AV CONCEPT HOLD(00595) - 2024 - 年度业绩

Financial Highlights The group experienced significant revenue growth and increased profit attributable to owners, alongside an expansion in total assets and equity, despite a slight decrease in liquidity Key Income Statement Highlights For the year ended March 31, 2024, the group achieved significant revenue growth, primarily driven by semiconductor distribution, with a substantial increase in profit attributable to owners | Indicator | 2024 (HK$ Million) | 2023 (HK$ Million) | YoY Growth Rate | | :--- | :--- | :--- | :--- | | Total Revenue | 984.3 | 660.0 | 49.14% | | Semiconductor Distribution Revenue | 937.3 | 634.3 | 47.76% | | Consumer Products and Product Sourcing Business Revenue | 46.7 | 24.7 | 89.07% | | Venture Capital Business Revenue/(Loss) | (5.7) | (13.9) | Loss narrowed | | Other Revenue | 0.3 | 1.0 | -70.00% | | Profit for the Year Attributable to Owners of the Company | 109.2 | 40.7 | 168.31% | Key Balance Sheet Highlights As of March 31, 2024, total assets and total equity increased, but liquidity ratios slightly decreased, and the total debt-to-equity ratio rose | Indicator | 2024 (HK$ Million) | 2023 (HK$ Million) | YoY Change | | :--- | :--- | :--- | :--- | | Total Assets | 1,872.1 | 1,753.6 | 6.76% | | Total Equity | 1,709.5 | 1,613.3 | 5.96% | | Borrowings and Lease Liabilities | 36.2 | 20.1 | 79.90% | | Cash and Cash Equivalents | 76.3 | 121.4 | -37.15% | | Total Debt to Equity Ratio | 2.1% | 1.2% | Increased by 0.9 percentage points | | Current Assets to Current Liabilities Ratio | 150.8% | 164.3% | Decreased by 13.5 percentage points | | Total Equity Per Share (HK$) | 1.88 | 1.78 | 5.62% | Consolidated Financial Statements The consolidated financial statements present the group's financial performance and position, showing significant revenue growth and increased profitability Consolidated Statement of Profit or Loss For the year ended March 31, 2024, group revenue surged by 49.14% to HK$984,294 thousand, with significant gross profit growth and profit attributable to owners reaching HK$109,163 thousand | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 984,294 | 660,008 | 49.14% | | Cost of sales | (947,965) | (655,725) | 44.57% | | Gross profit | 36,329 | 4,283 | 748.22% | | Other income and gains | 12,604 | 31,305 | -59.74% | | Change in fair value of investment properties | (10,825) | (13,056) | 17.10% | | Selling and distribution expenses | (25,382) | (16,579) | 53.10% | | Administrative expenses | (61,432) | (58,652) | 4.74% | | Impairment of financial assets, net | (18,234) | (10,421) | 74.97% | | Fair value loss on financial assets at fair value through profit or loss, net | (5,831) | (14,120) | 58.71% | | Finance costs | (3,038) | (461) | 559.00% | | Share of profit of joint ventures | 187,383 | 123,783 | 51.38% | | Profit before tax | 110,281 | 40,841 | 170.03% | | Income tax | (1,118) | (123) | 809.00% | | Profit for the year attributable to owners of the Company | 109,163 | 40,718 | 168.08% | | Basic earnings per share (HK cents) | 12.01 | 4.48 | 168.08% | Consolidated Statement of Comprehensive Income For the year ended March 31, 2024, the group's profit for the year was HK$109,163 thousand, with other comprehensive loss from foreign currency translation differences, resulting in total comprehensive income attributable to owners of HK$105,258 thousand | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Profit for the year | 109,163 | 40,718 | | Other comprehensive loss that may be reclassified to profit or loss in subsequent periods: Exchange differences arising on translation of foreign operations | (3,905) | (3,986) | | Total comprehensive income for the year attributable to owners of the Company | 105,258 | 36,732 | Consolidated Statement of Financial Position As of March 31, 2024, total non-current assets increased to HK$1,647,836 thousand, total current assets rose to HK$224,279 thousand, and total equity reached HK$1,709,507 thousand, indicating expanded asset scale and increased shareholder equity | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Total non-current assets | 1,647,836 | 1,547,038 | | Investments in joint ventures | 1,451,801 | 1,355,041 | | Total current assets | 224,279 | 206,551 | | Inventories | 89,645 | 15,856 | | Trade receivables | 27,735 | 9,116 | | Cash and cash equivalents | 76,345 | 121,371 | | Total current liabilities | 