gold prices Inventories Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Inventories | 2,928,000 | 2,681,000 | - The increase in inventories was mainly due to rising gold prices[54][61] Trade receivables and trade payables As of March 31, 2025, both trade receivables (HK$29.206 million) and trade payables (HK$24.638 million) significantly increased from the previous fiscal year, primarily due to trading business transactions completed during the year Trade Receivables/Payables Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Trade receivables | 29,206,000 | N/A (significant increase) | | Trade payables | 24,638,000 | N/A (significant increase) | - The increase was mainly due to trading transactions completed during the year[55][62] Loan receivables As of March 31, 2025, loan receivables were HK$3.836 million (compared to HK$10.491 million in 2024), with a full expected credit loss provision of HK$3.836 million recognized, resulting in a net book value of zero at the reporting date Loan Receivables Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Loan receivables | 3,836,000 | 10,491,000 | | Expected credit loss provision | 3,836,000 | N/A | | Net book value | 0 | N/A | - A full expected credit loss provision was recognized based on credit and impairment assessments, resulting in a net book value of zero at the reporting date[56][63] Amounts due from/to related companies As of March 31, 2025, both amounts due from and to related companies decreased from the previous fiscal year, with the decrease in amounts due to related companies primarily due to the repayment of HK$12.09 million in loans during the year - Amounts due from and to related companies both decreased compared to the previous fiscal year[64][70] - The decrease in amounts due to related companies was mainly due to the repayment of HK$12,090,000 in loans during the year[64][70] Contract liabilities As of March 31, 2025, contract liabilities decreased by HK$0.377 million (compared to HK$4.314 million in 2024), primarily due to a decrease in prepayments received from customers for goods sold Contract Liabilities Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Contract liabilities | 377,000 | 4,314,000 | - The decrease was mainly due to reduced prepayments received from customers for goods sold[65][71] Contingent consideration payable Contingent consideration payable refers to amounts related to the acquisition of Hong Kong Letu Holdings Limited, detailed in Note 30 to the consolidated financial statements - Contingent consideration payable refers to the acquisition of Hong Kong Letu Holdings Limited[66][72] Total equity As of March 31, 2025, the Group's total equity increased by approximately HK$9.974 million to HK$334.066 million, a 3.1% increase from March 31, 2024, primarily attributable to the profit for the year Total Equity Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Total equity | 334,066,000 | 324,092,000 | 3.1% | - The increase was mainly due to the profit for the year[67][73] Liquidity and financial resources The Group maintains a prudent cash and financial management policy, with cash and cash equivalents totaling approximately HK$27.315 million as of March 31, 2025, an increase primarily due to new cash inflows from property management and net cash from subsidiary disposal, partially offset by advances from related companies Cash and Cash Equivalents Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Total cash and cash equivalents | 27,315,000 | 15,248,000 | - The increase was mainly due to new cash inflows from the property management business of HK$16,039,000[69][74] - Net cash inflow from the disposal of a subsidiary of HK$5,200,000, offset by advances from related companies of HK$7,361,000[69][74] Treasury policies and foreign currency exchange exposure The Group adopts a prudent treasury policy, with most transactions, monetary assets, and liabilities denominated in USD, RMB, and HKD, resulting in immaterial foreign currency exchange risk, and no hedging activities were undertaken during the year - Most transactions, monetary assets, and liabilities are denominated in USD, RMB, and HKD, making foreign currency exchange risk immaterial[76][82] - Cash is primarily held in banks in Kazakhstan, China, and Hong Kong, with no related hedging undertaken during the year[77][82] Charges on Group's assets As of March 31, 2025, and March 31, 2024, the Group had no charges on its assets - As of March 31, 2025, and March 31, 2024, the Group had no charges on its assets[78][83] Contingent liabilities As of March 31, 2025, the Group had no significant contingent liabilities other than contingent consideration payable - As of March 31, 2025, the Group had no significant contingent liabilities other than contingent consideration payable[79][83] Capital Commitments As of March 31, 2025, the Group had no significant capital commitments - As of March 31, 2025, the Group had no