卓能(集团)(00131) - 2025 - 年度业绩

Chairman's Report The Chairman's report details the Group's financial performance, including a shift from profit to loss and a reduction in dividends Performance and Dividends The Group reported a consolidated loss after tax of HK$1.144 billion, turning from profit, and proposed a reduced final dividend | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Consolidated Loss/Profit After Tax | (1,144,071) | 171,004 | Turned from Profit to Loss | | Proposed Final Dividend (HK cents per share) | 2.00 | 4.00 | -50% | | Interim Dividend Paid (HK cents per share) | 2.25 | 2.25 | 0% | | Total Dividends for the Year (HK cents per share) | 4.25 | 6.25 | -32% | Business Review and Outlook This section reviews property market conditions and project updates in Hong Kong, China, Macau, and Malaysia, along with investment activities and the Group's strategic outlook Hong Kong Property Market Overview Hong Kong's residential property market showed encouraging recovery with record sales and projected growth, driven by policy support and improved sentiment - Hong Kong residential sales reached a four-year high, with residential transaction volume projected to grow by 13% to 64,000 units in 2025[5] - The residential rental market grew for seven consecutive months, with the official index nearing September 2019 levels[5] Hong Kong Property Projects The Group's Hong Kong residential projects, primarily for lease with varying occupancy rates, include some planned for future sale, while one tender sale fell short of expectations - One Kowloon Peak currently has an occupancy rate of 50%, with plans for market sale in early 2026[6][104] - Chao's Garden Phase II maintains an occupancy rate of 60%, while Chao's Garden Phase III has an occupancy rate of 90%[8][10][104] - The tender sale for Villa Wisteria at Cheuk Nang Villa did not meet the expected price, and the asset enhancement strategy will continue[11][104] - Over 20% of the villas in New Chao's Garden Phase I have been leased[13][104] China Property Market Overview The Chinese government implemented various measures to stabilize the property market, leading the Group to be cautiously optimistic about a gradual recovery in Shenzhen and Hangzhou - The central government introduced measures to stabilize the property market, including easing home purchase restrictions, lowering down payment ratios, and mortgage interest rates[14] - Shenzhen and Hangzhou hold relatively favorable market positions due to their economic fundamentals and strategic importance, but recovery is expected to be gradual[15] China Property Projects The Group's China property projects in Shenzhen and Hangzhou show strong sales and progress towards completion and title issuance - The Shenzhen property market demonstrated significant resilience, with average residential prices stabilizing and transaction volumes slightly rebounding[16] Cheuk Nang Garden Sales Performance | Project | Location | Sales Status | Cumulative Units Sold | Cumulative Sales (RMB) | | :--- | :--- | :--- | :--- | :--- | | Cheuk Nang Garden | Longhua, Shenzhen | Ongoing Sales Activities | 835 | 4,092,000,000 | - The Hangzhou residential market experienced high market sentiment and increased transaction volumes due to the digital economy and successful Asian Games[18] - Cheuk Nang Riverside Mansion (Hangzhou) received planning acceptance approval, with building acceptance and stratified property title deeds expected to be completed by 2026[19][103] Macau Property Projects The Group submitted a new development proposal for its "Avenida da Estrela No. 1" project in Macau, aligning with the government's economic diversification efforts - The Macau SAR government is promoting the "1+4" moderate diversification strategy and accelerating the development of the Guangdong-Macau Intensive Cooperation Zone in Hengqin[20] - A new development proposal, the "Draft Plan," for the "Avenida da Estrela No. 1" project was submitted to the Land, Public Works and Transport Bureau in mid-August 2025[21][105] Malaysia Property Projects Malaysia's economy grew by 4.4%, with the Group's "Parkview" serviced residences achieving 95% occupancy, while "Cecil Central Residence" is under negotiation for sale or joint venture - Malaysia's economy grew by 4.4% in Q2 2025, driven by domestic demand and investment growth[22] - The "Parkview" serviced residences achieved an occupancy rate of 95% and are undergoing property upgrades[24][106] - Discussions are ongoing with developers for the sale or joint venture development of "Cecil Central Residence," but the price remains unsatisfactory[25][107] Investment in Bond and Equity Markets The Group's bond market investments totaled HK$23.238 million, with significant sales of both bonds and