Revenue and Profit Performance - Revenue from the goods and commodities trading segment increased by 25.7% to approximately HKD 569,500,000 in FY2023, compared to HKD 452,900,000 in FY2022/23[12] - The goods and commodities trading segment recorded a segment profit of approximately HKD 41,000,000 in FY2023, compared to a segment loss of HKD 122,500,000 in FY2022/23[12] - The group's other segments began generating revenue of approximately HKD 9,200,000 in FY2023, resulting in a segment profit of HKD 1,300,000[13] Financial Expenses and Taxes - Financial expenses decreased by 40.7% to approximately HKD 3,500,000 in FY2023, compared to HKD 5,900,000 in FY2022/23[4] - Income tax expenses decreased to approximately HKD 2,700,000 in FY2023, compared to HKD 3,000,000 in FY2022/23[16] Dividend and Reserves - The company did not recommend the payment of a final dividend for FY2023[18] - The company's share premium account as of March 31, 2023, was HKD 1,085,013,367, which can be distributed in the form of fully paid bonus shares[36] - The company has no distributable reserves as of March 31, 2023, under the Bermuda Companies Act 1981[36] Convertible Bonds - The company's outstanding principal amount of convertible bonds as of December 31, 2023, was HKD 500,000,000, with no redemptions made during the period[49] - The company's convertible bonds have an annual interest rate of 3%, payable on the anniversary of the issuance date[44] - The company's convertible bonds can be converted into 1,937,984,496 ordinary shares at a conversion price of HKD 0.258 per share, representing approximately 28.50% of the current issued share capital and 22.18% of the enlarged issued share capital[45] - The company's convertible bonds are transferable with prior written consent, except for transfers to wholly-owned subsidiaries of the bondholder[47] - The company's convertible bonds have a conversion period from the issuance date to October 30, 2024[73] - The company's convertible bonds have a conversion price of HKD 0.258 per share, which may be adjusted in the event of share consolidation or subdivision, capital distribution, or issuance of shares through capitalization of profits or reserves[76] Share Issuance and Holdings - On June 6, 2022, the company issued and allotted 351,762,000 new ordinary shares to Xinhua Great Wall Group Limited[85] - Luo Ga holds 351,762,000 shares, representing 5.17% of the total issued shares[83] - Gold Bricks Holdings Limited holds 351,762,000 shares, representing 5.17% of the total issued shares[83] - Yunnan Baiyao Group holds 1,908,025,360 shares, representing 28.06% of the total issued shares[83] - Yunbaiyao Hong Kong Limited holds 3,101,911,000 shares, representing 45.62% of the total issued shares[83] - Shanghai International Trust Co., Ltd. holds 1,937,984,496 shares, representing 28.50% of the total issued shares[83] - Gold Bricks Holdings Limited owns 99% of Xinhua Great Wall Group Limited, and Luo Ga wholly owns Gold Bricks Holdings Limited[85] Corporate Governance and Board Changes - The company has re-complied with the Listing Rules regarding the number of independent non-executive directors and committee members after appointing new directors[104] - The Board has approved and adopted a Board Diversity Policy to ensure sustainable and balanced development of the company[107] - Three new independent non-executive directors were appointed on November 21, 2023: Dr. Peng Huibing, Dr. Yu Changhai, and Mr. Huang Xianrong[111][122] - Three directors resigned on November 10, 2023: Mr. Jiang Zhi, Mr. Leung Ka Kui, and Ms. Wong Tsui Shan[111][122] - The company's auditor changed from Kuo Wei CPA Limited to Zhonghui Anda CPA Limited effective April 28, 2023[119] - Mr. Tang Ming, aged 49, joined the company with over 27 years of international business development experience, previously serving as Vice President at Huawei[123] - Mr. Huang Xianrong currently serves as non-executive director and co-chairman of China New Economy Investment Limited (HKEX: 80)[124] - Mr. Huang Xianrong was previously an executive director of Shared Group Limited (HKEX: 3344), which was ordered to be liquidated in November 2021 due to unpaid bonds totaling HK$3,843,876.38[125] - Dr. Yu Changhai serves as independent non-executive director of Sirnaomics Limited (HKEX: 02257) and founded Hong Kong Biotech Association in 2009[129][130] - Dr. Peng Huibing was appointed as independent non-executive director and member of audit, remuneration, and nomination committees effective November 21, 2023[131] - Independent Non-Executive Director Mr. Leung Ka Kui resigned on November 10, 2023, and Dr. Yu Changhai was appointed as Independent Non-Executive Director and Chairman of the Remuneration Committee on November 21, 2023[134][136] - The company has a total of 34 employees as of December 31, 2023, with a gender ratio of 50% male and 50% female[140] - The Board of Directors held a total of 7 meetings, with 3 Audit Committee meetings and 2 Shareholders' Annual/Special Meetings during the nine months ended December 31, 2023[146] - The Remuneration Committee reviewed and recommended the remuneration of executive directors and senior management for the nine months ended December 31, 2023, considering factors such as market benchmarks and performance-based pay[148] - The