significant capital commitments[80][84] Significant investments, acquisitions or disposals As of March 31, 2025, the Group held a 48.0% equity interest in Zhilang Holdings with a fair value of approximately HK$240 million, which decreased by HK$0.06 million during the year. On December 30, 2024, the Group acquired a 51% equity interest in Hong Kong Letu Holdings Limited, with no other significant acquisitions or disposals during the year Investment in Zhilang Holdings Limited | Indicator | March 31, 2025 (HK$) | March 31, 2024 (HK$) | | :--- | :--- | :--- | | Equity interest | 48.0% | N/A | | Fair value | 240,934,000 | 240,994,000 | | Fair value change (YTD) | -60,000 | N/A | - Zhilang Holdings and its subsidiaries primarily engage in fintech business, information transmission, software, and information technology services[81][85] - On December 30, 2024, the company's wholly-owned subsidiary, Langhua International Services Holdings Limited, acquired a 51% equity interest in Hong Kong Letu Holdings Limited[89][91] Capital structure and use of proceeds The Group's capital structure is robust, with total equity of approximately HK$334 million as of March 31, 2025, a 3.1% increase year-on-year. Cash and cash equivalents totaled approximately HK$27.315 million. The current ratio was 2.66, quick ratio 2.61, and asset-to-liability ratio was in a net cash position. No significant changes to the capital structure occurred during the year, and all proceeds were fully utilized before April 1, 2024 Key Capital Structure Metrics Comparison | Indicator | March 31, 2025 | March 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total equity | HK$334,066,000 | HK$324,092,000 | 3.1% | | Cash and cash equivalents | HK$27,315,000 | HK$15,428,000 | 77.0% | | Current ratio | 2.66 | 2.99 | -11.0% | | Quick ratio | 2.61 | 2.92 | -10.6% | | Asset-to-liability ratio | Net cash position | 4.7% | N/A | - No significant changes to the capital structure occurred during the year[95][96] - Proceeds were fully utilized before April 1, 2024, with no proceeds received or utilized during the year[103][105] Share award scheme The company adopted and manages the Langhua International Share Award Scheme to incentivize and reward eligible participants contributing to the Group's success, approved by shareholders on March 18, 2024, for a 10-year term, with an authorized limit of 10% of total issued shares - The company adopted and manages the Langhua International Share Award Scheme, aimed at incentivizing and rewarding eligible participants[99][104] - The scheme was approved by shareholders on March 18, 2024, for a 10-year term, replacing the 2021 scheme[100][101][104] - The authorized limit for the scheme is 10% of the total issued shares[102][104] EMPLOYEE AND REMUNERATION POLICY As of March 31, 2025, the Group had 42 employees (36 in 2024), with total staff costs decreasing to approximately HK$7.078 million due to reduced costs from the fintech business and the employee share award scheme. Remuneration policy is based on performance and market conditions, including benefits like medical, pension, share options, and training Employee Count and Costs Comparison | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total employees | 42 persons | 36 persons | | Total staff costs | HK$7,078,000 | HK$29,121,000 | - Staff costs decreased mainly due to reduced costs from the fintech business and the employee share award scheme[106][110] - Remuneration policy is determined based on individual performance and market conditions, with benefits including medical, pension, share options, and training[107][110] - The company adopted the Langhua International Share Award Scheme and Zhilang Holdings Share Award Scheme to incentivize and retain talent[108][109][111][112] BUSINESS REVIEW AND OUTLOOK This section reviews the performance and future outlook of the Group's key business segments, including gold and jewelry, property management, lending, and the newly launched trading business, outlining their operating strategies and market influences Gold and jewellery business Gold and jewelry business revenue decreased by approximately HK$10.843 million to HK$60.967 million in 2025 from HK$71.81 million in 2024, primarily due to persistently high international gold prices dampening consumer sentiment. The Group plans to expand in South China and increase sales to high-end corporate clients Gold and Jewelry Business Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Revenue | 60,967,000 | 71,810,000 | Decrease 10,843,000 | - Revenue decline was mainly due to persistently high international gold prices, which weakened consumer purchasing sentiment[118][121] - The Group plans to seek more jewelry wholesalers in the South China region to expand sales channels[116][117] - Efforts will be made to increase the sales proportion to high-end corporate clients to boost jewelry sales and create profit[116][117] Property