Hong Kong securities during the year Bond and Equity Investment Summary | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total Bond Market Investment | 23,238 | 49,248 | | Total Bonds Sold During the Year | 57,969 | - | | Total Hong Kong Securities Sold During the Year | 12,836 | - | Overall Outlook Despite global economic challenges, the Hong Kong property market shows resilience with projected price increases, leading the Group to adopt a cautious development strategy - The Hong Kong property market demonstrated resilience, with the primary residential market strong and property prices projected to rise by 3-5%[28][108] - The Group will adopt a prudent development strategy, focusing on delivering quality properties and maintaining operational efficiency and financial stability[28][108] Financial Statements This section presents the Group's consolidated profit or loss and financial position, detailing changes in revenue, expenses, assets, and liabilities Consolidated Statement of Profit or Loss The Group reported a consolidated loss after tax of HK$1.144 billion, a significant deterioration driven by reduced revenue, lower gross profit, and increased administrative expenses | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 168,516 | 188,042 | -10.4% | | Direct Costs | (125,870) | (81,246) | +54.9% | | Gross Profit | 42,646 | 106,796 | -60.0% | | Other Income | 21,697 | 22,132 | -2.0% | | Fair Value Change of Investment Properties | (914,881) | (154,070) | Deterioration | | Administrative Expenses | (289,646) | (56,570) | +412.0% | | Finance Costs | (53,855) | (53,831) | +0.04% | | Loss Before Tax | (1,180,201) | (134,518) | Deterioration | | Income Tax Reversal | 37,130 | 305,522 | Decrease | | Loss/Profit from Continuing Operations for the Year | (1,144,071) | 171,004 | Turned from Profit to Loss | | Loss/Profit Attributable to Owners of the Company | (989,199) | 171,678 | Turned from Profit to Loss | | Basic Loss/Earnings Per Share (HK$) | (1.52) | 0.26 | Turned from Profit to Loss | Consolidated Statement of Financial Position The Group's total assets decreased by 12.5% to HK$8.363 billion, driven by a significant reduction in investment properties and an increase in net current liabilities | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Assets | | | | | Investment Properties | 3,682,520 | 5,365,067 | -31.4% | | Properties Under Development for Sale | 2,076,838 | 1,394,106 | +49.0% | | Completed Properties Held for Sale | 1,513,738 | 1,586,016 | -4.6% | | Bank Balances and Cash | 834,506 | 881,792 | -5.4% | | Liabilities | | | | | Interest-Bearing Borrowings (Current) | 543,520 | 1,131,508 | -52.0% | | Interest-Bearing Borrowings (Non-Current) | 480,000 | - | New | | Deferred Tax Liabilities | 639,183 | 704,926 | -9.3% | | Equity | | | | | Net Assets | 5,824,765 | 6,892,596 | -15.5% | | Equity Attributable to Owners of the Company | 5,771,409 | 6,684,368 | -13.7% | Notes to the Financial Statements This section details the Group's accounting policies, significant estimates, revenue, segment information, and specific financial statement line items 1. General Information Cheuk Nang (Holdings) Limited is a Hong Kong-incorporated company primarily engaged in property development, investment, and management, listed on the HKEX - The Group's principal activities are property development and investment, and the provision of property management and related services[34] 2. Basis of Preparation The consolidated financial statements are prepared under HKFRS, complying with relevant regulations, primarily on a historical cost basis with certain assets measured at fair value - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and comply with the Hong Kong Companies Ordinance and Listing Rules requirements[36] - The statements are prepared on a historical cost basis, except for investment properties and financial assets at fair value through profit or loss, which are stated at fair value[37][38] 3. Adoption of New or Revised HKFRSs The Group adopted several revised HKFRSs this year with no significant impact, while HKFRS 18, introducing new subtotals and disclosure requirements, will be effective in the future - The revised Hong Kong Financial Reporting Standards adopted this year had no significant impact on the Group's performance and financial position for the current and prior periods[40] - HKAS 1 (Revised) clarifies that the right to classify debt as current or non-current must exist at the reporting date[41] - HKFRS 18 will introduce new consolidated profit or loss subtotals, such as "operating profit," and disclosures for management-defined performance measures[45][46] 4. Significant Accounting Estimates and Judgements Financial statement preparation involves significant accounting