148,713 | 125,701 | | Trade payables, deposits received and accrued expenses | 57,586 | 22,854 | | Interest-bearing bank borrowings | 36,111 | 19,618 | | Total non-current liabilities | 13,895 | 14,552 | | Total equity | 1,709,507 | 1,613,336 | Notes to the Consolidated Financial Statements These notes provide detailed information on the accounting policies, changes, segment information, and specific financial statement items, crucial for understanding the group's financial reporting Basis of Preparation The consolidated financial statements are prepared in accordance with HKFRSs and the Hong Kong Companies Ordinance, using the historical cost convention and presented in HKD - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, Hong Kong Generally Accepted Accounting Principles, and the Hong Kong Companies Ordinance, primarily using the historical cost convention, with some financial assets and investment properties measured at fair value[166] - The group considers all relevant facts and circumstances, including contractual arrangements, rights, and voting rights, when assessing control over investees[11][167] Changes in Accounting Policies and Disclosures This year saw the initial adoption of new and revised HKFRSs, including HKFRS 17 and amendments to HKAS 1 and 12, primarily affecting deferred tax recognition and accounting policy disclosure - Initial adoption of HKFRS 17, HKAS 1, and HKAS 12 (Amendments), with HKAS 1 (Amendments) requiring disclosure of material accounting policy information[12][25][169] - HKAS 12 (Amendments) narrowed the scope of initial recognition exemption, requiring deferred tax recognition for temporary differences arising from single transactions like leases and decommissioning obligations, but without significant impact on the overall deferred tax balance presented in the consolidated statement of financial position[13][26][45] - HKAS 8 (Amendments) clarified the distinction between changes in accounting estimates and changes in accounting policies, with no impact on the group's consolidated financial statements[170] Operating Segment Information The group operates four reportable segments: semiconductor distribution, consumer products and product sourcing, venture capital, and others, with management assessing performance and allocating resources based on segment results - The group's operating segments include semiconductor distribution, consumer products and product sourcing, venture capital, and other segments such as internet social media business[15][28][47][172] Segment Revenue and Results (HK$ Thousand) | Indicator | Semiconductor Distribution (2024/2023) | Consumer Products and Product Sourcing (2024/2023) | Venture Capital (2024/2023) | Others (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | :--- | | Segment Revenue | 937,283 / 634,273 | 46,685 / 24,686 | – / – | 326 / 1,049 | 984,294 / 660,008 | | Segment Results | 8,768 / (24,236) | (27,594) / (10,257) | (11,373) / (19,055) | (1,068) / (1,991) | (31,267) / (55,539) | Segment Assets and Liabilities (HK$ Thousand) | Indicator | Semiconductor Distribution (2024/2023) | Consumer Products and Product Sourcing (2024/2023) | Venture Capital (2024/2023) | Others (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | :--- | | Segment Assets | 626,216 / 551,553 | 13,294 / 77,971 | 5,632 / 12,787 | 2,554 / 2,704 | 647,696 / 645,015 | | Segment Liabilities | 82,781 / 33,516 | 255,943 / 269,454 | 130,324 / 185,782 | 83,548 / 79,764 | 552,596 / 568,516 | Other Segment Information (HK$ Thousand) | Indicator | Semiconductor Distribution (2024/2023) | Consumer Products and Product Sourcing (2024/2023) | Venture Capital (2024/2023) | Others (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 525 / 1,057 | – / 2 | 152 / 134 | – / 249 | 677 / 1,442 | | Depreciation of right-of-use assets | 968 / 1,032 | – / – | 229 / 520 | – / – | 1,197 / 1,552 | | Impairment of trade receivables, net | – / – | 6,415 / (513) | – / – | – / – | 6,415 / (513) | | Capital expenditure | 184 / 9,550 | – / 15 | 554 / – | – / – | 738 / 9,565 | Geographical Revenue and Non-current Assets (HK$ Thousand) | Indicator | Hong Kong (2024/2023) | Singapore (2024/2023) | Mainland China (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | | Revenue from external customers | 48,869 / 25,894 | 935,425 / 634,114 | – / – | 984,294 / 660,008 | | Non-current assets | 1,484,483 / 1,390,476 | 