协同通信(01613) - 2025 - 年度财报

Company Information Company and Board Members This section details the company's registration, principal business locations, banking relationships, and lists Board and committee members with their changes - The company's Board of Directors and various committees experienced significant personnel changes during the reporting period, including appointments, retirements, and resignations of multiple directors[5] - The company's headquarters are in Hong Kong, with principal operations in Jiaxing, Zhejiang, China, and maintains banking relationships in Hong Kong and mainland China[6] Financial Highlights Financial Highlights In FY2025, group revenue surged 87.0% to HKD 117 million driven by new smartphone distribution, but gross profit declined, margin dropped from 39.6% to 13.6%, and loss attributable to owners widened 82.6% to HKD 32.5 million Financial Highlights (Year Ended March 31) | Metric (Year Ended March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Performance | | | | Revenue (HKD Thousands) | 116,933 | 62,581 | | Gross Profit (HKD Thousands) | 15,909 | 24,757 | | Gross Margin (%) | 13.6 | 39.6 | | Loss for the Year (HKD Thousands) | (35,831) | (17,768) | | Basic Loss Per Share (HKD) | (0.08) | (0.06) | | Liquidity and Gearing Ratio (As of March 31) | | | | Current Ratio | 1.3 | 1.3 | | Gearing Ratio (%) | 30.5 | 12.4 | | Operating Cash Flow | | | | Net Cash Used in Operating Activities (HKD Thousands) | (38,192) | (17,478) | - Group revenue increased 87.0% year-on-year, from approximately HKD 62.6 million to approximately HKD 116.9 million[10] - Group gross profit decreased by approximately HKD 8.9 million year-on-year to HKD 15.9 million, with gross margin falling from 39.6% to 13.6%[10] - Loss attributable to owners of the company increased 82.6% year-on-year, from approximately HKD 17.8 million to HKD 32.5 million[10] Chairman's Statement Chairman's Statement Despite macroeconomic challenges, the Group achieved 87% revenue growth driven by smartphone distribution, contributing 73.4% of total revenue, though new and building intelligence segments incurred losses due to competition, while control systems remained profitable, with future focus on strategic investments and fundraising for international development - In FY2025, group revenue reached approximately HKD 116.9 million, a significant increase from the previous fiscal year, primarily driven by the smartphone distribution segment, which contributed HKD 85.8 million in revenue, accounting for 73.4% of total revenue[12] - The smartphone distribution and building intelligence segments recorded losses due to intense market competition, while the control systems segment remained profitable[13] - The Group will continue to explore fundraising opportunities, focusing on potential international development to deliver long-term sustainable returns to shareholders[13] Management Discussion and Analysis Business Review The Group operates four businesses: control systems, building intelligence, data centers, and smartphone distribution; in FY2025, smartphone distribution became the main revenue source but incurred losses, building intelligence sales declined turning to loss, control systems profit grew due to credit loss reversal, and data center operations scaled down with reduced losses Control Systems Business The control systems business provides automation solutions across various industries; in FY2025, external revenue decreased to HKD 29.5 million, but segment profit significantly increased from HKD 0.5 million to HKD 8.7 million, primarily due to the reversal of expected credit loss provisions Control Systems Business Performance | Metric | FY2025 (HKD Millions) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | External Revenue | 29.5 | 38.0 | | Segment Profit | 8.7 | 0.5 | Building Intelligence Business The building intelligence business offers visual intercom, surveillance, and smart home systems; in FY2025, sales revenue plummeted from HKD 24.3 million to HKD 1.6 million due to weak consumer spending and operating cost pressures, with segment results shifting from a HKD 3.6 million profit to a HKD 11.9 million loss Building Intelligence Business Performance | Metric | FY2025 (HKD Millions) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | Revenue | 1.6 | 24.3 | | Segment (Loss)/Profit | (11.9) | 3.6 | Data Center Business The data center business provides IT infrastructure leasing and hosting services; due to strategic resource reallocation towards smartphone distribution, its scale reduced, with FY2025 revenue dropping to HKD 12,000 and segment loss significantly narrowing from HKD 11.7 million to HKD 18,000 Data Center