易生活控股(00223) - 2023 - 年度财报

Board Diversity and Governance - The Board has adopted a "board diversity policy" to ensure a range of diversity perspectives in the selection of Board candidates, including gender, age, race, and professional experience[10]. - The Nomination Committee confirmed that the existing Board structure is appropriate and no changes are required after assessing the Directors' skills and experience[10]. - The Nomination Committee reviews the Board Diversity Policy annually to ensure its relevance and effectiveness[11]. - Independent non-executive directors' remuneration does not include performance-related equity compensation to maintain objectivity and independence[2]. - The Nomination Committee evaluates candidates based on character, qualifications, and potential contributions to the Board[4]. - Shareholders must approve the remuneration levels for independent non-executive directors[2]. - The Board considers recommendations from the Nomination Committee regarding the appointment and re-appointment of Directors[7]. - The process for appointing Directors includes assessing independence and suitability according to the Board Diversity Policy[7]. - The Board confirms appointments or recommends candidates for election at the annual general meeting[7]. - Shareholders approve the election and re-election of Directors at the annual general meeting[7]. Risk Management and Internal Controls - The Group has established a risk management system that includes risk identification, evaluation, and management phases[21]. - No significant risk was identified based on risk assessments conducted for the year ended 31 March 2023[21]. - The Group has implemented risk mitigation strategies, including the use of insurance to transfer financial impacts of risks on directors and senior management[21]. - Proper controls are in place for accurate and timely financial reporting, ensuring compliance with accounting principles and applicable laws[17]. - The Group's internal control systems are designed to provide reasonable assurance against material misstatement or loss[12]. - The Board is responsible for maintaining sound and effective internal control systems to safeguard assets and ensure compliance with regulations[12]. - The Group's organisational structure includes defined management authority and regular reviews to ensure effectiveness[15]. - The Group's compliance with Principle D.2 of the CG Code was established by implementing effective risk management and internal control systems[21]. - The Board oversees management in performing their duties regarding risk management and internal controls on an ongoing basis[21]. - The Company has established an internal control system aligned with the COSO 2013 framework to ensure operational effectiveness, reliable financial reporting, and compliance with laws[24]. - The internal audit function is independent and evaluates risk management and internal control systems through interviews and tests of operating effectiveness[27]. - The Board concluded that the risk management and internal control systems were effective and adequate for the year ended March 31, 2023, providing reasonable assurance against material misstatement[30]. Financial Performance - The Group reported a turnover of HK$238,840,000 for the year ended March 31, 2023, an increase of 56.5$152,600,000 in 2022[79]. - The gross profit decreased to HK$1,867,000, down 76.2$7,849,000 in the previous year[79]. - The loss from operating activities was HK$22,941,000, an improvement from a loss of HK$42,426,000 in 2022[79]. - The total comprehensive loss for the year was HK$29,373,000, compared to HK$47,383,000 in the prior year, indicating a reduction in losses[79]. - The loss attributable to owners of the Company from continuing operations was HK$21,673,000, down from HK$38,025,000 in 2022[84]. - The Company does not recommend the payment of a final dividend for the year, consistent with the previous year where no dividend was paid[75]. - The Group's finance costs for the year were HK$2,262,000, a slight decrease from HK$2,489,000 in 2022[79]. - The loss per share from continuing operations was 3.0 cents, compared to 5.9 cents in the previous year, reflecting an improvement in performance[90]. Shareholder Communication and Transparency - The Board's review of the effectiveness of the shareholders' communication policy was found to be sound and adequate, with multiple channels for shareholders to express their views[40]. - The Company maintains a website for corporate correspondence, enhancing communication with shareholders[39]. - The Company maintains a high degree of transparency to ensure shareholders and potential investors receive accurate and timely information through various regulatory publications[43]. - The results of voting by poll at general meetings will be published on the websites of the Stock Exchange and the Company[45]. - The Company is committed to providing comprehensive information through various channels, including press releases and shareholder meetings[47]. Business Expansion and Strategy - The Group's business activities include commodities trading and expansion into consumer products such as health food and supplements in the PRC[68]. - The Group is expanding its business into the consumer products market, including health food and supplements, aligning with its mission of delivering "an easier life, greater health and better livelihood"[104]. - Aishang e-buy is developing new product lines such as ladies handbags and casual shoes[107]. - The Group's licensed branded watches business has initiated collaborations with national television networks for marketing[109]. - The strategic cooperation with Guangzhou Htrip aims to leverage resources for brand digitization and supply chain improvements in the cultural and business travel industry[148]. - The Group anticipates further collaboration with television networks and online platforms as China's economy recovers post-pandemic[141]. Connected Transactions and Loans - The principal amount of the loan from Sino Talent to Graceful Ocean is HK$18 million, with an interest rate of 13$21,936,000[187]. - The loan agreement has undergone multiple amendments, with the final repayment date extended to December 31, 2023[187]. - The loan from Sino Talent exceeds 8% of the assets ratio, thus classified as an advance to an entity under the Listing Rules[189]. - The loan agreement and related transactions are conducted on normal commercial terms and are not secured by the assets of the Group[187]. - The auditor provided an unqualified opinion on the continuing connected transactions, confirming compliance with the company's pricing policy and regulatory agreements[200]. - The company aims to maintain fairness and reasonableness in its procurement processes as outlined in the 2023 Procurement Framework Agreement[198]. Director Remuneration and Interests - Executive Directors' total remuneration for the year amounted to HK$6,915,000, with Mr. Zhang Xiaobin receiving HK$3,600,000 as basic salary[125]. - The total remuneration for Independent Non-Executive Directors was HK$480,000 for the year[125]. - The total contributions to the Mandatory Provident Fund (MPF) were HK$36,000[127]. - The Company has confirmed that all Independent Non-Executive Directors meet the independence criteria as per the Listing Rules[121]. - The Directors' service agreements have an initial term of three years, with provisions for termination by either party with three months' notice[121]. - There were no significant changes in the directors' interests in shares or debentures as of the reporting date[133].