皓天财经集团(01260) - 2025 - 年度财报

Financial Summary Performance Summary The Group achieved a turnaround to profitability in FY2025, driven by investment gains and cost control despite a decline in revenue Five-Year Performance Summary | Indicator (HK$'000) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 371,121 | 303,597 | 276,007 | 239,055 | 190,836 | | Profit (Loss) Before Tax | 135,248 | (125,319) | 32,037 | (60,700) | 48,086 | | Profit (Loss) for the Year | 118,319 | (128,923) | 27,222 | (66,500) | 41,221 | Assets and Liabilities Summary The Group's financial position remained solid with total assets slightly increasing to HK$1.628 billion and total liabilities continuing to decline Five-Year Assets and Liabilities Summary | Indicator (HK$'000) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 2,004,674 | 1,548,781 | 1,612,127 | 1,577,881 | 1,627,527 | | Total Liabilities | (361,035) | (157,632) | (137,100) | (120,636) | (112,742) | | Equity Attributable to Owners of the Company | 1,643,639 | 1,391,149 | 1,475,027 | 1,457,245 | 1,514,785 | Corporate Information Chairman's Statement Results and Dividends The Group achieved a significant turnaround to a profit of HK$41.2 million but the Board does not recommend a final dividend - For the year ended 31 March 2025, the Group recorded a profit of approximately HK$41.2 million, compared to a loss of approximately HK$66.5 million in the previous year[13] - The Board does not recommend the payment of a final dividend for the year ended 31 March 2025[14] Business Review Total revenue decreased by 20.2% to HK$191 million, with the core financial communications segment seeing a profit increase despite lower revenue - Despite the resilience of the Hong Kong IPO market, the Group's revenue decreased by approximately 20.2% from approximately HK$239 million in the previous year to approximately HK$191 million this year[15][17] - The Hong Kong IPO market is undergoing a structural change, with new economy enterprises (biotech, AI, new energy) accounting for over 75% of funds raised, and the HKEX continuing to optimize its listing regime (e.g., Chapter 18C)[18] Financial Communications Services Segment The core financial communications segment's revenue fell 18.9% to HK$190.8 million, but its profit grew 18.6% to HK$92.5 million Financial Communications Services Segment Performance | Indicator | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Turnover | Approx. HK$190.8 million | Approx. HK$235.4 million | -18.9% | | Profit | Approx. HK$92.5 million | Approx. HK$78.0 million | +18.6% | International Roadshow Services Segment This segment recorded no revenue as the Group focused on the Hong Kong market, resulting in a minor loss of approximately HK$12,000 International Roadshow Services Segment Performance | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | HK$0 | Approx. HK$3.7 million | | Segment (Loss)/Profit | Approx. (HK$12,000) | Approx. HK$1.9 million | Debt Securities Investment The Group's debt securities investment generated interest income and a gain on disposal, but an impairment loss of HK$38.5 million was recognized - A gain on derecognition/disposal of debt securities of approximately HK$0.5 million was recorded, compared to a loss of approximately HK$53.0 million in the prior year[23] - Due to the deteriorating credit situation of certain listed bond issuers, the Group recognized an impairment loss of approximately HK$38.5 million in profit or loss[23] Financial Review The Group maintained a strong financial position with total cash and time deposits increasing to HK$824.5 million and a net gearing ratio of 0% - The Group had no bank loans as at 31 March 2025, with a net gearing ratio of 0%[24] - As at 31 March 2025, the Group had no pledged assets, whereas properties of approximately HK$551 million were pledged in the prior year[26] Liquidity Position | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Bank Balances and Cash | Approx. HK$31.4 million | Approx. HK$213.7 million | | Time Deposits | Approx. HK$793.1 million | Approx. HK$506.3 million | | Total | Approx. HK$824.5 million | Approx. HK$720.0 million | Prospects The Group holds a cautiously optimistic outlook on the Hong Kong IPO market, balancing opportunities from potential rate cuts with global economic uncertainties - Opportunities: Potential interest rate cuts by major central banks could boost market risk appetite; Mainland China's