环球印馆(08448) - 2025 - 年度业绩

Company Information Provides essential corporate details and contact information Chairman's Statement The Group achieved a significant turnaround this fiscal year with substantial revenue growth and a return to profitability, driven by stringent cost control and successful overseas market expansion despite intense local competition and the termination of a new production base project Key Performance for FY2025 | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HKD 163.9 million | Approx. HKD 69.9 million | +134.4% | | Total Comprehensive Income Attributable to Equity Holders | Income Approx. HKD 0.5 million | Loss Approx. HKD 28.4 million | Turnaround to Profit | - To address intense price competition and unfeasible local production costs in the Hong Kong market, the Board decided to terminate the final construction phase of the Tsing Yi new production base to ensure the company's continued operation[10] - Despite challenges in the Hong Kong market, the company achieved positive results from overseas expansion in Mainland China, Taiwan, and the US, diversifying revenue streams and enhancing overall profitability by supplying printed materials, raw materials, and machinery[12] Management Discussion and Analysis Provides a comprehensive review of the Group's financial performance, liquidity, capital structure, key risks, and the utilization of proceeds from fundraising activities Financial Review The Group achieved a strong financial turnaround in FY2025, with total revenue surging 134.4% due to new regional expansion and diversified sales, significantly improving gross profit margin and administrative cost control, leading to a return to profitability for equity holders Comparison of Key Income Statement Items for FY225 and FY2024 | Item | FY2025 (HKD million) | FY2024 (HKD million) | Reason for Change | | :--- | :--- | :--- | :--- | | Revenue | 163.9 | 69.9 | Expansion into new geographical segments and introduction of new businesses | | Cost of Sales | 128.9 | 60.5 | In line with revenue growth | | Gross Profit | 35.0 | 9.4 | Significant revenue growth and stable fixed costs | | Gross Profit Margin | 21.3% | 13.5% | Improved operational efficiency and economies of scale | | Administrative and Other Expenses | 25.3 | 32.3 | Decrease in staff costs and depreciation of right-of-use assets | | Total Comprehensive Income Attributable to Equity Holders | 0.5 (Profit) | -28.4 (Loss) | Increased turnover, improved operational efficiency, and cost reduction | Comparison of Key Balance Sheet Items for FY2025 and FY2024 | Item | As at March 31, 2025 (HKD million) | As at March 31, 2024 (HKD million) | Reason for Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 58.2 | 4.6 | Increase in revenue and expansion into new business segments | | Trade Payables | 62.3 | 4.9 | Expansion into new business segments and increase in subcontracting services | | Cash and Cash Equivalents | 1.8 | 9.8 | Utilization of rights issue proceeds | Liquidity, Financial Resources and Capital Structure As of March 31, 2025, the Group reported a net current liability of approximately HKD 8.0 million and a current ratio of 0.91, with a gearing ratio of 3.8, following a capital restructuring including share consolidation and subsequent capital reduction Key Financial Ratios as at March 31, 2025 | Metric | Value | | :--- | :--- | | Net Current Liabilities | Approx. HKD 8.0 million | | Current Ratio | Approx. 0.91 | | Gearing Ratio | Approx. 3.8 | - The company implemented a share consolidation in March 2025, merging every five shares of HKD 0.05 par value into one consolidated share of HKD 0.25 par value[40] - The company implemented capital reduction and share subdivision in May 2025 as part of its capital restructuring[41] Key Risks and Uncertainties The Group faces key risks including challenges in client retention, high reliance on its largest customer (31.93% of total revenue), volatility in raw material and subcontracting costs, dependence on subcontractors, and macroeconomic changes in key markets - The Group has a high dependency on its largest customer, which accounted for approximately 31.93% of total revenue in FY2025[48] - Profitability is affected by fluctuations in raw material procurement and subcontracting service costs, with no guarantee of effectively passing on cost increases to customers[49] - Business is susceptible to changes in economic conditions in key markets such as Hong Kong, Mainland China, Taiwan, and the US, including recessions, inflation, and trade policies[52] Use of Proceeds This section reviews the utilization of proceeds from the 2018 share offer and 2024 rights issue, with the HKD 24.0 million net proceeds from the share offer fully utilized and the HKD 32.7 million net proceeds from the rights issue largely used for debt repayment and rent settlement - The net proceeds of HKD 24.0 million from the 2018 share offer were fully utilized during FY2025[59] Summary of Use of Proceeds from 2024 Rights Issue (HKD million) | Estimated Use | Planned Amount (Approx.) | Utilized in FY2025 (Approx.) | Unutilized Balance (Approx.) | Expected Full Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Repayment of trade and other payables | 8.6 | 8.6 | 0 | Completed | | Partial repayment of loan from a shareholder | 16.2 | 16.2 | 0 | Completed | | Settlement of additional staff salaries | 4.6 | 3.6 | 1.0 | Before March 31, 2026 | | Settlement