森美控股(00756) - 2025 - 年度业绩

Financial Summary Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended June 30, 2025, the company's revenue grew by 7.4%, but gross profit significantly decreased by 41.8%, leading to a slight narrowing of loss for the year by 0.2%; EBITDA declined by 57.2%, and basic and diluted loss per share improved Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | % Change (approx) | | :--- | :--- | :--- | :--- | | Revenue | 86,632 | 80,644 | 7.4% | | Gross Profit | 12,376 | 21,248 | (41.8%) | | Loss for the Year | (24,495) | (24,550) | (0.2%) | | EBITDA | 5,054 | 11,813 | (57.2%) | | Basic and Diluted Loss Per Share (RMB cents) | (7.24) | (7.98) | (9.3%) | Consolidated Statement of Financial Position As of June 30, 2025, the company's cash and cash equivalents significantly increased by 390.6%, while inventory and trade receivables notably decreased; total borrowings reduced, but net liabilities increased by 7.0% Consolidated Statement of Financial Position Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | % Change (approx) | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 23,527 | 4,796 | 390.6% | | Inventory | 3,614 | 36,616 | (90.1%) | | Trade Receivables | 2,637 | 4,315 | (38.9%) | | Borrowings | (187,786) | (211,436) | (11.2%) | | Net Liabilities | (270,163) | (252,543) | 7.0% | Business Review and Outlook Overall Business Performance During the reporting period, the Group's revenue increased by 7.4% to RMB 86,632,000, primarily driven by increased sales of frozen concentrated orange juice and not-from-concentrate orange juice to B2B clients; however, gross profit margin decreased from 26.3% to 14.3% due to higher procurement costs from reduced orange yields and external sourcing, with the Group continuing to focus on core businesses and maintaining proprietary brand product sales - During the reporting period, the Group's revenue was approximately RMB 86,632,000, representing a year-on-year increase of approximately 7.4%[5] - Revenue growth was primarily due to focusing on producing and expanding sales of frozen concentrated orange juice and not-from-concentrate orange juice to B2B clients[5] - Gross profit was approximately RMB 12,376,000, with a gross profit margin of approximately 14.3% (26.3% in the same period last year), mainly due to increased procurement costs from reduced orange yields and external sourcing of concentrated orange juice[5] - The Group will refocus on the frozen concentrated orange juice and related products business, while maintaining sales of "Summi" fresh squeezed orange juice, "Be Juice" fresh squeezed fruit juice series, "Kokonut" coconut juice series, and Summi low-sugar juice series products[6] Auditor's Opinion and Management's Response The company's auditor, Elite Partners CPA Limited, was unable to form an audit opinion on the consolidated financial statements, primarily due to significant uncertainties regarding going concern; management and the audit committee concur with the auditor's opinion and have implemented several measures to improve liquidity, including reaching a preliminary restructuring agreement with banks on overdue borrowings, confident that the restructuring will enhance financial stability - The auditor, Elite Partners, was unable to form an audit opinion on the Group's consolidated financial statements, with reasons detailed in the "Independent Auditor's Report" section[7] - The Board and Audit Committee agree with the auditor's opinion, and management is committed to improving the liquidity position[8] - The company has reached a preliminary restructuring agreement with banks, including extending repayment terms to 48 months (extendable to 72 months), with interest calculated at 1% plus RFR per annum, and a suspension of winding-up petitions[8] - Management believes that the preparation of consolidated financial statements on a going concern basis is appropriate[8] Operating Performance During the reporting period, sales of frozen concentrated orange juice and related products increased by 22.1%, accounting for 92.4% of total revenue and becoming the primary revenue source, while Summi branded product sales significantly decreased by 56.4% Revenue Breakdown by Product Category | Product Category | 2025 (RMB thousands) | % of Total Revenue | 2024 (RMB thousands) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Summi Branded Products and Other Products | 6,551 | 7.6% | 15,031 | 18.6% | | Frozen Concentrated Orange Juice and Related Products | 80,081 | 92.4% | 65,613 | 81.4% | | Total | 86,632 | 100.0% | 80,644 | 100.0% | - Sales of Summi products decreased by approximately 56.4% from approximately RMB 15,031,000 last year to approximately RMB 6,551,000 in the current period[10] - Sales of frozen concentrated orange juice and related products increased by approximately 22.1% from approximately RMB 65,613,000 in the same period last year to approximately RMB 80,081,000 in the current period, primarily due to the strategy of focusing on B2B clients[11] Selling, Distribution Costs, and Administrative Expenses During the reporting period, distribution costs