滉达富控股(01348) - 2025 - 年度财报

Company Information This section provides key company information including basic registration details, board and committee member lists, company secretary, auditor, principal bankers, and share registrar Company Basic Information This chapter provides key company information including basic registration details, board and committee member lists, company secretary, auditor, principal bankers, and share registrar - The report lists the members of the Board of Directors, including executive and independent non-executive directors, and the four committees: Audit, Remuneration, Nomination, and Corporate Governance[4] - The company's auditor is BDO Limited, Hong Kong, and its stock code is 1348[4][5] Chairman's Statement The Chairman's Statement reviews the year's operating performance, highlighting the Group's resilience amidst a complex global economic landscape, with the Toys segment maintaining operational stability through stringent cost management and the Financial Services segment focusing on prudent resource allocation and deepening client relationships under limited resources Chairman's Statement The Chairman's Statement reviews the year's operating performance, highlighting the Group's resilience amidst a complex global economic landscape, with the Toys segment maintaining operational stability through stringent cost management and the Financial Services segment focusing on prudent resource allocation and deepening client relationships under limited resources - The Group's core businesses are toy manufacturing and sales (Toys segment) and financial services (Financial Services segment)[6] - The Toys segment faces challenges including squeezed profit margins, supply chain adjustments, and demand fluctuations, but maintained operational stability through stringent cost management and process optimization[6] - The Financial Services segment, due to limited business development capital, strategically prioritized prudent resource allocation over aggressive expansion[6] - In the future, the Board will focus on stringent capital management for both segments, with the Toys segment emphasizing operational excellence and precise innovation, and the Financial Services segment focusing on compliance and controllable growth[7] Corporate Governance Report This report details the company's commitment to high corporate governance standards, adherence to the HKEX Corporate Governance Code, and the structure and responsibilities of its Board and various committees Corporate Governance Practices and the Board The company is committed to maintaining high corporate governance standards and has adopted the HKEX Corporate Governance Code, complying with all applicable code provisions during the reporting period, with the Board responsible for leading and overseeing the Group while delegating daily operations to executive directors and senior management - The company has adopted the HKEX Corporate Governance Code and complied with all applicable code provisions during the current year[10] - The Board is responsible for leading and controlling the Group, with daily responsibilities delegated to executive directors and senior management[13] - As of March 31, 2025, the Board comprises eight directors, including four executive directors and four independent non-executive directors[14] Board Committees The Board has established four committees—Audit, Remuneration, Nomination, and Corporate Governance—each with clear terms of reference and regular meetings, detailing their members, primary duties, and annual work summaries including financial review, remuneration policy review, director nomination, and governance policy monitoring - The Board has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee[21] Board and Committee Attendance | Director Name | Board Attendance | Audit Committee Attendance | Remuneration Committee Attendance | Nomination Committee Attendance | | :--- | :--- | :--- | :--- | :--- | | Mr. Poon Pak Kei | 4/4 | Not Applicable | 2/2 | 2/2 | | Mr. Chu Wan Ming | 4/4 | Not Applicable | 2/2 | 2/2 | | Mr. Hau Yiu Po | 4/4 | Not Applicable | Not Applicable | Not Applicable | | Ms. Tang Yuen Ching | 4/4 | Not Applicable | Not Applicable | Not Applicable | | Mr. Leung Po Wing | 4/4 | 4/4 | 2/2 | 2/2 | | Mr. Chan Siu Wing | 4/4 | 4/4 | 2/2 | 2/2 | | Mr. Wong Wah On | 4/4 | 4/4 | 2/2 | 2/2 | | Ms. Yeung Wai Ling | 2/2 | Not Applicable | Not Applicable | Not Applicable | - The Audit Committee reviewed the consolidated financial statements, oversaw internal control and risk management systems, and recommended the re-appointment of the auditor during the year[25][27][28] Fees Paid to Auditor | Services Provided | Fees Paid/Payable (Thousand HKD) | | :--- | :--- | | Audit Services – Statutory Audit | 950 | | Non-Audit Services: | | | – Agreed-upon Procedures | 80 | | Total | 1,030 | Shareholder Communication and Rights The company values communication with shareholders and has established a dividend policy, clarifying specific procedures and rights for shareholders to convene extraordinary general meetings, convey inquiries to the Board, and propose resolutions at general meetings - The company has adopted a dividend policy, with dividend payments at the discretion of the Board, based on factors such as earnings, cash flow, and financial position[46] - Shareholders holding not less than one-tenth of the paid-up share capital have the right to request an extraordinary general meeting[48] - The report clarifies the procedures for shareholders to nominate director candidates, with the nomination period from the day after the notice of the general meeting is issued until 7 days before the meeting[51][52] Management Discussion and Analysis This section provides an in-depth review of the Group's business and financial performance for the year, outlining challenges faced by the Toys segment and the Financial Services segment's growth despite capital limitations, along with future strategies Business Review This year, the Group's core businesses remained the Toys segment and the Financial Services segment, with the Toys segment facing multiple challenges including geopolitical tensions, global economic uncertainty, rising costs, and stringent ESG requirements, while the Financial Services segment, despite revenue growth, recorded a loss due to low capital levels and high operating costs - The Toys segment faces a complex operating environment, including US-China geopolitical tensions, global economic uncertainty (high inflation, interest rate hikes), conservative customer orders, rising costs (labor, materials, logistics), and stringent ESG requirements[59][60] - The Financial Services segment's revenue increased from HKD 10.8 million in the previous year to HKD 19.9 million in the current year, but still recorded a net loss before tax of HKD 8.2 million due to low capital levels and high operating costs[61] Financial Review The Group's total revenue decreased by 59.4% year-on-year to HKD 71.9 million this year, primarily due to a 68.7% decline in Toys segment revenue, which could not be offset by the 83.4% growth in Financial Services segment revenue, resulting in a narrowed net loss from HKD 74.0 million to HKD 17.9 million, mainly benefiting from the absence of the previous year's HKD 45.5 million goodwill impairment loss Group Financial Performance | Indicator | Current Year (Thousand HKD) | Previous Year (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Group Total Revenue | 71,933 | 177,259 | -59.4% | | Group Net Loss | 17,871 | 73,958 | -75.8% | Segment Performance | Segment | Revenue (Current Year, Million HKD) | Revenue (Previous Year, Million HKD) | Revenue Change | Segment Profit/Loss (Current Year, Million HKD) | | :--- | :--- | :--- | :--- | :--- | | Toys Segment | 52.1 | 166.4 | -68.7% | 0.4 (Profit) | | Financial Services Segment | 19.9 | 10.8 | +83.4% | (10.4) (Loss) | - The significant reduction in net loss is primarily due to the absence of the goodwill impairment loss of approximately HKD 45.5 million in the Financial Services segment from the previous year[69] - As of March 31, 2025, the Group's cash and cash equivalents were HKD 25.6 million (compared to HKD 57.5 million last year), and the debt-to-equity ratio increased from 66.1% to approximately 100%[77] Outlook and Strategy Looking ahead, the Toys segment will focus on cost control, innovation, and strategic management of its manufacturing network to address challenges, while the Group has decided to dispose of its securities brokerage and institutional trading business to preserve working capital, with future financial services focusing on investment and financial advisory businesses requiring less operating capital - Key to the Toys segment's future success lies in continuous innovation (materials, processes), deepening value-added services, implementing ESG agenda, and strategically managing its manufacturing network[97] - To preserve working capital, the company entered into an agreement on June 6, 2025, to dispose of its securities brokerage and institutional trading businesses, which have higher operating costs and capital requirements[98] - Following the disposal, the Group will continue its financial services business through Crosby Asset Management, focusing on investment and financial advisory services under Type 4 (advising on securities) and Type 9 (asset management) licenses, significantly reducing working capital requirements[98] Biographies of Directors and Senior Management This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and positions held in other listed companies Biographies of Directors and Senior Management This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and positions held in other listed companies - This chapter provides detailed biographies of the company's directors, including Mr. Chu Wan Ming, Mr. Poon Pak Kei, Mr. Hau Yiu Po, Ms. Tang Yuen Ching, Mr. Leung Po Wing, Mr. Chan Siu Wing, Mr. Wong Wah On, and Ms. Yeung Wai Ling[100][102][106][108] Directors' Report This report provides an overview of the company's principal activities, financial performance for the year, the Board's recommendation not to declare a final dividend, and details on the company's distributable reserves Business and Financial Overview This chapter outlines the company's principal activities as investment holding and management services, presents the financial results for the current year, states the Board's recommendation not to declare a final dividend, and details the company's distributable reserves - The principal activities of the company are investment holding and the provision of management services[113] - The Board recommends not to declare a final dividend for the current year[114] - As of March 31, 2025, the company's distributable reserves were approximately HKD 34.0 million[116] Risk Management and Compliance The report elaborates on the Group's key risks, including financial risks (credit, liquidity, etc.), market risks, seasonality, reliance on major customers, talent competition, regulatory risks, and environmental and social risks, along with measures taken such as cybersecurity protection and environmental policies to manage these risks - The Group faces key risks including financial risks, market risks, seasonality of product demand, reliance on major customers and suppliers, talent competition, regulatory risks, and environmental and social risks[125][126][127][128] - During the current year, sales to the Group's largest customer and top five customers accounted for 74.7% and 93.8% of total turnover respectively, indicating a high concentration risk[139] - The Group has implemented cybersecurity measures, including installing firewalls and using antivirus software, and has a compliance manual to protect customer data[133][134] Directors, Shareholders, and Shareholding Structure This chapter lists the directors during the reporting period and their changes, discloses the interests of directors and major shareholders in the company's shares, and details the company's share option scheme, including grant dates, exercise prices, number of outstanding share options, and their key terms Directors' Interests in Shares | Director Name | Total Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Mr. Poon Pak Kei | 20,796,000 | 1.41% | | Mr. Chu Wan Ming | 40,295,800 | 2.73% | | Mr. Hau Yiu Po | 14,540,000 | 0.99% | | Ms. Tang Yuen Ching | 1,200,000 | 0.08% | | Mr. Leung Po Wing | 2,800,000 | 0.19% | | Mr. Chan Siu Wing | 2,800,000 | 0.19% | | Mr. Wong Wah On | 1,400,000 | 0.10% | Major Shareholders | Major Shareholder Name | Total Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | | Smart Investor Holdings Limited | 482,864,000 | 32.75% | | Silver Pointer Limited | 106,880,000 | 7.25% | | Benefit Global Limited | 218,463,111 | 14.82% | - The company has a share option scheme, and as of the reporting date, the total number of shares that may be issued due to outstanding share options is 65,643,800 shares, representing 4.5% of the issued share capital[154][162] Independent Auditor's Report The auditor, BDO Limited, Hong Kong, believes that the consolidated financial statements fairly and truly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, specifically highlighting "Impairment assessment of non-financial assets" as a key audit matter due to significant management judgment involved Independent Auditor's Report The auditor, BDO Limited, Hong Kong, believes that the consolidated financial statements fairly and truly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, specifically highlighting "Impairment assessment of non-financial assets" as a key audit matter due to significant management judgment involved - The auditor issued an unmodified opinion, stating that the consolidated financial statements truly and fairly reflect the Group's financial position and performance[185] - A key audit matter is "Impairment assessment of non-financial assets," particularly for property, plant and equipment and