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大成糖业(03889)主要股东与高健行订立认购期权协议
智通财经网· 2025-05-12 14:38
智通财经APP讯,大成糖业(03889)发布公告,孔先生、王先生及华生(统称"主要股东")已通知本公司, 于2025年5月12日,主要股东(各自作为授出人)与高健行先生(高先生)(作为承授人)已订立认购期权协议 (认购期权协议),主要股东同意向高先生授出本金总额为人民币2700万元的第二批可换股债券的认购期 权(认购期权)。根据第二批可换股债券的条款及条件,本金金额为人民币2700万元的第二批可换股债券 可按每股转换股份0.1港元的初始转换价转换为转换股份,汇率为中国人民银行于转换日期公布的汇 率。为作说明用途,根据本公告日期中国人民银行公布的0.10港元兑人民币0.92639元汇率,经授出认购 期权的本金金额为人民币2700万元的第二批可换股债券可于悉数兑换时转换为不多于2.91亿股转换股 份。 认购期权可由高先生分为五个批次行使(若其选择行使),本金金额分别为人民币600万元、人民币600万 元、人民币600万元、人民币600万元及人民币300万元。为行使认购期权,高先生须就每批认购期权向 主要股东支付认购期权协议所载较第二批可换股债券相关批次的相关本金金额有溢价的行使价。除非订 约方另行书面协定,所有五 ...
大成糖业(03889) - 2024 - 年度财报
2025-04-15 23:39
Financial Instruments and Debt Management - The company issued a total of RMB 120 million (approximately HKD 138 million) in convertible bonds with a 5% interest rate, completed in two tranches on May 3, 2024, and July 19, 2024[7]. - The company plans to issue a total of 41,000,000 new shares at a subscription price of HKD 0.1 per share[15]. - The company plans to leverage its financial instruments, such as convertible bonds, to support future growth initiatives[7]. - The net proceeds from the convertible bonds issuance are intended for repaying loans and preparing for the resumption of production facilities[46]. - The company aims to restructure debts with Jinzhou Bank to improve financial conditions and restore debt financing capabilities[62]. - The total principal amount owed by Jinzhou Yuancheng to Jinzhou Bank is RMB 212,500,000, including unpaid interest[15]. - The company is currently facilitating a debt restructuring related to the loan with Jinzhou Bank to alleviate financial pressure[195]. - The company completed the sale of the Empire Sugar and Empire Food subsidiaries to a related group on December 21, 2023[9]. - The company achieved a one-time gain of over HKD 200 million from the sale of its retail group and debt restructuring agreements[19]. Procurement and Supply Chain Management - The company has entered into a major procurement agreement for coal, corn granules, corn starch, and syrup, effective from January 1, 2025, to December 31, 2027[6]. - The strategic procurement agreement with Ruihao (Guangzhou) for the supply of corn starch and syrup is effective from January 1, 2023, to December 31, 2024[13]. - The company aims to strengthen its supply chain through agreements with various suppliers, enhancing operational efficiency[6]. - The company has ongoing procurement agreements for 240,000 tons of corn starch and 50,000 tons of syrup, effective from January 1, 2023, to December 31, 2024, with pricing based on current market rates[187]. - The company has entered into a new procurement agreement effective from January 1, 2025, to December 31, 2027, for the continuous supply of raw materials including coal, corn granules, corn starch, and syrup[192]. Corporate Governance and Management Structure - The company is committed to improving corporate governance practices as outlined in its corporate governance report[4]. - The company has established a continuous related transaction supervision committee to oversee ongoing transactions with related parties[7]. - The company emphasizes high standards of corporate governance to enhance confidence among shareholders, investors, employees, and business partners[72]. - The board confirmed compliance with all provisions of the corporate governance code for the year, ensuring adherence to the required standards[73]. - The company has established various departments and teams to promote and maintain high standards of corporate governance, including an Environmental, Social, and Governance (ESG) working group[72]. - The company has appointed new executive directors in January 2024, indicating a shift in management structure[104]. - The board consists of seven directors, including three executive directors, one non-executive director, and three independent non-executive directors[76]. - The independent non-executive directors bring diverse expertise, including accounting, law, and corporate governance, enhancing the board's oversight capabilities[68][69]. - The company has mechanisms in place for directors to seek external independent professional advice[81]. Financial Performance and Market Position - In 2024, the company's sales volume recorded a growth of approximately 60.3%, with total revenue increasing by over 40.0% year-on-year[18]. - The average selling price of sweetener products significantly adjusted downwards due to intense competition in the domestic market, leading to a gross profit margin decrease to 5.0%[18]. - The group’s sales volume and total revenue increased by approximately 60.3% and 41.4% to about 186,000 tons and HKD 623,500,000, respectively[29]. - The revenue from corn syrup increased by approximately 30.1% to about HKD 498,300,000, with sales volume rising by about 46.5% to approximately 145,000 tons[31]. - The group recognized a one-time gain of approximately HKD 42,200,000 from the sale of a retail group, leading to a significant increase in other income by about 549.6% to approximately HKD 74,700,000[34]. Risk Management and Internal Controls - The company has established a risk management framework based on the COSO model to identify and analyze key risks[135]. - The internal audit department plays a key role in monitoring governance and ensures effective implementation of internal control systems[140]. - The board of directors has reviewed the effectiveness of the company's risk management and internal control systems and found them to be sufficient[141]. - The company has adopted a culture of compliance with the highest ethical standards and relevant laws and regulations[165]. - The company monitors compliance with legal and regulatory requirements as part of its corporate governance practices[128]. Shareholder Engagement and Dividends - The company aims to pay at least 15% of the annual profit attributable to shareholders as dividends, subject to various factors[133]. - The company has a policy to maintain a progressive dividend policy to provide stable and sustainable returns to shareholders[133]. - The company encourages active communication with shareholders through various channels, including annual meetings and investor dialogues[130]. - The 2024 Annual General Meeting was held on June 28, 2024, where all proposed resolutions were passed by vote[132]. - No dividends were recommended for the year, consistent with the company's dividend policy[155].
