绿色经济(01315) - 2025 - 年度财报

Corporate Information Company Core Information and Management Changes The report details the company's corporate information, key advisors, and significant changes in its board of directors and senior management - Significant changes occurred in senior management during and after the reporting period[6][7] - Mr Zhou Zhe resigned as Chairman and CEO on February 20, 2025 - Mr Zhu Feng was appointed as Chairman on June 19, 2025 - Mr Tang Hongyang was appointed as CEO on February 20, 2025 - Mr Ngai Ming Tak resigned as President on March 25, 2025 - The board saw the addition of Mr Zhou Dingchen, Mr So Chun Kit and Ms Li Xiaoting, while Dr Huang Liping resigned Chairman's Statement Financial Performance Summary The Group's revenue slightly decreased while operating profit marginally increased, but basic earnings per share fell sharply in fiscal year 2025 Key Financial Indicators for FY2025 | Indicator | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Turnover | Approx HK$2,833 million | Approx HK$2,935 million | -3.5% | | Gross Profit | Approx HK$58.6 million | Approx HK$84.9 million | -31.0% | | Operating Profit | Approx HK$49.6 million | Approx HK$48.2 million | +2.9% | | Basic Earnings Per Share | Approx 2.51 HK cents | Approx 4.89 HK cents | -48.7% | Business Review and Prospects The Group's core operations include supply chain management and construction, with a significant strategic move to dispose of the entire construction business segment - The supply chain management business, focusing on iron ore products, is the Group's core, maintaining inventories at multiple major ports in Mainland China to ensure timely delivery, with iron ore inventory valued at approximately HK$83.2 million as of March 31, 2025[13][14] - The construction-related business faces challenges such as market slowdowns, high interest rates, and labor shortages, prompting a focus on cost control and risk mitigation[16] - On June 19, 2025, the company entered into an agreement to dispose of its construction-related business segment (Prosper Ace Investments Limited and its subsidiaries) for a consideration of HK$1, after which the Group will no longer hold any interest in this segment[17][21] Management Discussion and Analysis Operating Results The supply chain segment's revenue grew but profit declined, while all construction-related segments experienced significant decreases in both revenue and profit Performance by Business Segment (HK$ million) | Business Segment | FY2025 Revenue | FY2024 Revenue | FY2025 Profit | FY2024 Profit | | :--- | :--- | :--- | :--- | :--- | | Supply Chain Management | 2,453 | 2,201 | 25.1 | 37.6 | | Building Construction | 1.4 | 2 | 0.4 | 1.7 | | Alteration and Addition Works | 44.5 | 116 | 2.9 | 13.5 | | Property Maintenance | 335.1 | 615.8 | 32.7 | 34.0 | - Although the supply chain management segment's revenue increased, its profit decreased from HK$37.6 million to HK$25.1 million due to a reduction in profit margin[28] - The decline in the property maintenance segment's revenue and profit was mainly due to the expiration of two large-scale long-term maintenance contracts in March and December 2024[33] Liquidity and Financial Resources The Group maintained a solid financial position with an improved liquidity ratio and increased cash reserves, supported by adequate banking facilities Financial Position Indicators | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Current Assets | HK$662.1 million | HK$671.8 million | | Current Liabilities | HK$418.0 million | HK$469.7 million | | Current Ratio | 1.58 times | 1.43 times | | Cash and Bank Balances | HK$209.9 million | HK$150.0 million | | Gearing Ratio | 31.1% | 30.5% | Significant Corporate Events and Use of Funds The company raised funds through a rights issue for investments and working capital and completed an acquisition to expand its iron ore processing services - The company completed a rights issue on April 16, 2024, raising net proceeds of approximately HK$25.97 million, of which HK$9.82 million had been used for general administrative expenses and working capital as of March 31, 2025[37][38][41] - In September 2024, the company completed the acquisition of Runpeng Holdings Limited to expand its iron ore pre-processing and blending services, strengthening its supply chain management business[43] Principal Risks and Uncertainties The Group faces distinct risks in its supply chain business, including margin and price volatility, and in its construction business, related to labor and project estimation - The supply chain management business faces risks such as low gross profit margins, impairment of receivables, and fluctuations in shipping and market prices[45] - The construction business is exposed to risks including