54,722 / 38,431 | 79,109 / 89,140 | 1,618,314 / 1,518,047 | Revenue, Other Income and Gains For the year ended March 31, 2024, group revenue from contracts with customers increased to HK$984,294 thousand, primarily from semiconductor distribution, while other income and gains decreased due to lower gains from property, plant, and equipment sales Revenue from Contracts with Customers (HK$ Thousand) | Business | 2024 | 2023 | | :--- | :--- | :--- | | Semiconductor distribution | 937,283 | 634,273 | | Consumer product sales and product sourcing business | 46,685 | 24,686 | | Others | 326 | 1,049 | | Total | 984,294 | 660,008 | Other Income and Gains (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Bank interest income | 1,977 | 596 | | Interest income from a loan to an associate | 444 | 658 | | Interest income from other receivables | 1,670 | 1,120 | | Gain on disposal of property, plant and equipment | 250 | 21,807 | | Rental income | 5,552 | 4,537 | | Government grants | – | 792 | | Exchange differences, net | 1,189 | 762 | | Total | 12,604 | 31,305 | Profit Before Tax For the year ended March 31, 2024, the group's profit before tax significantly increased to HK$110,281 thousand, achieved after deducting financial asset impairment and finance costs, and benefiting from substantial contributions from joint ventures Adjustments to Profit Before Tax (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Cost of sales | 948,328 | 656,347 | | Reversal of impairment provision for inventories | (367) | (915) | | Depreciation of property, plant and equipment | 677 | 1,442 | | Depreciation of right-of-use assets | 1,197 | 1,552 | | Impairment of other receivables | 11,819 | 10,934 | | Impairment/(reversal of impairment) of trade receivables, net | 6,415 | (513) | | Impairment of other intangible assets | 430 | – | | Fees related to financial guarantees utilized by joint ventures | 121,204 | 95,445 | | Gain on derecognition of financial guarantee liabilities | (121,204) | (95,445) | | Fair value loss on financial assets at fair value through profit or loss, net | 5,831 | 14,120 | | Gain on disposal of property, plant and equipment | (250) | (21,807) | | Other expenses, net | 1,293 | 931 | Finance Costs For the year ended March 31, 2024, total group finance costs significantly increased to HK$3,038 thousand, primarily due to a substantial rise in interest on bank borrowings Analysis of Finance Costs (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Interest on bank borrowings | 3,018 | 418 | | Interest on lease liabilities | 20 | 43 | | Total | 3,038 | 461 | Income Tax For the year ended March 31, 2024, total group income tax expense significantly increased to HK$1,118 thousand, mainly from current tax expenses in other jurisdictions Income Tax Expense (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Current – expense for the year in other jurisdictions | 1,650 | 292 | | Deferred | (532) | (169) | | Total tax expense for the year | 1,118 | 123 | - The group did not generate any assessable profits in Hong Kong during the year, thus no provision for Hong Kong Profits Tax was made[41] Dividends The Board recommends a final dividend of HK$0.02 per share for the year ended March 31, 2024, an increase from the previous year, subject to shareholder approval Dividends Recognized as Distribution During the Year (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | 2024 interim dividend (HK$0 per share) | – | 9,087 | | 2023 final dividend (HK$0.01 per share) | 9,087 | 36,347 | | Total | 9,087 | 45,434 | - The Board recommends a final dividend of HK$0.02 per share for the year ended March 31, 2024 (2023: HK$0.01 per share), subject to shareholder approval[64][154] Earnings Per Share Attributable to Owners of the Company For the year ended March 31, 2024, basic and diluted earnings per share attributable to owners of the Company significantly increased to 12.01 HK cents, primarily due to a substantial rise in profit for the year Earnings Per Share Calculation Data (HK$ Thousand/Number of Shares) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Profit attributable to owners of the Company for the purpose of calculating basic and diluted earnings per share | 109,163 | 40,718 | | Number of ordinary shares in issue during the year for the purpose of calculating basic and diluted earnings per share | 908,663,302 | 908,663,302 | | Basic and diluted