星凯控股(01166) - 2025 - 年度业绩

Disclaimer Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited disclaim responsibility for the accuracy or completeness of this announcement - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, nor accept any liability for any loss arising from reliance on its contents[1] Consolidated Financial Statements This section presents the group's consolidated financial statements, including statements of profit or loss, financial position, and changes in equity Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended June 30, 2025, group revenue significantly decreased by 27.3% to HK$578,819 thousand, leading to a near halving of gross profit, with loss for the year expanding to HK$142,908 thousand and basic and diluted loss per share at HK$1.20 | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 578,819 | 795,700 | -27.3% | | Cost of sales | (543,406) | (728,476) | -25.4% | | Gross profit | 35,413 | 67,224 | -47.3% | | Loss before tax | (150,036) | (110,956) | +35.2% | | Loss for the year | (142,908) | (89,247) | +60.1% | | Loss attributable to owners of the Company | (142,306) | (88,516) | +60.8% | | Loss per share (HK$) | (1.20) | (0.75) | +60.0% | - Net loss from fair value changes of investment properties significantly decreased from HK$86,834 thousand in 2024 to HK$28,511 thousand in 2025, but impairment loss on intangible assets reversed from a HK$1,087 thousand write-back in 2024 to a HK$87,693 thousand loss in 2025[2] Consolidated Statement of Financial Position As of June 30, 2025, the group's total net assets were HK$616,501 thousand, a 22.8% decrease year-on-year, primarily due to reductions in investment properties and intangible assets | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 617,366 | 1,008,628 | -38.8% | | Investment properties | 281,822 | 586,369 | -51.9% | | Intangible assets | 308,171 | 395,849 | -22.2% | | Total current assets | 293,442 | 358,687 | -18.1% | | Total current liabilities | 260,910 | 404,822 | -35.6% | | Net current assets/(liabilities) | 32,532 | (46,135) | Improved | | Total net assets | 616,501 | 798,726 | -22.8% | - Net trade receivables decreased from HK$84,113 thousand in 2024 to HK$46,076 thousand in 2025, reflecting lower sales or improved collection efficiency[4][53] Consolidated Statement of Changes in Equity For the year ended June 30, 2025, equity attributable to owners of the Company decreased from HK$800,489 thousand to HK$619,073 thousand, mainly due to expanded loss for the year and negative foreign exchange reserve movements | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company (beginning of period) | 800,489 | 889,204 | -88,715 | | Loss for the year | (142,306) | (88,516) | -53,790 | | Movement in exchange reserve | (41,314) | (432) | -40,882 | | Disposal of a subsidiary (property revaluation reserve transferred out) | – | – | -56,759 (transferred out) | | Share option payments | 2,204 | 233 | +1,971 | | Equity attributable to owners of the Company (end of period) | 619,073 | 800,489 | -181,416 | - Disposal of a subsidiary resulted in a transfer out of HK$56,759 thousand from property revaluation reserve, reducing accumulated losses by the same amount, with no net impact on total equity[6] Notes to the Consolidated Financial Statements This section provides detailed notes and explanations supporting the consolidated financial statements, covering accounting policies, segment information, and other financial disclosures Organization and Operations Star Properties Group (Holdings) Limited is incorporated in Bermuda with shares listed on the Hong Kong Stock Exchange, primarily engaged in cable and wire manufacturing, copper rod trading, property holding, financial services, and mining rights - The Company is an investment holding company, with subsidiaries primarily engaged in cable and wire manufacturing and trading, copper rod trading, property holding, providing financial services, and holding mining rights[7] Adoption of Hong Kong Financial Reporting Standards The Group adopted several new or revised HKFRS accounting standards effective July 1, 2024, with no material impact on current or prior year results, and anticipates significant presentation and disclosure impacts from HKFRS 18 in the future - New or revised Hong Kong Financial Reporting Standards accounting standards effective July 1, 2024, had no material impact on the Group's results or financial position for the current or prior years[9] - HKFRS 18 "Presentation and Disclosure in Financial Statements" will replace HKAS 1, with significant updates to the presentation requirements of the consolidated statement of profit or loss, expected to have a material impact on the presentation and disclosure of certain items[11] Basis of Preparation The consolidated financial statements are prepared in accordance with HKFRS and Hong Kong Companies Ordinance disclosure requirements, on a historical cost