estimates and judgments, particularly for property fair values, provisions, and income tax, where actual results may vary - Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events[47] 4.1 Estimation Uncertainty Property fair value assessments and provisions for properties held for sale involve significant estimation uncertainty, relying on market data and future projections - Property fair value assessments are based on market value, considering prices of similar properties, economic changes, and discounted cash flow forecasts[48][49] - Provisions for properties under development for sale amounted to HK$166 million as of June 30, 2025, with no provisions in the prior year[50] 4.2 Critical Accounting Estimates Income tax accounting, especially for deferred tax liabilities and land appreciation tax on China investment properties, involves critical estimates dependent on future profits - Income tax treatment involves judgments on taxation in Hong Kong, China, Malaysia, and Macau, particularly land appreciation tax and corporate income tax for investment properties in China[52][55] - As of June 30, 2025, deferred tax liabilities for fair value changes of investment properties were HK$639 million, a decrease from HK$705 million in 2024[55] 5. Revenue The Group's total revenue decreased by 10.4% to HK$168.5 million, primarily from property sales and rental income, with China being the largest contributor to sales Revenue by Source | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Property Sales | 135,484 | 155,629 | -12.9% | | Property Rental | 32,992 | 31,794 | +3.8% | | Property Management | 40 | 619 | -93.5% | | Total Revenue | 168,516 | 188,042 | -10.4% | Revenue by Geographical Market | Geographical Market | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | China | 136,345 | 53,654 | | Hong Kong | 31,156 | 133,626 | | Malaysia | 1,015 | 762 | 6. Segment Information The Group's main segments are property sales and leasing, with property leasing incurring a significant loss, while China's external customer revenue grew and Hong Kong's declined Segment Revenue and Profit/Loss | Segment | 2025 External Customer Revenue (HK$ Thousand) | 2024 External Customer Revenue (HK$ Thousand) | 2025 Segment Loss/Profit (HK$ Thousand) | 2024 Segment Profit (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Property Sales | 135,484 | 155,629 | (175,286) | 71,231 | | Property Leasing | 32,992 | 31,794 | (905,055) | (156,436) | | Property Management | 40 | 619 | 1,082 | 5,747 | | Others | - | - | (23,629) | 22,589 | | Total | 168,516 | 188,042 | (1,102,888) | (56,869) | Geographical Segment Information | Region | 2025 External Customer Revenue (HK$ Thousand) | 2024 External Customer Revenue (HK$ Thousand) | 2025 Non-Current Assets (HK$ Thousand) | 2024 Non-Current Assets (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 31,156 | 133,626 | 3,000,200 | 3,250,960 | | China | 136,345 | 53,654 | 453,302 | 453,328 | | Macau | - | - | - | 1,448,441 | | Malaysia | 1,015 | 762 | 417,433 | 403,857 | 7. Other Income, Net Net other income decreased by 2.0% to HK$21.697 million, primarily from interest income and dividends from listed equity investments Other Income Breakdown | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Dividend Income from Listed Equity Investments | 3,149 | 4,425 | -28.8% | | Interest Income | 18,032 | 15,829 | +13.9% | | Miscellaneous Income | 516 | 1,878 | -72.5% | | Total | 21,697 | 22,132 | -2.0% | 8. Finance Costs Total finance costs remained stable at HK$53.855 million, mainly comprising interest on bank loans and advances from directors Finance Costs Breakdown | Expense Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Interest on Bank Loans and Overdrafts | 37,978 | 38,577 | -1.6% | | Interest on Advances from Directors | 14,756 | 13,043 | +13.1% | | Other Borrowing Costs | 939 | 2,163 | -56.6% | | Finance Charges on Lease Liabilities | 182 | 48 | +279.2% | | Total Finance Costs | 53,855 | 53,831 | +0.04% | 9. Loss Before Tax Loss before tax significantly widened to HK$1.180 billion, driven by increased staff costs, contract interest, property inventory costs, and provisions for properties under development Expenses Included in Loss Before Tax | Expense Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Staff Costs | 25,630 | 24,284 | +5.5% | | Auditor's Remuneration | 912 | 838 | +8.8% | | Contract Interest Expenses | 24,468 | 5,200 | +370.5% | | Cost of Property Inventories Recognized as Expense | 86,339 | 52,532 | +64.3% | | Depreciation of Property, Plant and Equipment | 4,432 | 1,396 | +217.5% | | Depreciation of Right-of-Use Assets | 2,566 | 2,394 | +7.2% | | Direct Costs for Rental Income from Investment Properties | 16,568 | 15,431 | +7.4% | | Net Exchange Loss | 4,779 | 534 | +795.0% | | Loss on Disposal of Financial Assets | 39,627 | - | New | | Provision for Properties Under Development for Sale | 166,068 | - | New | 10. Income Tax Charged Income tax reversal decreased to HK$37.13 million, with China corporate income tax and land appreciation tax as key components, while Hong Kong companies had no profits tax Income Tax Breakdown | Tax Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | China Corporate Income Tax | 13,255 | 7,484 | +77.1% | | China Corporate Income Tax (Over-provision in prior years) | - | (353,163) | Decrease | | China Land Appreciation Tax | 18,671 | 55,244 | -66.2% | | Withholding Tax on Dividends | - | 20,436 | Decrease | | Total Current Tax | 31,926 | (269,999) | Turned from Reversal to Expense | | Deferred Tax (Current Year) | (69,056) | (35,523) | Deterioration | | Total Income Tax Expense | (37,130) | (305,522) | Decrease | - Hong Kong companies incurred no Hong Kong profits tax for the current and prior years due to no assessable profits or offset losses[67] 11. Dividends The Group proposed a total annual dividend of HK$0.0425 per share, including an interim dividend of HK$0.0225 and a final dividend of HK$0.02, representing a 32% decrease Dividend Payments | Dividend Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Interim Dividend (HK$0.0225 per share) | 14,685 | 14,685 | 0% | | Proposed Final Dividend (HK$0.02 per share) | 13,054 | 26,107 | -50% | | Total Dividends for the Year | 27,739 | 40,792 | -32.0% | 12. Loss/Earnings Per Share Basic and diluted loss per share were HK$1.52, a significant shift from prior year's earnings, primarily due to a HK$989 million loss attributable to owners Per Share Performance | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Loss/Profit Attributable to Owners of the Company | (989,199) | 171,678 | Turned from Profit to Loss | | Basic Loss/Earnings Per Share (HK$) | (1.52) | 0.26 | Turned from Profit to Loss | | Diluted Loss/Earnings Per Share (HK$) | (1.52) | 0.26 | Turned from Profit to Loss | - There were no potential ordinary shares in 2025 and 2024, hence basic and diluted loss/earnings per share were identical[75] 13. Trade and Other Receivables Total trade and other receivables slightly increased to HK$21.436 million, primarily comprising overdue rent and management fees, with the Group managing credit risk through policies and deposits Trade and Other Receivables Summary | Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 3,666 | 4,197 | -12.7% | | Other Receivables | 17,770 | 16,898 | +5.2% | | Total | 21,436 | 21,095 | +1.6% | Aging of Trade Receivables | Aging of Trade Receivables | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0-30 days | 71 | 826 | | 31-60 days | - | 56 | | 61-90 days | - | 27 | | Over 90 days | 3,595 | 3,288 | 14. Other Payables Total other payables slightly decreased to HK$144.7 million, mainly comprising tenant deposits and other accrued expenses, with a significant portion related to China property sales Other Payables Summary | Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Tenant Deposits | 7,165 | 6,227 | +15.1% | | Other Payables and Accrued Expenses | 137,507 | 139,865 | -1.7% | | Total | 144,672 | 146,092 | -1.0% | - Of other payables and accrued expenses, HK$93.557 million was related to the sale of China properties[79] 15. Amounts Due to Related Companies/Non-Controlling Shareholders Amounts due to related companies and non-controlling shareholders are unsecured, interest-free, and have no fixed repayment terms, with carrying amounts similar to fair values - Amounts due to related companies and non-controlling shareholders are unsecured, interest-free, and have no fixed repayment terms[80] Management Discussion and Analysis This section provides a comprehensive financial review, detailing changes in equity, financial assets, debt, asset pledges, property valuations, and the Group's risk management, remuneration, and governance practices Financial Review Turnover decreased by 10.4% to HK$168.5 million, gross profit fell by 60%, and a significant loss of HK$989.2 million was recorded due to fair value adjustments and increased administrative expenses | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Turnover | 168,516 | 188,042 | -10.4% | | Property Rental Income | 32,992 | 31,794 | +3.8% | | Gross Profit | 42,646 | 106,796 | -60.0% | | Other Income | 21,697 | 22,132 | -2.0% | | Fair Value Change of Investment Properties | (914,881) | (154,070) | Deterioration | | Administrative Expenses | (289,646) | (56,570) | +412.0% | | Finance Costs | (53,855) | (53,831) | +0.04% | | Loss/Profit Attributable to Owners of the Company | (989,199) | 171,678 | Turned from Profit to Loss | | Basic Loss/Earnings Per Share (HK$) | (1.52) | 0.26 | Turned