earnings per share (HK cents) | 12.01 | 4.48 | - No adjustment was made to the basic earnings per share amount as the share options issued by a subsidiary had an anti-dilutive effect on the earnings per share amount[89] Financial Assets at Fair Value Through Profit or Loss As of March 31, 2024, total financial assets at fair value through profit or loss decreased to HK$31,632 thousand, mainly due to reductions in OTC equity and listed bond investments Financial Assets at Fair Value Through Profit or Loss (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Listed equity investments | 1,461 | 1,562 | | Listed bond investments | 138 | 981 | | Over-the-counter equity investments | 1,672 | 8,890 | | Unlisted equity investments | 1,235 | 513 | | Key management personnel insurance contracts | 27,126 | 26,277 | | Total | 31,632 | 38,223 | | Classified as current assets | 4,506 | 11,946 | | Classified as non-current assets | 27,126 | 26,277 | - Listed equity investments, listed bond investments, and over-the-counter equity investments are classified as financial assets at fair value through profit or loss because they are held for trading[67] - Key management personnel insurance contracts are mandatorily classified as financial assets at fair value through profit or loss because the contractual cash flows are not solely payments of principal and interest[91] - Some key management personnel insurance contracts are pledged to obtain bank financing, with a total insured amount of US$15.8 million and a minimum guaranteed annual return rate of 2%[93] Trade Receivables As of March 31, 2024, total trade receivables significantly increased to HK$27,735 thousand, with the group maintaining strict credit control and no significant credit risk concentration, despite an increase in impairment loss provisions Ageing Analysis of Trade Receivables (HK$ Thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | Within 1 month | 22,402 | 8,407 | | 1 to 2 months | 779 | 318 | | 2 to 3 months | 89 | 5 | | 3 to 12 months | 3,673 | 213 | | Over 12 months | 792 | 173 | | Total | 27,735 | 9,116 | Movement in Provision for Impairment Loss of Trade Receivables (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Beginning of year | 37,505 | 44,604 | | Impairment/(reversal of impairment) loss, net | 6,415 | (513) | | Written off | – | (6,586) | | End of year | 43,920 | 37,505 | - The group's trading terms with customers typically require payment within 30 to 45 days from invoice date, with extended terms of over 60 days for long-term customers[72] - Trade receivables include amounts due from an associate of HK$9,549 thousand (2023: nil)[96] Trade Payables, Deposits Received and Accrued Expenses As of March 31, 2024, total trade payables, deposits received, and accrued expenses significantly increased to HK$57,586 thousand, primarily due to a substantial rise in trade payables Trade Payables, Deposits Received and Accrued Expenses (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Trade payables | 39,507 | 5,708 | | Deposits received | 2,151 | 1,260 | | Accrued expenses | 15,928 | 15,886 | | Total | 57,586 | 22,854 | Ageing Analysis of Trade Payables (HK$ Thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | Current | 38,709 | 3,780 | | 1 to 30 days | 304 | 39 | | 31 to 60 days | 19 | – | | Over 60 days | 475 | 1,887 | | Total | 39,507 | 5,708 | - Trade payables are non-interest bearing and generally settled within 30 to 90 days[111] Business Review and Outlook This section provides an overview of the group's operational performance, key financial highlights, and strategic outlook, emphasizing growth drivers and market trends Financial Highlights For the year ended March 31, 2024, total group revenue grew by 51.5% to HK$978.6 million, with profit before interest, tax, depreciation, amortization, and non-cash items significantly increasing to HK$137.5 million Revenue by Segment (HK$ Million) | Segment | 2024 | 2023 | | :--- | :--- | :--- | | Semiconductor distribution | 937.3 | 634.3 | | Consumer products and product sourcing business | 46.7 | 24.7 | | Venture capital | (5.7) | (13.9) | | Others | 0.3 | 1.0 | | Total | 978.6 | 646.1 | Profit/(Loss) Before Interest, Tax, Depreciation, Amortization and Non-cash Items (HK$ Million) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Corporate expenses | (29.6) | (26.9) | | Venture capital | (11.2) | (18.9) | | Semiconductor