Financial Performance - The Group's consolidated revenue decreased by 1.4% to HKD 1,584.2 million for the fiscal year ending June 30, 2025[30]. - The Group reported a net loss of HKD 178.1 million for the fiscal year 2025, compared to a profit of HKD 101.9 million in 2024[32]. - The gross profit for the fiscal year 2025 was HKD 516.1 million, down from HKD 572.3 million in 2024[32]. - The total assets of the Group decreased to HKD 1,882.9 million in 2025 from HKD 2,114.1 million in 2024[32]. - The Group's equity return was -11.34% for the fiscal year 2025, compared to 5.64% in 2024[32]. - The current ratio for the Group was 3.15 times in 2025, down from 3.71 times in 2024[32]. - The Group's diluted loss per share for 2025 was HKD 0.185, compared to earnings of HKD 0.106 in 2024[32]. - Total revenue decreased by approximately 1.4% from about HKD 1,606.5 million in FY2024 to about HKD 1,584.2 million in FY2025, primarily due to the downturn in the manufacturing business[53]. - Cost of sales increased by approximately 3.3% to about HKD 1,068.2 million, reflecting the sensitivity of fixed costs to sales volume[54]. - Gross profit decreased by approximately 9.8% to about HKD 516.1 million, with the gross margin declining from approximately 35.6% to about 32.6% due to geopolitical tensions and changes in customer demographics[55]. Segment Performance - The retail segment's revenue increased by 24.1% to approximately HKD 655.0 million, although it faced a pre-tax segment loss of approximately HKD 62.3 million due to a one-time loss of approximately HKD 83.6 million from the termination of the Cole Haan business[42]. - The manufacturing segment reported revenue of approximately HKD 918.1 million, with a pre-tax segment loss of approximately HKD 3.8 million[43]. - The property investment segment generated revenue of approximately HKD 11.2 million but incurred a pre-tax segment loss of approximately HKD 101.8 million due to a revaluation loss of HKD 109.2 million[44]. - Manufacturing segment revenue decreased by approximately 13.9% to about HKD 918.1 million, with a pre-tax loss of approximately HKD 3.8 million compared to a pre-tax profit of about HKD 110.2 million in the previous year, attributed to global economic uncertainty and inventory surplus[49]. - Property investment segment generated revenue of approximately HKD 11.2 million but incurred a pre-tax loss of approximately HKD 101.8 million due to a fair value loss of about HKD 109.2 million, driven by competitive office market conditions and weak demand[51]. Operational Strategies - The company plans to continue optimizing existing store operations and enhancing customer experience to adapt to changing market conditions[45]. - The company is actively forming a home product development team to expand its product categories and increase revenue sources[45]. - The company aims to strengthen its core business by enhancing product design capabilities and production efficiency while expanding collaborations with existing and new brand clients[45]. - The company has successfully established a fully operational e-commerce center with over 30 live streaming studios, contributing to satisfactory growth in its retail business[38][39]. - The company is open to opportunities for mergers and acquisitions to expand overseas production capacity to meet client demands[45]. Employee and Management - The group employed approximately 5,000 employees as of June 30, 2025, providing competitive compensation and various employee benefits[77]. - The group has implemented stock option and share award plans to recognize employee contributions, approved on November 15, 2011, and July 12, 2018, respectively[77]. - The group continues to enhance the working environment and living standards for employees, emphasizing the importance of human resource management in maintaining expertise in handbags and leather goods[77]. - The group is committed to ongoing employee training programs to improve skills and productivity before and during employment[77]. - The group’s executive director and CEO has over 45 years of experience in the handbag and leather goods industry, focusing on luxury brand manufacturing for over 20 years[79]. - The CFO has over 15 years of experience in finance, accounting, and auditing, with a strong understanding of regulatory requirements for listed companies[81]. - The independent non-executive director has extensive experience in auditing, corporate restructuring, and corporate finance, having served in various senior financial roles[84]. Corporate Governance - The company has established a strong commitment to corporate governance, ensuring transparency and accountability to shareholders[91]. - The board consists of seven directors, including four executive directors and three independent non-executive directors[97]. - The company has complied with the corporate governance code as stipulated in the Hong Kong Stock Exchange listing rules for