significantly decreased by 43.4%, while administrative expenses slightly increased by 2.1% - Distribution costs decreased by approximately 43.4% from approximately RMB 4,058,000 in the same period last year to approximately RMB 2,298,000 in the current period[13] - Administrative expenses increased by approximately 2.1% from approximately RMB 28,835,000 in the same period last year to approximately RMB 29,440,000 in the current period[13] Finance Costs During the reporting period, the Group's finance costs decreased by approximately 14.2% - Finance costs decreased by approximately 14.2% from approximately RMB 19,606,000 in the same period last year to approximately RMB 16,828,000 in the current period[14] Net Loss During the reporting period, the Group's net loss was approximately RMB 24,495,000, remaining largely stable compared to RMB 24,550,000 in the same period last year - During the reporting period, the Group's net loss was approximately RMB 24,495,000, compared to approximately RMB 24,550,000 in the same period last year[15] Liquidity, Financial Resources, Capital Gearing, and Capital Structure Liquidity As of June 30, 2025, the Group's net current liabilities increased, indicating persistent liquidity pressure - As of June 30, 2025, net current liabilities were approximately RMB 345,810,000 (2024: net current liabilities approximately RMB 335,134,000)[16] Financial Resources As of June 30, 2025, the Group's cash and cash equivalents significantly increased, while total bank and other borrowings and corporate bonds decreased; inventory substantially declined, and trade and other receivables slightly increased Financial Resources Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 23,527 | 4,796 | | Total Bank and Other Borrowings | 187,786 | 211,436 | | Corporate Bonds | 39,021 | 40,456 | | Trade and Other Receivables | 9,483 | 8,166 | | Inventory | 3,614 | 36,616 | Capital Gearing The Group's quick ratio and current ratio are both low, and the capital gearing ratio is not applicable due to negative total equity, indicating challenges in its capital structure Capital Gearing Ratios | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Quick Ratio (times) | 0.09 | 0.03 | | Current Ratio (times) | 0.10 | 0.13 | | Capital Gearing Ratio | Not Applicable | Not Applicable | - The Board's approach to working capital management is to ensure the Group has sufficient liquid assets to meet its liabilities as they fall due[18] Foreign Exchange Risk The Group faces foreign exchange risk primarily from USD-pegged currencies, as most revenue is denominated in RMB while some borrowings are in USD; the Group has established a foreign exchange risk management policy, utilizing forward contracts and various derivative instruments to mitigate this risk - The Group's foreign exchange risk primarily arises from currencies pegged to the US Dollar, as revenue is denominated in RMB, while some borrowings are denominated in US Dollars[20] - The Group has established a foreign exchange risk management policy, utilizing forward contracts and various derivative instruments to mitigate related risks[20] Pledge of Assets As of the end of the reporting period, the Group had pledged certain property, plant and equipment, and right-of-use assets to lenders as collateral for credit facilities, with the total pledged assets increasing Total Pledged Assets | Asset Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Property, Plant and Equipment | 52,414 | 52,917 | | Right-of-Use Assets | 15,201 | 11,652 | | Total | 67,615 | 64,569 | - The issued shares of certain subsidiaries of the Company have also been pledged to secure the Group's borrowings[87] Contingent Liabilities The Group has fully provided for a former employee's claim for unpaid wages; the directors believe that other civil litigation cases, being in early stages or having a high probability of success, will not adversely affect the Group's results and financial position, and adequate provisions have been made - The Company received a claim from a former employee for unpaid wages and year-end payments totaling HKD 2,520,000 (approximately RMB 2,298,000), for which full provision has been made[22] - The directors believe that several civil litigation cases in which the Group is involved are in early stages and/or have a high probability of success, and will not adversely affect the Group's results and financial position[22] Capital Expenditure During the reporting period, the Group's capital expenditure significantly increased, primarily for the acquisition of property, plant and equipment - During the reporting period, the Group's capital expenditure was approximately RMB 7,318,000 (2024: approximately RMB 2,213,000), primarily for the acquisition of property, plant and equipment[23] Human Resources and Remuneration Policy As of June 30, 2025, the Group's number of employees slightly decreased; the Group offers competitive remuneration, discretionary bonuses, and social insurance benefits, while emphasizing employee training and development - As of June 30, 2025, the Group had 93 employees (2024: 98 employees)[24] - The