Business Performance | Metric | FY2025 (HKD) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | Revenue | 12,000 | 0.2 | | Segment Loss | 18,000 | 11.7 | Smartphone Distribution Business Launched in July 2024, this new business primarily distributes Xiaomi products, achieving HKD 85.9 million in sales revenue in FY2025, but recorded a segment loss of HKD 9.3 million due to its early development stage and intense market competition Smartphone Distribution Business Performance | Metric | FY2025 (HKD Millions) | | :--- | :--- | | Revenue | 85.9 | | Segment Loss | 9.3 | Business Outlook and Strategies The Group anticipates ongoing macroeconomic challenges, with building intelligence and control systems affected by weak demand and competition, and smartphone distribution not yet profitable; strategies include cost control, leveraging technology, exploring manufacturing relocation to Australia to mitigate geopolitical risks, and seeking new ICT business opportunities - China's economy faces adverse factors such as high inflation, high interest rates, and strained Sino-US relations, suppressing consumer demand and business investment, impacting the Group's overall performance[22] - The Group is actively exploring the possibility of relocating manufacturing operations back to Australia to address geopolitical tensions and US tariff impacts, thereby accessing markets cautious of Chinese products[23] - The Group will continue to explore other business activities in the information and communication technology sector, preparing for future recovery and growth through stringent cost control and exploring potential industries like 5G and IoT[25] Financial Review In FY2025, total group revenue increased 87.0% year-on-year to HKD 116.9 million, primarily due to the new smartphone distribution business; however, its low gross margin led to an overall group gross margin decline from 39.6% to 13.6%, while loss attributable to owners expanded from HKD 17.8 million to HKD 32.5 million Revenue by Business Segment | Business Segment | 2025 Revenue (HKD Thousands) | Proportion (%) | 2024 Revenue (HKD Thousands) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | | Control Systems | 29,499 | 25.2 | 38,030 | 60.8 | | Building Intelligence | 1,553 | 1.4 | 24,305 | 38.8 | | Data Center | 12 | – | 246 | 0.4 | | Smartphone Distribution | 85,869 | 73.4 | – | – | | Total | 116,933 | 100.0 | 62,581 | 100.0 | - Gross profit decreased from HKD 24.8 million to HKD 15.9 million, with gross margin falling from 39.6% to 13.6%, primarily due to the lower gross margin of the newly launched smartphone distribution business[29] - Loss attributable to owners of the company increased 82.6% from HKD 17.8 million to HKD 32.5 million, mainly due to approximately HKD 9.2 million in fair value losses on financial assets and approximately HKD 4.9 million in share-based payment expenses[37] - Administrative and other operating expenses increased from HKD 27.5 million to HKD 36.0 million, primarily due to higher staff costs and increased share-based payment expenses[33] Capital Structure, Liquidity, and Financial Resources To support operations and business expansion, the Group completed two fundraising activities in FY2025: a share placement in March 2024 raising approximately HKD 23.8 million net for general working capital, and a subscription in November 2024 raising approximately HKD 20.7 million net for smartphone inventory and administrative operations; as of year-end, the current ratio remained at 1.3, but the gearing ratio increased from 15.3% to 30.5% - A placement of 60,000,000 shares was completed in March 2024, raising net proceeds of approximately HKD 23.8 million, fully utilized for general working capital, including staff salaries, leases, and professional fees[39][40][41] - A subscription for 74,176,000 shares was completed in November 2024, raising net proceeds of approximately HKD 20.7 million, fully utilized for purchasing smartphone inventory for the distribution business and the Group's administrative working capital[41][43] - As of March 31, 2025, the Group's current ratio was 1.3 (2024: 1.3), and the gearing ratio (net debt/total equity) was 30.5% (2024: 15.3%)[43] - As of March 31, 2025, approximately HKD 43.0 million of the Group's outstanding bank borrowings were overdue[44] Employees and Remuneration Policy As of March 31, 2025, the Group had 82 employees, an increase of 9 year-on-year, with annual staff costs of approximately HKD 24.6 million, up 33.7%, primarily due to increased headcount and HKD 4.9 million in share-based payment expenses; the Group's remuneration policy is based on individual performance, experience, and industry