Rongzun International Holdings Group Limited Issues Significant Profit Warning Amid Takeover Offer
Key Points from the Announcement
- Profit Warning: Rongzun International Holdings Group Limited (Stock Code: 1780) has issued a profit warning, expecting a substantial increase in losses for the financial year ended 31 March 2026.
- Expected Losses: The Group anticipates a loss after taxation ranging between HK\$34.1 million and HK\$36.0 million for FY2026, compared to a loss of HK\$9.5 million in FY2025.
- Primary Reasons: The increase in losses is mainly attributed to significant, unanticipated additional costs for offsite works, as well as urgent, extra work requested by clients for which the Group did not charge additional fees to preserve business relationships.
- Unaudited Figures: The loss figures are based on unaudited management accounts and may be subject to further adjustments; they have not yet been reviewed by auditors or the audit committee.
- Takeover Offer: This profit warning is issued in the context of a mandatory conditional cash offer by Mr. Yang Jingyao (the Offeror) to acquire all issued shares of the company, as announced on 7 May 2026.
- Takeovers Code Implications: The profit warning constitutes a profit forecast under Rule 10 of the Takeovers Code. The company was unable to comply with the reporting requirements due to time constraints but will repeat the profit warning and provide the necessary reports from financial advisers and auditors in the next shareholder document (Composite Document).
- Warning to Investors: The profit warning does not meet the Takeovers Code standard and has not been reported on by financial advisers or auditors. Shareholders and potential investors are urged to exercise caution and consult professional advisers.
- Final Results Release: The company expects to release its final audited results for FY2026 by the end of June 2026.
Details Investors Should Not Miss
- Significant Increase in Losses: The jump from HK\$9.5 million in losses last year to potentially as much as HK\$36.0 million this year is a material deterioration in financial performance and could have a direct impact on share value.
- Cost Overruns and No Additional Fees Charged: The company incurred extra expenses for offsite works and urgent client requests but did not charge additional fees, raising concerns about contract management and profitability.
- Takeover Context: The profit warning comes during an offer period, and shareholders should be especially vigilant about how this impacts the merits and demerits of the cash offer for their shares.
- Profit Forecast Not Audited: The reported figures are preliminary and unaudited, meaning further adjustments could occur, and the final numbers may differ.
- Disclosure Limitations: The profit warning has not been verified by financial advisers or auditors, which may limit its reliability until the Composite Document is published.
Potential Impact on Share Price
These developments are highly price-sensitive. The substantial increase in expected losses, combined with the context of a pending mandatory cash offer, may influence investor sentiment and share price volatility. The lack of auditor verification and the company’s decision not to charge for additional work may further erode confidence in management and future profitability.
Board Responsibility and Cautionary Advice
The Board, led by Executive Director and CEO Dr. Hiroshi Kaneko, has accepted full responsibility for the accuracy of this announcement. Nonetheless, shareholders and potential investors are strongly advised to exercise caution when dealing in the securities of the company and to consult professional advisers if unsure about their positions.
Upcoming Events
- The final results for FY2026 are expected to be released by the end of June 2026.
- The Composite Document relating to the takeover offer, which will include audited reports on the profit forecast, is expected to be sent to shareholders soon.
Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult professional advisers before making any investment decisions. The unaudited financial figures and profit warning may be subject to change upon release of the audited results and further documentation.
榮尊國際控股集團有限公司發佈重大盈利警告，並處於收購要約期間
公告重點
- 盈利警告：榮尊國際控股集團有限公司（股票代碼：1780）發佈盈利警告，預計截至2026年3月31日止年度虧損大幅增加。
- 預計虧損：集團預計2026財年稅後虧損約為3,410萬至3,600萬港元，而2025財年虧損約為950萬港元。
- 主要原因：虧損增加主要由於未預計的額外場外工作成本，以及因加快時間表和客戶要求的額外工作，集團為維持業務關係未收取額外費用。
- 未經審核數字：虧損數字基於未經審核管理賬目，尚未經審計師或審核委員會審查，可能會進一步調整。
- 收購要約：盈利警告是在收購要約期間發佈，楊靖堯先生（要約人）於2026年5月7日宣布將以現金強制收購全部股份。
- 收購守則影響：盈利警告屬於收購守則第10條的盈利預測，公司因時間限制未能即時報告，但將於下份股東文件（綜合文件）中重覆盈利警告並附上財務顧問及審計師報告。
- 投資者警示：盈利警告未達收購守則要求，亦未經財務顧問或審計師審核，股東及投資者應謹慎。
- 最終業績公布：公司預計於2026年6月底公布經審計的最終業績。
投資者不可忽略的細節
- 虧損大幅增加：去年虧損950萬港元，今年預計最高達3,600萬港元，財務表現明顯惡化，或直接影響股價。
- 額外成本未收費：公司因額外場外工作及急單未收取額外費用，反映合約管理及盈利能力問題。
- 收購要約期間：盈利警告於要約期間發佈，股東需留意對現金收購要約的影響。
- 未經審核盈利預測：報告數字屬初步及未經審核，最終業績或有變。
- 披露限制：盈利警告未經財務顧問或審計師核證，可靠性有限，須待綜合文件發佈。
對股價可能的影響
這些消息屬高度敏感，虧損大幅增加及處於強制收購要約期間，可能影響投資者信心及股價波動。公司管理層未收取額外工作費用亦令未來盈利能力受質疑。
董事責任及投資者警示
董事會（由執行董事兼行政總裁金子博士領導）已接受公告資訊責任。股東及投資者被強烈建議在買賣本公司證券時謹慎，若有疑問需諮詢專業顧問。
即將發生事項
- 公司預計於2026年6月底公布經審計最終業績。
- 收購要約相關綜合文件（包括盈利預測審核報告）即將發送予股東。
免責聲明：本文僅供資訊參考，並不構成投資建議。投資者應諮詢專業顧問，未經審核盈利數字及預警，最終業績及文件公佈後或有變動。