大成糖业(03889) - 2024 - 年度业绩
2025-03-28 14:05
Financial Performance - Total revenue for the year ended December 31, 2024, was HKD 623,460,000, an increase of 41.4% compared to HKD 440,813,000 in 2023[3] - Gross profit decreased to HKD 31,303,000 from HKD 36,618,000, representing a decline of 14.5% year-over-year[3] - The company reported a profit from continuing operations of HKD 66,618,000, compared to a loss of HKD 139,820,000 in the previous year[4] - Other income and gains significantly increased to HKD 74,659,000 from HKD 11,476,000, marking a rise of 551.5%[3] - The total comprehensive income for the year was HKD 121,392,000, down from HKD 299,112,000 in 2023, a decrease of 59.4%[5] - Basic earnings per share from continuing operations improved to HKD 0.038 from a loss of HKD 0.092 in the previous year[5] - The group reported a pre-tax profit from continuing operations of HKD 58,651,000 in 2024, down from HKD 63,584,000 in 2023[44] - The company reported a profit for the year of HKD 66,618,000, which includes a tax credit of HKD 9,369,000[35] - The company recorded a net profit attributable to owners of approximately HKD 66,600,000 for the year, compared to a net loss of HKD 139,800,000 in 2023[91] - EBITDA from continuing operations was approximately HKD 124,700,000, a significant improvement from the LBITDA of HKD 39,300,000 in 2023[91] Assets and Liabilities - Non-current assets increased to HKD 434,429,000 from HKD 352,842,000, reflecting a growth of 23.1%[6] - Current liabilities decreased to HKD 786,765,000 from HKD 956,860,000, a reduction of 17.8%[6] - The company's total liabilities net worth improved to HKD (218,254,000) from HKD (381,855,000), indicating a positive change in financial position[7] - As of December 31, 2024, the group recorded a net current liability of approximately HKD 652.4 million, down from HKD 734.3 million in 2023, and a net liability of approximately HKD 218.3 million, down from HKD 381.9 million in 2023[12] - The group reported a deferred loss of HKD 28,685,000 related to the convertible bonds, which has not been recognized in profit or loss[66] - The company's total liabilities for trade payables decreased to 134,308 thousand HKD in 2024 from 138,045 thousand HKD in 2023, indicating improved cash flow management[56] Revenue Segments - For the fiscal year ending December 31, 2024, the total revenue from external customers for the corn sweetener segment was HKD 623,460,000, while the corn refining products segment reported no revenue[35] - Revenue from continuing operations increased to HKD 623,460,000 in 2024, up 41.4% from HKD 440,813,000 in 2023[39] - Revenue from the corn syrup segment increased by approximately 30.1% to about HKD 498.3 million, driven by a sales volume increase of about 46.5% to approximately 145,000 tons[81] - The solid corn syrup segment's revenue surged by approximately 117.0% to HKD 125.2 million, with sales volume rising to about 41,000 tons[82] Cost and Expenses - The cost of goods sold increased to HKD 592,157,000 in 2024, compared to HKD 404,195,000 in 2023, indicating a rise of 46.5%[44] - Financial costs decreased to HKD 34,552,000 in 2024 from HKD 42,442,000 in 2023, a reduction of 18.6%[46] - The average unit production cost of sweetener products decreased by about 9.4%, but the average unit selling price fell by 12.5%, leading to a gross profit margin reduction of 3.3 percentage points to 5.0%[79] Debt and Financing - The group has secured additional bank borrowings of approximately RMB 27 million (equivalent to about HKD 28.7 million) during the year to improve financial conditions and liquidity[12] - The group is in discussions with Jinzhou Bank for a debt restructuring of a loan totaling RMB 212.5 million, which could significantly enhance the group's financial position if successful[12] - The company issued convertible bonds with a total principal amount of RMB 120,000,000 (approximately HKD 138,000,000), convertible into 1,380,000,000 new ordinary shares at an initial conversion price of HKD 0.1 per share, representing a premium of approximately 16.3% over the closing price on the agreement date[61] - The first tranche of convertible bonds totaling RMB 60,000,000 was completed on May 3, 2024, with all conditions met[62] - The second tranche of convertible bonds, also totaling RMB 60,000,000, was completed on July 19, 2024, with additional subscriptions by the underwriters[64] Operational Developments - The company has maintained its primary business focus on the production and sale of corn refining products and sweeteners, with no significant changes reported in business nature[8] - The group has implemented measures to reduce operating costs and enhance cash flow, including maximizing production capacity in Shanghai and launching high-value products[13] - The company plans to restore its Jinzhou downstream production facilities and enhance its market share while focusing on customer needs and continuous R&D investment[78] - The group plans to resume upstream operations in 2025 after completing renovations of its Jinzhou production facilities by the end of 2024[76] Shareholder and Governance - Major shareholders have confirmed financial support for the group over the next 12 months, ensuring no repayment demands will be made during this period[14] - The board believes that the group will have sufficient working capital to meet its financial obligations due within the next 12 months[16] - The board of directors did not recommend a final dividend for the year, consistent with 2023[111] - The audit committee, consisting of three independent non-executive directors, reviewed the group's financial reporting procedures and risk management without any objections[114] Market Conditions - The average operating rate for corn starch production in China increased to 69.26% in 2024, up from 61.67% in 2023[76] - China's corn production for 2024 reached 294,900,000 tons, a year-on-year increase of 2.1%[76] - The international corn price fell significantly in 2024, ending the year at USD 451.5 per bushel, down from USD 471.3 per bushel in 2023[75] - In the 2023/24 fiscal year, global sugar production reached 183.8 million tons, up from 179.1 million tons in 2022/23, while consumption was estimated at 177.6 million tons, compared to 176.4 million tons in the previous year[77]
大成糖业(03889) - 2024 - 中期业绩
2024-08-20 13:09
[Financial Highlights](index=1&type=section&id=Financial%20Highlights) [Overall Performance Summary](index=1&type=section&id=Overall%20Performance%20Summary) In H1 2024, the company achieved a turnaround to profit of **HKD 166 million** from continuing operations, primarily due to one-off gains from debt restructuring and subsidiary disposal, offsetting gross profit decline from lower selling prices Key Financial Indicators for H1 2024 (Continuing Operations) | Indicator | H1 2024 (HKD Thousands) | H1 2023 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 332,475 | 193,661 | +71.7% | | Gross Profit | 11,371 | 19,980 | -43.1% | | Gain on Debt Restructuring | 167,615 | — | N/A | | Profit/(Loss) for the Period | 165,601 | (65,362) | Turnaround to Profit | | Basic Earnings Per Share | 10.3 HK Cents | (4.3) HK Cents | Turnaround to Profit | - The significant improvement in the company's profitability primarily stemmed from one-off gains of approximately **HKD 168 million** from debt restructuring and **HKD 54.1 million** from disposal of a subsidiary, rather than core operational improvements[1](index=1&type=chunk)[19](index=19&type=chunk)[57](index=57&type=chunk) [Key Financial Statements](index=1&type=section&id=Key%20Financial%20Statements) Financial statements indicate significant