Group provides employees with competitive remuneration packages, discretionary bonuses, and social insurance benefits, along with appropriate employee training and development[24] Events After Reporting Period Apart from matters disclosed in this annual results announcement, the Group had no other significant events after the reporting period - Except for disclosures contained elsewhere in this annual results announcement, the Group had no other significant events after the reporting period[25] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income (Detailed) For the year ended June 30, 2025, the Group's revenue increased to RMB 86,632 thousand, but cost of sales grew more significantly, leading to a decrease in gross profit; despite an increase in other income and expenses, net, administrative expenses and finance costs remained major expenditures, resulting in a loss for the year of RMB 24,495 thousand, largely consistent with the prior year Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 86,632 | 80,644 | | Cost of Sales | (74,256) | (59,396) | | Gross Profit | 12,376 | 21,248 | | Other Income and Expenses, Net | 13,517 | 10,425 | | Selling and Distribution Expenses | (2,298) | (4,058) | | Administrative Expenses | (29,440) | (28,835) | | Finance Costs | (16,828) | (19,606) | | Loss Before Tax | (24,495) | (24,550) | | Loss for the Year | (24,495) | (24,550) | | Loss for the Year Attributable to Owners of the Company | (24,660) | (24,545) | | Basic and Diluted Loss Per Share (RMB cents) | (7.24) | (7.98) | Consolidated Statement of Financial Position (Detailed) As of June 30, 2025, the Group's non-current assets slightly decreased, while inventory within current assets significantly reduced, and cash and cash equivalents notably increased; total current liabilities remained stable, but net current liabilities and deficit attributable to owners of the Company both expanded, reflecting ongoing financial pressure Consolidated Statement of Financial Position (RMB thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Property, Plant and Equipment | 58,663 | 64,790 | | Right-of-Use Assets | 16,984 | 17,998 | | Total Non-Current Assets | 75,647 | 82,788 | | Inventory | 3,614 | 36,616 | | Trade and Other Receivables | 9,483 | 8,166 | | Cash and Cash Equivalents | 23,527 | 4,796 | | Total Current Assets | 36,624 | 50,467 | | Trade and Other Payables | 155,435 | 133,184 | | Borrowings | 187,786 | 211,436 | | Corporate Bonds | 39,021 | 40,456 | | Total Current Liabilities | 382,434 | 385,601 | | Net Current Liabilities | (345,810) | (335,134) | | Deficit Attributable to Owners of the Company | (270,163) | (252,362) | Notes to the Consolidated Financial Statements General Information Summi (Group) Holdings Limited is an investment holding company incorporated in the Cayman Islands with shares listed on the Hong Kong Stock Exchange; the Group primarily engages in the manufacturing and sale of frozen concentrated orange juice and related products, as well as Summi 100% fresh squeezed orange juice and other products, with the Company's functional currency being HKD, but consolidated financial statements presented in RMB - The Company is an investment holding company incorporated in the Cayman Islands, with its shares listed on the Hong Kong Stock Exchange[28][29] - The Group is principally engaged in the manufacturing and sale of frozen concentrated orange juice and other related products, as well as Summi 100% fresh squeezed orange juice and other products[29] - The Company's functional currency is HKD, but the consolidated financial statements are presented in RMB[29] Basis of Presentation of Consolidated Financial Statements Despite facing continuous losses, increasing net current liabilities and shareholder deficit, and instances of borrowing defaults and winding-up petitions, the Board believes the Group can continue as a going concern based on several plans and measures, and has prepared the financial statements on this basis - For the year ended June 30, 2025, the Group incurred a loss attributable to owners of the Company of approximately RMB 24,660,000[30] - As of June 30, 2025, the Group had net current liabilities of approximately RMB 345,810,000 and a deficit attributable to owners of the Company of approximately RMB 270,163,000[30] - Certain of the Group's borrowings and corporate bonds were in default due to late or overdue principal and/or interest payments, resulting in approximately RMB 90,130,000 and RMB 39,021,000 becoming immediately repayable[32] - The Company received a winding-up petition against it, with the hearing adjourned to October 6, 2025[32] Going Concern Assessment The directors reasonably expect the Group to have sufficient resources to continue operating in the foreseeable future, thus adopting the going concern basis of accounting for the consolidated financial statements, despite significant uncertainties - The directors reasonably expect the Group to have sufficient resources to continue operating in the foreseeable future, and therefore continue to adopt the going concern basis of accounting in preparing