practice, with performance-linked bonuses and share option schemes to incentivize staff, and 25.04 million share options were granted to executive directors and employees during the reporting period Employee Data | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees (As of March 31) | 82 | 73 | | Staff Costs (HKD Millions) | 24.6 | 18.4 | - Staff costs increased 33.7%, primarily due to an increase in the number of employees and approximately HKD 4.9 million in share-based payment expenses[50] - On April 26, 2024, the company granted a total of 25,043,200 share options under the share option scheme[52] Directors' Report Principal Activities and Risks This report outlines the Group's principal activities, including automatic control systems, intelligent systems, IT leasing and hosting services, and smartphone distribution; it highlights key risks, particularly the limited profit margins in the highly competitive smartphone distribution business, alongside operational, financial (exchange rate, interest rate, liquidity), and compliance risks, detailing corresponding monitoring and management measures - The Group's principal activities include (i) automatic control systems, (ii) intelligent systems, (iii) IT infrastructure leasing and hosting, and (iv) smartphone distribution business[66] - The primary business risk stems from the smartphone distribution business, a highly competitive market with limited profit margins, exerting pressure on gross margins[69] Major Suppliers and Customers In the current fiscal year, the Group exhibited high reliance on major customers and suppliers; the largest customer accounted for 64.5% of total revenue, with the top five customers collectively representing 88.5%, while the largest supplier accounted for 84.0% of total purchases, and the top five suppliers collectively 92.3%, indicating significant concentration risk in both customer and supply chains Customer and Supplier Concentration | Concentration | Percentage of Total | | :--- | :--- | | Largest Customer as % of Total Revenue | 64.5% | | Top Five Customers as % of Total Revenue | 88.5% | | Largest Supplier as % of Total Purchases | 84.0% | | Top Five Suppliers as % of Total Purchases | 92.3% | Directors and Shareholding Structure The Board of Directors experienced multiple changes during the reporting period; Executive Director Mr. Han Weining holds significant equity through his controlled corporations, and other major shareholders include Infinity Holding Resources Limited, the largest single shareholder with 16.53%; the company did not purchase, redeem, or sell any listed securities during the period - Executive Director Mr. Han Weining is deemed to be interested in approximately 12.3% of the company's shares through his wholly-owned Excel Time Investments Limited and Hong Kong Able Group Enterprise Limited[101][102] - Major shareholder Infinity Holding Resources Limited holds 16.53% of the company's shares, making it the largest shareholder[104][105] Share Option Scheme The company adopted a share option scheme in September 2022; on April 26, 2024, a total of 25,043,200 share options were granted to eligible participants at an exercise price of HKD 0.49; as of fiscal year-end, 14,252,800 options were exercised, with 10,790,400 remaining unexercised, and the total number of shares available for issue under the scheme represents approximately 2.41% of issued shares - On April 26, 2024, the company granted a total of 25,043,200 share options, of which 3,596,800 were granted to Executive Director Mr. You Yiyang[110] - As of March 31, 2025, a total of 14,252,800 share options were exercised during the year, with 10,790,400 share options remaining unexercised[110][111] Corporate Governance Report Corporate Governance Practices The company adopted the Code Provisions of the Corporate Governance Code but had two deviations during the reporting period: the Chairman position has been vacant since January 2020 (deviation from Code Provision C.2), and consequently, the Chairman was absent from the 2024 Annual General Meeting (deviation from Code Provision F.2.2); the company is actively seeking a suitable candidate to fill the Chairman vacancy - The company deviated from Corporate Governance Code Provision C.2, as the position of Chairman of the Board has been vacant since January 3, 2020[129] - The company deviated from Corporate Governance Code Provision F.2.2, as the Chairman was absent from the 2024 Annual General Meeting[130] Board of Directors As of the reporting period end, the Board comprised three executive directors, one non-executive director, and three independent non-executive directors, aligning with diversity policy; the Board held 