basis, with certain financial instruments and investment properties measured at fair value; despite losses and cash outflows, the directors deem the going concern basis appropriate due to planned improvements - The consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments and investment properties which are measured at fair value[14] - Despite the Group recording a loss of HK$142,908 thousand in 2025, net cash outflow from operating activities of HK$81,265 thousand, and borrowings of HK$178,405 thousand, the directors consider the preparation of financial statements on a going concern basis appropriate, given measures to enhance profitability, streamline headcount, control expenses, extend financing terms, and secure additional financing[15] Revenue For the year ended June 30, 2025, the Group's total revenue was HK$578,819 thousand, a 27.3% decrease year-on-year, with revenue from sales of goods at HK$564,028 thousand and rental income at HK$14,791 thousand | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of goods | 564,028 | 785,198 | -28.2% | | Rental income | 14,791 | 10,502 | +40.8% | | Total Revenue | 578,819 | 795,700 | -27.3% | Segment Information The Group has three reportable segments: cable and wire manufacturing and trading, copper rod trading, and investment properties; in 2025, cable and wire revenue was HK$187,092 thousand, copper rod revenue was HK$376,936 thousand, and investment property rental income was HK$14,791 thousand, all from external customers - The Group has three reportable segments: cable and wire manufacturing and trading, copper rod trading, and investment properties, with mining operations not constituting a business segment due to no activity[17][20] Revenue by Business Segment | Business Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Change (%) | % of Total Turnover (2025) | | :--- | :--- | :--- | :--- | :--- | | Wire and Cable | 187,092 | 248,137 | -24.6% | 32.3% | | Copper Rod | 376,936 | 537,061 | -29.8% | 65.1% | | Investment Properties (Rental Income) | 14,791 | 10,502 | +40.8% | 2.6% | | Total | 578,819 | 795,700 | -27.3% | 100% | Revenue by Geographical Region | Region | 2025 External Customer Revenue (HK$ thousand) | 2024 External Customer Revenue (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | China | 459,079 | 675,323 | -32.0% | | Americas | 27,111 | 30,439 | -10.9% | | Europe | 48,338 | 42,039 | +15.0% | | Hong Kong | 13,555 | 15,116 | -10.3% | | Others | 30,736 | 32,783 | -6.2% | | Total | 578,819 | 795,700 | -27.3% | - In 2025, customers A and B in the copper rod segment contributed HK$110,358 thousand and HK$70,270 thousand in revenue respectively, representing a significant proportion of the Group's total revenue[32] Loss Before Tax For the year ended June 30, 2025, the Group's loss before tax expanded to HK$150,036 thousand, with major expenses including cost of inventories sold of HK$543,406 thousand, staff costs of HK$37,055 thousand, and research and development expenses of HK$16,851 thousand | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Auditor's remuneration | 2,410 | 2,160 | +11.6% | | Depreciation of property, plant and equipment | 3,554 | 3,695 | -3.8% | | Depreciation of right-of-use assets | 1,633 | 1,357 | +20.3% | | Carrying amount of inventories sold | 542,288 | 728,825 | -25.6% | | Write-down of inventories/(reversal of write-down) | 1,118 | (349) | Turned to write-down | | Research and development expenses | 16,851 | 29,490 | -42.9% | | Staff costs (including directors' emoluments) | 37,055 | 44,043 | -15.9% | - In 2025, the Group recognized an inventory write-down of HK$1,118 thousand, compared to a write-back of HK$349 thousand in 2024, indicating challenges in inventory value management[33] Finance Costs For the year ended June 30, 2025, the Group's total finance costs decreased by 29.0% to HK$13,966 thousand, primarily comprising interest on borrowings, overdue trade and other payables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on borrowings | 11,918 | 15,818 | -24.6% | | Interest on lease liabilities | 90 | 171 | -47.4% | | Interest on overdue trade and other payables | 1,880 | 3,519 | -46.6% | | Others | 78 | 145 | -46.2% | | Total | 13,966 | 19,653 | -29.0% | Income Tax Credit For the year ended June 30, 2025, the Group recorded an income tax credit of HK$7,128 thousand, mainly from deferred tax, with no Hong Kong profits tax provision due to absence of assessable profits, and a Chinese subsidiary enjoying a 15% preferential income tax rate as a high-tech enterprise | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current tax for the year | – | – | | Deferred tax for the year | (7,128) | (21,709) | | Total | (7,128) | (21,709) | - No provision for Hong Kong profits tax was made due to the absence of assessable profits[35] - A Chinese subsidiary was recognized as a high-tech enterprise in December 2022, entitling it to a 15% preferential