the consolidated financial statements[30] - The aforementioned conditions indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern[32] Plans and Measures To alleviate liquidity pressure, the Group has formulated several plans, including identifying potential fundraising opportunities, negotiating overdue borrowing restructuring with banks, communicating with other lenders for loan renewal and extension, and strictly controlling operating costs and capital expenditures - The Company continues to identify potential fundraising opportunities and evaluate appropriate fundraising mechanisms (Fundraising Plan)[34] - Regarding overdue bank borrowings, management has met with bank representatives to negotiate repayment extensions and reach settlement agreements to facilitate the withdrawal of winding-up petitions (Overdue Borrowings Restructuring Plan)[34] - The Group has also maintained active communication with other relevant lenders regarding the renewal and extension of existing borrowings and corporate bonds with planned repayment dates within twelve months (Other Borrowings Restructuring Plan)[34] - The Group has continued to take measures to control operating and administrative costs, and to control capital expenditure through strict investment decision governance (Strict Management Plan)[34] Application of New and Revised International Financial Reporting Standards ('IFRSs') This year, the Group first applied several amendments to IFRSs, which had no significant impact on the financial position and performance of the current and prior years; concurrently, the Group is evaluating new standards issued but not yet effective, particularly IFRS 18, which is expected to affect the presentation and disclosure of the statement of profit or loss but not materially impact the consolidated financial position and performance - The application of the revised IFRSs in the current year had no significant impact on the Group's financial position and performance for the current and prior years, and/or the disclosures contained in these consolidated financial statements[33] - IFRS 18 "Presentation and Disclosure in Financial Statements" will replace IAS 1 and is expected to affect the presentation of the statement of profit or loss and future disclosures in the consolidated financial statements, but is not expected to have a significant impact on the Group's consolidated financial position and performance[36] Revenue The Group's revenue primarily derives from the manufacturing and sale of frozen concentrated orange juice and related products, which accounted for 92.4% of total revenue in 2025, with food and beverage manufacturers as key customers; revenue from Summi fresh squeezed orange juice and other products decreased, and all revenue is recognized at a point in time, mainly from the Mainland China market Disaggregation of Revenue from Contracts with Customers (RMB thousands) | Product Category | 2025 | 2024 | | :--- | :--- | :--- | | Frozen Concentrated Orange Juice | 80,081 | 65,613 | | Summi Fresh Squeezed Orange Juice | 6,551 | 14,482 | | Summi Branded Products | – | 549 | | Total | 86,632 | 80,644 | Revenue by Sales Channel/Customer Type (RMB thousands) | Sales Channel/Customer Type | 2025 | 2024 | | :--- | :--- | :--- | | Food and Beverage Manufacturers | 80,081 | 65,613 | | Retail | 6,476 | 14,481 | | Restaurants | 75 | 550 | | Total | 86,632 | 80,644 | Revenue by Geographical Market (RMB thousands) | Geographical Market | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 86,557 | 79,471 | | Hong Kong | 75 | 1,173 | | Total | 86,632 | 80,644 | - All revenue contracts have a duration of one year or less[50] Disaggregation of Revenue from Contracts with Customers The Group's revenue primarily stems from frozen concentrated orange juice and related products, mainly sold to food and beverage manufacturers, with all revenue recognized at a point in time; Mainland China is the Group's primary market - The Group is principally engaged in the manufacturing and sale of frozen concentrated orange juice and other related products, as well as Summi fresh squeezed orange juice and other products[38] - Revenue from frozen concentrated orange juice and related products accounted for 92.4% of total revenue, primarily sold to food and beverage manufacturers[39] - All revenue from contracts with customers is recognized at a point in time[40] - Mainland China is the Group's primary source of revenue, contributing RMB 86,557 thousand in 2025[43] Performance Obligations and Revenue Recognition Policies for Contracts with Customers The Group recognizes revenue when the amount can be reliably measured, future economic benefits are probable to flow to the entity, and specific business activity criteria are met; for frozen concentrated orange juice and related products, revenue is recognized when control of the goods transfers (i.e., upon shipment to the customer's designated location), while for Summi fresh squeezed orange juice and other products, revenue is recognized upon shipment to the customer and transfer of control - The Group recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria for each business activity have been met[46] - Revenue from the sale of frozen concentrated orange juice and other related products is recognized when control of the goods has transferred, which is when the goods are shipped to the customer's designated location[47] - Revenue from the sale of Summi fresh squeezed orange juice and other products is recognized when the goods are shipped to the customer and control of the goods has transferred, which is at the point in time when the customer purchases the goods[48] Operating Segment Information The Group's business is divided into two segments: manufacturing and sale of frozen concentrated orange juice and related products, and manufacturing and sale of Summi fresh squeezed orange juice and other products; the frozen concentrated orange juice segment achieved revenue growth in 2025 but turned to a loss, while the Summi fresh squeezed orange juice segment saw revenue decline but turned to profit, with the Group's main operations located in Mainland China and a high reliance on major customer A - The Group's business is divided into two segments: (1) manufacturing and sale of frozen concentrated orange juice and other related products business segment; and (2) manufacturing and sale of Summi fresh squeezed orange juice business and other products business segment[51] Segment Revenue and Results (RMB thousands) | Segment | 2025 Revenue | 2025 Results | 2024 Revenue | 2024 Results | | :--- | :--- | :--- | :--- | :--- | | Frozen Concentrated Orange Juice and Related Products | 80,081 | (3,359) | 65,613 | 16,020 | | Summi Fresh Squeezed Orange Juice and Other Products | 6,551 | 1,860 | 15,031 | (11,998) | | Consolidated Revenue | 86,632 | (1,499) | 80,644 | 4,022 | - The Group's business is primarily located in Hong Kong and Mainland China, with Mainland China contributing the vast majority of revenue[57] - Customer A contributed RMB 44,109 thousand in revenue in 2025, representing a significant proportion of total sales in the frozen concentrated orange juice and related products business segment[58] Segment Revenue and Results In 2025, the frozen concentrated orange juice and related products segment saw an increase in external sales but its segment results shifted from profit to loss, while the Summi fresh squeezed orange juice and other products segment experienced a decrease in external sales but its segment results turned from loss to profit | Segment | 2025 External Customer Sales | 2025 Segment Results | 2024 External Customer Sales | 2024 Segment Results | | :--- | :--- | :--- | :--- | :--- | | Manufacturing and Sale of Frozen Concentrated Orange Juice and Other Related Products Business | 80,081 | (3,359) | 65,613 | 16,020 | | Manufacturing and Sale of Summi Fresh Squeezed Orange Juice and Other Products Business | 6,551 | 1,860 | 15,031 | (11,998) | | Consolidated Revenue | 86,632 | (1,499) | 80,644 | 4,022 | Segment Assets and Liabilities As of June 30, 2025, the Group's total segment assets increased, but corporate and other unallocated assets were negative; total segment liabilities slightly decreased, but corporate and other unallocated liabilities increased, keeping total liabilities at a high level | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Segment Assets | 153,439 | 122,129 | | Corporate and Other Unallocated Assets | (41,168) | 11,126 | | Total Assets | 112,271 | 133,255 | | Segment Liabilities | 221,974 | 234,950 | | Corporate and Other Unallocated Liabilities | 160,460 | 150,848 | | Total Liabilities | 382,434 | 385,798 | Other Segment Information In 2025, the Group's depreciation expenses decreased, but capital expenditure for additions to non-current assets significantly increased; reversal of impairment losses on inventory decreased, and finance costs were reduced | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Depreciation | 12,722 | 16,764 | | Additions to Non-Current Assets | 7,318 | 2,823 | | Reversal of Impairment Losses Recognized on Inventory | (2,854) | (8,709) | | Finance Costs | 16,828 | 19,606 | Geographical Information and Major Customer Information The Group's revenue primarily originates from Mainland China, with a significant decrease in Hong Kong market revenue; within the frozen concentrated orange juice and related products business segment, Customer A is a major client, whose revenue contribution significantly increased Revenue by Business Location (RMB thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 86,557 | 79,471 | | Hong Kong | 75 | 1,173 | | Total | 86,632 | 80,644 | Major Customer Revenue (RMB thousands) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 44,109 | 23,819 | | Customer B | 11,631 | 10,558 | | Customer C* | Not Applicable | 12,053 | | Customer D | – | 8,635 | *Relevant revenue did not account for 10% of the Group's total annual revenue. Other Income and Expenses, Net In 2025, the Group's other income and expenses, net, increased, primarily benefiting from the waiver of accrued interest payable and the reversal of accrued fees payable to third parties; government grants significantly decreased, losses