Company Information The report details core company information including board members, committee compositions, legal advisors, principal bankers, and share registrars - The report comprehensively lists the company's board of directors, committee structures, legal advisors, principal bankers, and share registrars1011 Chairman's Statement The Chairman's Statement outlines the Group's significant strategic transformation, including the cessation of all Hong Kong restaurant operations by October 2024 and a pivot towards the mainland China market due to the persistent downturn in Hong Kong's catering sector - The Group has ceased all Hong Kong restaurant operations by the end of October 2024, shifting its business focus entirely to mainland China due to the prolonged downturn in the Hong Kong catering market14 - New business initiatives in mainland China include establishing self-operated high-end private restaurants, operating a liquor supply business focused on Chinese Baijiu (brand management, customization, distribution), and collaborating with e-commerce platforms for food sales and distribution1516 - Management expresses optimism for the Chinese market, anticipating synergistic effects between catering-related businesses and food and liquor distribution, while actively seeking potential opportunities to expand revenue streams1618 Financial Highlights This chapter summarizes the Group's consolidated results, assets, and liabilities for the year ended March 31, 2025, indicating a significant revenue decline, substantial loss reduction, but negative total equity and increased net current liabilities Consolidated Results Summary | Metric | Year Ended March 31, 2025 (Thousand HKD) | Year Ended March 31, 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26,727 | 51,729 | -48.4% | | Loss Before Tax | (1,917) | (29,409) | -93.5% | | Total Comprehensive Loss for the Year Attributable to Owners of the Company | (3,661) | (30,382) | -87.9% | Consolidated Assets and Liabilities Summary | Metric | As at March 31, 2025 (Thousand HKD) | As at March 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 16,491 | 18,858 | -12.5% | | Total Liabilities | 30,504 | 29,893 | +2.0% | | Total Equity | (14,013) | (11,035) | -27.0% | | Net Current Liabilities | (14,214) | (8,064) | +76.3% | Management Discussion and Analysis This chapter provides an in-depth analysis of the Group's business transformation, financial performance, liquidity, key risks, and human resources strategy, highlighting the strategic shift to mainland China and its impact on various aspects Business Review and Outlook This fiscal year, the Group's business focus has shifted to mainland China, primarily engaging in liquor supply (especially B2B sales of Chinese Baijiu), online food sales and distribution, and expanding catering services, aiming to solidify its position as a food and liquor supplier and catering operator in China, with plans to open a new restaurant in Nanjing by September 2025, while its Hong Kong money lending business generated no interest income - The Group has shifted its business focus to China, with new business areas including brand management, customization, marketing, and distribution of premium liquor, especially Chinese Baijiu25 - The Group has expanded into online food sales and distribution and plans to open a new restaurant in Nanjing, China, expected to commence operations around September 20252529 - The Group's Hong Kong money lending business recognized no interest income this fiscal year, compared to approximately HKD 0.2 million in the prior year29 Financial Review This fiscal year, revenue decreased by 48.4% year-on-year to HKD 26.7 million primarily due to the termination of Hong Kong restaurant operations, resulting in a 48.5% decline in gross profit while maintaining a stable gross profit margin of 59.0%, with other net income significantly increasing due to HKD 6.38 million in lease termination gains, and various expenses like staff costs, property rentals, and depreciation notably decreasing due to business contraction, leading to a substantial narrowing of net loss for the year from HKD 32.1 million to HKD 2.8 million Financial Performance Overview (Year-on-Year) | Financial Metric | FY2025 (Million HKD) | FY2024 (Million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26.7 | 51.7 | -48.4% | | Cost of Inventories Sold | 11.0 | 21.0 | -47.6% | | Gross Profit | 15.8 | 30.7 | -48.5% | | Gross Profit Margin | 59.0% | 59.4% | -0.4 p.p. | | Staff Costs | 11.5 | 21.1 | -45.5% | | Loss for the Year | 2.8 | 32.1 | -91.3% | - Other income and net gains increased from HKD 0.9 million to HKD 6.5 million, primarily due to the recognition of HKD 6.38 million in lease termination gains35 - No significant asset impairment losses were recognized this