management business Property management business revenue increased by approximately HK$3.362 million to HK$20.345 million in 2025 from HK$16.983 million in 2024, primarily due to an increase of 650,000 square meters in managed area in Foshan. Langhua Property focuses on industrial park management, applying IoT, big data, and AI technologies, and plans to seek strategic opportunities for service expansion Property Management Business Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Revenue | 20,345,000 | 16,983,000 | Increase 3,362,000 | - Revenue growth was mainly due to an increase of 650,000 square meters in managed area in Foshan[125][130] - Langhua Property specializes in property management for production-oriented industrial parks, providing IoT technology R&D and application solutions[120][122] - The company has completed its smart park digital twin control system, customer management SaaS, and IoT BIM5 unified management platform[124][130] - Future plans include continuously seeking strategic business opportunities to expand service scope and deepen customer relationships[126][130] Lending business Lending business revenue decreased by approximately HK$1.687 million to HK$0.774 million in 2025 from HK$2.461 million in 2024, primarily due to reduced loan amounts and a decrease in borrowers from six to four. The Group primarily offers short-term loans (30-60 days) at 5-8% interest, with strict credit assessment and monitoring Lending Business Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Revenue | 774,000 | 2,461,000 | Decrease 1,687,000 | - Revenue decline was mainly due to reduced loan amounts and a decrease in borrowers from 6 to 4[152][156] - The Group primarily provides short-term loans of 30 to 60 days, with interest rates ranging from 5% to 8% per annum[133][135] - Strict credit assessment procedures are implemented, including background checks, financial information review, and asset valuation[134][136] - Borrowers' manufacturing and sales orders are regularly reviewed to monitor loan status and ensure recoverability[140][145] Loan Receivables Aging Analysis (before credit loss provision) | Aging | March 31, 2025 (HK$) | | :--- | :--- | | 181 days to 365 days | 3,836,000 | | Total | 3,836,000 | Trading business Trading business revenue recorded a significant increase, generating approximately HK$25.286 million in revenue, primarily due to new trading activities undertaken during the year, with no comparable activities in the previous fiscal year Trading Business Revenue | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Revenue | 25,286,000 | 0 | - Revenue significantly increased mainly due to new trading activities undertaken during the year[154][156] Directors and Senior Management This section outlines the composition of the Board of Directors and the key members of the senior management team, detailing their roles and professional backgrounds Executive Directors and Independent Non-Executive Directors The Board comprises Executive Directors Mr. Zhang Chunhua (Chairman) and Ms. Zhang Chunping (CEO), and Independent Non-Executive Directors Ms. Chan Mei Yan, Ms. Wong King Shu, and Mr. Pang Ngan, all possessing extensive professional and industry experience - Executive Director: Mr. Zhang Chunhua (Chairman), responsible for overall corporate strategy and business development, with over 18 years of experience in supply chain management[157][159][161] - Executive Director: Ms. Zhang Chunping (Chief Executive Officer), with over 18 years of financial management experience in China, responsible for overseeing financial operations[160][162] - Independent Non-Executive Director: Ms. Chan Mei Yan, with over 20 years of financial experience in international accounting firms, multinational corporations, and Hong Kong listed companies[163][165] - Independent Non-Executive Director: Ms. Wong King Shu, Executive Director and Chairman of Greenview (China) Real Estate Investment Limited since 2014, responsible for overall business development[164][166] Senior Management Senior management includes Mr. Chan Kwun Fat, Chief Financial Officer, Company Secretary, and Authorized Representative, who possesses over 20 years of experience in capital markets, accounting, finance, investment, and corporate management, holding an MBA from Hong Kong Polytechnic University and a Bachelor of Accountancy from Lingnan University - Senior Management: Mr. Chan Kwun Fat, serving as Chief Financial Officer, Company Secretary, and Authorized Representative, with over 20 years of experience in capital markets, accounting, finance, investment, and corporate management[168][170] - Mr. Chan Kwun Fat holds an MBA in Financial Services from Hong Kong Polytechnic University and a Bachelor of Accountancy from Lingnan University[168][170] Report of the Directors This report provides an overview of the company's principal activities, financial performance, and key corporate governance