Chairman held one meeting with Independent Non-Executive Directors during the nine months ended December 31, 2023, without the presence of executive directors[146] - The company ensures timely and sufficient information is provided to directors for informed decision-making, with board materials distributed at least three days before meetings[141] - The company adheres to the Corporate Governance Code, with the Chairman responsible for setting the agenda and leading the Board in the best interests of the group[144] - The Remuneration Committee reviewed the remuneration policy for employees based on performance, qualifications, and capabilities[148] - The company received written confirmations from each Independent Non-Executive Director regarding their independence, in compliance with Listing Rules[145] - The Board recognizes the importance of employee diversity and has a balanced gender ratio in its workforce, including senior management[140] - The company has adopted a Board Diversity Policy to ensure sustainable and balanced development by inviting and selecting diverse talents to join the board[154] - The company is committed to gender diversity, with 50% male and 50% female employees, including senior management, as of December 31, 2023[178] - The Board held seven meetings during the fiscal year, with detailed records maintained by the company secretary for directors' review[167] - The company encourages directors to participate in continuous professional development to ensure informed contributions to the Board[168] - The company has established three committees: Audit Committee, Nomination Committee, and Remuneration Committee, each with specific terms of reference[169] - The Remuneration Committee ensures that no director or their associates determine their own remuneration[170] - The Nomination Committee evaluates and selects director candidates based on criteria such as time commitment and relevance to the company's business[180] - The Board has one female director, achieving gender diversity at the Board level as of December 31, 2023[178] - The company regularly reviews internal gender diversity records and aims to promote female employees to senior management or director positions[155] - The Board is responsible for overseeing the company's business, evaluating performance, and focusing on overall strategy and policy, particularly growth and financial performance[161] - The company has established an Audit Committee to review and discuss the interim and full-year financial results for the periods ending September 30, 2023, and December 31, 2023, respectively[185] - The company has adopted Hong Kong Financial Reporting Standards (HKFRS) and complies with the disclosure requirements of the Hong Kong Companies Ordinance[192] - The company has implemented a Nomination Policy to guide the selection, appointment, and re-appointment of directors, focusing on professional qualifications, knowledge, skills, and diversity[197] - The company has conducted an independent investigation into its business operations and outstanding loans, with findings and corrective actions reported in October 2023[189][190] - The company has a diversified candidate selection process based on gender, age, cultural background, race, education, professional experience, skills, and knowledge[195] - The company has reviewed and updated its risk management and internal control systems to ensure compliance with relevant laws and regulations[185][190] - The company has appointed new independent non-executive directors in November 2023, including Mr. Huang Xianrong, Dr. Yu Changhai, and Dr. Peng Huibing[187] - The company has disclosed the composition of its Board of Directors annually in the Corporate Governance Report[195] - The company has ensured that its accounting and financial reporting functions are adequately resourced and staffed with qualified personnel[185] - The company has reviewed and updated its nomination and diversity policies annually to ensure their effectiveness[199] Share Option Plan - The company's share option plan adopted on September 30, 2013, expired on September 29, 2023, with no shares available for issuance as of the annual report date[70] Contingent Liabilities and Cash Balances - The group has no significant contingent liabilities as of December 31, 2023[24] - The group's cash balances are primarily held in HKD, USD, and RMB, with no current foreign currency hedging policy in place[8] Framework Agreement with Yunnan Baiyao Group - The company has entered into a framework agreement with Yunnan Baiyao Group for product registration and promotion services, global supply chain integration services, and professional support services, as well as cooperation in product sales and distribution[78] Public Shareholding and Listing Compliance - The company's public shareholding has remained above the minimum percentage required by the Stock Exchange throughout the year[87] Auditor Change and Financial Statements - The company expects to address the basis for the qualified opinion on the 2023 financial statements, with Basis 1 and 2 to be removed in FY2024 and Basis 3 in FY2025[34] Net Proceeds Utilization - The company plans to fully utilize the net proceeds from the subscription and placement by December 31, 2025[7]
云白国际(00030) - 2024 - 年度财报