income tax rate for a three-year period[36] Dividends The directors do not recommend the payment of any dividends for the years ended June 30, 2025 and 2024 - The Board of Directors does not recommend the payment of any dividends for the years ended June 30, 2025 and 2024[37] Loss Per Share For the year ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company expanded to HK$1.20, compared to HK$0.75 in the prior year, with diluted loss per share being the same as basic loss per share due to anti-dilutive unexercised share options | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HK$ thousand) | (142,306) | (88,516) | Expanded | | Weighted average number of ordinary shares | 118,726,617 | 118,726,617 | No change | | Basic and diluted loss per share (HK$) | (1.20) | (0.75) | Expanded | - The calculation of diluted loss per share for the year ended June 30, 2025, did not assume the exercise of the Company's outstanding unexercised share options, as they had an anti-dilutive effect[39] Investment Properties As of June 30, 2025, total investment properties were HK$281,822 thousand, a significant 51.9% decrease year-on-year, primarily due to the disposal of a subsidiary reducing investment properties by HK$298,248 thousand and a fair value loss of HK$28,511 thousand | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Balance at beginning of period | 586,369 | 669,164 | -82,795 | | Additions | 10,846 | 7,023 | +3,823 | | Fair value changes | (28,511) | (86,834) | +58,323 (loss reduced) | | Disposal of a subsidiary | (298,248) | – | -298,248 | | Exchange adjustments | 11,366 | (2,984) | +14,350 | | Balance at end of period | 281,822 | 586,369 | -304,547 | - Net loss from fair value changes of investment properties significantly decreased from HK$86,834 thousand in 2024 to HK$28,511 thousand in 2025[40] Leases As a lessee, the Group leases office buildings and vehicles, with total right-of-use assets of HK$5,426 thousand and lease liabilities of HK$687 thousand; as a lessor, the Group leases investment properties, with total future rental receivables significantly increasing to HK$34,698 thousand - As a lessee, the Group's total right-of-use assets decreased from HK$6,965 thousand in 2024 to HK$5,426 thousand in 2025, and lease liabilities decreased from HK$1,797 thousand to HK$687 thousand[42][43] Future Rental Receivables as Lessor | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | As Lessor: Future Rental Receivables | | | | | Within one year | 10,292 | 3,994 | +157.7% | | Second year | 10,292 | 1,753 | +487.1% | | Third year | 10,292 | 1,867 | +451.2% | | Fourth year | 3,032 | 1,867 | +62.4% | | Fifth year | 790 | 1,867 | -57.7% | | Over five years | – | 933 | -100.0% | | Total | 34,698 | 12,281 | +182.5% | Intangible Assets Intangible assets primarily consist of mining rights in Mongolia, with a net book value of HK$308,171 thousand as of June 30, 2025, a 22.2% decrease year-on-year, due to an impairment loss of HK$87,693 thousand recognized this year from lower copper price forecasts and increased operating costs | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net book value of mining rights | 308,171 | 395,849 | -22.2% | | Impairment loss/(reversal) | 87,693 | (1,087) | Turned to loss | - For the year ended June 30, 2025, the Group recognized an impairment loss of approximately HK$87,693 thousand on the mining rights cash-generating unit, primarily due to a decrease in forecast copper prices and an increase in forecast operating costs resulting from higher inflation rates in Mongolia[48] - The mining rights pertain to extraction activities in Nergui, Delgerkhangai Soum, Dundgovi Province, Mongolia, for a period of 30 years expiring on November 23, 2039, renewable twice for 20 years each time[46] Interests in Associates As of June 30, 2025, the Group's interest in associate Idea Advertising Holdings Ltd. (and its indirectly held Artland Advertising Hong Kong Limited) was HK$745 thousand, with a 49% equity interest | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Share of net assets | 745 | 745 | - The Group holds a 49% effective interest in Idea Advertising Holdings Ltd., which is principally engaged in investment holding[50] Interests in Joint Ventures As of June 30, 2025, the Group's interests in joint ventures amounted to HK$1,370 thousand, a 55.9% decrease year-on-year, primarily including Venture Max Limited (investment holding) and Mongolian Copper Mining LLC (mining business, not yet commenced) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interests in joint ventures | 1,370 | 3,106 | -55.9% | - The Group has joint control over Venture Max Limited and Mongolian Copper Mining LLC, with a 10% equity interest in both; Mongolian Copper Mining LLC's mining operations have not yet commenced[52] Trade and Other Receivables, Loans Receivable, Deposits and Prepayments As of June 30, 2025, total trade and other receivables, loans