improvement in the company's debt position through debt restructuring and convertible bond issuance, reducing net debt to **HKD 180 million** by June 30, 2024, though severe short-term liquidity challenges persist with a current ratio of **0.24** [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) During the period, revenue grew **71.7%** to **HKD 332 million**, but gross profit declined significantly, while controlled expenses and reduced finance costs, combined with substantial one-off gains, led to a **HKD 166 million** profit before tax from continuing operations, reversing last year's loss - Despite significant revenue growth, gross profit declined, indicating that the decrease in product selling prices outpaced the benefits from cost control[1](index=1&type=chunk)[46](index=46&type=chunk) - Discontinued operations contributed a **HKD 18.58 million** loss in the prior period, with no impact this period, aiding overall profitability improvement[2](index=2&type=chunk)[3](index=3&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, total assets were **HKD 484 million** and total liabilities **HKD 664 million**, resulting in net liabilities of **HKD 180 million**, a significant improvement from **HKD 382 million** at year-end, though severe liquidity challenges persist with **HKD 490 million** net current liabilities Key Balance Sheet Item Changes | Item (HKD Thousands) | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Interest-bearing Bank and Other Borrowings | 228,495 | 440,910 | | Convertible Bonds | 16,812 | — | | Share Capital | 189,037 | 152,759 | | Net Current Liabilities | (490,372) | (734,345) | | Net Liabilities | (179,839) | (381,855) | [Management Discussion and Analysis](index=28&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Market Outlook](index=28&type=section&id=Business%20Review%20and%20Market%20Outlook) Management notes increased global economic uncertainty and challenging Chinese recovery in H1 2024, with declining corn prices offering cost advantages, but falling sugar prices intensifying sweetener market competition and pressuring product selling prices, leading to a cautious H2 outlook and focus on resuming Jinzhou production for cost reduction - Domestic corn prices decreased from **RMB 2,760/metric ton** to **RMB 2,464/metric ton**, providing a cost advantage, with plans to resume upstream operations at the Jinzhou production base in Q4 2024 to leverage cost benefits in Northeast China[43](index=43&type=chunk) - Domestic sugar prices decreased from **RMB 7,044/metric ton** to **RMB 6,569/metric ton**, coupled with lower-than-expected market consumption, pressured the selling prices of the company's sweetener products as substitutes, directly impacting gross profit margin[43](index=43&type=chunk) - Management maintains a cautious outlook for the H2 2024 sweetener market due to oversupply in China and slow recovery in end-user demand[44](index=44&type=chunk) [Financial Performance Analysis](index=31&type=section&id=Financial%20Performance%20Analysis) During the period, the company experienced revenue growth without corresponding profit, as a **106.3%** sales volume increase drove **71.7%** revenue growth, but a **16.3%** average selling price decline, exceeding the **9.8%** unit production cost reduction, slashed gross margin from **10.3%** to **3.4%**, with ultimate profitability relying on significant one-off gains - The company achieved significant sales volume and revenue growth by increasing production at its Shanghai base, but core profitability deteriorated due to selling price pressure[46](index=46&type=chunk) - The company recorded EBITDA of **HKD 195 million** from continuing operations, a significant improvement from an LBITDA of **HKD 21.2 million** in the prior period, primarily driven by one-off gains[57](index=57&type=chunk) [Overall Performance](index=31&type=section&id=Overall%20Performance) In H1 2024, consolidated revenue increased to **HKD 332.5 million** and sales volume to **99,000 metric tons**, growing **71.7%** and **106.3%** respectively, yet gross profit halved to **HKD 11.4 million**, with gross margin falling from **10.3%** to **3.4%**, reflecting a sacrifice of profit for volume in a challenging market Key Operating Metrics Changes | Indicator | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | HKD 332.5 million | HKD 193.7 million | +71.7% | | Sales Volume | Approx. 99,000 Metric Tons | Approx. 48,000 Metric Tons | +106.3% | | Gross Margin | 3.4% | 10.3% | -6.9 Percentage Points | | Average Unit Selling Price | - | - | -16.3% | | Average Unit Production Cost | - | - | -9.8% | [Segment Performance](index=31&type=section&id=Segment%20Performance) All company revenue derived from the corn sweeteners segment, with upstream products suspended; both corn syrup and solid corn syrup segments saw strong revenue growth but significant gross margin declines to **3.2%** and **4.3%** respectively, indicating widespread price pressure across all product lines - The upstream products (corn starch, etc.) segment had no sales revenue or gross profit in both the current and prior periods, indicating suspended operations[46](index=46&type=chunk) Corn Sweetener Segment Performance | Product Segment | Revenue (HKD Millions) | Gross Profit (HKD Millions) | Gross Margin | | :--- | :--- | :--- | :--- | | **Corn Syrup** | | | | | 2024 H1 | 267 | 8.6 | 3.2% | | 2023 H1 | 176 | 17.9 | 10.2% | | **Solid Corn Syrup** | | | | | 2024 H1 | 65.5 | 2.8 | 4.3% | | 2023 H1 | 17.8 | 2.1 | 11.8% | [Operating Expenses and Other Gains/Losses](index=33&type=section&id=Operating%20Expenses%20and%20Other%20Gains%2FLosses) During the period, the company achieved cost control, with administrative expenses decreasing **12.2%** and other expenses falling due to reduced idle capacity, while finance costs significantly dropped due to debt restructuring, and a crucial **HKD 54.1 million** one-off gain from the disposal of a retail group significantly contributed to current period profit - The disposal of the retail group (Dacheng Retail Investment Limited and its subsidiaries) generated a one-off gain of approximately **HKD 54.1 million** for the company[20](index=20&type=chunk)[50](index=50&type=chunk) - Administrative expenses decreased **12.2%** to **HKD 29.5 million**, reflecting the company's stringent cost control measures[52](index=52&type=chunk) - Finance costs decreased from **HKD 21.5 million** to **HKD 14.8 million**, primarily due to a significant reduction in financial liabilities following the completion of the debt restructuring agreement[54](index=54&type=chunk) [Capital Structure, Liquidity, and Financial Resources](index=35&type=section&id=Capital%20Structure%2C%20Liquidity%2C%20and%20Financial%20Resources) The company optimized its capital structure through debt restructuring and convertible bond issuance, reducing the debt-to-capital ratio from **76.6%** to **50.7%**, yet liquidity remains severe with current and quick ratios at **0.24** and **0.19** respectively, indicating significant short-term solvency risks, which the company is addressing through shareholder support and new financing - The company's debt-to-capital ratio (total debt/total assets) decreased from **76.6%** to **50.7%**, primarily benefiting from debt restructuring and the disposal of a subsidiary that divested liabilities[65](index=65&type=chunk) - As of June 30, 2024, the current ratio and quick ratio were approximately **0.24** and **0.19** respectively, significantly below healthy levels, indicating severe liquidity pressure[65](index=65&type=chunk) [Capital and Debt Status](index=35&type=section&id=Capital%20and%20Debt%20Status) As