生活概念(08056) - 2025 - 年度财报

Company Overview This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period Company Information This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period - Mr. Xu Qiang serves as the Chairman, Chief Executive Officer, and Executive Director of the company[5] - The company's independent auditor is Evergreen (Hong Kong) Certified Public Accountants Limited[7] - During and after the reporting period, there were personnel changes among executive directors, authorized representatives, and the company secretary[5] Chairman's Statement The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services Chairman's Statement The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | | Total Revenue | Approx. 7.4 million HKD | Approx. 16.1 million HKD | | Profit/(Loss) Attributable to Owners of the Company | Profit of approx. 49.7 million HKD | Loss of approx. 19.5 million HKD | - Annual profit primarily resulted from a gain of approximately 26.8 million HKD from the dissolution of a subsidiary and approximately 35.2 million HKD from debt restructuring[9] - The Group's principal businesses include catering supply and financial institution cooperation services; with the receding impact of the pandemic, the company opened a new Chinese restaurant and plans to expand into mainland China and Asian markets[10] - Food ingredient sales (frozen meat) generated approximately 6.0 million HKD in revenue this year, and the Group will continue to seek long-term partnerships to maintain stable income[10] Management Discussion and Analysis This section provides an in-depth review of the Group's operational and financial performance, liquidity, and future outlook, highlighting key drivers and risks Business Review The Group focused on catering supply and financial institution cooperation services this year, with catering expanding through new ventures and frozen meat sales, while financial services were significantly impacted by a sluggish macroeconomic environment - Catering supply services: Frozen meat sales business has consistently generated stable revenue since its launch in November 2022, with approximately 6.0 million HKD in revenue this year; additionally, a new Chinese restaurant began trial operations in February 2025, receiving enthusiastic market response[15] - Financial institution cooperation services: Affected by the sluggish macroeconomic environment in China and globally, no new loans were facilitated this year, resulting in revenue of approximately 0.9 million HKD[16] Financial Review The Group's total revenue decreased to 7.4 million HKD this year, but it achieved a 49.7 million HKD annual profit, turning losses into gains, primarily due to significant one-off gains from subsidiary dissolution and debt restructuring, alongside changes in expenses | Business Segment | 2025 Revenue (thousand HKD) | % of Total Revenue | 2024 Revenue (thousand HKD) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Catering Supply Services | 6,511 | 88.1% | 11,992 | 74.5% | | Provision of Financial Institution Cooperation Services | 883 | 11.9% | 4,094 | 25.5% | | Total | 7,394 | 100.0% | 16,086 | 100.0% | - Catering supply services revenue decreased by 45.8% year-on-year, primarily due to market sluggishness caused by the COVID-19 pandemic[21] - Revenue from financial institution cooperation services significantly decreased, mainly due to an unfavorable macroeconomic environment in China, with no new loans facilitated during the year[22] - This year, a debt restructuring gain of approximately 35.2 million HKD was recorded, primarily from the extension of interest-free advances and loans from related parties and former directors[26] - This year, other net income of approximately 27.0 million HKD was recorded, mainly due to the dissolution of a subsidiary with net liabilities of approximately 26.8 million HKD[28] - Profit attributable to owners of the company was approximately 49.7 million HKD, compared to a loss of 19.5 million HKD in the prior year, successfully turning losses into profits, primarily from gains on dissolution of a subsidiary and debt restructuring[31] Liquidity and Financial Resources As of March 31, 2025, the Group's liquidity remained tight with negative working capital of 23.5 million HKD, but showed improvement from the prior year, and the gearing ratio significantly decreased to 209.1%, indicating eased financial leverage | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | Approx. 128.0 million HKD | Approx. 122.2 million HKD | | Cash and Cash Equivalents | Approx. 171 thousand HKD | Approx. 1.3 million HKD | | Working Capital | Approx. negative 23.5 million HKD | Approx. negative 91.0 million HKD | | Current Ratio | 0.63 | 0.31 | | Gearing Ratio | Approx. 209.1% | Approx. 