receivable, deposits, and prepayments amounted to HK$164,625 thousand, a 27.5% decrease year-on-year, with net trade receivables significantly declining by 45.2% to HK$46,076 thousand | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net trade receivables | 46,076 | 84,113 | -45.2% | | Net loans receivable | 104,042 | 114,431 | -9.0% | | Prepayments | 6,052 | 7,567 | -20.0% | | Net deposits and other receivables | 2,983 | 11,241 | -73.5% | | Recoverable VAT | 5,472 | 9,665 | -43.4% | | Total | 164,625 | 227,017 | -27.5% | - The aging analysis of trade receivables shows that amounts due within 30 days decreased from HK$43,936 thousand in 2024 to HK$16,063 thousand in 2025[54] - The Group's sales are primarily made on a cash-on-delivery basis and with credit terms of 30 to 120 days (30 to 90 days in 2024)[54] Trade and Other Payables, Contract Liabilities and Accruals As of June 30, 2025, total trade and other payables, contract liabilities, and accruals presented under current liabilities amounted to HK$89,923 thousand, a significant 63.6% decrease year-on-year, with trade payables decreasing by 52.0% to HK$56,590 thousand and contract liabilities by 87.1% to HK$1,281 thousand | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 56,590 | 117,763 | -52.0% | | Contract liabilities | 1,281 | 9,935 | -87.1% | | Construction payables | 8,268 | 54,105 | -84.7% | | Other payables and accruals | 14,057 | 61,645 | -77.2% | | Amount shown under current liabilities | 89,923 | 247,108 | -63.6% | - For the year ended June 30, 2025, contract liabilities of HK$8,826 thousand as of July 1, 2024, were recognized as revenue as the related performance obligations were satisfied during the year[57] Disposal of a Subsidiary On November 20, 2024, the Group entered into an agreement to dispose of its entire equity interest in Dongguan Huayi Copper Co., Ltd., a wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$76,670,000), with the transaction completed on March 6, 2025, generating a gain of HK$23,219 thousand and net cash inflow of HK$76,638 thousand - The Group disposed of its entire equity interest in Dongguan Huayi Copper Co., Ltd., a wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$76,670,000), with the transaction completed on March 6, 2025[58] Disposal of a Subsidiary Details | Item | Amount (HK$ thousand) | | :--- | :--- | | Net assets disposed of | 85,117 | | Cumulative exchange differences reclassified to profit or loss | (31,666) | | Gain on disposal | 23,219 | | Total consideration | 76,670 | | Net cash inflow | 76,638 | Management Discussion and Analysis This section provides an overview of the group's financial performance, business operations, future outlook, and key financial management aspects Financial Performance For the year under review, the Group's total turnover was approximately HK$578,819 thousand, a 27.3% decrease year-on-year, with loss attributable to owners of the Company expanding to HK$142,306 thousand and loss per share at HK$1.20 | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total turnover | 578,819 | 795,700 | -27.3% | | Loss attributable to owners of the Company | 142,306 | 88,516 | +60.8% | | Loss per share (HK$) | 1.20 | 0.75 | +60.0% | Business Review The Group's total turnover decreased by 27.3% year-on-year, with both wire and cable and copper rod businesses declining due to a weak Chinese economy, while rental income significantly grew by 40.8% from new factory leases, and mining operations recorded no revenue due to inactivity Overall Business Performance The Group's total turnover was approximately HK$578,819 thousand, a 27.3% decrease from the prior year, with wire and cable business accounting for 32.3%, copper rod business for 65.1%, and rental business for 2.6% of total turnover | Business Segment | 2025 Turnover (HK$ thousand) | 2024 Turnover (HK$ thousand) | Change (%) | % of Total Turnover (2025) | | :--- | :--- | :--- | :--- | :--- | | Wire and Cable | 187,092 | 248,137 | -24.6% | 32.3% | | Copper Rod Business | 376,936 | 537,061 | -29.8% | 65.1% | | Rental Income | 14,791 | 10,502 | +40.8% | 2.6% | | Total | 578,819 | 795,700 | -27.3% | 100% | - By geographical region, turnover from Mainland China and Hong Kong businesses decreased by 31.5% to HK$472,634 thousand, accounting for 81.6% of total turnover, while European business turnover increased by 15.0% to HK$48,338 thousand[62] Wire and Cable Business Wire and cable business turnover was approximately HK$187,092 thousand, a 24.6% decrease year-on-year, primarily impacted by weak domestic demand and low consumer confidence in China, leading to soft demand in the home appliance market and reduced customer orders - Wire and cable business turnover decreased by 24.6% year-on-year, primarily affected by weak domestic demand in China, low consumer confidence, and soft demand in the home appliance market[63] Copper Rod Business Copper rod business turnover