matters for the year Principal Activities, Segment Information, Results and Dividends The company's principal activity is investment holding, with details of major subsidiary businesses in Note 37 to the consolidated financial statements, and revenue and results analysis in Note 5. The Board does not recommend any dividend for the year ended March 31, 2025 - The company's principal activity is investment holding[172][177] - Group revenue and results analysis are detailed in Note 5 to the consolidated financial statements[173][178] - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[174][179] Summary Financial Information For the year ended March 31, 2025, the Group reported revenue of HK$107.372 million, profit before tax of HK$12.537 million, and profit for the year of HK$10.219 million, with net assets and total equity both at HK$334.066 million Five-Year Performance Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | 2021 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 107,372 | 91,254 | 108,324 | 88,013 | 65,369 | | Profit/(Loss) before tax | 12,537 | (51,537) | (10,651) | (16,229) | (13,531) | | Profit/(Loss) for the year | 10,219 | (76,095) | (43,386) | (43,915) | (36,239) | Five-Year Assets and Liabilities Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | 2021 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Current assets | 144,805 | 122,697 | 179,596 | 164,224 | 162,037 | | Current liabilities | (54,462) | (41,100) | (71,320) | (96,299) | (10,288) | | Net assets | 334,066 | 324,092 | 66,162 | 85,059 | 90,181 | | Total equity | 334,066 | 324,092 | 66,162 | 85,059 | 90,181 | Movements in Property, Share Capital and Share Options This section discloses details of changes in the Group's property, plant and equipment, intangible assets, share capital, and share options during the year. The company's articles of association or Cayman Islands law contain no pre-emptive rights provisions, and no listed securities were purchased, redeemed, or sold by the company or its subsidiaries during the year - Details of movements in property, plant and equipment, intangible assets, share capital, and share options are provided in Notes 15, 17, 33, and 34 to the consolidated financial statements[189][190][191][195][196][197] - There are no pre-emptive rights provisions in the company's articles of association or Cayman Islands law[192][198] - No listed securities were purchased, redeemed, or sold by the company or any of its subsidiaries during the year[193][199] Reserves, Major Customers and Connected Transactions As of March 31, 2025, the company had no distributable reserves. During the year, sales to the top five customers accounted for approximately 67% of total sales, with the largest customer contributing 24%. Purchases from the top five suppliers accounted for approximately 99% of total purchases, with the largest supplier contributing 70%. The Group entered into a master service agreement with Mr. Zhang and his associates for property management and value-added services, constituting continuing connected transactions - As of March 31, 2025, the company had no distributable reserves[201][206] Major Customers and Suppliers Proportion | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Top five customers sales proportion | 67% | 84% | | Largest customer sales proportion | 24% | 65% | | Top five suppliers purchases proportion | 99% | 99% | | Largest supplier purchases proportion | 70% | 99% | - The Group entered into a master service agreement with Mr. Zhang and his associates to provide property management and value-added services, constituting continuing connected transactions[205][208] - The 2025 master service agreement has a three-year term (January 1, 2026, to December 31, 2028), with an annual cap of HK$9,999,999, exempt from circular and shareholder approval requirements[216][217] Social Responsibility and Environmental Policy The Group is committed to environmental sustainability, operating prudently, and implementing measures like recycling and eco-friendly stationery to conserve resources and reduce waste. The company maintains continuous dialogue with stakeholders, values employee development and workplace safety, actively contributes to local communities, and complies with laws and regulations - The Group is committed to environmental sustainability, using resources more efficiently and reducing waste through measures like recycling and eco-friendly stationery[221][226] - Continuous close contact is maintained with stakeholders including customers, employees, regulators, and the public[223][228] - The company values loyal and diligent employees, adopts non-discriminatory recruitment and employment codes, and is committed to providing a safe and healthy working environment[224][229] - Employees are encouraged to build close relationships with charitable teams, schools, and other organizations to help establish a more economically