of rental payments | 3.3 | 2.8 | 0 | Completed | | Total | 32.7 | 31.2 | 1.0 | | Biographical Details of Directors and Senior Management This section provides detailed biographical information for the company's executive directors, independent non-executive directors, and senior management, highlighting their diverse professional backgrounds and extensive experience in various fields - Mr. Lam Shing Tat, Chairman and CEO, is primarily responsible for the Group's overall management and strategic planning, holding approximately 65.54% of the company's share interest through his controlled corporations and parties acting in concert as of the reporting date[66][67] - Board members possess diverse professional backgrounds, encompassing the printing industry, import and export trade, finance leasing, accounting and finance, corporate governance, and information technology[68][69][70][71][72][73] - Mr. So Hang Fung, Financial Controller and Company Secretary, has over 16 years of experience in financial and accounting management, holding multiple professional accountant and corporate governance qualifications[74] Directors' Report Details the Group's business activities, financial performance, dividend policy, changes in share capital, and interests of directors and major shareholders, alongside compliance and related party matters Business and Results The Group primarily provides general printing services and trades printing equipment and consumables, with no dividends recommended for the year ended March 31, 2025, and no purchases, sales, or redemptions of listed securities by the company or its subsidiaries - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[79] - On March 18, 2025, the company implemented a share consolidation, merging every five existing shares of HKD 0.05 par value into one consolidated share of HKD 0.25 par value[81] Directors' and Shareholders' Interests This section discloses the interests of directors and major shareholders in the company's shares, including significant holdings by Chairman Mr. Lam Shing Tat, and confirms no material interests of directors in significant transactions or arrangements for profit from share acquisitions Directors' Interests in the Company's Shares (as at March 31, 2025) | Director's Name | Capacity / Nature of Interest | Number of Shares Held | Percentage of Shareholding (Approx.) | | :--- | :--- | :--- | :--- | | Mr. Lam Shing Tat | Interest in controlled corporation / Jointly held with others | 65,410,466 | 65.54% | | Mr. Yip Tsz Man | Spouse's interest | 950,000 | 0.95% | Concentration of Major Suppliers and Customers (for the year ended March 31, 2025) | Category | Percentage | | :--- | :--- | | Purchases from five largest suppliers as % of total purchases | Approx. 91.3% | | Purchases from largest supplier as % of total purchases | Approx. 77.0% | | Sales to five largest customers as % of total revenue | Approx. 44.6% | | Sales to largest customer as % of total revenue | Approx. 31.9% | Compliance and Other Matters This section outlines the Group's stakeholder relationships, related party transactions, remuneration policy, and compliance, confirming no disclosable related party transactions, adherence to non-competition undertakings, and sufficient public float, with a post-period capital reduction and share subdivision completed - There were no disclosable connected transactions under Chapter 20 of the GEM Listing Rules during the year[107][108] - Directors and controlling shareholders have confirmed compliance with non-competition undertakings, which have been reviewed by independent non-executive directors[112][113] - Subsequent to the reporting period, the company's capital reduction and share subdivision officially became effective on May 29, 2025[119] Corporate Governance Report Details the company's corporate governance practices, board structure, committee functions, shareholder rights, and risk management and internal control systems, emphasizing adherence to governance codes Corporate Governance Practices and the Board The company maintains high corporate governance standards, adhering to all applicable code provisions with the sole deviation being the combined roles of Chairman and CEO, a structure deemed beneficial for strategy execution and balanced by a diverse board with sufficient independent non-executive directors - During the reporting period, the company complied with the Corporate Governance Code, with the only deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Lam Shing Tat (deviation from Code Provision C.2.1), which the Board believes enhances execution efficiency and is balanced by the Board's independence[123][135] - The Board comprises 8 directors, including 5 executive directors and 3 independent non-executive directors, meeting the Listing Rules' requirements for the number of independent non-executive directors[126][136] - All directors have participated in continuous professional development to update their knowledge and skills[134] Board Committees The Board has four committees—Audit, Remuneration, Nomination, and Risk Management—all chaired by independent non-executive directors, overseeing financial reporting, remuneration policies, director nominations, and risk management, respectively, with each committee holding meetings and fulfilling its duties during the year - The Audit Committee, composed of three independent non-executive directors and chaired by