was approximately HK$376,936 thousand, a 29.8% decrease year-on-year; despite a steady rise in international copper prices, weak economic conditions in China led to manufacturing contraction, suppressing market demand for copper rods - Copper rod business turnover decreased by 29.8% year-on-year, primarily due to weak economic conditions in China leading to manufacturing contraction and suppressed market demand[64] - International copper prices steadily rose during the year under review, with LME 3-month copper prices slightly increasing from approximately US$9,800 at the beginning of the year to approximately US$9,845 at year-end[64] Rental Income Rental income was approximately HK$14,791 thousand, a 40.8% increase year-on-year, mainly due to the Group leasing out its new factory premises in Dongguan, which were subsequently disposed of on March 6, 2025, along with Dongguan Huayi Copper Co., Ltd. - Rental income increased by 40.8% year-on-year, primarily due to leasing out the new factory premises in Dongguan[65] - The property was disposed of on March 6, 2025, along with Dongguan Huayi Copper Co., Ltd., as the Group decided to realize the asset given the sluggish local real estate market and capital commitments for the second phase of construction[65][66] Mining Business The Group's mineral resources are located in Mongolia, but no revenue was recorded during the year under review as the project has not commenced any production; the Group will continue to monitor local policies, market conditions, and international commodity price trends to prudently formulate strategies - The mining business is located in Mongolia, but no revenue was recorded during the year under review due to no production activities[67] - The Group focuses on maintaining mining rights compliance and completing necessary maintenance work, but has not yet initiated large-scale capital investments, continuously monitoring policy trends, market conditions, and international commodity price trends[67] Outlook The Group will focus on its core businesses, consolidating traditional strengths in power and home appliance cables, actively expanding into electric vehicle, robotics, and new energy cable applications, implementing a key account strategy, increasing R&D investment, and optimizing management systems to achieve product upgrades, technological breakthroughs, market share expansion, and sustainable development - The Group will focus on its core businesses, consolidating traditional strengths in power and home appliance cables, and actively expanding into electric vehicle, robotics, and new energy application cable sectors[68] - Implement a key account strategy, deepening cooperation with core customers to jointly explore industry transformation paths[68] - Strengthen the technical team, increase independent R&D investment, enhance new product development capabilities, and improve operational efficiency through lean management[69] - Seize opportunities in new energy and intelligent development to open up new growth points and achieve business diversification and sustainable development[69] Final Dividend The Board of Directors resolved not to declare any final dividend for the year ended June 30, 2025 - The Board of Directors resolved not to declare any final dividend for the year ended June 30, 2025[70] Annual General Meeting The Company's 2025 Annual General Meeting will be held on Friday, December 5, 2025 - The 2025 Annual General Meeting will be held on Friday, December 5, 2025[71] Closure of Register of Members To determine shareholders' eligibility to attend and vote at the 2025 Annual General Meeting, the Company will suspend its register of members from December 2 to December 5, 2025 (both dates inclusive) - The register of members will be closed from December 2 to December 5, 2025, to determine shareholders' eligibility to attend and vote at the 2025 Annual General Meeting[72] Employees and Remuneration Policy As of June 30, 2025, the Group employed approximately 350 staff globally, with remuneration policies reviewed periodically based on market levels, company performance, and individual employee performance, and benefits including medical plans, MPF, and state-managed retirement schemes - As of June 30, 2025, the Group employed approximately 350 staff globally, consistent with the prior year[73] - Remuneration policies are reviewed and determined periodically with reference to market remuneration levels, company performance, and individual employee qualifications and performance[73] - Employee benefits include medical plans, the Hong Kong Mandatory Provident Fund Scheme, and the China state-managed retirement scheme[73][74] Liquidity, Financial Resources and Gearing Ratio As of June 30, 2025, the Group's cash and bank balances were approximately HK$109,000 thousand, with net current assets of approximately HK$33,000 thousand (compared to net current liabilities last