7 meetings during the period to discuss group strategy, policies, and performance, with the company having purchased liability insurance for directors and ensured the independence of independent non-executive directors - The Board of Directors comprises seven directors, including three executive directors, one non-executive director, and three independent non-executive directors[132] - A total of 7 Board meetings were held during the reporting period, with generally high attendance rates from all directors[138] Board Committees The company established three Board committees—Audit, Remuneration, and Nomination—all chaired by independent non-executive directors; the Audit Committee oversees financial reporting, risk management, and internal controls; the Remuneration Committee sets compensation policies for directors and senior management; and the Nomination Committee reviews Board structure and nominates director candidates; all committees held meetings and fulfilled their respective duties during the reporting period - The Audit Committee, composed of three independent non-executive directors, held 2 meetings during the year, reviewing the annual and interim financial statements[151][152] - The Remuneration Committee, composed of three independent non-executive directors, held 4 meetings during the year, reviewing the remuneration policies for directors and senior management[153][154] - The Nomination Committee, composed of three independent non-executive directors, held 4 meetings during the year, fulfilling duties such as reviewing Board composition and assessing the independence of independent non-executive directors[155][156] Internal Control and Risk Management The Board is ultimately responsible for the Group's risk management and internal control systems, reviewing their effectiveness at least annually; the Group has established a four-tier risk management framework involving the Board, Audit Committee, management, and risk owners, with external consultants engaged for review; the internal control system is based on the COSO framework; currently, the company has no internal audit function, as the Board deems external expert engagement more cost-effective, and will continuously assess the need for an internal audit department - The Board confirms its responsibility for risk management and internal control systems, reviewing their effectiveness at least annually, covering financial, operational, and compliance controls[167] - The company engaged external consultants to review the effectiveness of its risk management and internal control systems for the year ended March 31, 2025[172] - The company currently has no internal audit function, as the Board believes engaging external independent professionals for review is more cost-effective, and will annually assess the need for establishing an internal audit department[182] Environmental, Social and Governance Report ESG Governance and Strategy The Group established an ESG governance framework with the Board fully responsible and a working group assisting implementation; through stakeholder engagement and materiality assessment, 17 significant ESG issues were identified, including GHG emissions, waste management, employee welfare, product quality, and anti-corruption; based on this, new environmental targets were set, integrating ESG principles into daily operations and risk management - The Group has established a two-tier ESG governance framework comprising the Board and an ESG working group, with the Board bearing overall responsibility for ESG strategy and reporting[192][195] - Through materiality assessment, the Group identified 17 significant ESG issues, with the most critical being waste management, greenhouse gas emissions, energy consumption, customer satisfaction, and product quality control[201][203][204] A. Environmental Due to reduced production scale, the Group's main operating entity, Vankos, saw decreases in total GHG emissions, non-hazardous waste, energy consumption, and water usage; however, due to fixed consumption, resource consumption densities failed to meet original FY2025 reduction targets; consequently, new targets were set using FY2025 as the baseline to reduce GHG emission, non-hazardous waste, energy, and water consumption densities by FY2030 or earlier; the Group identified and addressed climate change-related physical and transition risks - The Group failed to achieve its targets of reducing greenhouse gas emission density, non-hazardous waste density, energy consumption density, and water consumption density by FY2025, using FY2022 as the baseline year[208][213][220][223] - The Group set new environmental targets: to reduce Vankos' greenhouse