sustainable local environment[225][230] Board Members and Remuneration The Board members include Executive Directors Mr. Zhang Chunhua and Ms. Zhang Chunping, and Independent Non-Executive Directors Ms. Chan Mei Yan, Ms. Wong King Shu, and Mr. Pang Ngan. Some directors will retire by rotation at the AGM and are eligible for re-election. All independent non-executive directors have confirmed their independence. Directors' remuneration is determined by the Remuneration Committee based on duties, responsibilities, performance, and market conditions - Board members include Executive Directors Mr. Zhang Chunhua, Ms. Zhang Chunping, and Independent Non-Executive Directors Ms. Chan Mei Yan, Ms. Wong King Shu, and Mr. Pang Ngan[231][234] - Mr. Zhang Chunhua, Ms. Chan Mei Yan, and Mr. Pang Ngan will retire and are eligible for re-election at the upcoming Annual General Meeting[231][234] - All independent non-executive directors have confirmed their independence[232][235] - Directors' remuneration is determined by the Remuneration Committee based on directors' duties, responsibilities, performance, the Group's results, and prevailing market conditions[241][243] Share Award and Share Option Schemes The company adopted and manages the Langhua International Share Award Scheme, approved by shareholders on March 18, 2024, for a 10-year term, to incentivize and reward eligible participants. For the year ended March 31, 2024, 72,861,918 award shares were granted, with 61,204,012 vested and issued. The company also has a share option scheme, with 106,860,000 unexercised share options as of March 31, 2025 - The Langhua International Share Award Scheme was approved by shareholders on March 18, 2024, for a 10-year term[249][255] Share Award Scheme Grant Details | Indicator | Year ended March 31, 2024 | | :--- | :--- | | Total award shares granted | 72,861,918 shares | | Vested and issued shares | 61,204,012 shares | | Unvested shares | 11,657,906 shares | - As of March 31, 2025, the company still has 106,860,000 unexercised share options, representing approximately 7.04% of issued shares[288][1025][1026] Share Option Scheme Overview | Option Type | Grant Date | Exercise Price (HK$) | Unexercised Quantity as of March 31, 2025 | | :--- | :--- | :--- | :--- | | Share options granted under 2011 scheme | June 27, 2018 | 0.59 | 71,860,000 | | Share options granted under 2011 scheme | December 18, 2018 | 0.33 | 35,000,000 | | Total | | | 106,860,000 | Directors' and Major Shareholders' Interests As of March 31, 2025, Chairman Mr. Zhang Chunhua held 54.98% and 3.76% of the company's issued share capital through a controlled corporation and personally, respectively. CEO Ms. Zhang Chunping held 1.48%. Major shareholder Brilliant Chapter Limited held 54.98%. No directors or controlling shareholders had interests in competing businesses during the year Directors' and Chief Executive's Interests in Company's Ordinary Shares | Director Name | Capacity and Nature of Interest | Number of Ordinary Shares and Related Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Zhang Chunhua | Interest in a controlled corporation | 834,851,294 | 54.98% | | Mr. Zhang Chunhua | Beneficial owner | 57,098,000 | 3.76% | | Ms. Zhang Chunping | Beneficial owner | 22,543,430 | 1.48% | | Ms. Chan Mei Yan | Beneficial owner | 500,000 | 0.03% | Major Shareholders' Interests in Company's Ordinary Shares | Shareholder Name | Capacity and Nature of Interest | Number of Ordinary Shares and Related Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Brilliant Chapter Limited | Beneficial owner | 834,851,294 | 54.98% | | Mr. Zhang Chunhua | Interest in a controlled corporation | 834,851,294 | 54.98% | | Mr. Zhang Chunhua | Beneficial owner | 57,098,000 | 3.76% | - During the year, no directors or the company's controlling shareholders or their respective associates had any interests in businesses that compete or are likely to compete with the Group's business[302][305] Corporate Governance and Auditor The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to oversee company affairs. The Audit Committee, composed of three independent non-executive directors, reviews financial reporting and internal controls. The company has complied with the GEM Listing Rules' Corporate Governance Code. Zhubaoxinqin Certified Public Accountants Limited has been appointed as the company's auditor and will retire at the upcoming AGM, eligible for re-election - The company has established an Audit Committee, composed of three independent non-executive directors, responsible for reviewing and monitoring the financial reporting system and risk management and internal control procedures[308][309][313] - Directors believe the company has complied with all code provisions of the Corporate Governance Code in Appendix 15 to the GEM Listing Rules throughout the review year[311][314] - Zhubaoxinqin Certified Public Accountants Limited has been