of June 30, 2024, total interest-bearing bank and other borrowings significantly decreased from **HKD 441 million** to **HKD 229 million**, primarily due to the debt restructuring of the Yuancheng Construction Bank loan, while the issuance of convertible bonds, with the first tranche of **RMB 60 million** used for loan repayment, collectively reduced the company's net borrowings - Total interest-bearing bank and other borrowings decreased by approximately **HKD 212 million** to **HKD 228.5 million**, primarily due to a recognized gain of approximately **HKD 207 million** from debt restructuring[59](index=59&type=chunk) - The company issued convertible bonds with a total principal amount of **RMB 120 million**; the first tranche of **RMB 60 million** was issued on May 3, 2024, with proceeds used to repay loans incurred for debt restructuring completion[62](index=62&type=chunk)[63](index=63&type=chunk) [Key Financial Ratios](index=37&type=section&id=Key%20Financial%20Ratios) During the period, the company improved operational efficiency, with inventory turnover days decreasing from **31** to **20** and trade payables turnover days significantly dropping from **125** to **64**, indicating faster cash conversion, while trade receivables turnover remained stable at **57** days; however, extremely low liquidity ratios remain a core financial risk Turnover Days Changes | Turnover Days | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Trade Receivables | Approx. 57 Days | Approx. 56 Days | | Trade Payables | Approx. 64 Days | Approx. 125 Days | | Inventory | Approx. 20 Days | Approx. 31 Days | [Risk Management and Compliance](index=38&type=section&id=Risk%20Management%20and%20Compliance) The company faces key risks including foreign exchange fluctuations and loan defaults; while RMB exchange risk is deemed manageable without hedging, a significant default on a **RMB 212.5 million** loan from Jinzhou Bank Tiebei Branch is ongoing, with debt restructuring or renewal negotiations representing a critical uncertainty for the company's going concern - The company has defaulted on a loan from Jinzhou Bank Tiebei Branch, with an outstanding principal amount of **RMB 212.5 million**, and is currently negotiating debt restructuring or renewal, with uncertain outcomes[67](index=67&type=chunk) - Most of the company's business is settled in RMB, and management considers foreign exchange risk not material, thus no hedging measures have been adopted[66](index=66&type=chunk) [Significant Events and Outlook](index=39&type=section&id=Significant%20Events%20and%20Outlook) During and after the reporting period, the company completed a change of control, mandatory general offer, and issued two tranches of convertible bonds totaling **RMB 120 million**, with funds allocated to debt repayment and Jinzhou production facility resumption; future plans focus on optimizing production, developing high-value-added products, and preparing for Jinzhou plant restart to enhance competitiveness in a challenging market - Post-reporting period event: The company completed the issuance of the second tranche of convertible bonds with a principal amount of **RMB 60 million** on July 19, 2024, with proceeds earmarked for preparing the Jinzhou production facility for resumption[71](index=71&type=chunk) - The core of future plans is to prepare for the resumption of the Jinzhou production facility to strengthen operating cash flow and leverage cost advantages[73](index=73&type=chunk) - During the reporting period, a change of control and subsequent mandatory general offer were completed, with the joint offerors and parties acting in concert holding approximately **51.00%** of the shares[68](index=68&type=chunk) [Summary of Notes to Financial Statements](index=6&type=section&id=Summary%20of%20Notes%20to%20Financial%20Statements) [Basis of Preparation and Going Concern](index=6&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) While financial statements are prepared on a going concern basis, significant uncertainties exist, with **HKD 490 million** net current liabilities and **HKD 180 million** net liabilities as of June 30, 2024; management has implemented measures including convertible bond issuance, shareholder financial support, major debt restructuring, and new bank financing, though their ultimate effectiveness remains uncertain, posing challenges to going concern - As of June 30, 2024, the company had approximately **HKD 490 million** in net current liabilities and **HKD 180 million** in net liabilities, raising significant doubt about its ability to continue as a going concern[8](index=8&type=chunk) - To improve its financial position, the company completed the issuance of convertible bonds totaling **RMB 120 million** and secured written financial support commitments from controlling shareholders Mr. Kong and Mr. Wang[8](index=8&type=chunk)[9](index=9&type=chunk)[11](index=11&type=chunk) - The company successfully completed the debt restructuring of the 'Yuancheng Construction Bank loan,' settling approximately **RMB 276 million** of original debt for **RMB 88 million**, recognizing a one-off gain of approximately **HKD 168 million**, significantly improving its financial position[12](index=12&type=chunk)[35](index=35&type=chunk) [Operating Segments](index=12&type=section&id=Operating%20Segments) The company's business is divided into two reportable segments: corn refining products and corn sweeteners; currently, all continuing operations revenue comes from the corn sweeteners segment, which recorded **HKD 332 million** revenue and a **HKD 11.76 million** segment loss, while the suspended corn refining products segment recorded a **HKD 23.74 million** segment loss, with overall profitability entirely dependent on one-off gains in unallocated items Segment Performance Summary (H1 2024, HKD Thousands) | Segment | Revenue | Segment Result (Loss) | | :--- | :--- | :--- | | Corn Refining Products | — | (23,741) | | Corn Sweeteners (Continuing Operations) | 332,475 | (11,755) | | **Total** | **332,475** | **(35,496)** | [Discontinued Operations](index=20&type=section&id=Discontinued%20Operations) On December 21, 2023, the company completed the disposal of Dihao Company (Dihao Food and Dihao Crystalline Sugar), its Jilin-based corn sweetener business, which is now classified as discontinued operations; this segment recorded a **HKD 18.58 million** loss in the prior period (H1 2023) and no longer impacts the group's financial performance in the current reporting period - The company completed the disposal of Dihao Company on December 21, 2023, with the business classified as discontinued operations[31](index=31&type=chunk) - Discontinued operations resulted in a loss of **HKD 18,577 thousand** in H1 2023[32](index=32&type=chunk)[56](index=56&type=chunk) [Convertible Bonds and Share Capital Changes](index=25&type=section&id=Convertible%20Bonds%20and%20Share%20Capital%20Changes) To raise funds, the company issued **RMB 120 million** in three-year, 5% convertible bonds to controlling shareholders; the first tranche of **RMB 60 million** was issued in May 2024, with **RMB 33 million** converted into **363 million** shares at **HKD 0.1** per share, increasing issued share capital from **1.528 billion** to **1.890 billion** shares - The company issued convertible bonds with a principal amount of **RMB 120 million**, with an initial conversion price of **HKD 0.1** per share[38](index=38&type=chunk) - As of the reporting period end, convertible bonds with a principal amount of **RMB 33 million** were converted into **362,788,856** new shares, increasing the company's total share