鼎亿集团投资(00508) - 2025 - 年度财报

Financial Summary Financial Summary The Group's revenue plummeted, resulting in a significant net loss driven by a sharp decline in Mainland China revenue Five-Year Financial Data Summary (HK$ million) | Financial Item (HK$ million) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 2,408 | 2,644 | 3,945 | 4,416 | 3,956 | | Total Liabilities | 1,344 | 1,448 | 2,688 | 2,941 | 2,482 | | Total Equity | 1,064 | 1,196 | 1,257 | 1,475 | 1,474 | | Revenue | 280 | 862 | 1,217 | 155 | 226 | | (Loss)/Profit Attributable to Owners | (138) | 40 | 5 | (101) | 43 | | (Loss)/Earnings Per Share (HK cents) | (17.05) | 5.43 | 0.63 | (13.77) | 5.84 | | Dividend | – | – | – | – | – | - In fiscal year 2025, revenue from Mainland China was HK$279.7 million, a sharp decrease from HK$862.2 million in fiscal year 2024, which was the primary reason for the decline in the Group's total revenue[7] Corporate Information Corporate Information This section outlines the company's core organizational structure, key personnel, and professional advisors - The Board of Directors comprises Executive, Non-executive, and Independent Non-executive Directors, with Mr. Yue Ying as Chairman and Mr. Su Xiaonong as Chief Executive Officer[11][12] - The company has established Audit, Remuneration, and Nomination Committees, chaired by Independent Non-executive Director Mr. Chow Siu Hang or Non-executive Director Mr. Yue Ying to ensure governance independence[11][12][13] - The company's auditor is Pan-China International CPA Limited, and its shares are listed on The Stock Exchange of Hong Kong Limited under the stock code 508[11][15] Chairman's Statement Chairman's Statement The Group reported a net loss due to property business decline but is diversifying through acquisitions and exploring new investments - The net loss for the year was mainly caused by a combination of factors: - Decreased sales recognized from the property development business in China - Impairment loss provisions for loans and interest receivable - Write-downs of properties under development and properties held for sale - The loss was partially offset by gains on fair value changes of financial assets[19][21] - On March 31, 2025, the Group completed the acquisition of Savor Dining Collective Limited, re-entering the high-end catering business and now holds six restaurants in prime locations in Shenzhen[24][27] - The Group will continue to explore investment opportunities in sectors such as new energy, finance, marine industries, and property development[25][27] Management Discussion and Analysis Business Review The Group's revenue fell 67.5% leading to a net loss, driven by property business decline, despite a turnaround in securities trading Performance by Business Segment (HK$ million) | Business Segment | 2025 Revenue | 2024 Revenue | 2025 (Loss)/Profit | 2024 (Loss)/Profit | | :--- | :--- | :--- | :--- | :--- | | Securities Trading | - | - | 31 | (5) | | Loan Financing | 56 | 71 | 44 | 152 | | Property Development | 223 | 791 | (187) | (12) | - As of March 31, 2025, the total principal amount of loans receivable was approximately HK$882 million (2024: HK$854 million), with annual interest rates ranging from 6% to 8%[45][49] - The acquisition of the catering service business was completed on March 31, 2025, marking the Group's re-entry into the restaurant industry with six high-end restaurants in Shenzhen[83][86] Financial Review The Group's financial position weakened with decreased revenue and cash reserves, though gross profit margin improved Key Financial Indicators (HK$ million) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 280 | 862 | | Gross Profit | 60 | 108 | | Gross Profit Margin | 21.4% | 12.5% | | Shareholders' Funds | 1,064 | 1,196 | | Cash and Bank Balances | 51 | 114 | - The total debt-to-equity ratio increased from 0.82 in 2024 to 0.92 in 2025, and the net debt-to-equity ratio rose from 0.72 to 0.87[103][108] - As of March 31, 2025, the fair value of the Group's listed equity securities was approximately HK$41 million, with a recorded fair value gain of about HK$31 million[94][100] Strategy and Outlook The Group will maintain core operations while actively seeking new investment opportunities in strategic growth sectors - The Group will continue to explore new investment opportunities beyond its existing businesses to strengthen its core operations and enhance shareholder value[116][121] - Key investment areas of focus include resource and energy projects, property development, fintech, pharmaceuticals, and marine industries[116][121] Directors and Senior Management Profile Directors and Senior Management Profile This section details the extensive professional backgrounds and diverse expertise of the company's directors and senior management - Executive Directors Mr. Su Xiaonong and Mr. Zeng Shan possess decades of experience in investment management, corporate restructuring, and venture capital[122][123] - Non-executive Director and Chairman Mr. Yue Ying has over 30 years of experience in banking, finance, and risk management, having held senior positions at several