appointed as the company's auditor and will retire at the upcoming Annual General Meeting, eligible for re-election[316][317][318] Corporate Governance Report This report details the company's corporate governance framework, practices, and compliance with relevant regulations to ensure effective oversight and accountability Corporate Governance Practices and Directors' Securities Transactions The company is committed to maintaining high standards of corporate governance and has complied with most applicable code provisions of the GEM Listing Rules. The company adopted Rules 5.48 to 5.68 of the GEM Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance - The company is committed to maintaining high standards of corporate governance and has complied with most applicable code provisions of the GEM Listing Rules[320][322][325][326] - The company adopted Rules 5.48 to 5.68 of the GEM Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance with the required dealing standards[324][327] Inside Information and Corporate Culture The Group has established an inside information disclosure policy to ensure proper procedures and internal controls for information handling and dissemination, preventing breaches of statutory disclosure requirements. The company is dedicated to fostering a proactive corporate culture emphasizing integrity and accountability, reinforced through training and continuous development - The Group has established an inside information disclosure policy to ensure procedures and internal controls for information handling and dissemination comply with regulations[328][329][331] - The company is committed to developing a proactive corporate culture, emphasizing integrity and accountability, reinforced through training and continuous development[335][336][337][340][341] Board Operations and Training The Board is responsible for the Group's overall management, strategic direction, and corporate governance, holding regular meetings. The Board's composition meets listing rule independence requirements, with separate roles for Chairman and CEO. The Board meets at least four times annually, ensuring directors receive adequate information and training to fulfill their duties. The company arranges liability insurance for directors and mandates their retirement by rotation and re-election - The Board is responsible for the Group's overall management, strategic direction, and corporate governance, and regularly receives updates from management[343][344][345] - The Board's composition, with independent non-executive directors exceeding one-third and all Audit Committee members being independent non-executive directors, complies with listing rule independence requirements[354][357] - The roles of Chairman and Chief Executive are separate and exercised by different individuals, complying with Code Provision C.2.1 of the Corporate Governance Code[359][363] - The Board meets at least four times annually, all directors receive at least 14 days' notice, and have the opportunity to include matters for discussion on the agenda[360][364] - The company arranges appropriate liability insurance for directors to cover risks they may incur due to corporate activities[378][383] - All directors are required to retire by rotation and stand for re-election at general meetings in accordance with the Articles of Association[379][384][386][389] - All directors continuously participate in professional development, relevant courses, and seminars related to their directorial duties, or have thoroughly read materials and latest information on business and industry developments[387][390][391][392] Company Secretary and Board Diversity The Company Secretary facilitates Board procedures and communication, and advises on corporate governance matters. Mr. Chan Kwun Fat participated in at least 15 hours of professional training during the review year. The company adopted a Board Diversity Policy to ensure a balanced composition of skills, experience, background, gender, and age among Board members, aligning with the Group's business needs - The Company Secretary is responsible for facilitating Board procedures and communication, and advising on corporate governance matters[394][395][397] - Mr. Chan Kwun Fat participated in no less than 15 hours of relevant professional training during the review year[395][397] - The company adopted a Board Diversity Policy to ensure a balanced composition of skills, experience, background, gender, and age among Board members[396][398][399] Board Gender and Age Composition (March 31, 2025) | Category | Proportion | | :--- | :--- | | Female | 40% | | Male | 60% | | 30-39 years | 20% | | 40-49 years | 20% | | 50-59 years | 60% | - As of the reporting date, the company's Board and Nomination Committee comprise at least one director of different genders, complying with the Corporate Governance Code[401][403] - The male-to-female ratio of employees (including senior