792.5% | Outlook and Risks The Group is optimistic about its catering business, supported by tourism recovery and a new restaurant, and will continue frozen meat sales for stable income, while managing key risks including market, credit, liquidity, and compliance - Outlook: The Group is optimistic about the recovery of its catering business, having opened a new Chinese restaurant in Hong Kong, and will continue to invest in the frozen meat sales business to drive sustainable growth[35] - Key Risks: The Group faces principal risks and uncertainties including market risk, credit risk, liquidity risk, and compliance risk[36] - Dividends: The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[40] - Post-reporting period events: The company agreed to appoint a placing agent to place up to 13,650,000 shares and changed its principal place of business and head office in Hong Kong[47] Biographical Details of Directors This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds Biographical Details of Directors This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds - Executive Director Mr. Xu Qiang, 41 years old, serves as Chairman and Chief Executive Officer, graduated from Zhongnan University of Economics and Law, and possesses extensive experience in asset management, risk management, and private equity[48] - Executive Director Ms. Wu Liyu, 39 years old, has extensive experience in the food industry and production management, familiar with export health registration and production license applications[49] - Independent Non-executive Directors Mr. Xu Hongqun, Mr. Bian Hongjiang, and Mr. Chen Wenrui possess professional backgrounds in company secretarial, financial management, and investment banking fields, respectively[50][51] Corporate Governance Report This report details the company's adherence to corporate governance principles, including board structure, committee functions, risk management, and shareholder communication practices Corporate Governance Practices and Structure The Board maintains high corporate governance standards, adhering to GEM Listing Rules with one deviation where the Chairman and CEO roles are combined, which the Board believes provides strong leadership, supported by established Audit, Remuneration, and Nomination Committees - The company complied with all applicable code provisions in the Corporate Governance Code during the reporting year, except for a deviation from code provision C.2.1[55] - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Xu Qiang, which the Board believes provides strong and consistent leadership, and the current structure does not undermine the balance of power[62] - The corporate governance structure includes the Audit Committee, Remuneration Committee, and Nomination Committee under the Board, each with clear terms of reference[56] Board of Directors The Board comprises five directors, including two executive and three independent non-executive members, with attendance records detailed, and the company has adopted a board diversity policy, considering its current composition sufficiently diverse in gender, professional background, and skills | Director | Board Meetings | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | | :--- | :--- | :--- | :--- | :--- | | Mr. Xu Qiang | 9/9 | N/A | 1/1 | 1/1 | | Ms. Wu Liyu | 9/9 | N/A | N/A | N/A | | Mr. Xu Hongqun | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Bian Hongjiang | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Chen Wenrui | 9/9 | 2/2 | 1/1 | 1/1 | - The company has three independent non-executive directors, meeting GEM Listing Rules requirements, and all have confirmed their independence[60] - The company has adopted a board diversity policy and considers the current board composition, including one female director, to be sufficiently diverse; as of the reporting date, approximately 20% of the company's directors and 28.6% of its employees are female[66][69] Board Committees This section details the composition and responsibilities of the Remuneration, Nomination, and Audit Committees, which respectively oversee executive compensation, director nominations, and financial reporting, internal controls, and risk management, including communication with the independent auditor - The Remuneration Committee comprises one executive director and three independent non-executive directors, responsible for recommending remuneration policies and terms to the Board[73][75] - The Nomination Committee consists of two executive directors and three independent non-executive directors, responsible for reviewing the Board's composition and nominating directors[77][78] - The Audit Committee comprises three independent non-executive directors, with Chairman Mr. Xu Hongqun possessing appropriate professional qualifications; during the year, the committee reviewed annual and interim results and approved the terms of appointment and remuneration of the independent auditor[79][81][82] Risk Management and Internal Control The Board oversees the Group's risk management and internal control systems, employing a three-tier approach without an internal audit department, which is deemed effective and adequate given the company's current scale - The Group employs a three-tier risk management approach but has not established an internal audit department; the Board will periodically review the need for such a function[83] - The Board has discussed and reviewed the Group's risk management and internal control systems and considers them effective and adequate[84] | Service Type | Fees Paid/Payable (thousand HKD) | | :--- | :--- | | Audit Services | 1,000 | | Non-audit Services | – | | Total | 1,000 | Shareholder Rights and Communication The company has established policies for dividends, whistleblowing, anti-corruption, and shareholder communication to protect shareholder rights and enhance engagement, detailing procedures for shareholder meetings and nominations, and utilizing various communication channels - The company has adopted a dividend policy, but the declaration of dividends is at the sole discretion of the Board and is not guaranteed[94][97] - The company has established whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on corruption, bribery, and