economic stabilization and capital market opening will inject funds into Hong Kong; HKEX's inclusivity for specialist technology and biotech firms will continue to attract global innovative companies[29] - Challenges: Global economic uncertainty and geopolitical volatility remain potential disruptions; competition among international financial centers remains fierce; issuers need to adapt to stricter disclosure requirements and investor focus on profitability[29] Employees and Remuneration Policy As of March 31, 2025, the Group had 174 full-time employees with total staff costs amounting to approximately HK$46.7 million Employee Data | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 174 | - | | Total Staff Costs | Approx. HK$46.7 million | Approx. HK$45.5 million | Biographical Details of Directors of the Company Report of the Directors Principal Activities and Results The Company's principal activities are investment holding and securities investment, with no significant changes during the year - The Company's principal activity is investment holding and securities investment, with its main subsidiaries engaged in services such as financial communications[50] - The Board does not recommend the payment of a final dividend for the year ended 31 March 2025[52] Use of Proceeds As of March 31, 2025, approximately HK$165 million from the IPO and HK$348 million from the placing remain unutilized Use of Proceeds from Initial Public Offering | Allocation of Net Proceeds | Intended Use | Total Amount Used | Balance | Expected Utilisation Date | | :--- | :--- | :--- | :--- | :--- | | Approx. HK$124.9 million | Strategic mergers and acquisitions | HK$19.8 million | HK$105.1 million | 31 December 2025 | | Approx. HK$124.9 million | Financing or establishing joint ventures | HK$65.5 million | HK$59.4 million | 31 December 2025 | Use of Proceeds from Placing and Subscription | Allocation of Net Proceeds | Intended Use | Total Amount Used | Balance | Expected Utilisation Date | | :--- | :--- | :--- | :--- | :--- | | Approx. HK$423.0 million | Creation of "Wonderful Sky Cloud" platform | HK$74.6 million | HK$348.4 million | 31 December 2025 | Major Customers and Suppliers The Group's customer and supplier bases are relatively diversified, with the top five customers and suppliers accounting for small percentages of revenue and purchases - The five largest customers accounted for approximately 9.6% of total revenue, with the single largest customer accounting for approximately 2.4%[74] - The five largest suppliers accounted for approximately 10.2% of total purchases, with the single largest supplier accounting for approximately 3.2%[76] Directors' and Shareholders' Interests The report discloses the shareholdings of directors and major shareholders, with Chairman Mr. Liu Tianni holding a combined interest of approximately 70.83% - Chairman Mr. Liu Tianni, through a discretionary trust, joint interests, and family interests, holds a total of 815,616,000 shares, representing 70.83% of the issued share capital[83] - Substantial shareholder Sapphire Star Investments Limited beneficially owns 750,000,000 shares, representing 65.13% of the issued share capital[87] Share Option Scheme All share options granted to employees on January 26, 2018, have lapsed or been forfeited during the year Share Option Movements | Date of Grant | Exercise Price (HK$) | Outstanding at Beginning of Year | Lapsed/Forfeited During the Year | Outstanding at End of Year | | :--- | :--- | :--- | :--- | :--- | | 26.1.2018 | 1.500 | 4,000,000 | (4,000,000) | 0 | Corporate Governance Report Corporate Governance Practices The Company is committed to high standards of corporate governance, with the roles of Chairman and CEO being held by the same individual - The Company deviated from code provision A.2.1 of the Corporate Governance Code, as the roles of Chairman and Chief Executive Officer are not separate and are both performed by Mr. Liu Tianni, which the Board believes provides strong and consistent leadership[102] Board of Directors and Committees The Board comprises five directors, and its Remuneration, Nomination, and Audit Committees are all chaired by an Independent Non-executive Director - The Board consists of 2 executive Directors and 3 independent non-executive Directors and held 4 meetings during the year[104] - The Remuneration Committee and Nomination Committee are both chaired by Ms. Li Lingxiu, an