management) is 30:12, and the Group will continue to maintain employee gender diversity[402][404] Dividend Policy and Board Committees The company adopted a dividend policy where the Board considers financial performance, reserves, working capital needs, capital expenditures, liquidity, and macroeconomic factors before declaring dividends. The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee to oversee specific areas, each with clear written terms of reference and chaired by an independent non-executive director - The company adopted a dividend policy, where the Board will consider financial performance, savings, working capital needs, capital expenditures, liquidity, and macroeconomic factors before declaring dividends[405][409] - The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee to oversee specific areas of company affairs[405][406][408] - The Remuneration Committee, composed of three independent non-executive directors, advises the Board on remuneration policy and structure for all directors and senior management[410][411][414] - The Nomination Committee, composed of three independent non-executive directors and one executive director, is responsible for formulating nomination policy and recommending director nominations, appointments, and Board succession to the Board[422][423][425] - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and monitoring the Group's financial reporting system and internal control procedures[429][430][432] External Auditor and Risk Management The Audit Committee reviews the appointment and non-audit functions of the external auditor. During the year, the auditor's remuneration for annual audit services was HK$0.78 million, and for non-audit services was HK$0.06 million. The Board is responsible for maintaining robust and effective risk management and internal control systems, conducting regular evaluations. The Group has established anti-corruption and whistleblowing policies to ensure integrity. The company currently lacks an independent internal audit function but reviews its necessity annually Auditor's Remuneration Comparison | Service Type | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Annual audit services | 780,000 | 1,006,000 | | Non-audit services | 60,000 | 814,000 | - The Board is responsible for maintaining robust and effective risk management and internal control systems, and annually reviews their overall effectiveness[442][444][446] - The Group has established an anti-corruption policy, providing principles for integrity in operations for all directors, senior officers, and employees[447][451] - The whistleblowing policy provides guidance for employees and stakeholders to report any fraud and misconduct, with all reports handled in strict confidence[448][450][452] - The company currently does not have an independent internal audit department but annually reviews its necessity and engages external independent professionals for review[453][455] Shareholders' Rights and Investor Relations The company maintains continuous communication with shareholders through general meetings, corporate communications, and its website. Shareholders can convene extraordinary general meetings or nominate director candidates according to prescribed procedures. The company adopted a shareholder communication policy, providing various channels for shareholders to express opinions and exchange views - The company maintains continuous communication with shareholders through general meetings, corporate communications, and its website[467][471] - Shareholders can convene extraordinary general meetings according to prescribed procedures, requesting the Board to convene meetings[459][462] - Shareholders can nominate candidates for directorships by submitting written notice[463][465] - The company adopted a shareholder communication policy, providing various communication channels to ensure shareholders can express opinions and exchange views[468][470][471][472] Independent Auditor's Report This report presents the independent auditor's opinion on the Group's consolidated financial statements, highlighting key audit matters and the responsibilities of both management and the auditor Opinion and Basis for Opinion Independent Auditor Zhubaoxinqin Certified Public Accountants Limited audited the Group's consolidated financial statements for the year ended March 31, 2025, and opined that they fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards, prepared properly under Hong Kong Auditing Standards, with the auditor being independent - Independent Auditor Zhubaoxinqin Certified Public Accountants Limited audited the Group's consolidated financial statements for the year ended March 31, 2025[477][480] - The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[478][480] - The review was conducted in accordance with Hong Kong Auditing Standards, and the auditor is independent of the Group[479][481] Key Audit Matters Key