capital[38](index=38&type=chunk)[40](index=40&type=chunk) - The convertible bonds were bifurcated on the balance sheet into a liability component of **HKD 16.81 million** and an equity component of **HKD 13.19 million**[39](index=39&type=chunk)[63](index=63&type=chunk) [Other Information](index=42&type=section&id=Other%20Information) [Dividend Policy](index=43&type=section&id=Dividend%20Policy) Considering the company's current financial position and capital requirements, the Board does not recommend an interim dividend for the six months ended June 30, 2024, consistent with no dividend payout in the prior period - The Board does not recommend the payment of any dividend for the current period[30](index=30&type=chunk)[75](index=75&type=chunk) [Corporate Governance](index=43&type=section&id=Corporate%20Governance) The company confirms compliance with the Corporate Governance Code in Appendix C1 of the Listing Rules throughout the reporting period; the Audit Committee reviewed the period's results and discussed adopted accounting principles with management, with no disagreements - The company has complied with all code provisions of the Corporate Governance Code[76](index=76&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has reviewed these interim results[77](index=77&type=chunk) [Employees](index=42&type=section&id=Employees) As of June 30, 2024, the Group's total number of employees was approximately **620**, a reduction from **840** in the prior period, with employee benefit expenses (including directors' emoluments) for the period approximately **HKD 27.9 million**, largely consistent with **HKD 28.3 million** in the prior period Employee and Remuneration Overview | Item | June 30, 2024 | June 30, 2023 | | :--- | :--- | :--- | | Number of Employees | Approx. 620 Persons | Approx. 840 Persons | | Employee Benefit Expenses | Approx. HKD 27.9 Million | Approx. HKD 28.3 Million |
大成糖业(03889) - 2023 - 年度财报
2024-04-24 22:53
Financial Performance - The company reported a net profit margin of 12% for the fiscal year 2023, reflecting improved operational efficiency[4]. - The group recorded a one-time gain of approximately HKD 477 million from the transfer of the subsidiary Dihao Company, significantly improving annual performance and reducing overall debt[26]. - The group reported a net profit attributable to owners of approximately HKD 289,500,000 for the year, a significant improvement from a net loss of HKD 212,500,000 in 2022, due to increased gross profit and recognition of discontinued operations income[53]. - The company reported a significant increase in revenue, achieving a total of 20 million in 2023, representing a growth of 15% compared to the previous year[81]. - In the 2023 fiscal year, the company's sales volume increased by approximately 34.9% to about 116,000 tons, and total revenue rose by 22.6% to approximately HKD 440.8 million[38]. Debt and Financing - The company has outstanding loans totaling RMB 212,500,000 from Jinzhou Bank Tiebei Branch and RMB 188,700,000 from Jinzhou Construction Bank as of December 31, 2023[19]. - The group plans to issue convertible bonds totaling RMB 120 million to alleviate financial conditions and fund the first phase of production recovery at the Jinzhou facility[27]. - The company has agreed to repay RMB 88,000,000 to Jilin Xinda as part of a debt restructuring agreement, which will relieve the company of further repayment obligations to Yuan Cheng Construction Bank[72]. - The company plans to use RMB 60,000,000 from the convertible bond proceeds for repayment to creditors and the remaining for the resumption of production at the Jinzhou facility[127]. - The group is negotiating with banks in China to secure new financing to meet its funding needs, with a proposed loan of RMB 70 million from Shanghai Nanyang and Shanghai Minhang Bank[134]. Strategic Initiatives - The company aims to enhance its market presence through strategic acquisitions and partnerships in the next fiscal year[4]. - The company is focusing on expanding its product offerings in the health and wellness sector to capture emerging market trends[4]. - The company plans to optimize production, maintain market share, and enhance its product portfolio while focusing on high-value product development and strategic business alliances[73]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% increase in market share by 2025[87]. - A strategic acquisition of a local competitor is in progress, expected to enhance production capacity by 30%[86]. Corporate Governance - The board emphasized the importance of corporate governance, aiming to maintain high standards to boost investor confidence[86]. - The company has adopted a new compliance framework, ensuring adherence to all regulatory requirements and enhancing operational transparency[87]. - The company has established a corporate governance committee to review and monitor compliance with corporate governance policies and practices[149]. - The company has implemented a dual chair structure with two co-chairmen to enhance corporate governance and clarify roles[116]. - The board has established measurable targets for diversity, including specific ratios for independent non-executive directors and members with professional qualifications[104]. Operational Efficiency - The group aims to enhance operational efficiency by restoring production facilities in Jinzhou and diversifying its product offerings to improve sales revenue[29]. - The company has taken measures to reduce operating costs and has developed new product lines to enhance cash flow, while increasing production capacity at the Shanghai facility[129]. - The internal audit department plays a key role in monitoring the group's governance and reports directly to the audit committee, ensuring effective internal control systems are in place[170]. - The company has implemented a three-line defense model for operational risk management, clarifying responsibilities across management levels[163]. - The company has complied with relevant codes regarding internal control and risk management as per the corporate governance code, confirming the effectiveness of its internal control procedures[171]. Market Trends - Sugar prices are expected to remain high in 2024, while corn prices have started to decline, potentially lowering overall production costs[29]. - The overall retail sales in China increased by 7.2% year-on-year, although consumer confidence remains low due to various economic pressures[32]. - The international monetary fund forecasts a global economic growth rate of 3.1% for 2024, with China's GDP growth target set at 5%[29]. - The company is committed to sustainable practices, with initiatives aimed at reducing carbon emissions by 25% over the next five years[86]. - The company continues to prioritize gender diversity in recruitment to ensure potential successors maintain this diversity[103]. Shareholder Communication - The company has established various communication channels with shareholders, including annual and interim reports published on the stock exchange and a dedicated website[156]. - The company has a public website to disclose operational and financial information, enhancing transparency with stakeholders[156]. - The company has conducted a review of its shareholder communication policy, which has been effectively implemented during the year[158]. - The company will hold its next annual general meeting on June 20, 2024, to approve the audited consolidated financial statements for 2023 and re-elect directors[159]. - The company has established a mechanism to ensure strong independence of the board, which is reviewed annually for effectiveness[92].