rising labor costs, inaccuracies in project time and cost estimation, and the non-recurrent nature of project revenue[50] Contract Progress The total value of uncompleted contracts decreased significantly, mainly due to the completion of a major property maintenance contract during the year Change in Value of Uncompleted Contracts (HK$'000) | Business Segment | 31 March 2024 | 31 March 2025 | | :--- | :--- | :--- | | Property Maintenance | 1,229,787 | 273,987 | | Alteration, Renovation, etc | 139,038 | 89,693 | | Total | 1,368,825 | 363,680 | - The alteration, renovation, improvement, and interior fitting-out works segment secured 6 new contracts in FY2025 with a total value of approximately HK$46.55 million[57] - The property maintenance segment completed a term contract with the Hong Kong Hospital Authority in December 2024, with a contract value of HK$955.8 million[59] Significant Events After the Reporting Period Post-period events include a planned investment, the disposal of the construction business, and the extension of a related loan's maturity date - On June 18, 2025, the company announced its plan to subscribe for investor shares in Peijia Medical Group for up to HK$11.6 million[70] - On June 19, 2025, the company conditionally agreed to sell its target group engaged in building construction, alteration, and property maintenance for HK$1[70] - On June 20, 2025, the maturity date for loans owed by the target group (Magic Choice and Wang Zong) was extended to September 30, 2027, with an annual interest rate of 13%[72] Biographical Details of Directors and Senior Management Profiles of Directors and Senior Management This section details the extensive experience of the board and senior management in finance, steel trading, and the construction industry - The executive director team possesses a strong background in steel trading, banking, risk management, and corporate finance, including Chairman Mr Zhu Feng's long-term executive experience in a steel group and CEO Mr Tang Hongyang's over 20 years in banking[74][75][78] - The independent non-executive directors provide expertise in accounting, finance, and public administration, such as Mr Wong Wai Kwan's experience as a veteran accountant and Mr Zhang Shengman's senior roles at the World Bank and Citigroup[80][83] Report of the Directors Principal Activities and Financial Overview The Group's main businesses are supply chain management and construction, with no dividend declared for the year and a high concentration of customers and suppliers - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[92] - The Group has a high concentration of customers and suppliers[100] - The top five customers accounted for approximately 61.9% of total sales - The top five suppliers accounted for approximately 40.6% of total purchases Share Option Scheme The company operates a 2021 share option scheme to incentivize talent, while options granted under the terminated 2011 scheme remain partially outstanding Outstanding Share Options under the 2011 Scheme | Grantee Name | Outstanding at Beginning of Year | Changes During Year | Outstanding at End of Year | Lapsed After Reporting Date | Exercise Price | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Ngai Ming Tak | 3,332,278 | 0 | 3,332,278 | (3,332,278) | HK$0.6752 | | Mr Fung Kar Lun | 3,332,278 | 0 | 3,332,278 | 0 | HK$0.6752 | | Total | 6,664,556 | 0 | 6,664,556 | (3,332,278) | | - As of March 31, 2025, a total of 37,499,999 shares were available for issue under the 2021 Scheme, representing approximately 6.03% of the total issued shares, with no options granted since its adoption[111] Directors' and Chief Executives' Interests in Shares Executive Director Mr Zhu Feng is the company's substantial shareholder, holding a combined interest of 28.11% as of the reporting date Directors' and Substantial Shareholders' Interests (31 March 2025) | Shareholder Name | Capacity | Number of Shares | Shareholding % | | :--- | :--- | :--- | :--- | | Mr Zhu Feng | Beneficial owner & interest of controlled corporation | 174,797,650 | 28.11% | | Ensure Prestige Limited | Beneficial owner | 96,276,700 | 15.48% | | Mega Start Limited | Beneficial owner | 46,912,500 | 7.54% | Extract of Independent Auditor's Opinion and Board's Response The auditor highlighted a material uncertainty related to going concern due to a significant related party loan, which the board believes is manageable - The auditor noted that as of March 31, 2025, the Group had related party loans of approximately HK$207 million, with original maturity dates in October 2025 and September 2026, constituting a material uncertainty regarding the Group's ability to continue as a going concern[139] - The Board responded that if the disposal of the construction business