gas emission density, non-hazardous waste density, energy consumption density, and water consumption density by FY2030 or earlier, using FY2025 as the new baseline year[209][213][220][224] Environmental Performance (Vankos) | Environmental Performance (Vankos) | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes of CO2 equivalent | 52.43 | 133.92 | | GHG Emission Density | tonnes CO2e/total annual production | 0.02 | 0.02 | | Total Non-Hazardous Waste | tonnes | 3.00 | 6.80 | | Non-Hazardous Waste Density | kg/total annual production | 0.94 | 0.91 | | Total Energy Consumption | kWh | 93,334.00 | 234,823.00 | | Energy Consumption Density | kWh/total annual production | 29.21 | 31.31 | | Total Water Consumption | cubic meters | 2,645.00 | 3,704.00 | | Water Consumption Density | cubic meters/total annual production | 0.83 | 0.49 | B. Social Regarding social responsibility, the Group is committed to providing a fair, safe work environment and development opportunities for employees; as of fiscal year-end, total employees were 82, with annual turnover rate decreasing from 57.5% to 28.1%; the Group strictly adheres to labor standards, prohibiting child and forced labor; in supply chain management, stringent screening and evaluation standards are applied to suppliers, focusing on their environmental and social performance; for product quality, the Group follows ISO9001 standards, with no product recalls or major complaints during the year; additionally, an anti-corruption policy and whistleblowing mechanism are in place, with relevant training provided to directors and staff Employee Data | Employee Data (As of March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Total Number | 82 | 73 | | Total Turnover Rate | 28.05% | 57.53% | - During the reporting period, the Group recorded no work-related injuries or fatalities among employees, nor any lost workdays due to work-related injuries[243] - The Group rigorously screens suppliers and encourages them to obtain international certifications such as ISO9001 and ISO14001, fostering a green supply chain[256][257] - In FY2025, the Group had no goods recalled due to product quality, safety, or health reasons, nor did it receive any customer complaints regarding product quality or services[260][262] - During the year, the Group provided anti-corruption training to 3 directors and 7 employees, with no corruption lawsuits or whistleblowing cases identified[268] Independent Auditor's Report and Financial Statements Independent Auditor's Report Auditor Pacon CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming they present a true and fair view of the Group's financial position and performance; a key audit matter was "Provision for Expected Credit Losses on Trade Receivables," where the auditor reviewed management's assessment methods, assumptions, and estimates, finding them supported by evidence; the report also noted that the prior year's financial statements were audited by a different auditor - The auditor issued an unmodified opinion on the consolidated financial statements[277] - A key audit matter was "Provision for Expected Credit Losses on Trade Receivables"; as of year-end, total trade receivables were approximately HKD 53.46 million, with expected credit loss provisions of approximately HKD 22.64 million[280][281][282] - The auditor was changed during the reporting period from National Alliance CPA Limited to Pacon CPA Limited[53][125] Consolidated Financial Statements The consolidated financial statements show the Group's total revenue in FY2025 was HKD 116.9 million, but recorded a loss for the year of HKD 35.83 million, with loss attributable to owners at HKD 32.49 million; as of year-end, total assets were HKD 221.4 million, total liabilities HKD 113.7 million, and total equity HKD 107.7 million; net cash used in operating activities was HKD 38.20 million, while net cash from financing activities was HKD 17.59 million, resulting in a net decrease in cash and cash equivalents Consolidated Financial Summary | Metric (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Consolidated Statement of Profit or Loss | | | | Revenue | 116,933 | 62,581 | | Gross Profit | 15,909 | 24,757 | | Operating Loss | (33,460) | (11,883) | | Loss for the Year | (35,831) | (17,768) | | Loss Attributable to Owners of the Company | (32,488) | (17,840) | | Consolidated Statement of Financial Position (As of Year-End) | | | | Total Assets | 221,444 | 223,095 | | Total Liabilities | 113,728 | 106,884 | | Total Equity | 107,716 | 116,211 | | Consolidated Statement of Cash Flows | | | | Net Cash Used in Operating Activities | (38,202) | (17,478) | | Net Cash Used in Investing Activities | (676) | (2,657) | | Net Cash Generated from Financing Activities | 17,587 | 50,784 | Notes to the Consolidated Financial Statements (Selected) The notes to the financial statements detail accounting policies and specific item information; key points include the Group's four business segments—building intelligence, control systems, data centers, and smartphone distribution—with smartphone distribution contributing 73.4% of revenue but incurring losses; goodwill is primarily attributed to the control systems segment and passed impairment tests; trade receivables have a long aging profile with significant expected credit loss provisions; additionally, HKD 43.03 million in bank borrowings are in default, but are expected to be discharged through a post-year-end subsidiary disposal Note 13: Segment Reporting In FY2025, the Group's operations were divided into four reporting segments; smartphone distribution, a new business, contributed HKD 85.87 million in revenue but incurred a HKD 9.31 million loss; the control systems segment achieved HKD 8.66 million in profit; the building intelligence segment shifted from profit to a HKD 11.87 million loss; data center business losses significantly narrowed; segment assets are primarily concentrated in building intelligence and control systems Segment Performance (Year Ended March 31, 2025) | Segment (Year Ended March 31, 2025) | External Revenue (HKD Thousands) | Segment (Loss)/Profit (HKD Thousands) | | :--- | :--- | :--- | | Building Intelligence | 1,553 | (11,870) | | Control Systems | 29,499 | 8,657 | | Data Center | 12 | (18) | | Smartphone Distribution | 85,869 | (9,312) | Note 16: Goodwill As of March 31, 2025, the Group's goodwill carrying amount was HKD 21.91 million, entirely attributable to the control systems cash-generating unit; management performed an impairment test on this unit, calculating its value in use using a five-year cash flow forecast and a pre-tax discount rate of 15.40%, with the assessment indicating no impairment - Goodwill carrying amount was HKD 21.91 million (2024: HKD 22.17 million), entirely attributable to the control systems cash-generating unit[457][459] - Key assumptions used in the impairment test included a long-term growth rate of 2.0% and a pre-tax discount rate of 15.40%; based on the assessment, no impairment was recognized[461] Note 20: Trade and Other Receivables As of March 31, 2025, total trade receivables amounted to HKD 53.46 million, with a loss allowance of HKD 22.64 million, representing approximately 42%; aging analysis shows a high proportion of receivables over 181 days, with HKD 21.32 million over 365 days, for which a 100% individually assessed provision has been made Aging Analysis of Trade Receivables (HKD Thousands) | Trade Receivables Aging Analysis (HKD Thousands) | 2025 | | :--- | :--- | | Not yet overdue | 12,227 | | 1 to 180 days | 7,423 | | 181 to 365 days | 12,493 | | Over 365 days | 21,315 | | Total | 53,458 | | Less: Loss allowance | (22,643) | | Net amount | 30,815 | Note 25: Bank Borrowings As of March 31, 2025, HKD 43.03 million in secured bank borrowings of the Group were in default; these borrowings are secured by the Group's buildings, plant and equipment, right-of-use assets, and a director's property; the Group expects to discharge these defaulted borrowings through the post-year-end disposal of a non-wholly owned subsidiary - As of March 31, 2025, approximately HKD 43.03 million of the Group's bank borrowings were in default[481] - Subsequent to the year-end, the Group received a legally binding offer letter for a potential disposal, and upon completion, the defaulted bank borrowings are expected to be fully discharged[482] Five-Year Summary Five-Year Financial Summary The five-year financial summary indicates the Group consistently recorded losses over the past five years; FY2025 revenue significantly rebounded from the prior two years but remained below FY2022 levels; annual losses widened in FY2023 and FY2025, while total assets and total equity showed a declining trend over the period Five-Year Financial Summary (HKD Thousands) | Year Ended March 31 (HKD Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 116,933 | 62,581 | 60,538 | 114,165 | 90,281 | | Loss for the Year | (35,831) | (17,768) | (43,679) | (113,773) | (16,891) | | Loss Attributable to Owners of the Company | (32,488) | (17,840) | (40,971) | (109,678) | (15,133) | | Assets and Liabilities | | | | | | | Total Assets | 221,444 | 223,095 | 226,023 | 271,452 | 309,714 | | Total Liabilities | (113,728) | (106,884) | (157,654) | (166,017) | (147,072) | | Equity Attributable to Owners of the Company | 107,992 | 113,173 | 69,126 | 102,893 | 156,218 |