were incurred from the disposal of property, plant and equipment, but gains arose from the redemption of corporate bonds Other Income and Expenses, Net (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Bank Interest Income | 1 | 7 | | Government Grants | 200 | 1,749 | | Loss on Disposal of Property, Plant and Equipment and Right-of-Use Assets | (1,247) | (12) | | Gain on Redemption/Settlement of Corporate Bonds | 449 | – | | Reversal of Accrued Fees Payable to Third Parties | 4,137 | – | | Waiver of Accrued Interest Payable | 9,034 | 10,264 | | Total | 13,517 | 10,425 | - Government grants decreased from RMB 1,749,000 in 2024 to RMB 200,000 in 2025[59] - On September 24, 2024, the Group redeemed/settled corporate bonds with an outstanding principal amount of HKD 1,000,000 for a consideration of HKD 550,000, resulting in a gain of approximately RMB 449,000[59] Finance Costs In 2025, the Group's total finance costs decreased, primarily due to reduced interest and default interest expenses on bank and other borrowings Finance Costs Breakdown (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest and Default Interest Expenses on Corporate Bonds | 4,154 | 3,422 | | Interest and Default Interest Expenses on Bank and Other Borrowings | 12,633 | 16,149 | | Interest on Lease Liabilities | 41 | 35 | | Total | 16,828 | 19,606 | Loss Before Tax In 2025, the Group's loss before tax remained largely stable compared to the prior year; staff costs slightly decreased, inventory costs significantly increased, and depreciation expenses reduced Loss Before Tax Components (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Staff Costs | 5,577 | 5,810 | | Cost of Inventories Recognized as Expense | 74,256 | 59,396 | | Reversal of Impairment Losses Recognized on Inventory | (2,854) | (8,709) | | Depreciation | 12,722 | 16,764 | | Auditor's Remuneration | 555 | 1,110 | | Loss Before Tax | (24,495) | (24,550) | Income Tax The Group generated no assessable profits in the Cayman Islands, British Virgin Islands, Hong Kong, Mainland China, and Malaysia, thus no income tax provision was made for either year - The Group is not subject to any income tax in the Cayman Islands and the British Virgin Islands[62] - No provision for PRC corporate income tax has been made for both years as no assessable profits were generated[65] - No provision for Malaysia income tax has been made for both years as no assessable profits were generated[67] Dividends The Board does not recommend the payment of any dividends for the years ended June 30, 2025, and June 30, 2024 - The directors do not recommend the payment of any dividends for the years ended June 30, 2025, and June 30, 2024[68] Loss Per Share Basic and diluted loss per share for 2025 was RMB 7.24 cents, an improvement from RMB 7.98 cents in 2024; the weighted average number of ordinary shares was adjusted due to the subscription of new shares and share consolidation Loss Per Share Calculation (RMB thousands/thousands of shares/RMB cents) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Year Attributable to Owners of the Company Used for Basic and Diluted Loss Per Share Calculation | (24,660) | (24,545) | | Weighted Average Number of Ordinary Shares Used for Basic and Diluted Loss Per Share Calculation (thousands of shares) | 340,558 | 307,713 | | Loss Per Share - Basic and Diluted (RMB cents) | (7.24) | (7.98) | - The weighted average number of ordinary shares used for calculating basic and diluted loss per share for the year ended June 30, 2024, has been adjusted due to the subscription of new shares and share consolidation[71] - As there were no potential dilutive ordinary shares outstanding for both years, the diluted earnings per share amount is the same as the basic earnings per share amount[72] Trade and Other Receivables The Group's trade receivables decreased in 2025, primarily concentrated in the 0 to 30-day aging category; Group management considers credit risk to be very low, and no impairment provision has been made Aging Analysis of Trade Receivables (RMB thousands) | Aging | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 30 days | 1,968 | 3,679 | | 31 to 60 days | 314 | 202 | | 61 to 90 days | – | 86 | | Over 90 days | 355 | 348 | | Total | 2,637 | 4,315 | - The Group generally grants credit terms to customers ranging from 30 to 120 days[73] - The Group's management has assessed that the expected credit losses for all trade receivables are not material, and therefore no impairment provision has been made for both years[75] Trade and Other Payables The Group's trade payables significantly decreased in 2025, primarily concentrated in the over 365-day aging category; the Group has established financial risk management policies to ensure all payables are settled within credit terms Aging Analysis of Trade Payables (RMB thousands) | Aging | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 90 days | – | 1,808 | | Over 365 days | 67 | 378 | | Total | 67 | 2,186 | - The credit period for purchases of goods ranges from 90 to 150 days[77] Share Capital In fiscal year 2024, the company's authorized share capital