distribution | 200.5 | 102.8 | | Consumer products and product sourcing business: Selling and distribution expenses | (19.7) | (10.6) | | Operating loss | (1.5) | (4.5) | | Others | (21.2) | (15.1) | | Total | 137.5 | 39.9 | Total Depreciation and Amortization (HK$ Million) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Corporate | – | (0.2) | | Venture capital | (0.4) | (0.7) | | Semiconductor distribution | (1.5) | (2.1) | | Total | (1.9) | (3.0) | Profit Before Tax and Profit for the Year Attributable to Owners of the Company (HK$ Million) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Profit before interest and tax | 111.3 | 40.7 | | Interest expense | (3.0) | (0.5) | | Bank interest income | 2.0 | 0.6 | | Profit before tax | 110.3 | 40.8 | | Income tax | (1.1) | (0.1) | | Profit for the year attributable to owners of the Company | 109.2 | 40.7 | Business Review The group actively navigated challenges, achieving 51.5% revenue growth, primarily driven by strong semiconductor distribution performance, significant growth in consumer products, and narrowed venture capital losses - The global economy achieved stable and moderate growth, with global GDP growth projected to remain at 3.1% in 2024 and slightly increase to 3.2% in 2025[101] - Global smartphone shipments grew by 7.8% in the first quarter, marking the third consecutive quarter of growth and reflecting a strong recovery trend in the smartphone industry[78] Semiconductor Distribution Business The semiconductor distribution business recorded HK$937.3 million in revenue, primarily from a Singaporean subsidiary focusing on server memory chips in Southeast Asia, benefiting from improving industry conditions and AI server demand - Semiconductor distribution business revenue reached HK$937.3 million, primarily from a Singaporean subsidiary focusing on Southeast Asian countries such as India, Malaysia, and Vietnam[77][103] - The semiconductor industry has shown a positive upward trend in product prices since Q4 2023, with increases in both gross profit and production volume[79] - The group's Singaporean subsidiary, responsible for Asia Pacific operations, focuses on server memory chips and is expected to significantly benefit from the continuous growth in demand for AI server functionalities[79] - Joint venture Tongyi Limited and its subsidiaries recorded revenue of HK$24,098 million, primarily engaged in Samsung Electronics distribution, with shared profit increasing due to growing demand in the Chinese mobile phone market[116] Consumer Products and Product Sourcing Business The consumer products and product sourcing business generated HK$46.7 million in revenue, led by First Asia Technology (International) Limited, focusing on Indonesia and Hong Kong markets with increased e-commerce investment and marketing costs - Consumer products and product sourcing business revenue reached HK$46.7 million, primarily managed by First Asia Technology (International) Limited, which distributes various electronic products[77][80][117] - The business focuses on the Indonesian and Hong Kong markets, with key brands Nakamichi and SOUL, and increased investment in Indonesian e-commerce, leading to higher marketing costs[117] - The Indonesian e-commerce market is growing rapidly, projected to maintain a 21.1% CAGR between 2024 and 2028, driven by increased internet and smartphone penetration and rising disposable income of the middle class[118][81] Internet Social Media Business The internet social media business generated HK$300 thousand in revenue, managed by 830 Lab Limited, offering web design, development, and online content creation services to help clients promote brands and businesses online - Internet social media business revenue was HK$300 thousand, managed by 830 Lab Limited, providing web design, development, and online content creation services[77][119] - The group focuses on developing its internet social media business, leveraging extensive brand resources and operational strategy experience to actively respond to market changes and seize new trends[106] Venture Capital Business The venture capital business recorded a loss of HK$5.7 million, a reduction from the previous year, primarily due to fair value losses on financial assets at fair value through profit or loss - The venture capital business recorded a loss of HK$5.7 million, a reduction from the previous year's loss of HK$13.9 