Store Network Expansion - Saint Anna Bakery's total number of stores in Hong Kong increased to 120 in 2023 from 115 in 2022, while in Macau, it increased to 14 from 12[1] - Mon cher cake shop in Hong Kong decreased to 6 stores in 2023 from 7 in 2022[1] - Zoff eyewear stores in Hong Kong increased to 15 in 2023 from 14 in 2022[1] - Total number of stores under Lianhua Retail increased to 176 in 2023 from 174 in 2022[1] - The group plans to expand Zoff store network and enhance brand awareness through marketing activities in 2024[37] - The company acquired Zoff Singapore in January 2024, which operates 5 stores in Singapore[115] - The company holds the franchise rights for Zoff in Hong Kong, Macau, and South China, operating 15 stores in Hong Kong[115] Financial Performance - Sales in the bread, pastry, candy, and biscuit categories (including Saint Anna and Mon cher) decreased by 2.9% in 2023[4] - Zoff eyewear sales showed healthy growth compared to 2022[4] - Group revenue increased by 1.7% to HKD 1,487,000,000 in 2023, with bakery business revenue rising by 1.5% to HKD 1,345,000,000[23] - Guangzhou bakery business revenue decreased by 10.7% due to weak economic sentiment in mainland China[23] - Zoff eyewear business revenue increased by 2.7% to HKD 142,000,000, driven by store network expansion[23] - Operating expenses as a percentage of revenue increased from 45.5% to 49.1%, primarily due to rising labor costs[24] - Basic earnings per share decreased by 14.9% from 8.7 HK cents to 7.4 HK cents[25] - Gross profit margin increased by 2.8 percentage points to 53.4%, benefiting from effective pricing strategies and improved production efficiency[39] - Core operating profit before lease liability interest expenses decreased by 12.9% to HKD 73,000,000[40] - Net profit decreased by 14.9% from HKD 68,000,000 to HKD 58,000,000[40] - The group's revenue grew from 647 million HKD in 2019 to 803 million HKD in 2023, with a CAGR of 5.5%[54] - The group's profit increased from 94 million HKD in 2019 to 129 million HKD in 2023, with a CAGR of 6.8%[54] - The company declared a final dividend of 4 HK cents per share[104] Strategic Initiatives and Investments - The company completed the acquisition of Zoff Singapore, expanding its presence into Southeast Asia[6] - The company plans to increase capital expenditure in Hong Kong and Shenzhen production facilities to enhance capacity and introduce new product lines[20] - The company will continue to invest in upgrading the "Saint Anna Cake Online" O2O app to provide more attractive offers to consumers[21] - The company aims to expand its B2B business in the Greater Bay Area, positioning itself as a solution provider for bakery business customers[8] - Group completed the acquisition of Zoff Singapore in January 2024, marking a strategic move into the Southeast Asian market[34] - The group's strategy includes innovation, extensive physical store networks, online shopping experiences, and investment in brand awareness and R&D[67] - The group aims to enhance operational efficiency through new equipment and technology, and synchronize supply chain management[67] - The company is exploring new sustainable business opportunities in Hong Kong, the Greater Bay Area, and Singapore as part of its long-term strategy[83] Corporate Governance and Board Activities - The company's board of directors consists of a non-executive chairman, one executive director, three independent non-executive directors, and four non-executive directors, ensuring diverse skills and perspectives[88] - The company's independent non-executive directors have confirmed their independence, and the company believes they remain independent as of December 31, 2023[91] - The company's board currently includes 3 female members, representing 33% of the board, aligning with its diversity policy[110] - Female employees, including senior management, accounted for 63% of the total workforce as of December 31, 2023[110] - The board aims to maintain a gender ratio of at least 20% female representation[97] - The board held 4 meetings in 2023 with an average attendance rate of 92%[116] - The board conducted an annual performance evaluation using a questionnaire to assess overall performance and effectiveness[113] - The board's nomination committee reviews board composition and considers factors such as skills, regional and industry experience, and background[97] - The average attendance rate for board meetings in 2023 was 92%, with specific committee attendance rates at 88%, 100%, 93%, and 100% respectively[122] - The audit committee held four meetings in 2023 with an average attendance rate of 88%, focusing on financial reporting, risk management, and internal controls[143] - The company's independent auditor, PwC, attended all audit committee meetings and held two independent meetings with committee members to discuss audit-related matters[134] - The audit committee approved fees paid or payable to PwC for the fiscal year ending December 31, 2023, and recommended reappointing PwC as the independent auditor for the fiscal year ending December 31, 2024[146] - The board's performance evaluation in 2023 indicated satisfactory operations of the board and its committees, with all committees fulfilling their duties as outlined in their terms of reference[130] - The company's whistleblowing policy allows employees, shareholders, and stakeholders to report misconduct, including financial reporting and internal control issues, confidentially and anonymously[128] - The board and its committees scheduled meetings in advance to promote high attendance rates, with notices sent at least 14 days before the meeting date[136] - The audit committee reviewed