香港食品投资(00060) - 2025 - 年度财报

Corporate Information Details essential corporate information: board members, company secretary, registered office, share registrar, principal bankers, and auditor - The report details core company information including board members, company secretary, registered office, share registrar, principal bankers, and auditor[8][9][11] Chairman's Statement Reviews FY2025 performance, noting revenue decline but narrowed losses amidst global challenges, detailing segment performance and future strategies Results Overview FY2025 consolidated revenue decreased amidst challenging markets, but effective cost control narrowed losses attributable to equity holders and loss per share FY2025 Performance Summary | Metric | FY2025 (HKD thousands) | FY2024 (HKD thousands) | | :--- | :--- | :--- | | Consolidated Revenue | 186,787 | 211,845 | | Loss Attributable to Equity Holders | 18,821 | 19,352 | | Loss Per Share (HK cents) | 7.27 | 7.45 | Business Review This section analyzes the operating conditions of key segments, noting stable frozen meat trading, pressured catering, and a strategic investment in FSMHL Frozen Meats Trading Despite stable Hong Kong economic growth but challenging local demand, the frozen meat trading business maintained stable revenue by introducing new products - Through strategic marketing and market penetration, new products like Japan's "Hokkaido Yukiyume Buta" achieved good sales in their first year, maintaining stable revenue for the frozen meat trading business in a challenging environment[27][33] - To adapt to market changes, the company will continue to focus on chain fast-food restaurants and actively expand its product portfolio, especially high-quality frozen meats, cooked foods, and premium products from Japan and Southeast Asia[27][33] Catering Business The catering business faced severe challenges from economic stagnation and cross-border consumption trends, but achieved revenue and gross margin growth through strategic adjustments - Facing market difficulties, the company achieved growth in revenue and gross margin by introducing affordable meal options, optimizing ingredient procurement, and conducting social media promotions in mainland China[30][34] Other Business The communications and advertising design business segment achieved stable growth during the year, contributing positively to the Group's performance - The communications and advertising design business achieved stable growth throughout the year, contributing positively to the Group's performance and successfully expanding into new business areas in catering and banking[32][35] Food Business Investment The Group maintains a strategic investment of approximately 29.85% in associate FSMHL, which contributed significantly reduced profit this fiscal year Profit from Associates | Fiscal Year | Profit from Associates (HKD) | | :--- | :--- | | 2025 | 3,034,000 | | 2024 | 10,393,000 | - FSMHL's core business is food agency, possessing an extensive distribution network and focusing on high-quality daily necessities like Japanese eggs, milk, tofu, and rice, creating stable revenue streams[39][43] Prospects Facing global economic uncertainty and Hong Kong's market transformation, the Group plans flexible marketing, accelerated product development, and strengthened partnerships - The Group plans to actively respond to the volatile market environment by accelerating product development, strengthening brand building, expanding customer platforms, and deepening overseas cooperation[47][52] - Strategic partner FSMHL will continue its "rooted in Hong Kong, deeply cultivated in mainland China, looking globally" strategy, focusing on snack food development to maintain industry leadership[49][53] Management Discussion and Analysis This section analyzes the Group's operating results and financial position, noting an 11.8% revenue decline, reduced gross margin, but improved operating expense ratio and stable financial health Business Segment Analysis The Group's total revenue decreased by 11.8% to HKD 187 million, primarily due to a halving of catering business revenue from restaurant closures Frozen Meats Trading Business Performance | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 157,565,000 | 157,525,000 | | Segment Result | (6,425,000) Loss | (5,108,000) Loss | | Overall Profit Margin | 5.0% | 6.6% | Catering Business Performance | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 25,137,000 | Approx. 