from Profit to Loss | | Proposed Final Dividend (HK cents per share) | 2.00 | 4.00 | -50% | | Total Annual Dividend (HK cents per share) | 4.25 | 6.25 | -32% | - The increase in administrative expenses was primarily due to a HK$166 million provision for properties under development for sale and a HK$39.627 million loss on disposal of perpetual notes and bonds during the year[83] Equity Attributable to Owners of the Company Total equity attributable to owners decreased by 13.7% to HK$5.771 billion, with equity per share also declining by 13.7% to HK$8.84 Equity Attributable to Owners | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Company | 5,771,409 | 6,684,368 | -13.7% | | Equity Per Share (HK$) | 8.84 | 10.24 | -13.7% | Financial Assets at Fair Value Through Profit or Loss Fund investments and perpetual notes and bonds had fair values of HK$2.955 million and HK$23.238 million respectively, with all listed securities sold during the year Financial Assets at Fair Value Through Profit or Loss | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Fair Value of Fund Investments | 2,955 | 57,216 | -94.8% | | Fair Value of Perpetual Notes and Bonds | 23,238 | 49,248 | -52.8% | | Increase in Fair Value of Investment Portfolio | 12,836 | 5,953 | +115.6% | | Financial Assets as % of Total Assets | 0.3% | 1.1% | -0.8% | - All listed securities were sold at market price during the year, and no perpetual notes and bonds were redeemed[87] Equity The number of ordinary shares issued remained unchanged at 652,676,781 as of June 30, 2025 and 2024 Ordinary Shares Issued | Metric | 2025 (Shares) | 2024 (Shares) | Change | | :--- | :--- | :--- | :--- | | Number of Ordinary Shares Issued | 652,676,781 | 652,676,781 | 0% | Indebtedness and Capital and Gearing Ratios Total bank and other borrowings were HK$1.2737 billion, with net debt at HK$435.1 million, and both debt-to-equity ratios increased due to reduced net assets Indebtedness and Gearing Ratios | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total Bank and Other Borrowings | 1,273,654 | 1,343,125 | -5.1% | | Cash and Bank Balances | 838,542 | 881,792 | -4.9% | | Net Debt | 435,112 | 461,333 | -5.7% | | Total Debt to Equity Ratio | 22.2% | 20.1% | +2.1% | | Net Debt to Equity Ratio | 7.5% | 6.9% | +0.6% | - 62.3% of borrowings are repayable within one year, and 37.7% are repayable within one to two years[89] Pledged Assets Investment properties and land and buildings, valued at HK$2.369 billion and HK$180.7 million respectively, were pledged to secure banking facilities Pledged Assets Carrying Value | Pledged Asset | 2025 Carrying Value (HK$ Thousand) | 2024 Carrying Value (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Investment Properties | 2,368,955 | 2,546,738 | -7.0% | | Land and Buildings | 180,660 | 180,254 | +0.2% | Finance Costs Finance costs remained stable at HK$53.855 million, with the average interest rate decreasing to 4.1% from 4.5% last year Finance Costs and Average Interest Rate | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Interest Expense | 53,855 | 53,831 | +0.04% | | Average Interest Rate | 4.1% | 4.5% | -0.4% | Property Valuation Total investment property valuation was HK$3.6825 billion, with a HK$914.9 million fair value decrease recognized in profit or loss, while land and buildings also saw a fair value decrease Property Valuation Summary | Property Type | 2025 Valuation (HK$ Thousand) | 2024 Valuation (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total Valuation of Investment Properties and Investment Properties Under Development | 3,682,520 | 5,365,067 | -31.4% | | Fair Value Decrease (Recognized in Profit or Loss) | 914,881 | 154,070 | Deterioration | | Fair Value of Land and Buildings | 180,660 | 186,254 | -3.0% | | Fair Value Change of Land and Buildings (Recognized in Revaluation Reserve) | (1,869) | 593 | Turned from Increase to Decrease | Risk Management The Group maintains robust risk management procedures, supported by proactive management, internal controls, and audits, to safeguard its interests - The Group has adequate risk management procedures, supplemented by proactive management, effective internal controls, and sufficient internal audits[93] Remuneration Policy and Share Option Scheme The Group had 49 employees, an increase of 2, with remuneration based on performance and industry practice, and no share option scheme adopted Employee Information | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 49 | 47 | +2 | - Employee remuneration is determined based on performance, experience, and industry practice, and no share option scheme was adopted during the year[95] Financial Key Performance Indicators The Company uses profit attributable to owners and earnings per share as key