the independence, objectivity, and effectiveness of PwC's audit procedures and expressed satisfaction with their performance[146] - The company's corporate governance practices were strengthened based on recommendations from the board's performance evaluation and feedback from directors[130] - The audit committee includes members with appropriate professional qualifications and expertise in accounting or financial management, as required by the Hong Kong Stock Exchange listing rules[133] - The company's audit services cost HKD 1,354 thousand, while non-audit services (including agreed-upon procedures for interim financial information and tax services) cost HKD 674 thousand, totaling HKD 2,028 thousand[154] - The company has a policy to limit the hiring of current or former employees of the independent auditor for senior executive or financial positions within the group[153] - The company prohibits the independent auditor from providing certain specified non-audit services and requires prior approval from the audit committee for other non-audit services exceeding a certain fee limit[153] - The Remuneration Committee held three meetings in 2023 with a 100% attendance rate to review proposals for granting share options and the remuneration of senior management[159] - The company has adopted a Securities Trading Code to regulate securities transactions by directors and relevant employees, with no violations reported in 2023[168][173] Risk Management and Internal Controls - The company's risk management and internal control system is designed to manage risks and provide reasonable assurance against material misstatements, losses, or fraud[177] - The company's internal control framework aligns with the principles outlined in the Hong Kong Institute of Certified Public Accountants' "Internal Control and Risk Management Basic Framework"[178] - The company's governance structure includes a clear division of responsibilities and an appropriate authorization system, with risk identification, assessment, reporting, and mitigation measures in place[180] - The company's risk management and internal control systems are integrated into strategy formulation, business planning, investment decisions, and daily operations[190] - The company has established and implemented corporate policies and procedures covering major risks and control standards, which are regularly reviewed for effectiveness[186] - The company's financial risk management principles aim to minimize risks, including foreign exchange, credit, liquidity, and interest rate risks[192] - The company's reputation is built on ethical standards, with a Code of Conduct and Business Ethics that includes anti-bribery and anti-corruption guidelines[193] - The company's internal audit team independently reviews the risk management and internal control systems, ensuring they are effective, adequate, and properly followed[195] - The company's independent auditor, PwC, found no significant internal control weaknesses during the fiscal year ending December 31, 2023[196] - The company has procedures in place for handling and disclosing insider information, prohibiting securities trading based on insider knowledge[197] - The company's risk management and internal control systems, including accounting systems, are established, adequate, and effectively operating to provide reasonable assurance[200] - The company regularly reviews contingency and business continuity plans to ensure their effectiveness[191] - The company's governance department conducts annual reviews of risk management and internal control systems, reporting findings to the audit committee[199] Employee and Sustainability Initiatives - The group employed 3,209 employees as of December 31, 2023, with 49% based in Hong Kong and 51% in Guangzhou, Shenzhen, and Macau[69] - Employee benefits expenses for 2023 were 492 million HKD, compared to 446 million HKD in 2022[69] - The group provides competitive compensation plans, performance-based bonuses, and career advancement opportunities for employees[69] - The company has been awarded the "10-Year Plus Caring Company" and "Caring Company" labels by the Hong Kong Council of Social Service for its commitment to community, employees, and the environment[71] - The company focuses on sustainability through the "3R" approach (Reduce, Reuse, Recycle) and uses energy-efficient equipment and low-carbon fuels to reduce carbon emissions[71] - The company's factories in Hong Kong and Shenzhen are ISO 9001 certified, with the Shenzhen factory also holding HACCP food safety certification and CNAS accreditation for its microbiology lab[77] - The company emphasizes workplace satisfaction and employee engagement through initiatives like the "Heart-to-Heart" program, which includes career development, work-life balance, and community activities[76] Corporate Vision and Values - The company's core values include product quality, operational efficiency, customer experience, and a strong "Heart-to-Heart" culture, aiming to provide world-class products and services[82] - The company is committed to high standards of corporate governance, transparency, accountability, and independence to enhance shareholder value[80] - The company's vision is to become a leading premium retailer in Hong Kong, focusing on bakery and eyewear businesses, with expansion plans in the Greater Bay Area and Southeast Asia[82] - The group focuses on customer-centricity, innovation, efficient production, and maintaining a strong partnership with quality suppliers[67] - The board and management actively participate in developing new business models to ensure competitiveness and sustainable growth[67]
利亚零售(00831) - 2023 - 年度财报