50,431,000 (estimated) | | Revenue Change | -50.2% | - | | Segment Result | (5,601,000) Loss | (10,036,000) Loss | Other Business (Communications and Advertising Design) Performance | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 4,085,000 | 3,889,000 | | Revenue Change | +5.0% | - | | Segment Profit | 1,592,000 | 1,821,000 | Key Performance Indicators Key performance indicators show a significant drop in overall gross margin to 15.0%, stable turnover days, and an improved operating expense to sales ratio Key Performance Indicators | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue (HKD thousands) | 186,787 | 211,845 | | Gross Margin (%) | 15.0 | 21.4 | | Trade Receivables Turnover (days) | 33 | 32 | | Inventory Turnover (days) | 92 | 90 | | Operating Expenses to Sales Ratio (%) | 20.3 | 24.4 | - The Group's gross margin decline is primarily due to a decrease in the trading segment's gross margin from 6.6% to 5.0%, despite an increase in the catering segment's gross margin from 63.0% to 67.1%, which was offset by its revenue decline[78][83] - The decrease in the operating expenses to sales ratio is mainly attributed to improved operational efficiency, enhanced cost control, and reduced expenses from closing two restaurants[81][86] Food Business Investment Review The Group's strategic investment in FSMHL yielded significantly lower profit this fiscal year, though FSMHL's core distribution business remains solid - The Group's equity holding in FSMHL slightly decreased from 29.99% to 29.85%, with attributable profit significantly reduced to HKD 3,034,000 this fiscal year from HKD 10,393,000 last year[88][92] - FSMHL's core food distribution business, with its extensive network, focuses on high-quality daily foods like Japanese eggs and dairy products, and the acquisition of Miyata Co., Ltd. strengthened its synergies in the Japanese market[89][90][93] Liquidity and Financial Resources The Group maintains a sound financial position, relying on internal cash flow and bank credit, with low gearing and increased cash reserves Financial Resources Overview (as at March 31, 2025) | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Bank Credit Facilities | 200,753,000 | 200,753,000 | | Utilized Credit Ratio | 13% | 15% | | Gearing Ratio | 5% | 6% | | Cash and Cash Equivalents | 80,294,000 | 74,575,000 | Report of the Directors This report outlines the company's principal activities, financial performance, and corporate governance for FY2025, including a loss, no dividend, and share repurchases Principal Activities and Business Review The company's principal activity is investment holding, with subsidiaries engaged in frozen meat, seafood, vegetable trading, restaurant operations, and advertising design - The company's principal business is investment holding, with specific business activities of its subsidiaries and associates detailed in notes 1 and 16 to the financial statements[104][108] Results and Dividend The Group recorded a loss for the year ended March 31, 2025, and the Board of Directors does not recommend any dividend payment - The Board of Directors does not recommend the payment of any dividend for the current year[106][110] Summary Financial Information This report provides a summary of key financial data for the past five fiscal years, showing a decline in revenue and a consistent loss in FY2025 Summary of Five-Year Financial Performance (HKD millions) | Fiscal Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 186.8 | 211.8 | 231.6 | 183.1 | 131.1 | | Profit/(Loss) for the Year | (19.4) | (19.1) | 2.3 | (15.8) | (3.7) | | Total Assets | 584.7 | 611.4 | 653.6 | 685.2 | 684.0 | | Total Liabilities | (57.5) | (66.9) | (69.4) | (80.3) | (59.2) | Purchase, Sale or Redemption of Listed Securities In FY2025, the company repurchased and cancelled 2.162 million ordinary shares for approximately HKD 0.982 million to enhance net asset value per share Share Repurchase Details | Month of Repurchase | Number of Shares | Highest Price Per Share (HKD) | Lowest Price Per Share (HKD) | Total Consideration (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | October 2024 | 1,064,000 | 0.460 | 0.425 | 467 | | December 2024 | 912,000 | 0.495 | 0.430 | 430 | | January 2025 | 186,000 | 0.480 | 0.450 | 85 | | Total | 2,162,000 | | | 982 | Directors' and Chief Executive's Interests As of March 31, 2025, the report discloses directors' share interests in the company and its associate, FSMHL - Mr. TAI Tak Fung, Stephen, holds a total of 90,739,177 shares, representing 35.25% of the company's issued share capital, through personal and controlled corporations[147] - In associate FSMHL, Mr. TAI Tak Fung holds 234,528,000 shares (61.69%), and Mr. TAI Chun Kit holds 11,600,000 shares (3.05%)[149] Substantial Shareholders' Interests This section discloses the shareholdings of substantial shareholders, excluding directors, including SAL, CGL, and Ms. WU Mei Yung, Quinly Substantial Shareholders' Shareholdings | Name of Substantial Shareholder | Number of Shares Held | Nature of Interest | Approximate