financial performance indicators, aiming for growth and comparative analysis - The Company uses profit attributable to owners and earnings per share as financial key performance indicators, aiming to increase these metrics[96] Internal Control External review of internal controls identified minor weaknesses, prompting the Group to implement necessary improvement procedures - External review identified minor weaknesses in internal controls, and the Group will initiate improvement procedures[97] Environmental Policy and Compliance The Group's environmental policy ensures compliance with all relevant environmental legislation, and its performance has been reviewed - The Group's environmental policy complies with all relevant environmental legislation, and its performance has been reviewed[98] Key Relationships The Group maintains cooperative relationships with suppliers, customers, and employees, with recent supplier financial issues resolved through work reallocation - Cooperative relationships have been established with suppliers, and recent financial issues with one supplier were resolved through work reallocation[99] - Relationships with customers and employees are good and stable, with no significant impacting events during the year[100][101] Other Information This section covers dividend proposals, share transfer suspensions, share transaction disclosures, compliance with governance codes, audit committee review, auditor's scope, and statutory information Final Dividend The Board recommended a final dividend of HK$0.02 per share, totaling HK$0.0425 per share for the year, payable on December 15, 2025, pending shareholder approval Dividend Details | Dividend Type | 2025 (HK cents per share) | 2024 (HK cents per share) | Change | | :--- | :--- | :--- | :--- | | Proposed Final Dividend | 2.00 | 4.00 | -50% | | Interim Dividend Paid | 2.25 | 2.25 | 0% | | Total Dividends for the Year | 4.25 | 6.25 | -32% | - The final dividend will be paid on December 15, 2025, subject to shareholder approval at the Annual General Meeting[110] Closure of Register of Members The Company will suspend its register of members in two periods in November 2025 to facilitate the Annual General Meeting and final dividend distribution - The register of members will be suspended from November 14 to November 20, 2025, to determine eligibility for attending and voting at the Annual General Meeting[113] - The register of members will be suspended from November 26 to November 28, 2025, to determine eligibility for receiving the final dividend[113] Purchase, Sale or Redemption of Listed Securities Neither the Company nor its subsidiaries redeemed, purchased, or sold any of the Company's shares during the year - During the year, neither the Company nor its subsidiaries redeemed, purchased, or sold any of the Company's shares[111] Standard Code for Securities Transactions by Directors The Company adopted a standard code for directors' securities transactions, complying with Listing Rules Appendix C3, and all directors confirmed adherence - The Company adopted a standard code for securities transactions by directors that complies with Appendix C3 of the Listing Rules, and all directors confirmed compliance[112] Compliance with Corporate Governance Code The Company complied with the Corporate Governance Code, with the exception of the combined Chairman and CEO roles, as a suitable CEO candidate is still being sought - The Company complied with the Corporate Governance Code, except for the non-segregation of the roles of Chairman and Chief Executive Officer, as a suitable candidate is still being sought[114] Audit Committee The Audit Committee reviewed the annual results, and the Group's consolidated accounts received an unqualified opinion from the auditor - The Audit Committee reviewed the annual results, and the auditor issued an unqualified opinion on the consolidated accounts[115] Auditor's Scope of Work The auditor confirmed consistency between preliminary announcement figures and draft financial statements but provided no assurance on the announcement itself - The auditor confirmed that the figures in the preliminary announcement were consistent with the draft consolidated financial statements, but no assurance was provided on the preliminary announcement[116] Information Required by Section 436 of the Companies Ordinance The Company submitted its 2024 financial statements and will submit 2025's, with the auditor issuing unqualified opinions for both years - The Company has submitted its 2024 financial statements as required by the Companies Ordinance and will submit the 2025 financial statements in due course[117] - The auditor issued an unqualified opinion on the financial statements for both the 2024 and 2025 financial years[118]