similar acts[98][99] - The report clarifies shareholders' right to convene extraordinary general meetings: shareholders holding not less than one-tenth of the paid-up share capital may submit a written request[107] - Shareholders may submit written inquiries to the Board via email at cosec@lifeconcepts.hk or by post[110] Directors' Report This report provides an overview of the Group's annual performance, business activities, share capital changes, and key personnel information for the year ended March 31, 2025 Business and Performance This report outlines the Group's annual performance for the year ended March 31, 2025, focusing on its catering supply and financial institution cooperation services, with detailed results in the financial statements and no final dividend recommended by the Board - The company is an investment holding company, and its subsidiaries are principally engaged in (i) catering supply business and (ii) provision of financial institution cooperation services[114] - The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[125] Share Capital and Placing During the year, the company completed a share placing of 370 million shares, raising 5.1 million HKD for debt repayment and working capital, followed by a 1-for-20 share consolidation in September 2024 - On August 2, 2024, the placing of 370,000,000 shares was completed, with net proceeds of approximately 5.1 million HKD[138] | Use of Proceeds | Planned Net Amount (million HKD) | Actual Utilized Net Amount (million HKD) | Unutilized Net Amount (million HKD) | | :--- | :--- | :--- | :--- | | Repayment of Group Debts | 4.0 | 4.0 | – | | Replenishment of Group Working Capital | 1.1 | 1.1 | – | | Total | 5.1 | 5.1 | – | - On September 3, 2024, the company completed a share consolidation of one share for every twenty shares[140] Directors' and Shareholders' Interests As of March 31, 2025, no directors, chief executives, or substantial shareholders held disclosable share interests or short positions under the SFO, nor did they engage in any competing businesses with the Group - As of March 31, 2025, no directors, chief executives, or substantial shareholders had any interests or short positions in the shares of the company disclosable under Part XV of the Securities and Futures Ordinance[141][142] - No directors or substantial shareholders engaged in any business that competes with the Group's business[143] Major Customers, Suppliers and Share Option Scheme This year, the Group's procurement was highly concentrated, with the largest supplier accounting for 90% of total purchases, and employee count halved to 14; no share options have been granted since listing, and several director and senior management changes occurred during and after the reporting period | Supplier | % of Total Purchases | | :--- | :--- | | Largest Supplier | 90% | | Top Five Suppliers Total | 94% | - As of March 31, 2025, the Group's total number of employees was 14 persons, a significant decrease from 28 persons last year[148][41] - Since its listing, the company has never granted any share options under its share option scheme, thus there were no outstanding share options at the end of the reporting period[165] - The independent auditor changed from PricewaterhouseCoopers to Evergreen (Hong Kong) Certified Public Accountants Limited, effective April 3, 2023[167] Environmental, Social and Governance (ESG) Report This report details the Group's commitment and performance across environmental, social, and governance aspects, adhering to relevant guidelines and addressing key material issues Reporting Framework and Governance This ESG report adheres to the HKEX ESG Reporting Guide, covering the year ended March 31, 2025, with the Board overseeing ESG strategy and performance, identifying occupational health and safety, service responsibility, and anti-corruption as key material issues - This report has complied with the 'Environmental, Social and Governance Reporting Guide' in Appendix C2 of the GEM Listing Rules of the Stock Exchange[175] - The Board is responsible for overseeing ESG-related matters and reviews them at least once annually; the Audit Committee is authorized to implement sustainability strategies[179] - Through materiality assessment, the Group identified the most material ESG issues as: occupational health and safety, development and training, service responsibility and quality management, anti-corruption, and supply chain management[181][185] Environmental Performance This year, the Group's environmental indicators, including greenhouse gas emissions, energy, and water usage, significantly decreased due to restaurant sales and limited new restaurant operations, with the Group progressing well towards its 2026 reduction targets | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (Scope 1&2) | tonnes of CO2 equivalent | 9.7 | 283.6 | | Total Energy Consumption | kWh | 16,137.0 | 412,123.1 | | Water Usage | cubic meters | 244.1 | 7,620.0 | - The significant decrease in environmental indicator data is primarily due to the sale of restaurants in 2024 and limited operating time of new restaurants in 2025[188][193][195] - The Group has set targets to reduce greenhouse gas emissions, electricity consumption, and water consumption by 3% by 2026, using 2024 as the baseline[188][193][195] - Regarding climate change risks, the Group identified physical risks such as typhoons and transition risks like tightening regulations, and has formulated response measures[200][201][202] Social Performance The Group prioritizes good employment practices, employee health, and development, despite a halved workforce and high turnover, strictly adhering to labor standards; operationally, it emphasizes supply chain management, service quality, customer privacy, and anti-corruption, with reported compliance | Employee Statistics (March 31, 2025) | Value | | :--- | :--- | | Total Employees | 14 persons | | By Geographical Location (Hong Kong/Mainland China) | 6 / 8 persons | | By Gender (Male/Female) | 10 / 4 persons | | Annual Turnover Rate | Approx. 