subsidiaries is completed, the Group will be discharged from this debt; otherwise, the loan's maturity has been extended to September 30, 2027, ensuring sufficient working capital[141] Corporate Governance Report Corporate Governance Practices and Deviations The company complied with most corporate governance code provisions but reported two deviations regarding director attendance and role separation - Deviations from the Corporate Governance Code were noted[145][146] - Code Provision C.1.6: Two independent non-executive directors were unable to attend the Annual General Meeting on September 27, 2024 - Code Provision C.2.1: Prior to February 20, 2025, the roles of Chairman and CEO were not separate and were both performed by Mr Zhou Zhe Board and Committee Operations This section outlines the functions of the board and its committees, which held multiple meetings to review financial statements, remuneration, and nominations - The Audit Committee, comprising three independent non-executive directors, held three meetings during the year to review the interim and annual financial statements[163][164] - The Remuneration Committee held four meetings to review director and senior management compensation, with senior management remuneration (excluding directors) ranging from HK$1 million to HK$2.5 million[165][168] - The Nomination Committee held four meetings to review the board's structure, assess director independence, and recommend appointments[170] Accountability, Risk Management, and Investor Relations The company emphasizes its financial reporting responsibilities, maintains a comprehensive risk management system, and actively communicates with shareholders Auditor's Remuneration (FY2025) | Service Type | Amount (HK$) | | :--- | :--- | | Audit Services Fee | 1,655,000 | | Non-audit Services Fee | 220,000 | | Total | 1,875,000 | - The Board is fully responsible for maintaining a sound and effective risk management and internal control system and has engaged an external consultant to conduct an internal control review of specific risk management processes[178][179] Independent Auditor's Report Auditor's Opinion and Material Uncertainty Related to Going Concern The auditor issued an unmodified opinion but highlighted a material uncertainty related to the Group's going concern status due to a significant related party loan - The auditor issued an unmodified opinion, concluding that the consolidated financial statements give a true and fair view of the Group's financial position[191] - The report emphasizes a "Material Uncertainty Related to Going Concern" arising from related party loans of approximately HK$207 million as of March 31, 2025, whose original maturity dates could cast significant doubt on the Group's ability to continue as a going concern[193][195] Key Audit Matters The audit focused on revenue recognition for construction contracts and the provision for expected credit losses, both involving significant management judgment - Key Audit Matter 1: Revenue recognition from construction contracts was a focus due to the significant management judgment and estimation required to determine the progress of completion and budget costs[197][199] - Key Audit Matter 2: Provision for expected credit losses (ECL) on trade receivables and contract assets was identified as critical because management's assessment involves significant judgment, considering historical default rates and forward-looking economic factors[198][202] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's profit for the year decreased by 16.2% to HK$15.3 million, impacted by lower gross profit and higher finance costs despite controlled expenses Consolidated Statement of Profit or Loss Summary (HK$'000) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 2,833,486 | 2,934,565 | | Gross Profit | 58,640 | 84,934 | | Operating Profit | 49,553 | 48,173 | | Profit before Tax | 22,112 | 22,284 | | Profit for the Year | 15,254 | 18,206 | | Profit for the Year Attributable to Owners of the Company | 15,427 | 18,221 | Consolidated Statement of Financial Position The Group's net assets grew by 38% to HK$143.8 million, driven by an increase in net current assets and improved liquidity Consolidated Statement of Financial Position Summary (HK$'000) | Item | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 5,506 | 8,047 | | Current Assets | 662,102 | 671,813 | | Total Assets | 667,608 | 679,860 | | Liabilities and Equity | | | | Current Liabilities | 417,972 | 469,726 | | Non-current Liabilities | 105,824 | 105,898 | | Total Liabilities | 523,796 | 575,624 | | Total Equity | 143,812 | 104,236 | Consolidated Statement of Changes in Equity Total equity attributable to owners increased to HK$148.0 million, primarily due to the profit for the year and