increased, and issued share capital expanded through new share subscriptions, followed by a share consolidation where every 10 shares were merged into 1; as of June 30, 2025, the authorized and issued share capital remained unchanged Changes in Authorized and Issued Share Capital (Number of Shares/RMB thousands) | Item | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Authorized Share Capital | | | | Number of Shares | 500,000,000 | 500,000,000 | | Share Capital (RMB thousands) | 44,976 | 44,976 | | Issued and Fully Paid Share Capital | | | | Number of Shares | 340,558,265 | 340,558,265 | | Share Capital (RMB thousands) | 29,842 | 29,842 | - On October 16, 2023, 1,123,500,000 subscription shares were issued to the subscriber wholly owned by the controlling person at a subscription price of HKD 0.067 per share, with net proceeds of approximately RMB 69,824,000[82][83] - On February 22, 2024, an ordinary resolution was passed at the Company's extraordinary general meeting to consolidate every 10 ordinary shares into 1 consolidated share[85] Subscription of New Shares and Increase in Authorised Share Capital On July 10, 2023, the Company entered into a subscription agreement with a subscriber wholly owned by the controlling person to issue 1,123,500,000 subscription shares at HKD 0.067 per share and increase the authorized share capital; this was approved by shareholders and completed on October 16, 2023, with net proceeds of approximately RMB 69,824,000 - On July 10, 2023, the Company entered into a subscription agreement with the subscriber, whereby the subscriber conditionally agreed to subscribe for and the Company conditionally agreed to allot and issue 1,123,500,000 subscription shares at a subscription price of HKD 0.067 per share[79] - The subscriber is the controlling shareholder, wholly owned by Mr. Wu, the controlling person[79] - The Board proposed to increase the Company's authorized share capital from HKD 30,000,000 to HKD 50,000,000 by creating an additional 2,000,000,000 new unissued shares[81] - The gross proceeds and net proceeds from the subscription shares, after deducting related fees and expenses, were approximately HKD 75,274,500 (approximately RMB 70,349,000) and HKD 74,710,000 (approximately RMB 69,824,000), respectively[82] Share Consolidation Pursuant to the announcement on January 12, 2024, the Board proposed to consolidate every ten (10) existing shares in the issued and unissued share capital of the Company into one (1) consolidated share; this proposal was approved by shareholders on February 22, 2024, with the authorized share capital remaining unchanged but the par value of shares altered - The Board proposed to consolidate every ten (10) existing shares in the issued and unissued share capital of the Company into one (1) consolidated share[85] - Upon the share consolidation becoming effective, there would be 340,558,265 issued consolidated shares fully paid or credited as fully paid[85] - The Company's authorized share capital would remain at HKD 50,000,000, but would be divided into 500,000,000 consolidated shares of HKD 0.1 par value each[85] Pledge of Assets (Notes) As of the end of the reporting period, the Group had pledged property, plant and equipment, and right-of-use assets to lenders as collateral for credit facilities; additionally, the issued shares of certain subsidiaries were also pledged Pledged Assets (RMB thousands) | Asset Category | 2025 | 2024 | | :--- | :--- | :--- | | Property, Plant and Equipment | 52,414 | 52,917 | | Right-of-Use Assets | 15,201 | 11,652 | | Total | 67,615 | 64,569 | - The issued shares of certain subsidiaries of the Company have also been pledged to secure the Group's borrowings[87] Other Information Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[88] Corporate Governance Practices The Company is committed to good corporate governance and has adopted the Corporate Governance Code set out in Appendix 14 of the Listing Rules; the Board confirms that the Company has complied with the Code throughout the reporting period - The Company has adopted and complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules throughout the reporting period[89] Model Code for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions no less exacting than the Model Code, and all directors have confirmed full compliance during the reporting period - The Company has adopted a code of conduct for directors' securities transactions, the terms of which are no less exacting than the required standards set out in the Model Code[90] - All directors have confirmed full compliance with the Model Code and the Company's code of conduct during the reporting period[90] Audit Committee The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing financial information, examining risk management and internal controls, and overseeing external auditors; the Committee has reviewed the annual final results for the current year - The Audit Committee comprises three independent non-executive directors, whose primary responsibilities include reviewing the Company's financial information, and reviewing and