right-of-use assets of the "Financial Services" cash-generating unit, as their determination involves significant management judgment and estimates[187][188] Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of cash flows, and detailed notes to the financial statements Consolidated Statement of Profit or Loss and Other Comprehensive Income This year, the Group recorded revenue of HKD 71.933 million, a significant decrease from HKD 177.259 million last year, with the loss for the year narrowing significantly to HKD 17.871 million from HKD 73.958 million, and basic and diluted loss per share at HKD 1.21 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator (Thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 71,933 | 177,259 | | Administrative expenses | (44,558) | (48,062) | | Goodwill impairment loss | – | (45,508) | | Loss for the year and total comprehensive income | (17,871) | (73,958) | | Basic and diluted loss per share (HK cents) | (1.21) | (5.02) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD 164.654 million, total liabilities were HKD 126.357 million, and net assets were HKD 38.297 million, a decrease from HKD 56.168 million in the previous year, with net current assets at HKD 72.691 million Consolidated Statement of Financial Position | Indicator (Thousand HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 164,654 | 176,551 | | Total Non-Current Assets | 5,926 | 5,782 | | Total Current Assets | 158,728 | 170,769 | | Total Liabilities | 126,357 | 120,383 | | Total Current Liabilities | 86,037 | 82,675 | | Total Non-Current Liabilities | 40,320 | 37,708 | | Net Assets | 38,297 | 56,168 | Consolidated Statement of Cash Flows This year, net cash generated from operating activities was HKD 11.947 million, net cash used in investing activities was HKD 36.000 million, primarily due to placement of time deposits, and net cash used in financing activities was HKD 7.923 million, resulting in a net decrease in cash and cash equivalents of HKD 31.976 million, with an ending balance of HKD 25.561 million Consolidated Statement of Cash Flows | Indicator (Thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 11,947 | 23,683 | | Net cash used in investing activities | (36,000) | (19,863) | | Net cash used in financing activities | (7,923) | (8,231) | | Net decrease in cash and cash equivalents | (31,976) | (4,411) | | Cash and cash equivalents at year end | 25,561 | 57,537 | Notes to the Consolidated Financial Statements The notes section elaborates on the basis of financial statement preparation, significant accounting policies, and accounting judgments and estimates, covering segment information, revenue composition, details of various assets and liabilities (such as property, goodwill, receivables, convertible notes), related party transactions, contingent liabilities, and post-reporting period events - The Group has two reportable segments: "Manufacturing and Sales of Toys" and "Financial Services"[265] - Revenue from the two largest customers in the Toys segment totaled HKD 50.492 million, accounting for approximately 70.2% of the Group's total revenue[279] - As of March 31, 2025, the Group had outstanding bills payable with a principal amount of HKD 31.0 million and convertible notes with a liability component carrying amount of HKD 7.295 million[331][336] - The Group has a contingent liability involving a lawsuit against its subsidiary, Crosby Securities Limited, for which the directors believe the outflow of resources is not yet probable at this stage, thus no provision has been made[383][385] - Post-reporting period event: On June 6, 2025, the company entered into an agreement to dispose of its entire equity interest in Crosby Asia Limited, which holds the securities brokerage business, for an estimated consideration of approximately HKD 11.2 million[386] Five-Year Financial Summary This chapter provides a summary of the Group's performance, assets, and liabilities over the past five financial years, showing a continuous decline in Group revenue since 2021 and a year-on-year decrease in net assets Five-Year Financial Summary This chapter provides a summary of the Group's performance, assets, and liabilities over the past five financial years, showing a continuous decline in Group revenue since 2021 and a year-on-year decrease in net assets Five-Year Financial Summary | Indicator (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 71,933 | 177,259 | 341,801 | 448,655 | 485,788 | | Loss for the year | (17,871) | (73,958) | (72,321) | (94,374) | (35,628) | | Total Assets | 164,654 | 176,551 | 243,876 | 381,507 | 438,842 | | Net Assets | 38,297 | 56,168 | 126,464 | 198,710 | 293,084 |