year), and a gearing ratio of 0.29, showing improvement; the Group will continue to prudently manage its financial position and closely monitor liquidity | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Cash and bank balances | 109,000 | 103,000 | +5.8% | | Net current assets/(liabilities) | 33,000 | (46,000) | Improved | | Total borrowings | 178,000 | 262,000 | -32.1% | | Shareholders' funds | 619,000 | 800,000 | -22.6% | | Gearing ratio | 0.29 | 0.33 | Improved | - The Group's business operations are primarily funded by cash generated from operations and bank borrowings, and it will continue to obtain working capital from net cash generated from operating activities, additional bank borrowings, capital operations, and/or disposal of non-core assets[76] - The Group continues to actively monitor RMB exchange rate fluctuations and foreign exchange risks, as the vast majority of its business is located in China[77] Pledge of Group Assets As of June 30, 2025, the Group had pledged property, plant and equipment of HK$4,778 thousand, investment properties of HK$281,822 thousand, and right-of-use assets of HK$4,816 thousand as security for general banking facilities | Pledged Assets | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 4,778 | 5,929 | -19.4% | | Investment properties | 281,822 | 552,538 | -49.0% | | Right-of-use assets | 4,816 | 0 | New | Contingent Liabilities As of June 30, 2025 and 2024, the Company had not issued any guarantees for loans granted to its subsidiaries - As of June 30, 2025 and 2024, the Company had not issued any guarantees for loans granted to its subsidiaries[79] Financial Instruments for Hedging Purposes The Group entered into forward copper contracts to manage copper price risk, recording a net gain from derivative financial instruments of approximately HK$182 thousand during the year under review - The Group entered into forward copper contracts (derivative financial instruments) to manage copper price risk[80] Net Gain from Derivative Financial Instruments | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net gain from derivative financial instruments | 182 | 148 | +23.0% | Share Capital Structure During the year under review, the Company did not undertake any fundraising or capital reorganization, and as of the announcement date, there were no other fundraising plans - During the year under review, the Company did not undertake any fundraising or capital reorganization, and as of the announcement date, there were no other fundraising plans[81] Very Substantial Disposal of 100% Equity Interest in Dongguan Huayi Copper Co., Ltd. On November 20, 2024, the Group entered into an agreement to dispose of its entire equity interest in Dongguan Huayi Copper Co., Ltd., a wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$77,000,000), with the transaction completed on March 6, 2025, aiming to improve the Group's financial position, mitigate real estate market risks, and reallocate financial resources Transaction Details On November 20, 2024, the Group entered into an equity transfer agreement to dispose of its 100% equity interest in Dongguan Huayi Copper Co., Ltd., an indirect wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$77,000,000); the target company is primarily engaged in copper product trading and property holding, possessing industrial land use rights in Dongguan - The Group disposed of its 100% equity interest in Dongguan Huayi Copper Co., Ltd., an indirect wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$77,000,000)[82] - The target company is primarily engaged in copper product trading and property holding, possessing industrial land use rights in Dongguan, Guangdong, China, with a term expiring in 2055[83] Parties to the Transaction The vendor is Huayang Enterprise Limited, an indirect wholly-owned subsidiary of the Company, with vendor guarantors including the Company, Chow's Electric (Overseas) Limited, Mr. Chow Lai Him, and Mr. Chow Chi Ho; the purchaser is Dongguan Yinhua Industrial Investment Co., Ltd., whose equity is held by various companies and individuals, with Mr. Fang Yanjun as the purchaser guarantor, and all purchasers and their affiliates are independent third parties - The vendor is Huayang Enterprise Limited, an indirect wholly-owned subsidiary of the Company[84] - The purchaser is Dongguan Yinhua Industrial Investment Co., Ltd., whose equity is held by various companies and individuals, and all purchasers and their affiliates are independent third parties[85][86] Basis for Determining Consideration The consideration of RMB70,000,000 was determined through arm's length negotiations between the Company and the purchaser, referencing an independent valuer's preliminary valuation of the target company's 100% equity interest (approximately RMB76,500,000) and current market conditions for industrial properties in China, representing a discount of approximately 8.50% to the valuation - The consideration of RMB70,000,000 was determined through arm's length negotiations between the Company and the purchaser, referencing an independent valuer's preliminary valuation of approximately RMB76,500,000[88] - The consideration represents a discount of approximately 8.50% to the assessed value in the enterprise valuation, which the Board considers fair and reasonable given the current sentiment in the Chinese property market[89][90] Reasons for and Benefits of the Disposal The disposal aims to improve the Group's current liability position, relieve capital commitments for the future development of the second phase of the industrial complex (estimated RMB260,000,000), mitigate real estate market risks, and obtain immediate cash flow to meet financial needs; the Board believes this is in the overall best interests of the Company and its shareholders - The disposal aims to improve the Group's current liability position and relieve capital commitments for the future development of the second phase of the industrial complex (estimated RMB260,000,000)[91][92] - Given the sluggish local real estate market, weak demand for industrial properties, and high construction costs for the second phase, the disposal of the property presents a valuable opportunity to realize assets and obtain immediate cash flow[92][93] - The disposal will help the Group save significant maintenance and development costs, reduce real estate market risks, improve liquidity and financial position, and reallocate financial resources to better uses[94] Implications under the Listing Rules As the highest applicable percentage ratio for the disposal exceeds 75%, it constitutes a very substantial disposal under Chapter 14 of the Listing Rules, subject to reporting, announcement, circular, and shareholder approval requirements - The disposal constitutes a very substantial disposal under Chapter 14 of the Listing Rules, subject to reporting, announcement, circular, and shareholder approval requirements[95] Extraordinary General Meeting and Shareholder Approval An Extraordinary General Meeting was held on February 17, 2025, where shareholders of the Company duly passed an ordinary resolution by poll to approve the equity transfer agreement and the transactions contemplated thereunder - An Extraordinary General Meeting was held on February 17, 2025, where shareholders duly passed an ordinary resolution by poll to approve the equity transfer agreement and the transactions contemplated thereunder[96] Completion All conditions precedent to the equity transfer agreement have been fulfilled, and the disposal was completed on March 6, 2025, after which the target company ceased to be a subsidiary of the Company - The disposal was completed on March 6, 2025, and the target company ceased to be a subsidiary of the Company[97] Use of Proceeds After deducting transaction costs and expenses, the total net proceeds from the disposal amounted to approximately RMB68,500,000 (approximately HK$75,350,000), of which RMB60,000,000 was used to repay bank loans and RMB8,500,000 for general working capital | Use | Amount (RMB) | Amount (HK$) | | :--- | :--- | :--- | | Total net proceeds | 68,500,000 | 75,350,000 | | Repayment of bank loans | 60,000,000 | (approx. 65,850,000) | | General working capital | 8,500,000 | (approx. 9,350,000) | Material Investments The Group made no material investments during the year under review, and as of the announcement date, there were no other plans for material investments, capital assets, or disposals - The Group made no material investments during the year under review, and as of the announcement date, there were no other plans for material investments, capital assets, or disposals[99] Purchase, Sale or Redemption of the Company's Listed Securities For the year ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares - For the year ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares[100] Litigation Involving an Indirect Non-Wholly Owned Subsidiary of the Company Lianjiang Zhoushi Stone Co., Ltd., an indirect non-wholly owned subsidiary of the Company, is facing a claim from a contractor for construction fees; the first instance judgment ordered Zhoushi Stone to pay approximately RMB21,000,000, but Zhoushi Stone has appealed, and the case has been remanded for retrial, with no retrial judgment yet issued - Lianjiang Zhoushi Stone Co., Ltd. suspended construction of its land development project since 2020 due to unfavorable prospects in the stone industry and the pandemic[101] - The contractor filed a claim against Zhoushi Stone, and the first instance judgment ordered Zhoushi Stone to pay approximately RMB21,000,000; Zhoushi Stone has appealed, and the case has been remanded for retrial, with no retrial judgment yet issued[101] - The Company will publish further announcements in due course to inform shareholders and potential investors of any material developments