114% | - Health and Safety: During the reporting period, 0 lost workdays due to work-related injuries or occupational diseases were recorded, with no work-related fatalities in the past three years[206] - Labor Standards: The Group strictly prohibits the employment of child and forced labor, and reviews identity documents during recruitment to prevent risks[208] - Supply Chain Management: The Group has a total of 34 suppliers, of which 30 are located in Hong Kong; the Group evaluates suppliers' hygiene, compliance, and sustainability performance when selecting them[209] - Anti-corruption: The Group maintains a zero-tolerance stance on bribery and corruption, with no concluded legal cases related to these matters during the reporting period[218] Independent Auditor's Report This report presents the independent auditor's opinion on the Group's consolidated financial statements, highlighting key audit matters and a material uncertainty related to going concern Independent Auditor's Report Independent auditor Evergreen (Hong Kong) Certified Public Accountants Limited issued an unmodified opinion on the Group's consolidated financial statements, while highlighting a 'Material Uncertainty Related to Going Concern' due to net shareholders' deficit and current liabilities exceeding current assets, with key audit matters including non-financial asset impairment and guarantee liability measurement - Audit Opinion: The auditor believes the consolidated financial statements fairly present the Group's financial position and performance and have been properly prepared (unmodified opinion)[225] - Material Uncertainty Related to Going Concern: The auditor draws attention to the Group's net shareholders' deficit of 62.70 million HKD and current liabilities exceeding current assets by 23.50 million HKD as of March 31, 2025, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[227] - Key Audit Matters: - Impairment assessment of non-financial assets: Involves evaluating the recoverable amounts of property, plant and equipment, and right-of-use assets, requiring significant management estimates[230] - Measurement of guarantee liabilities: Pertains to financial institution cooperation services, requiring significant judgment, assumptions, and complex models for measurement[234] Consolidated Financial Statements This section presents the Group's comprehensive financial performance, position, equity changes, and cash flows for the reporting period Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group's revenue significantly decreased to 7.394 million HKD, but it achieved a profit before tax of 49.415 million HKD, reversing last year's loss, primarily due to 26.969 million HKD in other income and 35.242 million HKD in debt restructuring gains | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 7,394 | 16,086 | | Other income/(loss) – net | 26,969 | (5,764) | | Gain on debt restructuring | 35,242 | – | | Profit/(Loss) before income tax | 49,415 | (19,319) | | Profit/(Loss) for the year | 49,286 | (19,469) | | Profit/(Loss) attributable to owners of the company | 49,668 | (19,558) | | Basic earnings/(loss) per share (HKD) | 0.46 | (0.21) | Consolidated Statement of Financial Position As of March 31, 2025, the Group reported total assets of 128.0 million HKD and total liabilities of 191.0 million HKD, resulting in an equity deficit of 62.70 million HKD, an improvement from the prior year, though current liabilities still exceeded current assets | Item (thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 87,542 | 82,069 | | Current assets | 40,480 | 40,172 | | Total assets | 128,022 | 122,241 | | Equity and Liabilities | | | | Total equity (deficit) | (62,696) | (117,725) | | Non-current liabilities | 126,741 | 10,589 | | Current liabilities | 63,977 | 229,377 | | Total liabilities | 190,718 | 239,966 | | Total equity and liabilities | 128,022 | 122,241 | Consolidated Statement of Changes in Equity The equity deficit attributable to owners of the company improved from 123.0 million HKD to 67.53 million HKD this year, driven by an annual profit of 49.67 million HKD and 5.30 million HKD from share placing proceeds, with a slight decrease in non-controlling interests - The equity attributable to owners of the company, a deficit of 122,702 thousand HKD at the beginning of the year, adjusted by total comprehensive income of 49,873 thousand HKD and share placing of 5,298 thousand HKD during the year, resulted in a deficit of 67,531 thousand HKD at year-end[248] Consolidated Statement of Cash Flows This year, the Group experienced a net cash outflow of 9.71 million HKD from operating activities and 5.07 million HKD from investing activities, offset by a 13.61 million HKD net cash inflow from financing, resulting in a net decrease of 1.16 million HKD in cash and cash equivalents, ending at 0.171 million HKD | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (9,707) | 12,210 | | Net cash (used in)/generated