Mr. Wong Chun Kwok with appropriate professional qualifications, held two meetings during the year to review financial statements and results announcements[140][141] - The Remuneration Committee, comprising three independent non-executive directors, held one meeting during the year to review the remuneration structure and make recommendations[144] - The Nomination Committee, consisting of three independent non-executive directors, held one meeting during the year to review directors' independence and re-appointment matters[147] - The Risk Management Committee, composed of three independent non-executive directors, held one meeting during the year to review the risk management and internal control systems[157][158] Shareholders' Rights and Communication The company prioritizes shareholder communication through a dedicated policy, outlining rights and procedures for convening extraordinary general meetings (requiring at least 10% voting rights), making inquiries, and submitting proposals, with all resolutions at general meetings decided by poll - One or more shareholders holding not less than one-tenth of the voting rights in the company's shares have the right to request the Board to convene an extraordinary general meeting[166] - The company communicates with shareholders through various channels, including annual reports, interim reports, announcements, circulars, and the company website, ensuring equal access to information for all shareholders[169] Risk Management and Internal Control The Board holds ultimate responsibility for the Group's risk management and internal control systems, reviewing their effectiveness at least annually, and has established policies to safeguard assets, ensure financial reporting reliability, and comply with regulations, deeming the systems effective and adequate for the year ended March 31, 2025 - The Board confirms its responsibility for the Group's risk management and internal control systems, reviewing their effectiveness at least annually[173] - The Group's risk management and internal control systems are designed to manage rather than eliminate risk, providing reasonable rather than absolute assurance[173] - Upon review, the Board considers the risk management and internal control systems for the current fiscal year to be effective and adequate[175] Environmental, Social and Governance Report Outlines the Group's commitment to sustainable development, detailing its ESG governance structure, key material issues, operating practices, employment policies, and environmental performance metrics ESG Governance and Strategy The Group is committed to sustainable development, with the Board overseeing ESG strategy and reporting through dedicated committees, identifying six material ESG issues—including compliant operations, energy consumption, and talent attraction—as cornerstones for its sustainability initiatives - The Board assumes full responsibility for the Group's ESG strategy, materiality assessment, policies, and reporting, overseeing and executing initiatives through the Sustainability Committee and ESG Working Group[184][186] - The Group has identified six material ESG issues: compliant operations, energy consumption, waste management, supply chain management, talent attraction, and occupational health and safety[187] Operating Practices The Group implements stringent operating practices, including supply chain management with over 95% of raw materials sourced from China and preference for FSC-certified paper, comprehensive product quality control, customer service, privacy protection, and a strict anti-corruption policy with no related legal cases reported - The Group implements stringent supplier screening mechanisms and emphasizes green procurement, such as using Forest Stewardship Council (FSC) certified paper[188][190] - A total of 1,311 product re-execution incidents occurred during the reporting period, with 79% caused by human error, and no product recalls due to copyright or health and safety reasons[198][200] - The Group prohibits all forms of corruption and has established an anti-corruption policy and whistleblowing procedures, with no corruption-related legal cases against the Group or its employees during the reporting period[205] Employment and Labor Practices The Group values its employees as key assets, fostering an equal and diverse work environment with strict prohibitions against child and forced labor, providing competitive remuneration and training for its 39 full-time employees, and prioritizing occupational health and safety with no reported work-related injuries Employee Structure (as at March 31, 2025) | Category | Breakdown | Percentage | | :--- | :--- | :--- | | Total Headcount | | 39 employees | | By Gender | Male | 46% | | | Female | 54% | | By Age Group | 18-29 years | 10% | | | 30-50 years | 64% | | | Over 50 years | 26% | | By Function | Management | 21% | | | Staff | 79% | - The Group strictly prohibits the use of child and forced labor, verifying identities during recruitment to ensure compliance with legal age requirements[209] - During the reporting period, the Group recorded no work-related injuries and no lost days due to work injuries[219] Environmental Performance and Climate Change The Group is committed to environmental protection, focusing on reducing its carbon footprint through energy-saving measures and responsible waste management, assessing climate-related risks as