and reminds them to exercise caution when dealing in the Company's securities[103] Corporate Governance This section details the company's adherence to corporate governance principles, including compliance with the Corporate Governance Code and board composition Compliance with Corporate Governance Code The Company has adopted the principles of the Corporate Governance Code set out in Appendix C1 to the Listing Rules and has complied with all code provisions and recommended best practices, except for deviations from code provisions B.2.3, B.2.4(b), C.2.1, and F.1.3 - The Company has adopted and complied with the Corporate Governance Code in Appendix C1 to the Listing Rules, except for deviations from code provisions B.2.3, B.2.4(b), C.2.1, and F.1.3[104] Code Provision B.2.3 Mr. Chung Kam Kwong, Mr. Lo Wai Ming, and Mr. Lok Chiu Ming, three independent non-executive directors, have each served for over nine years; the Nomination Committee and the Board believe their long service does not affect their independent judgment, and separate resolutions for their re-election will be proposed at the 2025 Annual General Meeting - Mr. Chung Kam Kwong, Mr. Lo Wai Ming, and Mr. Lok Chiu Ming, three independent non-executive directors, have each served for over nine years[105][106][107][108] - The Nomination Committee and the Board believe their long service does not affect their independent judgment and are confident they possess the character, integrity, and experience necessary to continue fulfilling their duties[106][107][108] - The Company will propose separate resolutions for the re-election of Mr. Chung Kam Kwong and Mr. Lo Wai Ming at the 2025 Annual General Meeting[106][107] Code Provision B.2.4(b) According to the code provision, if all independent non-executive directors have served for more than nine years, the issuer should appoint a new independent non-executive director; Ms. Dou Bi Ling was appointed as an independent non-executive director on December 18, 2024, bringing the Company into compliance with this provision and gender diversity requirements - Ms. Dou Bi Ling was appointed as an independent non-executive director on December 18, 2024, bringing the Company into compliance with code provision B.2.4(b) and Listing Rule 13.92 regarding gender diversity on the Board[109][110] Code Provision C.2.1 The roles of Chairman and Chief Executive should be separate and not held by the same individual; Mr. Chow Lai Him serves as both Chairman and Managing Director of the Company, an arrangement the Board believes is in the Group's best interests, and the effectiveness of the corporate governance structure will continue to be reviewed - Mr. Chow Lai Him serves as both Chairman and Managing Director of the Company, an arrangement the Board believes is in the Group's best interests, and the current management structure is effective for the Group's development and business strategy implementation[111] - The Board will continue to review the effectiveness of the Group's corporate governance structure to assess whether changes, such as separating the roles of Chairman and Chief Executive, are necessary[111] Code Provision F.1.3 The Chairman of the Board should attend the Company's Annual General Meeting; during the year under review, Chairman Mr. Chow Lai Him attended the 2024 Annual General Meeting via electronic means, which was chaired by Vice Chairman Mr. Chow Chi Ho - Chairman Mr. Chow Lai Him attended the 2024 Annual General Meeting via electronic means, which was chaired by Vice Chairman Mr. Chow Chi Ho[112] Audit Committee and Review of Accounts The Audit Committee, comprising four independent non-executive directors, has reviewed the Group's full-year results and risk management and internal control systems for the year under review; the auditors have confirmed the consistency of the financial figures in this announcement with the audited consolidated financial statements - The Audit Committee, comprising four independent non-executive directors, has reviewed the Group's full-year results and risk management and internal control systems for the year under review[113][114] - The auditors, BDO Limited, have confirmed that the financial figures contained in this announcement are consistent with the audited consolidated financial statements[114] Compliance with Model Code The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules, and all directors have confirmed compliance with the code during the year under review - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules, and all directors have confirmed compliance with the code during the year under review[115] Acknowledgement The Board expresses gratitude to business partners, shareholders, employees, and management for their support and contributions - The Board sincerely thanks business partners, shareholders, employees, and management for their efforts, service, and support over the past year[116]