million[77][106] - The loss was primarily due to a net fair value loss of HK$5.8 million on financial assets at fair value through profit or loss[106] - As of March 31, 2024, the group held listed and unlisted equity investments, listed bond investments, over-the-counter equity investments, and key management personnel insurance contracts with a fair value of HK$31.6 million[106] - Key strategic investments include South Korean mobile game developer Tooniplay Co., Ltd. and Vietnamese e-commerce company Urban City Joint Stock Company[107] Outlook The group maintains a cautiously optimistic outlook on the global economy, anticipating a strong rebound in the semiconductor industry driven by AI applications, while focusing on core business expansion and risk management - The global economic outlook remains cautiously optimistic, with global GDP growth projected at approximately 3.1% in 2024 and a slight increase to 3.2% in 2025[123] - The semiconductor industry is expected to rebound in 2024, with the global semiconductor market growing by 16% due to the PC market and technological advancements, especially for AI applications[109][124] - The Indonesian e-commerce industry continues to thrive, with government measures to improve internet access and digital literacy being crucial for market growth[110][125] - The group will continue to focus on its core semiconductor distribution business, closely monitor industry trends, and seek to strengthen and expand its business scope to address future uncertainties[125] Liquidity and Financial Resources As of March 31, 2024, the group reported HK$76.3 million in cash and cash equivalents, with a net current asset position of HK$75.6 million, a debt-to-equity ratio of 2.1%, and a current ratio of 151% Liquidity and Financial Resources Status (HK$ Million) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | 76.3 | 121.4 | | Financial assets at fair value through profit or loss (included in current assets) | 4.5 | 11.9 | | Total | 80.8 | 133.3 | | Borrowings and lease liabilities | 36.2 | 20.1 | | Total equity | 1,709.5 | 1,613.3 | | Total debt to equity ratio | 2.1% | 1.2% | | Net current assets | 75.6 | 80.9 | | Current assets to current liabilities ratio | 151% | 164% | - The group holds approximately HK$31.6 million in financial assets at fair value through profit or loss, serving as cash reserves for medium to long-term business development[131] - Management believes the group adheres to prudent policies in managing its treasury levels and maintains high liquidity to ensure it can seize business growth opportunities at any time[131] Other Information This section covers various corporate governance aspects, including asset pledges, director service contracts, employee information, and compliance with listing rules Pledge of Assets Certain financial assets at fair value through profit or loss have been pledged by the group to secure bank financing - Certain financial assets at fair value through profit or loss have been pledged by the group to obtain bank financing granted to the group[149] Material Investments This report does not provide specific information regarding material investments Directors' Service Contracts Executive directors have one-year service contracts, and independent non-executive directors have one-to-three-year appointment letters; no director proposed for re-election has a non-terminable service contract within one year without compensation - Each executive director has entered into a one-year service contract with the Company, and each independent non-executive director has entered into an appointment letter for a term of one to three years[132] - No director proposed for re-election at the upcoming Annual General Meeting has a service contract with any member of the group that is not terminable within one year without payment of compensation[148] Employees As of March 31, 2024, the group employed approximately 134 full-time employees, offering promotion opportunities based on merit and potential, with compensation determined by performance and market rates - As of March 31, 2024, the group employed approximately 134 full-time employees (2023: approximately 138 employees)[135] - The group recruits and offers promotion opportunities based on employee merit and development potential, with compensation packages determined by employee performance and market salary levels, and