the fiscal year 2025[92]. - The board held four regular meetings during the year to discuss key matters, including annual and quarterly performance reports[100]. - The company has a robust internal control and risk management framework in place to oversee business development and financial performance[99]. - The company has appointed independent non-executive directors with extensive experience in legal, accounting, and corporate finance[88]. - The company has a clear strategy for business operations, with management responsible for implementing board decisions and reporting overall performance[99]. - The company has established a network with key market participants in the luxury goods and accessories industry, enhancing its market position[89]. - The company has adopted a standard code for securities trading by directors, ensuring compliance with regulatory requirements[93]. - The company has not identified any instances of non-compliance with the established guidelines for employees holding insider information during the fiscal year 2025[96]. - All independent non-executive directors confirmed their independence according to Listing Rule 3.13, and the board considers them independent[103]. Risk Management - The company has established a risk management and internal control system in compliance with the corporate governance code, with a focus on identifying and managing risks related to its operations[137]. - No significant risks were identified during the annual risk assessment conducted by the company[139]. - The internal control system is aligned with the COSO 2013 framework, ensuring operational efficiency, reliable financial reporting, and compliance with applicable laws[140]. - The board is responsible for reviewing the effectiveness of the risk management and internal control systems at least annually[143]. - The company has engaged a third-party firm to conduct internal audits, assessing the adequacy and effectiveness of its risk management and internal control systems twice during the year[143]. Shareholder Communication and Dividends - The company maintains effective communication with shareholders through various channels, including annual and special meetings, reports, and announcements[146]. - The group reported a mid-term dividend of HKD 0.02 per share paid on April 28, 2025, and proposed a special dividend of HKD 0.04 per share for the fiscal year 2025, pending shareholder approval on November 17, 2025[154]. - The board has adopted a dividend policy prioritizing cash dividends and profit sharing with shareholders, with decisions based on financial performance and other relevant factors[147]. - The company encourages shareholders to attend all general meetings and has established procedures for shareholders to propose agenda items[149]. Compliance and Training - The company has conducted regular compliance training for senior management and employees to maintain a healthy corporate culture[168]. - The company has established a whistleblowing policy to allow employees and stakeholders to report misconduct confidentially[168]. - The company has complied with the disclosure requirements regarding related party transactions for the fiscal year 2025[197]. Share Options and Awards - The company has a share option plan approved on November 15, 2011, allowing for the issuance of up to 95,340,000 shares, which represents approximately 9.88% of the current issued shares[182]. - The total number of shares that may be issued upon the exercise of all options granted under the share option plan is capped at 30% of the total issued shares[181]. - A total of 4,500,000 shares (approximately 0.47% of the current issued shares) may be issued from options granted but not yet exercised under the share option plan[182]. - The share award plan allows for a maximum of 10% of the total issued shares, which amounts to 96,543,000 shares based on the current total of 965,430,000 shares[188]. - A total of 3,260,848 share awards were granted on March 10, 2023, representing approximately 0.34% of the total issued shares[189]. - The fair value of the share awards granted on June 26, 2023, is approximately HKD 11,561,000, with 6,430,000 shares vesting by June 26, 2024[190]. - As of June 30, 2025, there are no unvested share awards remaining, and 4,776,000 shares have vested while 2,384,000 shares have lapsed[191]. - The fair value of each share granted under the share incentive plan on June 26, 2023, was HKD 0.85[195]. - A total of 4,776,000 shares will vest in the fiscal year 2025, with a weighted average closing price of HKD 0.50 prior to the vesting date[195]. - 2,384,000 shares under the share incentive plan will lapse in fiscal year 2025 due to failure to meet vesting conditions[195]. - As of June 30, 2025, the number of shares available for grant under the share incentive plan is 70,681,152, representing approximately 7.32% of the company's total issued shares[195].
时代集团控股(01023) - 2025 - 年度财报