大成糖业(03889) - 2023 - 年度业绩
2024-03-28 14:49
Financial Performance - Total revenue for the year ended December 31, 2023, was HKD 440,813,000, an increase of 22.6% from HKD 359,567,000 in 2022[3] - Gross profit for the same period was HKD 36,618,000, up 34.4% from HKD 27,267,000 in the previous year[3] - The company reported a loss from continuing operations before tax of HKD 144,187,000, slightly improved from a loss of HKD 148,838,000 in 2022[3] - The net loss for continuing operations for the year was HKD 139,820,000, compared to a loss of HKD 141,407,000 in 2022[3] - The profit from discontinued operations was HKD 429,336,000, a significant recovery from a loss of HKD 71,084,000 in the previous year[4] - The total comprehensive income for the year was HKD 299,112,000, compared to a loss of HKD 180,392,000 in 2022[4] - Basic earnings per share from discontinued operations was HKD 0.281, compared to a loss of HKD 0.046 in 2022[5] - The total profit for the year ending December 31, 2023, was HKD 289,516,000, a significant improvement compared to a loss of HKD 212,491,000 in the previous year[41][43] - The company recorded a net loss of HKD 139.8 million for the year, slightly improved from a loss of HKD 141.4 million in the previous year[112] - The company recorded a net profit attributable to owners of approximately HKD 289.5 million for the year, compared to a net loss of approximately HKD 212.5 million in 2022[114] Assets and Liabilities - Non-current assets decreased to HKD 352,842,000 from HKD 564,862,000 in 2022, reflecting a reduction in property, plant, and equipment[7] - Current liabilities decreased to HKD 956,860,000 from HKD 1,329,029,000 in the previous year, indicating improved liquidity[7] - As of December 31, 2023, the group recorded a net current liability of approximately HKD 734.3 million, down from HKD 1,206.8 million on December 31, 2022[15] - The company's total assets decreased from HKD 611,280,000 in 2022 to HKD 312,325,000 in 2023, representing a decline of approximately 48.9%[64] - Total borrowings decreased by approximately HKD 354.5 million to about HKD 440.9 million as of December 31, 2023, down from HKD 795.4 million in 2022[116] - The net borrowing value decreased to approximately HKD 427.3 million, compared to HKD 791.1 million as of December 31, 2022[116] - The capital debt ratio improved to approximately 76.6%, down from 115.8% as of December 31, 2022, primarily due to the completion of the transaction with Empire[120] Cash Flow and Financing - The group has implemented measures to monitor operating cash flow and reduce operating costs during market volatility, while also developing new product lines to enhance cash inflow[18] - The group has received a confirmation letter from the new controlling shareholder, ensuring financial support for the next 12 months without requiring collateral from the group's assets[20] - A debt restructuring agreement was established to repay RMB 88 million to China Construction Bank, significantly improving the group's financial condition in 2024[21] - The group is in discussions with banks to secure new financing, with a total loan amount of RMB 70 million agreed upon by two banks as of March 21, 2024[23] - The company has agreed to repay a total of RMB 88,000,000 to Jilin Xinda as part of a debt restructuring agreement by January 26, 2024, which will clear the remaining obligations under the Yuan Cheng Construction Bank loan[137] Operational Performance - The adjusted profit before tax for the corn refining products segment was a loss of HKD 72,791,000 for the year ending December 31, 2023, compared to a loss of HKD 50,100,000 in the previous year, indicating a decline in performance[41][43] - The company completed the sale of its corn sweetener business, which has been classified as discontinued operations, resulting in a gain of HKD 476,997,000 from the sale[41] - The company has two reportable operating segments: corn refining products and corn sweeteners, with the latter now classified as discontinued operations following the recent sale[39][41] - The company’s management has independently monitored the performance of each operating segment to make resource allocation and performance evaluation decisions[39] - The company is focusing on optimizing production, enhancing its product mix, and developing high-value products to maintain competitiveness and market share[138] Market and Economic Conditions - The overall economic recovery in China remains fragile, with consumer confidence low and retail sales increasing by only 7.2% year-on-year[94] - The company’s upstream corn refining sector faced significant challenges, leading to continued operational suspensions[97] - The global corn production for the 2023/24 season is estimated at 1,235,700,000 tons, marking a historical high and contributing to price declines[95] - China's corn imports surged by 31.6% in 2023, totaling 27,130,000 tons, compared to 20,620,000 tons in 2022[95] - The average spot price of corn in China decreased from nearly RMB 3,000 per ton to RMB 2,560 per ton by the end of 2023[95] Corporate Governance and Reporting - The Audit Committee, composed entirely of independent non-executive directors, reviewed the group's financial reporting procedures and risk management, holding three meetings during the year[148] - The company's annual report, including information required by listing rules, will be published on its website and the stock exchange's website at an appropriate time[149] - The 2023 Annual General Meeting is scheduled for June 20, 2024, at 10:30 AM[150] - Share transfer registration will be suspended from June 14, 2024, to June 20, 2024, to determine shareholder rights for attending the Annual General Meeting[151] - Shareholders must ensure that all transfer documents are submitted by June 13, 2024, at 4:30 PM to qualify for attending the Annual General Meeting[153] - The auditor confirmed that the financial statements for the year align with the figures presented in the announcement[154]
大成糖业(03889) - 2023 - 中期财报
2023-09-13 09:05