year, compared to HKD 12.6 million in impairment losses (including property, plant and equipment, right-of-use assets, and intangible assets) recognized in the prior year42 Liquidity and Financial Resources The Group's liquidity significantly tightened, with cash and cash equivalents sharply decreasing by 96.7% to HKD 0.3 million at fiscal year-end, primarily due to increased working capital needs, Hong Kong restaurant closure costs, and bank loan repayments, while total interest-bearing borrowings decreased from HKD 15.6 million to HKD 5 million, and the debt-to-equity ratio is not applicable due to the Group's equity deficit - Cash and cash equivalents significantly decreased by 96.7% from HKD 9.1 million in the prior year to HKD 0.3 million57 - Total interest-bearing borrowings, including bank borrowings and lease liabilities, decreased from HKD 15.6 million to HKD 5 million58 - The debt-to-equity ratio is not applicable as the Group is in an equity deficit position61 Key Risks and Uncertainties The Group's key risks include high reliance on the Chinese market (approximately 58.8% of revenue from China), potential impacts from China's economic fluctuations or policy changes, volatility in food and liquor costs, rising labor costs, and commercial property rental expenses - Business is highly concentrated in the Chinese market, with approximately 58.8% of revenue derived from food and liquor sales and distribution in China, making it susceptible to China's economic conditions53 - Cost control faces uncertainties, including volatile food and liquor prices, rising wage levels, and high commercial property rental costs5354 Employees and Remuneration Policy Following business restructuring, the Group's employee count significantly decreased from 93 to 12, with total staff costs falling from HKD 20.8 million to HKD 11.5 million, and its remuneration policy aims to offer market-competitive compensation to attract and retain talent, reviewed based on company performance, market conditions, and individual contributions Employee and Cost Changes | Metric | As at March 31, 2025 | As at March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 12 | 93 | -87.1% | | Total Staff Costs (Million HKD) | 11.5 | 20.8 | -44.7% | Biographical Details of Directors and Senior Management This chapter provides detailed biographical information for executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, industry experience, and shareholdings, noting that Chairman Mr. Zhou Feng is the controlling shareholder and spouse of Executive Director Ms. Zhang Miao - The report provides detailed biographies of executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, industry experience, and shareholdings, noting that Chairman Mr. Zhou Feng is the controlling shareholder and spouse of Executive Director Ms. Zhang Miao848587889091 Corporate Governance Report This chapter outlines the company's corporate governance practices regarding board structure, committee operations, risk management, internal controls, and shareholder communication, emphasizing its compliance with the Corporate Governance Code Board and Committees The company complied with the Corporate Governance Code this fiscal year, maintaining a balanced board comprising three executive and three independent non-executive directors, with the report detailing board responsibilities, meeting attendance, and the composition, terms of reference, and annual work of the Audit, Remuneration, Nomination, and Investment Committees, where independent non-executive directors play key roles to ensure independence and effective oversight - The company has adopted and complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules93 - The Board has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Investment Committee, with detailed explanations of their membership and responsibilities108 Board Meeting Attendance (FY2024/25) | Director Name | Position | Meetings Attended/Held | | :--- | :--- | :--- | | Mr. Zhou Feng | Chairman, Executive Director | 18/18 | | Ms. Zhang Miao | Chief Executive Officer, Executive Director | 18/18 | | Ms. Shen Wenchai | Executive Director | 14/14 | | Mr. Ho Lik Kwan | Independent Non-Executive Director | 18/18 | | Mr. Lam Lap Sing | Independent Non-Executive Director | 18/18 | | Ms. Lau Wai Hing | Independent Non-Executive Director | 18/18 | Risk Management and Internal Control The Board is responsible for reviewing the effectiveness of the Group's risk management and internal control systems annually, with the Audit Committee and Board completing their review this fiscal year, deeming existing systems adequate and effective across financial, operational, compliance, and risk management aspects, and the Group has engaged external professional consultants for an independent internal