low but continuously monitoring them, and reporting detailed environmental KPIs for emissions and resource consumption Key Environmental Performance Indicators for FY2025 | Indicator | Unit | FY2025 Value | Intensity (per HKD million revenue) | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes of CO2 equivalent | 357 | 2.18 | | Scope 2 (Indirect Emissions) | tonnes of CO2 equivalent | 560 | 3.42 | | Electricity Consumption | kWh | 800,464 | 4,884.15 | - The Group has implemented various energy-saving measures, including zoning lighting, maintaining eco-friendly office temperatures (24-26℃), and switching off non-essential equipment during lunch breaks, to reduce electricity consumption[221][223] - Based on the assessment of climate-related risks, the Board believes the Group faces low substantive risks, but customer expectations regarding environmental image may present market and reputational risks and opportunities[227][229] Independent Auditor's Report The independent auditor, BDO Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, while highlighting a material uncertainty related to going concern due to net current liabilities and identifying impairment assessment of property, plant, equipment, intangible assets, and right-of-use assets as a key audit matter - The auditor issued an unmodified opinion on the consolidated financial statements, deeming them to present fairly the Group's financial position and performance[237] - The report specifically draws attention to a "material uncertainty related to going concern" as the Group recorded net current liabilities of HKD 7,980,974 as of March 31, 2025[239] - A key audit matter is the "impairment assessment of property, plant and equipment, intangible assets, and right-of-use assets", due to significant estimates and judgments made by management regarding cash flow forecasts[241][242][243] Financial Statements and Summary Presents the Group's consolidated financial statements, including income, balance sheet, and cash flow summaries, along with selected notes detailing accounting policies, segment reporting, and capital changes, concluding with a five-year financial overview Consolidated Financial Statements The Group's consolidated financial statements for the year ended March 31, 2025, show a significant turnaround from loss to profit, with revenue growing 134.4% to HKD 163.9 million, resulting in a profit of HKD 0.677 million for the year, and positive net cash flow from operations Summary of Consolidated Statement of Comprehensive Income | Item (HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 163,861,815 | 69,930,379 | | Gross Profit | 34,972,964 | 9,416,776 | | Operating Profit / (Loss) | 3,273,320 | (28,298,538) | | Profit / (Loss) for the Year | 677,089 | (28,670,570) | | Basic Earnings / (Loss) Per Share | 0.62 HK cents | (48.00) HK cents | Summary of Consolidated Statement of Financial Position | Item (HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 109,352,988 | 52,515,843 | | Total Liabilities | 101,614,120 | 45,377,187 | | Total Equity | 7,737,868 | 7,138,656 | | Current Assets | 83,282,613 | 22,879,705 | | Current Liabilities | 91,263,587 | 29,727,855 | | Net Current Liabilities | (7,980,974) | (6,848,150) | Summary of Consolidated Statement of Cash Flows | Item (HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash From / (Used In) Operating Activities | 6,153,316 | (32,839,105) | | Net Cash (Used In) / From Investing Activities | (5,315,337) | 2,000,875 | | Net Cash (Used In) / From Financing Activities | (8,890,806) | 35,658,315 | | Cash and Cash Equivalents at Year End | 1,769,519 | 9,778,940 | Notes to the Financial Statements (Selected) Selected notes to the financial statements detail accounting policies and key estimates, including the going concern assumption despite net current liabilities, segment reporting for general printing services and trading of equipment, and significant changes in share capital and related party transactions during the year - Despite net current liabilities of HKD 7.98 million, the directors consider the preparation of financial statements on a going concern basis appropriate, based on plans to improve liquidity, including a HKD 15 million loan facility granted by controlling shareholder Mr. Lam Shing Tat[266][267] - The Group's business has been reorganized into two reportable segments: "Provision of general printing services" (revenue HKD 147 million) and "Trading of printing equipment and consumables" (revenue HKD 16.96 million)[316][317] - Multiple capital reorganizations occurred during the year, including the 2023 share consolidation, rights issue, and 2025 share consolidation, significantly altering the number of issued shares and par value[366] Financial Summary This section provides a five-year financial summary, showing the Group's revenue reaching a five-year high in FY2025 and a return to profitability after four consecutive years of losses, with total equity recovering to positive values for two consecutive years Five-Year Financial Summary (HKD thousand) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 163,861 | 69,930 | 95,474 | 113,652 | 103,133 | | Profit / (Loss) for the Year | 606 | (28,671) | (20,503) | (4,447) | (12,536) | | Total Assets | 109,352 | 52,516 | 32,814 | 49,358 | 54,641 | | Total Liabilities | 101,614 | 45,377 | 33,495 | 29,536 | 30,372 | | Total Equity | 7,738 | 7,139 | (681) | 19,822 | 24,269 |