independent non-executive Director[110][111] Accountability and Audit The Group has established a three-tier internal control mechanism for risk management, with audit services fees amounting to HK$850,000 for the year - The Group has established a three-tier internal control mechanism involving the Board, the compliance department, and management of various business units for effective risk management[116][121] Auditor's Remuneration | Services Rendered | Fees Paid/Payable (HK$'000) | | :--- | :--- | | Audit services | 850 | | Tax and other services | – | | Total | 850 | Shareholders' Rights The report outlines shareholder rights, including the right for shareholders holding at least one-tenth of the paid-up capital to convene a special general meeting - Shareholders holding not less than 10% of the paid-up share capital have the right to request the Board to convene a special general meeting[125] Environmental, Social and Governance Report Environment The Group mitigates its environmental impact through a "Green Office Program" and reports its annual resource consumption and emissions - The Group implements a "Green Office Program" with measures including maintaining office temperature at 25°C, encouraging double-sided printing, and promoting a paperless office[132] Annual Resource Consumption and Emissions | Indicator | Quantity | | :--- | :--- | | Electricity Consumption | Approx. 303,779 kWh | | CO2 Equivalent Emissions | Approx. 246,235 kg | | Printing Paper Usage | Approx. 726,000 sheets | | Gasoline Usage | Approx. 27,079 litres | Social The Group provides competitive remuneration, ensures occupational health and safety, and adheres to strict anti-corruption and labor standards - The Group provides employees with competitive remuneration, medical insurance, and has established compliant human resources practices covering promotion, equal opportunities, and anti-discrimination[138] - The Group has established a supplier management system, conducting regular and annual assessments of suppliers, and emphasizes their legal compliance and occupational health and safety records[144] - The Group implements a strict anti-corruption policy and has complied with relevant laws such as the Prevention of Bribery Ordinance in Hong Kong, with no corruption cases reported during the fiscal year[148] Independent Auditor's Report Audit Opinion The independent auditor issued an unmodified opinion, stating that the financial statements give a true and fair view of the Group's financial position - The auditor concluded that the consolidated financial statements give a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards, and issued an unmodified opinion[151] Key Audit Matters The auditor identified the impairment assessment of trade receivables and debt instruments at FVOCI as key audit matters due to significant management judgment - Impairment assessment of trade receivables: Considered a key audit matter due to significant management judgment on expected credit losses; as of 31 March 2025, trade receivables were HK$34.47 million (net of HK$33.18 million provision)[156] - Impairment assessment of debt instruments at FVOCI: Considered a key audit matter due to significant estimation and judgment in recognizing loss allowances; as of 31 March 2025, the fair value of these instruments was HK$85.07 million, with an impairment loss of HK$38.53 million recognized during the year[158] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's revenue was HK$191 million, and it achieved a profit for the year of HK$41.22 million, reversing the prior year's loss Key Consolidated Income Statement Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 190,836 | 239,055 | | Gross Profit | 106,760 | 122,256 | | Profit (Loss) Before Tax | 48,086 | (60,700) | | Profit (Loss) for the Year | 41,221 | (66,500) | | Total Comprehensive Income (Loss) for the Year | 57,540 | (17,782) | | Basic Earnings (Loss) Per Share | 3.58 HK cents | (5.78) HK cents | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets stood at HK$1.628 billion, with net assets increasing to HK$1.515 billion Key Consolidated Statement of Financial Position Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | Non-current Assets | 687,402 | 742,397 | | Current Assets | 940,125 | 835,484 | | Total Assets | 1,627,527 | 1,577,881 | | Current Liabilities | 112,742 | 120,636 | | Net Assets | 1,514,785 | 1,457,245 | | Total Equity | 1,514,785 | 1,457,245 | Consolidated Statement of Changes in Equity Total equity attributable to owners of the Company increased from HK$1.457 billion to HK$1.515 billion, driven by profit and other comprehensive income - Total equity increased from HK$1,457,245 thousand at the beginning of the year to HK$1,514,785 thousand at year-end, a growth of HK$57,540 thousand[184] - The increase in equity was primarily due to profit for the year of HK$41,221 thousand and other comprehensive income of HK$16,319 thousand[184] Consolidated Statement of Cash Flows The Group generated positive cash from operations, but a significant increase in time deposits led to a net decrease in cash and cash equivalents Key Consolidated Cash Flow Statement Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 54,254 | 47,046 | | Net Cash (Used in) from Investing Activities | (232,522) | 98,742 | | Net Cash Used in Financing Activities | – | (1) | | Net (Decrease) Increase in Cash and Cash Equivalents | (178,268) | 145,787 | | Cash and Cash Equivalents at Beginning of Year | 213,710 | 75,540 | | Cash and Cash Equivalents at End of Year | 31,396 | 213,710 | Notes to the Consolidated Financial Statements Note 5: Revenue and Segment Information The Group's total revenue of HK$191 million was primarily derived from the financial communications services segment Revenue by Timing of Recognition | Revenue Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Recognised at a point in time | 152,088 | 175,394 | | Recognised over time | 38,748 | 63,661 | | Total | 190,836 | 239,055 | Segment Results (2025) | Segment | Revenue (HK$'000) | Segment Profit/(Loss) (HK$'000) | | :--- | :--- | :--- | | Provision of financial communication services | 190,836 | 92,525 | | Organising and coordinating international roadshows | – | (12) | | Consolidated | 190,836 | 92,513 | Note 10: Directors', Chief Executive's and Employees' Emoluments Total emoluments for directors and the chief executive amounted to approximately HK$4.6 million for the year Directors' and Chief Executive's Emoluments (2025) | Name | Position | Total Emoluments (HK$'000) | | :--- | :--- | :--- | | Mr. Liu Tianni | Executive Director | 3,822 | | Ms. Liu Xinyi | Executive Director | 421 | | Ms. Lin Yingrong | Independent Non-executive Director | 120 | | Ms. Li Lingxiu | Independent Non-executive Director | 120 | | Mr. Zhang Guangda | Independent Non-executive Director | 77 | | Mr. Leung Chi Wing | Independent Non-executive Director (Resigned) | 35 | | Total | | 4,595 | Note 19: Trade and Other Receivables As of March 31, 2025, the net amount of trade receivables was HK$34.47 million after a credit loss provision of HK$33.18 million Ageing Analysis of Trade Receivables (Net of Allowance) | Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | 7,514 | 5,184 | | 31 to 90 days | 8,053 | 13,066 | | 91 days to 1 year | 18,907 | 17,320 | | Over 1 year | – | 509 | | Total | 34,474 | 36,079 | Note 21: Debt Instruments at Fair Value Through Other Comprehensive Income The fair value of the Group's debt instruments at FVOCI was HK$85.07 million, comprising corporate and government bonds Debt Instrument Portfolio | Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Listed debt securities (HKEX) | 24,224 | 41,189 | | Listed debt securities (SGX) | 41,401 | 46,319 | | Government bonds (US) | 19,444 | – | | Total | 85,069 | 87,508 | Note 32: Financial Instruments and Risk Management The Group's primary financial risks include equity price, interest rate, foreign exchange, and credit risk, with significant credit loss provisions made for certain debt instruments - The Group's main financial risks include equity price risk, interest rate risk, foreign exchange risk (primarily RMB and USD), and credit risk[350][351][352][356] - For the year ended 31 March 2025, the net expected credit loss on debt instruments at FVOCI amounted to HK$38,529,000, primarily due to the deteriorating credit quality of listed bond issuers[363] Credit Risk Assessment Summary of Financial Assets (2025) | Asset Class | Internal Credit Rating | ECL Basis | Gross Carrying Amount (HK$'000) | | :--- | :--- | :--- | :--- | | Trade receivables | Low risk/Watch list/Loss | Lifetime | 67,650 | | Debt instruments at FVOCI | AA+ (Low risk) | 12-month | 19,379 | | | CCC to C (Doubtful) | Lifetime | 14,372 | | | C (Loss) | Lifetime | 362,858 | | Bank balances and time deposits | BBB+ to A+ | 12-month | 824,503 |