control review - The Board considers the Group's risk management and internal control systems adequate and effective, and external consultants have been engaged for an independent internal control review138139 Shareholder Rights and Communication The company has adopted a shareholder communication policy, maintaining engagement through various channels including general meetings, corporate communications, and its website, with the report clarifying shareholders' rights and procedures for convening an extraordinary general meeting, requiring shareholders holding at least one-tenth of the voting rights to request such a meeting - The company communicates with shareholders through annual general meetings, its website, annual reports, and announcements, ensuring information transparency148152 - Pursuant to the company's articles of association, shareholders holding not less than 10% of the voting rights are entitled to request an extraordinary general meeting155 Directors' Report This chapter outlines the Group's principal activities and performance for the fiscal year, details several continuing connected transactions, and explains the terms of the share option scheme and the interests of directors and substantial shareholders in the company's shares Principal Activities and Results This fiscal year, the Group primarily engaged in catering and related businesses in Hong Kong and China, along with food and liquor sales and distribution, and the Board resolved not to recommend a final dividend for the year ended March 31, 2025 - The Group's principal activities are catering and related businesses in Hong Kong and China, as well as food and liquor sales and distribution163 - The Board does not recommend the payment of a final dividend for the current year165 Connected Transactions The report discloses three continuing connected transactions: a platform service framework agreement with Nanjing Zeruilongxiang, a lease agreement for property with a company controlled by former Executive Director Mr. Wang Wenwei (terminated early in October 2024), and a master agreement for kitchen operations and food supply with Rex Top Group, all reviewed and confirmed by independent non-executive directors as being in the overall interest of the company and shareholders - Disclosed a platform service framework agreement with Nanjing Zeruilongxiang (controlled by Executive Director Ms. Zhang Miao), with an annual cap of approximately HKD 1.65 million and actual transactions of approximately HKD 3,010170 - Disclosed a property lease agreement with Mingde Capital (controlled by former Executive Director Mr. Wang Wenwei), which was terminated early in October 2024174177 - Disclosed a master agreement with Rex Top Group for kitchen operations and food supply, noting that this counterparty ceased to be a connected person after November 27, 2024178180 Share Option Scheme The company adopted a 10-year share option scheme in July 2016, with the report detailing its objectives, eligible participants, share limits, and exercise price determination, noting that as of the fiscal year-end and report date, no options had been granted, exercised, or lapsed under the scheme, with 140 million options remaining available for grant - The Share Option Scheme was adopted on July 21, 2016, with a 10-year validity period and approximately 1 year remaining198207 - As at March 31, 2025, the number of share options available for grant under the scheme was 140,000,000, representing approximately 5.30% of the issued shares207 - No share options were granted, exercised, cancelled, or lapsed during the current fiscal year or up to the report date207 Directors' and Substantial Shareholders' Interests The report discloses the interests of directors and substantial shareholders in the company's shares, indicating that Chairman Mr. Zhou Feng, through his wholly-owned Tian Dun Investment Limited and in his personal capacity, is deemed to hold approximately 71.10% of the company's shares, making him the controlling shareholder, with his spouse Ms. Zhang Miao deemed to possess the same interests Major Directors' Shareholding (As at March 31, 2025) | Director Name | Capacity | Number of Ordinary Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Zhou Feng | Interest in Controlled Corporation and Beneficial Owner | 1,879,540,000 | 71.10% | | Ms. Zhang Miao | Spouse's Interest | 1,879,540,000 | 71.10% | - Tian Dun Investment Limited, wholly-owned by Mr. Zhou Feng, holds 65.46% of the company's shares and is a substantial shareholder220 Environmental, Social and Governance Report This chapter details the Group's commitments and practices in environmental protection, social responsibility, and corporate governance, covering performance in key areas such as energy consumption, water usage, waste