Financial Performance - Revenue for the first half of 2023 increased by 25.0% to approximately HKD 193.7 million compared to HKD 155.0 million in the same period of 2022[6]. - Gross profit rose significantly by 78.6% to HKD 20.0 million from HKD 11.2 million year-on-year[6]. - The net loss for the period narrowed to HKD 83.9 million, an improvement from a loss of HKD 117.5 million in the previous year[6]. - The group's sales volume increased by approximately 33.3% to about 48,000 tons, and total revenue rose by 25.0% to approximately HKD 193.7 million during the reporting period[37]. - The group's gross profit surged by approximately 78.6% to about HKD 20 million, with a gross margin increase of 3.1 percentage points to 10.3%[37]. - The net loss narrowed to approximately HKD 83.9 million, down from HKD 117.5 million in the previous year, with LBITDA improving to approximately HKD 32.6 million[38]. - The company reported a loss before tax of HKD 103,405,000, compared to a loss of HKD 117,503,000 in the previous year, indicating a reduction in losses[106]. - The company’s total comprehensive loss for the period was HKD 23,783,000, compared to HKD 100,379,000 in the same period last year, showing a significant reduction in overall losses[106]. - The basic and diluted loss per share for the period was HKD 0.055, an improvement from HKD 0.077 in the previous year[106]. - The company reported a total loss of HKD 83,939,000 for the six months ended June 30, 2023, compared to a loss of HKD 117,503,000 in the same period of 2022[131]. Restructuring and Debt Management - The restructuring plan is progressing, including the sale of a 47.0% stake in a subsidiary and the transfer of interests in certain products, which is expected to alleviate overall debt[13]. - The company anticipates completing its restructuring plan within the year, which will help consolidate its financial position and reduce liabilities[15]. - The company plans to utilize funds from the issuance of convertible bonds to address outstanding debts and enhance operational capabilities[15]. - The group is exploring various funding options to advance the next phase of its debt restructuring plan with support from the Jilin Provincial Government[40]. - The group plans to raise approximately RMB 1.5 billion to RMB 1.6 billion from potential investors for debt restructuring, including the repurchase of loans from Agricultural Bank of China[31]. - The company is simplifying its corporate structure to facilitate debt restructuring, with outstanding loans totaling approximately RMB 1,400,000,000 being transferred to a third party[28]. - The company has outstanding loans totaling approximately RMB 188,700,000 from Jinzhou Construction Bank, which are currently overdue[100]. - The company has also failed to repay a loan of RMB 180,000,000 from Agricultural Bank of China, which may trigger cross-default clauses in other loan agreements[100]. - The total outstanding principal amount of loans owed by the group as of June 30, 2023, is approximately RMB 401.2 million, with RMB 212.5 million intended to be financed through ongoing business operations and future cash flows[125]. - The company plans to issue convertible bonds to raise RMB 120 million (approximately HKD 138 million) as part of its restructuring efforts, with an initial conversion price set at HKD 0.1 per share[117]. Market Conditions and Economic Outlook - The economic outlook for the second half of 2023 remains cautious due to weak consumer demand and ongoing geopolitical tensions[15]. - The global economic growth forecast for 2023 has been revised down to 2.7%, impacting consumer confidence and demand in China[19]. - The youth unemployment rate in China reached a historical high of 21.3% in June 2023, further straining consumer sentiment[19]. Production and Sales - The company’s production and sales volume increased significantly due to the resumption of operations at its Shanghai production base[12]. - Revenue from corn syrup increased by approximately 30.7% to about HKD 175,900,000 (2022: HKD 134,600,000), driven by a 38.7% increase in sales volume to approximately 43,000 tons (2022: 31,000 tons) following the resumption of operations at the Shanghai production base[42]. - Solid corn syrup sales decreased by approximately 12.7% to HKD 17,800,000 (2022: HKD 20,400,000), with a gross profit of HKD 2,100,000 (2022: HKD 3,100,000) and a gross margin of 11.8% (2022: 15.2%) due to price declines[44]. Corporate Governance - The company is committed to enhancing internal controls and compliance with corporate governance codes to ensure transparency and accountability[37]. - The audit committee consists of three independent non-executive directors, ensuring compliance with financial reporting and risk management procedures[83]. - The corporate governance committee has reviewed the company's governance policies and confirmed compliance with the corporate governance code, except for a deviation regarding the dual role of Mr. Wang Guicheng[87]. - The company is committed to maintaining high levels of corporate governance to protect shareholder interests[82]. Employee and Operational Metrics - As of June 30, 2023, the group employed approximately 840 full-time employees, a decrease from 920 employees on June 30, 2022[68]. - Employee benefits expenses (excluding directors' remuneration) were approximately HKD 32,900,000 for the period, down from HKD 41,100,000 in 2022[68]. - Administrative expenses rose by approximately 7.3% to about HKD 46,900,000 (2022: HKD 43,700,000), attributed to professional fees related to restructuring[48]. Shareholder and Equity Information - Major shareholders, including Jilin Provincial State-owned Assets Supervision and Administration Commission, hold a significant stake of 64.04% in the company[76]. - The total issued share capital of the company as of June 30, 2023, is 1,527,586,000 shares[81]. - The company has a 35.2% ownership interest held by Modern Agriculture, which is fully owned by Modern Agriculture Holdings[81]. - The board did not recommend any dividend distribution for the current period, consistent with the previous period[70].
大成糖业(03889) - 2023 - 中期业绩
2023-08-31 14:05
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 GLOBAL SWEETENERS HOLDINGS LIMITED 大 成 糖 業 控 股 有 限 公 司 * (於開曼群島註冊成立的有限公司) (股份代號:03889) 截至 年 月 日止六個月 2023 6 30 中期業績公告 財務摘要 截至6月30日止六個月 2023年 2022年 變動% (未經審核)(未經審核) 收益(百萬港元) 193.7 155.0 25.0 ...
大成糖业(03889) - 2023 - 年度业绩
2023-07-24 11:29
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對其 準確性或完整性亦不發表任何聲明,並明確表示,概不就因本公告全部或任何部分內容 而產生或因依賴該等內容而引致的任何損失承擔任何責任。 GLOBAL SWEETENERS HOLDINGS LIMITED * 03889 債務重組計劃的最新狀況及 有關截至二零二二年十二月三十一日止年度的年報的補充公告 謹此提述大成糖業控股有限公司(「本公司」,連同其附屬公司統稱「本集團」)截至二零二 二年十二月三十一日止年度(「該年度」)的年報(「該年報」)。除文義另有所指外,本公告 所用詞彙與該年報所界定者具有相同涵義。 債務重組計劃的最新狀況 本公司謹此就該年報所披露的債務重組計劃向其股東提供最新及進一步資料。 誠如本公司與大成生化科技集團有限公司(「大成生化」,連同其附屬公司但不包括本集 團,統稱「大成生化集團」)於日期為二零二零年十二月二十三日及二零二一年三月二十六 日的聯合公告所披露,作為本集團債務重組計劃的一部分,本集團的主要貸款銀行已將 ...