supervising the Company's financial reporting procedures, risk management system, and internal control procedures[91] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group with management, and discussed internal control and financial reporting matters, including the review of this announcement and the Group's final results for the reporting period[91] Scope of Work of Elite Partners CPA Limited The auditor, Elite Partners CPA Limited, confirmed that the consolidated financial statement figures in this announcement align with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no assurance opinion was issued - The figures in this announcement regarding the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the year ended June 30, 2025, are consistent with the amounts contained in the Group's audited consolidated financial statements for the current year[92] - Elite Partners CPA Limited has not issued any assurance opinion on this announcement, as their work does not constitute an assurance engagement[92] Extract of Independent Auditor's Report The auditor disclaims an opinion on the Group's consolidated financial statements, primarily due to a scope limitation regarding the appropriateness of the going concern basis of accounting; despite management's plans and measures to improve liquidity, the auditor could not obtain sufficient audit evidence to assess the likelihood of these plans' success - The auditor did not express an opinion on the Group's consolidated financial statements, as they were unable to form an audit opinion due to the significant matters described in the "Basis for Disclaimer of Opinion" section of their report[94] Disclaimer of Opinion The auditor was unable to form an audit opinion on the Group's consolidated financial statements, primarily due to the significant matters described in the "Basis for Disclaimer of Opinion" section of the report - We did not express an opinion on your Group's consolidated financial statements; due to the significant matters described in the "Basis for Disclaimer of Opinion" section of our report, we were unable to form an audit opinion on these consolidated financial statements[94] Basis for Disclaimer of Opinion The basis for the auditor's disclaimer of opinion is a scope limitation regarding the appropriateness of the going concern basis of accounting; the Group faces continuous losses, increasing net current liabilities and shareholder deficit, borrowing defaults, and winding-up petitions, and despite the Board's plans and measures to improve liquidity, the auditor could not obtain sufficient and appropriate audit evidence to assess the likelihood of these plans' success - For the year ended June 30, 2025, the Group incurred a loss attributable to owners of approximately RMB 24,660,000, net current liabilities of approximately RMB 345,810,000, and a deficit attributable to owners of approximately RMB 270,163,000[95] - The Group defaulted on borrowings and corporate bonds, resulting in approximately RMB 90,130,000 and RMB 39,021,000 becoming immediately repayable, and received a winding-up petition[95] - The auditor was unable to obtain sufficient and appropriate audit evidence to assess the likelihood of success of the plans and measures currently implemented by the Group, and therefore could not be satisfied with the appropriateness of the directors' use of the going concern basis of accounting[97] - If the Group fails to achieve the aforementioned plans and measures, it may not be able to continue as a going concern, potentially requiring adjustments to the carrying amounts of assets, reclassification of liabilities, or recognition of additional liabilities, which are not reflected in the consolidated financial statements[98] Final Dividend The Board does not recommend the payment of a final dividend for the year ended June 30, 2025 - The Board does not recommend the payment of a final dividend for the year ended June 30, 2025 (2024: nil)[100] Publication of 2025 Annual Results and Annual Report This announcement has been published on the HKEX website and the Company's website, and the annual report will be dispatched to shareholders and published on the websites at the appropriate time - This announcement is published on the HKEX website (www.hkexnews.hk) and the Company's website (https://hksummi.com)[101](index=101&type=chunk) - The Company's annual report for the current year, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the aforementioned websites at the appropriate time[101] By Order of the Board This announcement is issued by Mr. Wu Liantao, Chairman and Executive Director of Summi (Group) Holdings Limited; the Board members include Executive Directors Mr. Wu Shaohao and Mr. Wu Liantao, and Independent Non-executive Directors Ms. Zhong Yingyi, Mr. Peng Weihao, and Ms. Yang Xuping - This announcement is issued by Mr. Wu Liantao, Chairman and Executive Director of Summi (Group) Holdings Limited[102] - The Board members include Executive Directors Mr. Wu Shaohao and Mr. Wu Liantao; and Independent Non-executive Directors Ms. Zhong Yingyi, Mr. Peng Weihao, and Ms. Yang Xuping[103]