Percentage | | :--- | :--- | :--- | :--- | | Special Access Limited (SAL) | 52,907,250 | Corporate Interest | 20.55% | | Careful Guide Limited (CGL) | 30,914,000 | Corporate Interest | 12.01% | | WU Mei Yung, Quinly (胡美容) | 90,739,177 | Family and Corporate Interest | 35.25% | Continuing Connected Transactions The Group engaged in continuing connected transactions with Kamichiku Holdings Co., Ltd. for beef procurement, which were confirmed to be compliant and fair - The Group procured high-quality beef products from connected person Kamichiku Holdings Co., Ltd., with transaction amounts for the year ended March 31, 2025, totaling approximately HKD 16,344,000, below the annual cap of HKD 50,000,000[188][192] - Independent non-executive directors and the company's auditor, Ernst & Young, have reviewed and confirmed that these continuing connected transactions were entered into in the ordinary course of the Group's business on normal commercial terms, fair and reasonable, and in the overall interest of shareholders[193][194] Corporate Governance Report This report details the company's adherence to corporate governance codes in FY2025, covering board structure, committees, risk management, and shareholder rights Board of Directors The Board comprises seven directors, meeting listing rule requirements, responsible for strategy and risk oversight, with active participation and ongoing professional development - The Board of Directors, chaired by Mr. TAI Chun Kit, includes executive, non-executive, and independent non-executive directors, with its structure and committee members clearly outlined[225] - Ms. WONG Ting Yuk was appointed as an executive director on July 1, 2024, to enhance the Board's composition[227][231] - All directors complied with continuous professional development requirements during the reporting year, updating their knowledge and skills through seminars, internal training, and relevant readings[246][249] Board Committees The company has established Audit, Remuneration, and Nomination Committees to assist the Board, ensuring oversight of financial reporting, executive compensation, and board composition - The Audit Committee, composed of three independent non-executive directors, held two meetings during the year to review annual and interim financial statements[257][259][262] - The Remuneration Committee, comprising one executive director and three independent non-executive directors, held one meeting during the year to review remuneration policies and executive compensation packages[265][267][268] - The Nomination Committee adopted a Board Diversity Policy and appointed a female director on July 1, 2024, to achieve gender diversity[286][295][302] Risk Management and Internal Controls The Board affirms its responsibility for maintaining effective risk management and internal control systems, which are regularly monitored and deemed sufficient - The Board bears ultimate responsibility for maintaining risk management and internal control systems, designed to manage rather than eliminate business risks, ensuring the security of shareholder investments and Group assets[312][318] - The Board has reviewed and confirmed the effectiveness and adequacy of the risk management and internal control systems for the current year, including resources and staff qualifications for accounting and financial reporting functions[325][328] Shareholders' Rights This section clarifies shareholders' rights and procedures for convening meetings, nominating directors, and proposing resolutions, in compliance with Hong Kong Company Ordinance - Shareholders holding at least 5% of the voting rights can request to convene a general meeting[333][340] - Shareholders holding at least 2.5% of the voting rights or at least 50 shareholders can request circulation of resolutions at an annual general meeting[335][342] Independent Auditor's Report Ernst & Young issued an unqualified opinion on the Group's FY2025 consolidated financial statements, highlighting "Impairment assessment of investments in associates" as a key audit matter Opinion Ernst & Young issued an unqualified opinion, stating the consolidated financial statements fairly present the Group's financial position, performance, and cash flows for FY2025 - The auditor issued an unqualified opinion on the Group's consolidated financial statements[362][364] Key Audit Matter The key audit matter is the impairment assessment of investments in associates, particularly FSMHL, due to its significant carrying amount and management's critical judgments - The key audit matter is the impairment assessment of investments in associates (primarily FSMHL), due to its significant carrying amount of HKD 370,590,000 and the significant management judgments involved in the