from investing activities | (5,065) | 834 | | Net cash generated from/(used in) financing activities | 13,610 | (13,830) | | Net decrease in cash and cash equivalents | (1,162) | (786) | | Cash and cash equivalents at beginning of year | 1,343 | 2,214 | | Cash and cash equivalents at end of year | 171 | 1,343 | Notes to the Consolidated Financial Statements This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, segment information, related party transactions, and compliance risks Note 2.1: Basis of Preparation and Going Concern While prepared on a going concern basis, the financial statements highlight material uncertainties due to a 62.70 million HKD net shareholders' deficit and 23.50 million HKD in excess current liabilities as of March 31, 2025, with directors implementing measures like debt extensions and capital raising to improve the financial position - Material Uncertainty: As of March 31, 2025, the Group's net shareholders' deficit was 62,696,000 HKD, and current liabilities exceeded current assets by 23,497,000 HKD, which may cast significant doubt on its ability to continue as a going concern[257] - The directors have taken several countermeasures, including: - Successfully extending interest-free loans from former directors and related parties totaling over 130 million HKD[259] - Completing a share placing, raising net proceeds of approximately 5.1 million HKD[259] - Obtaining a 30 million HKD credit facility from directors[259] - Actively negotiating with other lenders and seeking new funding sources[259] - Despite these measures, the ability to continue as a going concern remains dependent on successfully obtaining additional funding and negotiating repayment extensions with lenders[260][262] Note 5: Segment Information The Group's operations are segmented into catering supply, financial institution cooperation, and other services; catering supply contributed the majority of revenue at 6.511 million HKD but incurred a loss, while financial services generated 0.883 million HKD in profit, with segment results excluding unallocated head office expenses and one-off gains | Year Ended March 31, 2025 (thousand HKD) | Catering Supply Services | Provision of Financial Institution Cooperation Services | Total | | :--- | :--- | :--- | :--- | | Revenue from external customers | 6,511 | 883 | 7,394 | | Segment results | (3,054) | 520 | (2,534) | - Geographically, the vast majority of revenue came from Hong Kong (6.511 million HKD), with mainland China contributing 0.883 million HKD[367] Note 27: Related Party Transactions This year, the Group engaged in significant related party transactions, primarily debt restructuring, by extending repayment terms on interest-free loans from former directors, current directors, and a related party, generating approximately 35.242 million HKD in debt restructuring gains, a key driver of profitability - Loans of approximately 36.95 million HKD from a related party (non-controlling shareholder of a subsidiary) had their repayment period extended to 2028, generating a debt restructuring gain of approximately 10.00 million HKD[423][424] - Interest-free loans of approximately 98.29 million HKD from former directors (Mr. Fu and his wife Ms. Li) had their repayment period extended to 2028, generating a debt restructuring gain of approximately 23.03 million HKD[425] - Interest-free credit of approximately 9.20 million HKD obtained from directors during the year also underwent debt restructuring, generating a gain of approximately 2.21 million HKD[426] Note 30: Compliance Risk The Group's financial cooperation services in mainland China face potential compliance risks regarding implicit financial guarantees, which may violate Chinese regulations and lead to operational prohibition or fines; however, based on legal advice, directors deem the likelihood of significant penalties low and are adjusting business arrangements - The Group's guarantee arrangements in its financial cooperation services business in China may not comply with regulations issued by the China Banking and Insurance Regulatory Commission in 2019[429] - Potential consequences include prohibition of operations, fines (RMB 0.5 million to 1.0 million), and confiscation of illegal gains[429] - After consulting external legal advice, the directors believe it is unlikely for the Group to be penalized, and the potential adverse impact is not material; the Group is adjusting its business arrangements[430] Financial Summary This section provides a concise overview of the Group's key financial performance and position indicators over the past five fiscal years Five-Year Financial Summary This section summarizes the Group's five-year financial performance, assets, and liabilities, showing a continuous revenue decline since 2021 but the first annual profit in 2025, with relatively stable total assets and a significant decrease in total liabilities, improving the overall equity deficit | Year Ended March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 7,394 | 16,086 | 61,358 | 162,832 | 214,325 | | Profit/(Loss) for the year attributable to owners of the company | 49,668 | (19,558) | (28,883) | (40,848) | (64,432) | | As of March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 128,022 | 122,241 | 139,252 | 150,809 | 251,134 | | Total liabilities | (190,718) | (239,966) | (239,067) | (261,224) | (311,088) | | Total equity (deficit) attributable to owners of the company | (67,531) | (122,702) | (104,966) | (119,925) | (74,914) |