the issuance of shares from a rights issue - Key drivers for the increase in total equity during the year include[221] - Total comprehensive income for the year: +HK$13.6 million - Issuance of shares by way of rights issue: +HK$26.0 million Consolidated Statement of Cash Flows The Group generated a net cash inflow from operations of HK$57.9 million, leading to a significant increase in year-end cash and cash equivalents Consolidated Statement of Cash Flows Summary (HK$'000) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Cash generated from operations | 57,929 | 51,819 | | Net cash from (used in) investing activities | 6,220 | (2,342) | | Net cash used in financing activities | (5,474) | (28,829) | | Increase in cash and cash equivalents | 58,675 | 20,648 | | Cash and cash equivalents at beginning of year | 86,688 | 66,278 | | Cash and cash equivalents at end of year | 144,101 | 86,688 | Notes to the Consolidated Financial Statements Note 2: Basis of Preparation and Going Concern This note reiterates the material uncertainty related to going concern from the HK$207 million related party loan, which the directors believe is manageable - The note highlights that a material uncertainty exists regarding the Group's ability to continue as a going concern, which depends on[228][230] 1. The successful disposal of the construction business subsidiaries which hold the significant loan 2. The continued extension of the loan's maturity (now extended to September 2027) if the disposal fails 3. The successful drawdown of available banking facilities when needed Note 8: Revenue The Group's revenue is dominated by the supply chain management business, with Mainland China being the primary geographical market Revenue by Business Segment (HK$'000) | Business Segment | FY2025 | FY2024 | | :--- | :--- | :--- | | Supply Chain Management | 2,452,473 | 2,200,632 | | Building Construction and Others | 1,360 | 1,963 | | Alteration, Renovation, etc | 44,541 | 116,177 | | Property Maintenance | 335,112 | 615,793 | | Total | 2,833,486 | 2,934,565 | Revenue by Geographical Market (HK$'000) | Geographical Market | FY2025 | FY2024 | | :--- | :--- | :--- | | Hong Kong | 646,425 | 892,516 | | China (excluding Hong Kong) | 2,187,061 | 2,042,049 | | Total | 2,833,486 | 2,934,565 | Note 11: Segment Information The supply chain segment is the largest contributor to revenue and assets, though its profit declined, and the Group has a high concentration of major customers Revenue from Major Customers (HK$'000) | Customer | Segment | FY2025 Revenue | | :--- | :--- | :--- | | Customer A | Supply Chain Management | 559,296 | | Customer B | Construction and Maintenance | 348,884 | | Customer C | Supply Chain Management | 357,694 | Notes 32 & 33: Borrowings The Group's primary borrowing is a HK$207 million loan from a related party, the maturity of which has been extended to September 2027 - The Group has a loan of approximately HK$207 million from a related party, Mr Huang, which is borne by subsidiaries Magic Choice and Wang Zong; the loan's maturity date was extended to September 30, 2027, with an annual interest rate of 13%[385][386] Note 35: Share Capital The company's share capital increased following the completion of a rights issue, which also contributed to an improved debt-to-capital ratio - On April 16, 2024, the company completed a rights issue, issuing 171,876,373 new shares and raising net proceeds of approximately HK$25.97 million[389] - The Group's debt-to-adjusted capital ratio decreased from 78% to 66%, mainly due to a reduction in debt and an increase in equity[391] Note 43: Events After the Reporting Period This note details three major post-period events, including a planned investment, the disposal of the construction business, and a related loan extension - On June 19, 2025, the company signed an agreement to dispose of its target group engaged in construction and maintenance for a consideration of HK$1, aiming to divest the business segment and resolve its associated large related party debt[417][420] Five-Year Financial Summary Five-Year Financial Summary This section presents key financial data over the past five years, showing a trend of declining revenue but a recovery in profitability and equity since FY2023 Five-Year Financial Data Summary (HK$'000) | Item | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 5,236,876 | 3,991,555 | 2,462,942 | 2,934,565 | 2,833,486 | | Profit/(Loss) attributable to owners of the parent | 7,216 | (13,566) | (85,348) | 18,221 | 15,427 | | Assets and Liabilities | | | | | | | Total Assets | 858,846 | 880,680 | 664,257 | 679,860 | 667,608 | | Total Liabilities | (706,791) | (707,162) | (571,350) | (575,624) | (523,796) | | Total Equity | 152,055 | 173,518 | 92,907 | 104,236 | 143,812 |