assessment[370] - The auditor addressed this key audit matter by reviewing management's discounted cash flow forecasts, performing sensitivity analyses, and utilizing internal valuation experts to assess methodologies and discount rates[370] Audited Financial Statements This section presents the Group's complete audited financial statements for FY2025, including income, position, cash flow statements, and detailed notes Consolidated Statement of Profit or Loss In FY2025, the Group reported consolidated revenue of HKD 187 million, a 11.8% decrease, with gross profit down 38%, and a slight increase in annual loss Consolidated Statement of Profit or Loss Summary (HKD thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 186,787 | 211,845 | | Gross Profit | 28,084 | 45,316 | | Loss Before Tax | (18,443) | (17,310) | | Loss for the Year | (19,352) | (19,084) | | Loss Attributable to Equity Holders of the Company | (18,821) | (19,352) | | Basic and Diluted Loss Per Share (HK cents) | (7.27) | (7.45) | Consolidated Statement of Financial Position As of March 31, 2025, total assets decreased to HKD 585 million, primarily due to reduced non-current assets, while total liabilities also decreased, maintaining a robust equity structure Consolidated Statement of Financial Position Summary (HKD thousands) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Total Non-Current Assets | 440,575 | 460,893 | | Total Current Assets | 144,126 | 150,547 | | Total Assets | 584,701 | 611,440 | | Liabilities and Equity | | | | Total Current Liabilities | 53,561 | 61,136 | | Total Non-Current Liabilities | 3,928 | 5,737 | | Total Liabilities | 57,489 | 66,873 | | Total Equity | 527,212 | 544,567 | Consolidated Statement of Cash Flows In FY2025, net cash inflow from operating activities significantly improved to HKD 7 million, with net cash inflow from investing activities and net cash outflow from financing activities Consolidated Statement of Cash Flows Summary (HKD thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Inflow/(Outflow) from Operating Activities | 7,003 | (13,294) | | Net Cash Inflow from Investing Activities | 11,560 | 12,440 | | Net Cash Outflow from Financing Activities | (12,848) | (5,958) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 5,715 | (6,812) | | Cash and Cash Equivalents at End of Year | 80,294 | 74,575 | Notes to Financial Statements These notes provide detailed explanations and supplementary information for the financial statements, covering segment information, revenue recognition, investments, financial instruments, and related party transactions Note 4. Operating Segment Information The Group operates in three segments: Trading, Catering, and Other, with Trading being the primary revenue source but incurring a loss in FY2025 FY2025 Segment Performance (HKD thousands) | Segment | External Sales Revenue | Segment Result | | :--- | :--- | :--- | | Trading | 157,565 | (6,425) | | Catering | 25,137 | (5,601) | | Other | 4,085 | 1,592 | - Major customer A contributed HKD 41,721,000 in revenue, accounting for 22.3% of the Group's total revenue[637] Note 16. Investments in Associates The Group's most significant associate investment is a 29.85% stake in FSMHL, with a carrying amount of HKD 371 million as of March 31, 2025 Investments in Associates (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Carrying Amount of Investment | 370,590 | 381,015 | | Of which: Share of Net Assets | 357,343 | 367,130 | | Of which: Goodwill Arising on Acquisition | 13,247 | 13,885 | - FSMHL's fair value (market capitalization) is HKD 295 million, which is lower than the Group's carrying amount of HKD 371 million for its investment[724] Note 26. Share Capital As of March 31, 2025, the company's issued and fully paid share capital was HKD 116.333 million, corresponding to 257.424 million ordinary shares - The company repurchased and cancelled 2,162,000 shares during the year, reducing the number of issued shares from 259,586,000 to 257,424,000[767] Note 32. Financial Risk Management Objectives and Policies This note details the Group's financial risk management policies, covering interest rate, foreign exchange, credit, liquidity, and price risks, with a healthy gearing ratio Capital Gearing Ratio | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest-Bearing Bank Loans | 26,441 | 29,709 | | Equity Attributable to Owners of the Company | 521,176 | 537,837 | | Capital Gearing Ratio | 5% | 6% | Particulars of Properties This section lists the Group's investment properties, including a commercial property in Tokyo, Japan, held under a short-term lease - The Group holds a commercial investment property in Shinbashi, Minato-ku, Tokyo, Japan, under a short-term lease, with 100% interest held by the Group[863][864]