major banks[127] - The team of Independent Non-executive Directors comprises professionals with backgrounds in audit, accounting, law, and banking, providing independent oversight for corporate governance[133][136][137] Corporate Governance Report Corporate Governance Framework The company adheres to high corporate governance standards, with separate Chairman and CEO roles, despite some minor code deviations - During the reporting period, the company complied with all code provisions of the Corporate Governance Code, with some deviations such as the notice period for seven board meetings being less than 14 days[146][176] - A director of a subsidiary, Mr. Li Guangyu, inadvertently conducted two share transactions during a blackout period, breaching the Model Code; the company has taken remedial actions[153][154][155] - Since October 15, 2024, the roles of Chairman (Mr. Yue Ying) and Chief Executive Officer (Mr. Su Xiaonong) have been held by different individuals, in compliance with the code[184] Board Committees The company's governance is supported by Audit, Remuneration, and Nomination committees to ensure oversight and accountability - The Audit Committee comprises three Independent Non-executive Directors, with Chairman Mr. Chow Siu Hang holding professional accounting qualifications; it held 3 meetings to review financial reports and internal controls[195][201][203] - The Remuneration Committee, consisting of three Independent Non-executive Directors and one Executive Director, held 3 meetings to review the remuneration packages for directors and senior management[205][208] - The Nomination Committee reviews the Board's structure and composition and has adopted a board diversity policy; as of March 31, 2025, the Board included one female director[213][216][217] Risk Management and Internal Control The Group maintains a COSO-based risk management and internal control system, which was deemed effective by the Board - The Group's risk management system involves risk identification, assessment, and management, while its internal control system is based on the COSO 2013 framework[239][240] - The Board, through the Audit Committee, conducted an annual review of the risk management and internal control systems and concluded they were effective and adequate[253][261] - The Group's internal audit function is outsourced to an independent professional firm, whose annual review found the systems to be generally satisfactory with no major control deficiencies identified[247][254] Shareholders' Rights This section outlines procedures for shareholders to convene meetings, make inquiries, and propose resolutions - Shareholders holding not less than one-tenth of the paid-up capital of the company may request the Board to convene a special general meeting[270] - The company has established multiple channels, including email, mail, and general meetings, to ensure two-way communication with shareholders[272] - The company adopted a dividend policy in March 2019, but dividend declaration is not guaranteed and depends on various factors including financial condition and future capital needs[277][278] Environmental, Social and Governance Report A. Environmental Aspects The Group reduced its environmental footprint, primarily due to the completion of property projects, and is managing climate-related risks Environmental Performance Data | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 49.5 | 146 | | Total Energy Consumption | MWh | 84 | 254 | | Total Water Consumption | m³ | 4,216 | 3,833 | | Non-hazardous Waste | tonnes | 0.25 | 0.25 | - The significant reduction in greenhouse gas emissions and energy consumption was mainly attributable to the completion of projects in the property development business[326][327] - The Group has identified climate-related risks, including transition risks like stricter building regulations and physical risks like extreme weather, and has developed corresponding mitigation strategies[357][359][360] B. Social Aspects The Group expanded its workforce through acquisition while maintaining strong labor standards, product responsibility, and anti-corruption measures - As of March 31, 2025, the total number of employees increased significantly to 264 (2024: 49), with an annual employee turnover rate of 16%[367][368][369] - Over the past three years, the Group recorded no lost days due to work injury and no work-related fatalities[376] - The Group strictly adheres to anti-corruption regulations with established reporting policies; there were no legal cases regarding corrupt practices against the Group or its employees during the period[400][401] - During the reporting period, the Group received no complaints regarding its products and services and identified no violations of customer data protection regulations[393][399] Report of the Directors Business and Financial Overview The Group's principal activities are investment holding and its subsidiaries' operations, with no final dividend proposed for the year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[427][433] - Revenue from the five largest customers accounted for approximately 