audit matters include the valuation of financial assets at fair value through profit or loss and the impairment assessment of trade receivables and amounts due from related companies. Financial asset valuation involves significant judgment and assumptions, totaling approximately HK$240 million as of March 31, 2025. Impairment assessment is crucial to the Group's financial position, involving significant management estimates and judgments - Key audit matters include the valuation of financial assets at fair value through profit or loss and the impairment assessment of trade receivables and amounts due from related companies[483][484][486][494] - As of March 31, 2025, financial assets at fair value through profit or loss were approximately HK$240 million, representing 72.12% of the Group's net assets, with valuation involving subjective judgment and assumptions[485][490][491] - The impairment assessment of trade receivables and amounts due from related companies is crucial to the Group's financial position, involving significant management estimates and judgments[494][495][498][499] Other Matters and Auditor's Responsibilities The Group's consolidated financial statements for the year ended March 31, 2024, were audited by another auditor who issued an unmodified opinion. Directors are responsible for preparing fair financial statements and ensuring effective internal controls. The auditor's responsibility is to obtain reasonable assurance that the financial statements are free from material misstatement and to communicate audit scope and findings to the Audit Committee - The Group's consolidated financial statements for the year ended March 31, 2024, were reviewed by another auditor, who issued an unmodified opinion[501][506] - Directors are responsible for preparing fair consolidated financial statements and ensuring effective internal controls to prevent material misstatement[504][508] - The auditor's responsibility is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[510][512] - The auditor communicates with the Audit Committee the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control[515][518] Consolidated Financial Statements This section contains the Group's consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows for the year ended March 31, 2025, reflecting the Group's financial performance, financial position, equity changes, and cash flows during the reporting period Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group's revenue from continuing operations was HK$107.372 million, gross profit HK$21.054 million, and profit for the year HK$10.219 million. Loss from discontinued operations was zero. Basic earnings per share were HK$0.69 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 107,372 | 91,254 | | Gross profit | 21,054 | 18,846 | | Profit/(Loss) before tax | 12,537 | (51,537) | | Profit/(Loss) for the year | 10,219 | (76,095) | | Basic earnings/(loss) per share (HK cents) | 0.69 | (4.73) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total non-current assets were HK$244.063 million, total current assets HK$144.805 million. Total current liabilities were HK$54.462 million, with net assets and total equity both at HK$334.066 million Consolidated Statement of Financial Position Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total non-current assets | 244,063 | 242,495 | | Total current assets | 144,805 | 122,697 | | Total current liabilities | 54,462 | 41,100 | | Net assets | 334,066 | 324,092 | | Total equity | 334,066 | 324,092 | Consolidated Statement of Changes in Equity For the year ended March 31, 2025, equity attributable to owners of the company increased from HK$324.092 million as of March 31, 2024, to HK$333.593 million, primarily due to profit for the year. Non-controlling interests increased from zero to HK$0.473 million Consolidated Statement of Changes in Equity Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Equity attributable to owners of the company | 333,593 | 324,092 | | Non-controlling interests | 473 | 0 | | Total equity | 334,066 | 324,092 | - Equity attributable to owners of the company increased mainly due to profit for the year[526] Consolidated Statement of Cash Flows For the year ended March 31, 2025, net cash from operating activities was HK$12.233 million, net cash from investing activities HK$7.756 million, and net cash used in financing activities HK$7.404 million. Net increase in cash and cash equivalents was HK$12.585 million, with an ending balance of HK$27.315 million Consolidated Statement of Cash Flows Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash from operating activities | 12,233 | 36,658 | | Net cash from/(used in) investing activities | 7,756 | (93,108) | | Net cash (used in)/from financing activities | (7,404) | 25,960 | | Net increase/(decrease) in cash and cash equivalents | 12,585 | (30,490) | | Cash and cash equivalents at end of period | 27,315 | 15,248 |