德永佳集团(00321) - 2023 - 年度财报

Share Capital and Ownership - As of March 31, 2023, Poon Bun Chak holds 698,830,104 ordinary shares, representing 50.58% of the company's issued share capital[1] - The total issued share capital of the company is 1,381,696,104 shares as of March 31, 2023[1] - UBS Trustees (B.V.I.) Limited, as a trustee, holds 698,830,104 shares, also accounting for 50.58% of the issued share capital[7] - Pandanus Associates Inc. and Pandanus Partners L.P. each hold 138,224,000 shares, representing 10.00% of the issued share capital[7] - Fidelity Funds is a beneficial owner of 83,640,000 shares, which is 6.05% of the issued share capital[7] - Brown Brothers Harriman & Co. acts as an approved lending agent with 84,469,283 shares, representing 6.11% of the issued share capital[7] - At least 25% of the Company's total issued share capital was held by the public as of the date of the report[23] - As of the report date, the public holds at least 25% of the total issued share capital of the Company[31] Corporate Governance - The Company is committed to maintaining compliance with the Corporate Governance Code[29] - The independent auditor, Ernst & Young, will be proposed for re-appointment at the upcoming annual general meeting[24] - The Board consists of six members, including three executive directors and three independent non-executive directors[40] - The Company has complied with all provisions of the Corporate Governance Code throughout the financial year, except for the chairman's attendance at the annual general meeting[35] - The independent non-executive directors represent more than one third of the Board, complying with Listing Rules[51] - The roles of the Executive Chairman and Chief Executive Officer are segregated, with Mr. Poon Bun Chak as Executive Chairman and Mr. Ting Kit Chung as CEO[50] - The Company has a mechanism for independent views to the Board, with meetings held annually between the Executive Chairman and independent non-executive directors[52] - The Company has established three Board Committees to oversee various aspects of governance, including audit, remuneration, and nominations[80] - The Audit Committee is chaired by an independent non-executive director with professional accounting qualifications[80] - The Nomination Committee is responsible for assessing the independence of independent non-executive directors[96] - The Company ensures that no director is involved in determining their own remuneration, maintaining governance integrity[90] - The corporate governance functions of the Board are outlined in the terms of reference available on the Company's website[100] Financial Performance - Revenue for the year ended March 31, 2023, was HK$6,058,755,000, a decrease of 24.7$8,043,172,000 in 2022[186] - Profit for the year was HK$63,101,000, down 66.2$186,709,000 in the previous year[186] - Total assets as of March 31, 2023, were HK$6,946,622,000, a decrease of 22.6$8,977,748,000 in 2022[188] - Total liabilities decreased to HK$1,931,059,000 from HK$3,542,229,000, representing a reduction of 45.5%[188] - The company plans to distribute an interim dividend of HK$0.10 per share and has proposed a final dividend of HK$0.10 per share[180] - The company has not made any movements in share capital during the year[190] - The company's reserves available for distribution amounted to HK$1,550,063,000 as of March 31, 2023[190] Environmental and Social Responsibility - The Group has established environmental management and energy management systems in accordance with international standards ISO 14001:2015 and ISO 50001:2018[193] - For the year ended March 31, 2023, the Group complied with applicable environmental protection laws regarding wastewater, greenhouse gas emissions, and solid waste from textile manufacturing operations[195] - Relevant details of the Group's environmental policies and performance will be reported in the Environmental, Social and Governance Report, available on the Company's and the Stock Exchange's websites[196] - The Group ensures full compliance with laws and regulations that significantly impact its operations, including environmental protection and product safety[197] - The management will monitor changes in relevant laws and regulations and seek external advice if necessary[198] Board and Committee Activities - The company held one annual general meeting and four regular board meetings during the year ended March 31, 2023[72] - Directors participated extensively in board discussions, with high attendance rates at meetings during the 2022/2023 fiscal year[71] - The audit committee is composed of three independent non-executive directors, chaired by a qualified accounting professional[78] - The Audit Committee held six meetings during the year ended 31 March 2023 to review risk management, internal control, financial reporting, and connected transactions[81] - The Remuneration Committee conducted three meetings during the year to recommend terms for executive directors' contracts and performance bonuses[85] - The Nomination Committee held one meeting to review the structure and composition of the Board, ensuring a balance of expertise and skills[96] - The attendance record for the Audit Committee shows full attendance by its members, indicating strong engagement[84] Shareholder Engagement - The Company has adopted a Shareholder Communication Policy to ensure quality information is provided to shareholders and stakeholders[139] - The AGM procedures are regularly reviewed to align with best corporate governance practices, with resolutions put to vote by way of a poll[139] - Shareholders representing at least 5$1,519,889,000, consisting of textile and apparel products[149] - The Group's financial statements have been prepared in compliance with Hong Kong Financial Reporting Standards and reflect a true and fair view of its financial position as of March 31, 2023[145] - The Group's management must exercise judgment in estimating inventory provisions due to changing consumer demands and market trends[149] - The carrying amount of trade receivables before impairment loss allowance was HK$589,079,000, with an impairment loss allowance of HK$26,707,000 as of March 31, 2023[171] - The Group recorded an impairment of approximately HK$6,013,000 for right-of-use assets and HK$339,000 for property, plant, and equipment for the year ended March 31, 2023[171] - Management's provision matrix for expected credit losses (ECLs) for trade receivables was based on historical default rates and adjusted for forward-looking information[164] - The evaluation of impairment provisions is subjective and relies on estimates, particularly cash flow forecasts from loss-making retail shops[171] - The Group's inventory provision policy was assessed based on management's estimations regarding obsolescence percentages influenced by market trends[158] - Management's significant assumptions in impairment assessments were evaluated against market discount rates and growth rates[172] - The Group's disclosures regarding significant accounting judgments and estimates are included in notes 3, 6, 20, and 21 of the consolidated financial statements[166] - The assessment of recoverability of trade receivables involved testing historical cash collection trends and subsequent settlements[171] Diversity and Inclusion - As of March 31, 2023, approximately 43.6% of the workforce in Hong Kong, including textile and garment manufacturing, is female[127] - The Company emphasizes board diversity, considering factors such as gender, age, cultural background, and professional experience in its appointments[127] - The Nomination Committee selects candidates based on objective criteria, including skills, knowledge, and the benefit of diversity[129] - The board aims to enhance gender diversity by appointing at least one female member by 2024[62] - The Company will continue to review its Board Diversity Policy to enhance gender diversity in future director candidates[127] - The Nomination Committee monitors the implementation of the nomination policy and recommends revisions to the Board as necessary[129] - The Company maintains a balance of gender diversity in its workforce according to its business models and operational needs[127] Connected Transactions - Ernst & Young were engaged to report on the Group's continuing connected transactions and issued an unqualified letter regarding their findings[12] - The continuing connected transactions were confirmed to be conducted in the ordinary course of business and on normal commercial terms[12] - The Group's continuing connected transactions were reviewed by independent non-executive directors to ensure fairness and reasonableness[12] - The Group signed a lease agreement for a retail outlet in Tianjin, China, with a monthly rent of RMB 930,930 for a term from April 1, 2022, to March 31, 2024[14] - The Group also signed a lease for a director's quarter in Hong Kong at a monthly rent of HK$400,000 for the same term[15] - A training center was leased from a connected person at a monthly rent of HK$ 69,280, also for the term from April 1, 2022, to March 31, 2024[22] - The Group signed a lease agreement with a related party for a training center, with a monthly rent of HKD 69,280 for a period from April 1, 2022, to March 31, 2024[30]