4% of total revenue, while purchases from the five largest suppliers accounted for about 86% of total purchases[439][444] - As of March 31, 2025, the Group had 264 full-time employees worldwide (2024: 49), with total annual staff costs of approximately HK$10 million[440][445] Directors' and Shareholders' Interests This section discloses the shareholding interests of directors and major shareholders, identifying Mr. Li Guangyu as the ultimate controlling party Interests of Directors and Chief Executive | Name of Director | Capacity | Number of Shares Held | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Su Xiaonong | Beneficial owner | 1,465,500 | 0.17% | | Mr. Zeng Shan | Beneficial owner | 20,546,500 | 2.42% | Substantial Shareholders' Interests | Name of Substantial Shareholder | Capacity | Number of Shares Held | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Li Guangyu | Beneficial owner & interest of controlled corporation | 326,071,540 | 38.33% | | Winner Zone Capital Investment Limited | Beneficial owner | 297,967,040 | 35.03% | | China State Shipbuilding Corporation Limited | Interest of controlled corporations | 90,868,500 | 10.68% | Share Option Scheme The company's old share option scheme expired, and a new scheme was adopted in November 2023 with no options granted yet - The remaining 60,950,000 options under the old share option scheme lapsed after April 10, 2024, leaving no outstanding options under that scheme as of March 31, 2025[492][497] - The company adopted a new 10-year share option scheme on November 3, 2023, with a total of 73,567,830 shares available for issue, representing approximately 8.65% of the issued shares[499][503] - As of the date of this report, no options have been granted under the new share option scheme[505][515] Independent Auditor's Report Auditor's Opinion and Key Audit Matters The auditor issued an unqualified opinion, highlighting impairment of loans receivable and property valuation as key audit matters - The auditor issued an unqualified opinion on the Group's consolidated financial statements[556][558] - Key Audit Matter 1: Impairment assessment of loans and interest receivable, which had a carrying amount of approximately HK$852 million with a loss allowance of HK$96.29 million, involving significant management judgment on the ECL model[561][564][565] - Key Audit Matter 2: Net realizable value assessment of properties under development and held for sale, with a combined carrying amount of approximately HK$1.049 billion and a write-down of HK$140 million, requiring high-level management judgment[570][572][573] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's revenue declined sharply, leading to a net loss attributable to owners of HK$138 million for the fiscal year Key Data from Consolidated Statement of Profit or Loss (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 279,708 | 862,189 | | Gross Profit | 59,947 | 108,018 | | (Loss)/Profit Before Tax | (127,354) | 116,547 | | (Loss)/Profit Attributable to Owners | (138,195) | 39,984 | | Basic and Diluted (Loss)/Earnings Per Share (HK cents) | (17.05) | 5.43 | Consolidated Statement of Financial Position The Group's total assets and equity decreased, primarily due to a reduction in the value of property assets Key Data from Consolidated Statement of Financial Position (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Total Assets | 2,408,279 | 2,644,228 | | Non-current Assets | 135,185 | 54,074 | | Current Assets | 2,273,094 | 2,590,154 | | Total Liabilities | 1,344,370 | 1,448,363 | | Current Liabilities | 1,315,450 | 1,447,262 | | Non-current Liabilities | 28,920 | 1,101 | | Total Equity | 1,063,909 | 1,195,865 | Consolidated Statement of Cash Flows The Group experienced a net cash outflow from operating activities, resulting in a decrease in cash and cash equivalents Key Data from Consolidated Statement of Cash Flows (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash From Operating Activities | (79,699) | 225,786 | | Net Cash From Investing Activities | 553 | 361 | | Net Cash From Financing Activities | 30,115 | (314,292) | | Net Decrease in Cash and Cash Equivalents | (49,031) | (88,145) | | Cash and Cash Equivalents at End of Year | 51,473 | 113,981 | Notes to the Consolidated Financial Statements The notes detail the basis of preparation, segmental performance, and the acquisition of a new catering business - Despite the Group's loss, the ultimate controlling party, Mr. Li Guangyu, has committed not to demand repayment of his HK$980 million loan before March 31, 2026, thus supporting the going concern basis of the financial statements[621][623] Segment Assets and Liabilities for FY2025 (HK$'000) | Business Segment | Segment Assets | Segment Liabilities | | :--- | :--- | :--- | | Securities Trading | 40,665 | – | | Loan Financing | 851,696 | – | | Property Development | 1,401,713 | 127,082 | | Catering Services | 78,804 | 56,867 | - On March 31, 2025, the Group acquired Savor Group for a base consideration of HK$22 million, which resulted in goodwill of HK$63,000 that was fully impaired within the year[913][916][918]