大成糖业(03889) - 2022 - 年度财报
2023-04-24 08:56
Financial Performance - In 2022, the company's revenue decreased by 50.6% to HKD 359.6 million from HKD 728.1 million in 2021[4] - The gross profit for 2022 was HKD 27.3 million, down 34.4% from HKD 41.6 million in 2021[4] - The company reported a loss of HKD 212.5 million for the year, compared to a loss of HKD 96.3 million in 2021[4] - The basic loss per share increased to HKD 13.9 from HKD 6.3 in the previous year[4] - The group reported a significant decline in sales volume by 51.7% to 86,000 tons for the year, down from 178,000 tons in 2021[32] - Revenue decreased by approximately 50.6% to around HKD 359.6 million, compared to HKD 728.1 million in 2021, while gross profit fell by 34.4% to HKD 27.3 million from HKD 41.6 million[32] - The group recorded a net loss of HKD 212.5 million for the year, compared to a net loss of HKD 96.3 million in 2021, and an LBITDA of approximately HKD 74.6 million[33] - Other income and gains decreased by approximately 88.8% to about HKD 16,300,000 (2021: HKD 145,700,000) due to the absence of one-time gains recorded in the previous year[41] - The group recorded a net loss attributable to shareholders of approximately HKD 212,500,000 (2021: HKD 96,300,000) due to reduced gross profit and other income[48] Operational Challenges - The company's production facilities in Shanghai were shut down for nearly two months due to lockdown measures, impacting sales volume and revenue significantly[12] - The group has suspended operations at certain production facilities to minimize financial risks during uncertain economic conditions[32] - The restructuring is expected to provide additional funds to repay loans and improve working capital, preparing for the resumption of operations at the Jinzhou production base[29] - Financial risks include liquidity risks due to production halts, with measures such as resource integration for higher efficiency[163] Strategic Initiatives - The company plans to focus resources on its sweetener business in Jinzhou and Shanghai following a strategic restructuring involving the sale of 47.0% equity to Da Cheng Biochemical Group[13][14] - The management team is focused on accelerating the restructuring of Da Cheng Sugar Industry, which is expected to significantly improve the financial condition of the group by the end of 2023[16] - The group anticipates a return to operational growth and efficiency improvements following the restructuring, with a focus on the Jinzhou production base's resumption based on market demand and cash flow considerations[16] - The company aims to expand its product range by developing sweeteners that align with health trends and consumer preferences[15] - The company plans to maintain a balance between robust cash flow and market share while closely monitoring market conditions and financial status for strategic decision-making[24] - The company plans to optimize production and maintain market share while enhancing its product portfolio and developing high-value products and new applications[70] Market Conditions - Economic recovery in China is expected to support domestic sugar prices, despite anticipated downward pressure from rising global sugar production[15] - The global corn production for the 2022/23 season is estimated at 1,151.4 million tons, a decrease from 1,216 million tons in the previous season, impacting corn prices[21] - International corn prices peaked at $8.18 per bushel in April 2022, dropping to $6.785 per bushel by the end of 2022, reflecting a significant price fluctuation[21] - China's domestic corn production for the 2022/23 season is projected at approximately 277.2 million tons, with consumption expected to reach 286.6 million tons, leading to continued imports to address supply shortages[21] - The sugar market saw a slight surplus in the 2021/22 season, with global production at 180.3 million tons and consumption at 173.2 million tons, while international sugar prices rose to $0.1891 per pound by the end of 2022[23] - China's sugar production for the 2022/23 season is expected to increase to 10.1 million tons, while consumption is estimated at 15.6 million tons, indicating a potential improvement in demand[24] Governance and Management - The company has adopted a set of strict codes of conduct for directors' securities trading, ensuring compliance with the standards set forth in the Listing Rules[84] - The board consists of five directors, including two executive directors and three independent non-executive directors, with no significant relationships among them[89] - The company has established a mechanism to ensure strong independence of the board, which is reviewed annually for effectiveness[89] - The company recognizes the benefits of a diverse board and has adopted a diversity policy to enhance board composition across various dimensions[96] - The company has a process in place to review the independence of independent non-executive directors at least annually, confirming their status through independent declarations[95] - The attendance record of directors at board meetings and committees shows full participation, indicating strong governance practices[85] - The company has mechanisms to seek external independent professional advice to ensure directors receive independent opinions[94] - The board has adopted a written policy for the nomination of new directors, ensuring a structured approach to board appointments[131] - The company is committed to maintaining effective risk management and internal control systems as part of its governance framework[119] Shareholder Relations - The company maintains communication with shareholders through annual and interim reports, as well as investor meetings, ensuring transparency in operations and financial performance[146] - The total number of shares held by Da Cheng Biochemical Group was 978,278,000, representing 64.04% of the total shareholding, with a market value of HKD 64.57 million[148] - The total number of shares held by the Hong Kong public was 549,308,000, accounting for 35.96% of the total shareholding, with a market value of HKD 36.25 million[148] - The board plans to distribute dividends of no less than 15% of the annual profit attributable to shareholders in the foreseeable future, subject to various factors[152] - The company has adopted a dividend policy aimed at providing stable and sustainable returns to shareholders[151] Employee and Workforce Management - The group employed approximately 890 full-time employees as of December 31, 2022, down from 930 in 2021, indicating a reduction of about 4.3% in workforce size[71] - Employee costs, including directors' remuneration, amounted to approximately HKD 91,484,000 for the year, a decrease of about 8.5% from HKD 99,728,000 in 2021[71] - The company is dedicated to maintaining competitive compensation and career development opportunities to retain talent[71] - The employee gender diversity structure shows 18% male and 82% female, indicating a significant gender imbalance[103] Risk Management - The company has established a "three lines of defense" risk management framework to manage operational risks effectively[160] - The board and senior management are responsible for overseeing the overall risk management procedures of the company[162] - The company aims to balance risk and return while identifying and managing significant risks at various levels[163] - The internal audit team has reviewed the efficiency of the company's risk management and internal control systems, finding them effective and sufficient[165]