management, employee welfare, supply chain management, and community engagement Environment The Group is committed to reducing its environmental impact, focusing on energy, water, and waste management, with significant reductions in total energy consumption, greenhouse gas emissions, and waste generation due to the substantial downsizing of Hong Kong restaurant operations this fiscal year, and while environmental targets have been set, they will be re-evaluated in light of major business structural changes Key Environmental Performance Indicators (Year-on-Year) | Metric | Unit | FY2024-2025 | FY2023-2024 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | Gigajoules | 1,898 | 5,208 | | Total Greenhouse Gas Emissions | Tonnes of CO2 equivalent | 201 | 586 | | Daily Non-Hazardous Waste (Restaurants) | Liters | 321,300 | 1,183,896 | | Water Consumption | Cubic meters | 281 | 11,959 | - Due to business transformation, the Group's environmental performance has significantly changed, limiting comparability with prior years, thus environmental targets will be re-evaluated in the coming year286 Social Regarding social responsibility, the Group values employees as assets, striving to provide a safe and equitable work environment, though business restructuring led to a significant reduction in staff from 93 to 12 and a high turnover rate of 370%, with the report outlining policies and practices in employment and remuneration, health and safety, development and training, supply chain management, product responsibility, anti-corruption, and community engagement - As at March 31, 2025, the Group's total number of employees was 12, a significant reduction from 93 in the prior year295 - During the reporting period, the employee turnover rate was as high as 370%, reflecting the drastic personnel changes resulting from business restructuring301 - The Group emphasizes supply chain management, with 69 suppliers in total, of which 92% are located in Hong Kong and 8% in mainland China326327 - The Group strictly adheres to labor standards, prohibiting child and forced labor, with no related violations identified during the reporting period331334 Independent Auditor's Report Independent auditor Crowe (HK) CPA Limited issued an unmodified opinion on the consolidated financial statements but highlighted a material uncertainty related to going concern, noting that the Group's net loss and net current liabilities raise significant doubt about its ability to continue as a going concern, and identified the provision for expected credit losses on trade receivables as a key audit matter - Auditor Crowe (HK) CPA Limited issued an unmodified opinion on the consolidated financial statements346 - The report specifically highlighted 'material uncertainty related to going concern,' noting that the Group recorded a net loss of approximately HKD 2.8 million for the year and its current liabilities exceeded its total assets by approximately HKD 13.9 million, which casts significant doubt on the Group's ability to continue as a going concern349 - A key audit matter was 'provision for expected credit losses on trade receivables,' involving significant management judgment in assessing the recoverability of approximately HKD 15.3 million in receivables351352 Consolidated Financial Statements This chapter presents the Group's consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows as at March 31, 2025, comprehensively reflecting its financial performance, asset and liability structure, equity changes, and cash flow position Consolidated Statement of Profit or Loss and Other Comprehensive Income The financial statement shows the Group's revenue for the current fiscal year was HKD 26.73 million, a 48.4% year-on-year decrease, and despite a corresponding decline in gross profit, annual loss significantly narrowed from HKD 32.06 million to HKD 2.83 million due to cost control and one-off gains, with loss attributable to owners of the company at HKD 3.52 million Key Data from Consolidated Statement of Profit or Loss | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 26,727 | 51,729 | | Gross Profit | 15,776 | 30,702 | | Operating Loss | (1,479) | (28,503) | | Loss Before Tax | (1,917) | (29,409) | | Loss for the Year | (2,832) | (32,064) | | Loss Attributable to Owners of the Company | (3,515) | (30,374) | Consolidated Statement of Financial Position As at March 31, 2025, the Group's financial position further deteriorated, with total assets decreasing to HKD 16.49 million and total liabilities at HKD 30.50 million, resulting in a negative total equity of HKD 14.01 million, and net current liabilities expanding from HKD 8.06 million to HKD 14.21 million, indicating significant short-term repayment pressure Key Data from Consolidated Statement of Financial Position | Metric (Thousand HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 16,491 | 18,858 | | Total Liabilities | 30,504 | 29,893 | | Net Current Liabilities | (14,214) | (8,064) | | Total Equity | (14,013) | (11,035) | Consolidated Statement of Changes in Equity This fiscal year, total equity further decreased from a deficit of HKD 11.04 million at the beginning of the period to a deficit of HKD 14.01 million at the end, primarily due to the HKD 2.98 million total comprehensive expense recorded for the year - Equity attributable to owners of the company deteriorated from a deficit of HKD 9.34 million at the beginning of the period to a deficit of HKD 13 million at the end370 Consolidated Statement of Cash Flows The Group's cash flow position is severe, with net cash outflow from operating activities at HKD 7.98 million and from financing activities at HKD 0.8 million, resulting in a net decrease in cash and cash equivalents of HKD 8.8 million for the year, leaving an ending balance of only HKD 0.3 million, significantly lower than the opening balance of HKD 9.11 million Consolidated Statement of Cash Flows Summary | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (7,978) | (8,097) | | Net Cash Used in Investing Activities | (22) | (1,794) | | Net Cash Used in Financing Activities | (803) | (7,691) | | Net Decrease in Cash and Cash Equivalents | (8,803) | (17,582) | | Cash and Cash Equivalents at End of Period | 300 | 9,114 | Notes to the Consolidated Financial Statements This chapter provides detailed notes to the consolidated financial statements, specifically addressing material uncertainties related to going concern, financial performance of business segments, and significant related party transactions, offering supplementary information for understanding the Group's financial position and operating risks Note 3: Going Concern This note reiterates the material uncertainty regarding going concern, as the Group recorded a net loss of HKD 2.83 million and net current liabilities exceeded total assets by HKD 13.85 million at fiscal year-end, with its ability to continue as a going concern dependent on ongoing financial support from executive directors and a new loan from a related party - The Group's ability to continue as a going concern depends on the ongoing financial support committed by the executive directors (pledging not to demand repayment of approximately HKD 6.19 million owed within the next 12 months) and a new loan of RMB 8 million provided by a related party in June 2025386 Note 6: Segment Information This fiscal year, the Group's business was divided into four segments: catering and related businesses generated HKD 11.01 million in revenue and HKD 5.60 million in segment profit (primarily due to lease termination gains), while food and liquor sales and distribution generated HKD 15.72 million in revenue and HKD 2.92 million in segment profit, with luxury watch trading and money lending businesses having minimal impact on results Segment Revenue and Profit/(Loss) (FY2025) | Segment | Revenue (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Catering and Related Businesses | 11,009 | 5,596 | | Food and Liquor Sales and Distribution Businesses | 15,718 | 2,923 | | Luxury Watch Trading Business | – | (34) | | Money Lending Business | – | 51 | Note 32: Significant Related Party Transactions This note details transactions with related parties, including HKD 0.692 million in rental expenses paid to a related company beneficially owned by Director Ms. Zhang Miao and HKD 0.709 million to a related company beneficially owned by former Director Mr. Wang during the current fiscal year Lease-Related Transactions with Related Companies | Related Party Relationship | Nature of Transaction | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | :--- | | Company beneficially owned by Director Ms. Zhang Miao | Rental expenses | 692 | 217 | | Company beneficially owned by former Director Mr. Wang | Rental expenses | 709 | 1,430 | Financial Summary This chapter provides a five-year financial summary of the Group's key financial data, including revenue, loss before tax, loss for the year, total assets, total liabilities, and total equity, comprehensively illustrating its long-term financial trends Five-Year Financial Summary | Metric (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 26,727 | 51,729 | 29,744 | 36,206 | 42,707 | | Loss Before Tax | (1,917) | (29,409) | (22,281) | (10,138) | (5,161) | | Loss for the Year | (2,832) | (32,064) | (22,310) | (10,178) | (3,475) | | Assets and Liabilities | | | | | | | Total Assets | 16,491 | 18,858 | 53,587 | 74,354 | 89,922 | | Total Liabilities | (30,504) | (29,893) | (32,550) | (31,307) | (36,697) | | Total Equity | (14,013) | (11,035) | 21,037 | 43,047 | 53,225 |
今米房集团(08300) - 2025 - 年度财报