discretionary bonuses awarded[135] Purchase, Sale or Redemption of the Company's Listed Securities For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[136] Corporate Governance The Company complied with the Corporate Governance Code throughout the year, except for the combined roles of Chairman and CEO, which the Board believes enhances strategy execution and operational efficiency - The Company complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules throughout the year, except for Code Provision C.2.1 (which stipulates that the roles of Chairman and Chief Executive should be separate)[137][150] - The Board believes that combining the roles of Chairman and Chief Executive Officer (Dr. So Yuk Kwan) facilitates the execution of the group's business strategies and enhances operational efficiency, with adequate oversight provided by a balanced Board[137] Standard Code for Securities Transactions by Directors The Company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance throughout the year ended March 31, 2024 - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules[138] - All directors confirmed compliance with the required standards set out in the Standard Code throughout the year ended March 31, 2024[138] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews and oversees the group's financial reporting and internal controls, having reviewed the consolidated financial statements for the year ended March 31, 2024 - The Audit Committee comprises three independent non-executive directors and is responsible for reviewing and overseeing the group's financial reporting procedures and internal controls[153] - The Audit Committee has reviewed accounting principles and practices with management and discussed audit, internal control, and financial reporting matters, including the consolidated financial statements for the year ended March 31, 2024[153] Review of Preliminary Announcement The consolidated financial statement figures in the preliminary announcement for the year ended March 31, 2024, have been agreed by the Company's auditor, Ernst & Young, though their work does not constitute an assurance engagement - The figures for the group's consolidated financial statements for the year ended March 31, 2024, as set out in the preliminary announcement, have been agreed by the Company's auditor, Ernst & Young, to the amounts set out in the draft consolidated financial statements[153] - The work performed by Ernst & Young in this respect does not constitute an assurance engagement, and accordingly, no assurance has been expressed on the preliminary announcement[153] Proposed Final Dividend The Board proposes a final dividend of HK$0.02 per share for the year ended March 31, 2024, subject to shareholder approval at the upcoming Annual General Meeting - The Board proposes a final dividend of HK$0.02 per share for the year ended March 31, 2024 (2023: HK$0.01 per share)[154] - If approved, the proposed final dividend will be paid on September 30, 2024, to shareholders whose names appear on the Company's register of members on September 6, 2024[141] Closure of Register of Members To determine eligibility for attending the AGM and receiving the proposed final dividend, the Company will close its register of members from August 27-30, 2024, and September 5-6, 2024, respectively - To determine eligibility for attending and voting at the Annual General Meeting, the Company will close its register of members from August 27 to August 30, 2024 (both dates inclusive)[141] - To determine the list of shareholders entitled to receive the proposed final dividend, the Company will close its register of members from September 5 to September 6, 2024 (both dates inclusive)[142] Publication of Results Announcement and Annual Report This full-year results announcement and the annual report, containing all information required by the Listing Rules, are available on the HKEX and Company websites, with the annual report to be dispatched to shareholders in due course - This full-year results announcement is available on the HKEX website (www.hkexnews.hk) and the Company's website (www.avconcept.com)[143](index=143&type=chunk) - The annual report for the year ended March 31, 2024, containing all information required by the Listing Rules, will be dispatched to the Company's shareholders in due course and will also be available on the aforementioned websites[143]