华新手袋国际控股(02683) - 2024 - 年度业绩

Summary Wah Sun Handbags reported significant growth in revenue, gross profit, net profit, and EPS for FY2024, proposing final and special dividends 2024 Financial Highlights | Indicator | FY2024 (Approx.) | FY2023 (Approx.) | Change | | :--- | :--- | :--- | :--- | | Revenue | HK$594,400,000 | HK$446,500,000 | Increased 33.1% | | Gross Profit | HK$105,000,000 | HK$67,600,000 | Increased 55.4% | | Gross Profit Margin | 17.7% | 15.1% | Increased 2.6% | | Profit attributable to owners of the Company | HK$28,500,000 | HK$8,500,000 | Increased 235.5% | | Earnings per share attributable to owners of the Company | HK$0.07 | HK$0.021 | Increased HK$0.049 | | Impairment provision for trade receivables | HK$2,700,000 | Reversal of HK$4,300,000 | Turned to provision | | Proposed final dividend | HK$0.02 per share | HK$0 | Increased | | Proposed special dividend | HK$0.01 per share | HK$0.01 per share | Unchanged | Consolidated Financial Statements This section presents the consolidated income statement, comprehensive income, and financial position, detailing the company's financial performance and balance sheet status Consolidated Income Statement For FY2024, the company achieved substantial growth in revenue, gross profit, and operating profit, with profit for the year reaching HK$27,211 thousand Key Data from Consolidated Income Statement (HK$ thousand) | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue | 594,407 | 446,518 | | Cost of sales | (489,412) | (378,964) | | Gross Profit | 104,995 | 67,554 | | Other income | 3,986 | 1,794 | | Other gains, net | 3,444 | 5,870 | | Selling and distribution expenses | (24,862) | (20,528) | | Administrative expenses | (50,927) | (47,111) | | Impairment provision for trade receivables / reversal | (2,669) | 4,319 | | Operating profit | 33,967 | 11,898 | | Finance costs, net | (1,054) | (2,204) | | Profit before income tax | 32,913 | 9,694 | | Income tax expense | (5,702) | (3,687) | | Profit for the year | 27,211 | 6,007 | | Profit attributable to owners of the Company | 28,504 | 8,495 | | Non-controlling interests | (1,293) | (2,488) | | Basic and diluted earnings per share (HK cents) | 7.0 | 2.1 | Consolidated Statement of Comprehensive Income Total comprehensive income for the year was HK$27,175 thousand, driven by profit for the year and slightly impacted by exchange differences Key Data from Consolidated Statement of Comprehensive Income (HK$ thousand) | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Profit for the year | 27,211 | 6,007 | | Other comprehensive (loss) / income: Exchange differences | (36) | (126) | | Total comprehensive income for the year | 27,175 | 5,881 | | Attributable to owners of the Company | 28,468 | 8,369 | | Non-controlling interests | (1,293) | (2,488) | Consolidated Statement of Financial Position As of March 31, 2024, total assets slightly decreased, but a robust current ratio and increased total equity reflect a healthy financial structure Key Data from Consolidated Statement of Financial Position (HK$ thousand) | Indicator | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 69,378 | 76,431 | | Current assets | 301,930 | 305,946 | | Total Assets | 371,308 | 382,377 | | Equity | | | | Equity attributable to owners of the Company | 259,329 | 247,206 | | Non-controlling interests | (3,942) | (2,649) | | Total Equity | 255,387 | 244,557 | | Liabilities | | | | Non-current liabilities | 17,662 | 20,419 | | Current liabilities | 98,259 | 117,401 | | Total Liabilities | 115,921 | 137,820 | | Total Equity and Liabilities | 371,308 | 382,377 | Notes This section provides detailed notes to the consolidated financial statements, covering general information, accounting policies, segment data, financial item specifics, and post-reporting period events 1. General Information The company is an investment holding entity primarily manufacturing and trading handbags, controlled by the Ma family, with financial statements presented in HKD - The Company is an investment holding company, with its principal business being the manufacturing and trading of handbag products[13] - The ultimate holding company is Wah Sun International Holdings Limited, and the ultimate controlling parties are members of the Ma family[13] - The consolidated financial statements are presented in Hong Kong dollars, with all values rounded to the nearest thousand[14] 2. Basis of Preparation and Changes in Accounting Policies The Group's consolidated financial statements, prepared under HKFRS, adopted new standards with no significant impact on performance or financial position - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance Cap. 622, using the historical cost basis[15] - The Group first applied several new and amended standards for the financial year beginning April 1, 2023, which had no significant impact on its results or financial position[17] - Amendments to standards that have been issued but are not yet effective are not expected to have a significant impact on the Group's current or future reporting periods[18] 3. Segment Information The Group operates solely in handbag manufacturing and trading, with revenue primarily from the US, non-current assets in Cambodia, and high customer concentration - The Group has only one operating segment, which is the manufacturing and trading of handbag products, thus no separate segment analysis is presented[19] Revenue by Geographical Area (HK$ thousand) | Region | FY2024 | FY2023 | | :--- | :--- | :--- | | United States of America | 485,560 | 347,326 | | Canada | 45,873 | 26,585 | | Other countries | 62,974 | 72,607 | | Total Revenue | 594,407 | 446,518 | Non-current Assets by Location (HK$ thousand) | Region | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | People's Republic of China | 10,825 | 16,716 | | Hong Kong | 10,834 | 9,861 | | Kingdom of Cambodia | 42,975 | 45,967 | | Total | 64,634 | 72,544 | Revenue from Major Customers (HK$ thousand) | Customer | FY2024 | FY2023 | | :--- | :--- | :--- | | Customer A | 172,882 | 113,272 | | Customer B | 136,729 | 132,886 | | Customer C | 128,200 | 77,791 | | Customer D | 102,202 | 50,072 | | Customer E | – | 32,581 | | Total | 540,013 | 406,602 | 4. Revenue, Other Income and Other Gains, Net This year's revenue primarily stemmed from goods sales, with other income and net gains influenced by exchange gains and rental income Revenue Sources (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | Sale of goods | 594,407 | 446,518 | Other Income and Other Gains, Net (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | Rental income from operating leases | 3,963 | 1,565 | | Gain on disposal of scrap materials | 23 | 229 | | Total Other Income | 3,986 | 1,794 | | Net exchange gain | 3,225 | 5,486 | | Government grants | 181 | 343 | | Fair value change of financial assets at fair value through profit or loss | 42 | 41 | | Loss on disposal of property, plant and equipment | (4) | – | | Total Other Gains, Net | 3,444 | 5,870 | | Total | 7,430 | 7,664 | 5. Expenses by Nature Total cost of sales, selling and distribution, and administrative expenses significantly increased, driven by higher inventory costs and employee benefits Total Expenses by Nature (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | Cost of inventories sold | 293,869 | 198,788 | | Subcontracting fees | 65,546 | 58,621 | | Transportation and customs duties | 14,428 | 12,806 | | Employee benefit expenses | 149,385 | 137,124 | | Depreciation of property, plant and equipment | 5,846 | 6,727 | | Depreciation of investment properties | 2,144 | 1,073 | | Depreciation of right-of-use assets | 3,643 | 3,284 | | Total Cost of Sales, Selling and Distribution Expenses and Administrative Expenses | 565,201 | 446,603 | 6. Finance Costs, Net Net finance costs significantly decreased this year, primarily due to a substantial increase in interest income from bank deposits Finance Costs, Net (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | Interest expense on bills payable | (3,282) | (2,021) | | Interest expense on lease liabilities | (1,119) | (1,190) | | Total Finance Costs | (4,401) | (3,211) | | Interest income from bank deposits | 3,347 | 1,007 | | Finance Costs, Net | (1,054) | (2,204) | 7. Income Tax Expense Income tax expense significantly rose this year due to increased taxable profit, including Hong Kong profits tax and overseas taxes Income Tax Expense (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | Current income tax: Hong Kong profits tax | 3,509 | 1,884 | | Current income tax: Overseas tax | 3,041 | 1,493 | | Underprovision in prior years | 3 | 392 | | Deferred income tax | (851) | (82) | | Total Income Tax Expense | 5,702 | 3,687 | - Hong Kong profits tax is provided at 16.5% (8.25% for the first HK$2,000,000), Cambodian corporate income tax rate is 20%, and Chinese corporate income tax rate is 25%[68][45] 8. Dividends The Board proposed a final dividend of HK$0.02 and a special dividend of HK$0.01 per share, totaling HK$12,259 thousand, a substantial increase Declared and Proposed Dividends (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | Interim dividend declared and paid of HK$0.02 per share (2023: HK$0.01 per share) | 8,173 | 4,086 | | Interim special dividend declared and paid of HK$0.01 per share (2023: nil) | 4,086 | – | | Total Interim Dividends Declared and Paid | 12,259 | 4,086 | | Proposed final dividend of HK$0.02 per share (2023: nil) | 8,173 | – | | Proposed special dividend of HK$0.01 per share (2023: HK$0.01 per share) | 4,086 | 4,086 | | Total Proposed Final and Special Dividends | 12,259 | 4,086 | | Total Dividends Attributable for the Year | 24,518 | 8,172 | - The proposed final and special dividends are subject to shareholders' approval at the Annual General Meeting[45] 9. Earnings Per Share Basic earnings per share significantly grew to HK$0.07, matching diluted EPS, indicating enhanced company profitability Earnings Per Share (HK cents) | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Profit attributable to owners of the Company (HK$ thousand) | 28,504 | 8,495 | | Weighted average number of ordinary shares in issue (thousand shares) | 408,626 | 408,626 | | Basic earnings per share (HK cents) | 7.0 | 2.1 | - Diluted earnings per share is the same as basic earnings per share as there are no potential dilutive ordinary shares outstanding[47] 10. Right-of-use Assets and Lease Liabilities Right-of-use assets and lease liabilities decreased, reflecting changes in leasing activities, with total lease cash outflows of HK$4,793 thousand Right-of-use Assets and Lease Liabilities (HK$ thousand) | Item | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Right-of-use assets | 20,160 | 22,694 | | Lease liabilities (current) | 3,882 | 3,408 | | Lease liabilities (non-current) | 17,662 | 20,419 | | Total Lease Liabilities | 21,544 | 23,827 | Lease-related Amounts Recognized in Consolidated Income Statement (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | Depreciation of right-of-use assets | (3,643) | (3,284) | | Interest expense | (1,119) | (1,190) | | Expenses relating to short-term leases | (284) | (289) | - Total cash outflow for leases for the year ended March 31, 2024, was approximately HK$4,793 thousand[50] 11. Investment Properties Investment property value decreased due to depreciation and exchange differences; the Group uses the cost model and reclassified its Dongguan factory for rental income Movement in Investment Properties (HK$ thousand) | Item | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | At beginning of year | 5,900 | 5,900 | | Depreciation expense | (2,144) | (1,073) | | Exchange differences | (4) | (7) | | At end of year | 3,752 | 5,900 | - The Group measures investment properties using the cost model and reclassified its old Dongguan factory as investment property to generate rental income[52][101] - The fair value of investment properties as of March 31, 2024, was HK$5,567 thousand, calculated using the income approach with discounted cash flow analysis[74] 12. Inventories Total inventories significantly decreased this year, driven by reductions in raw materials, work-in-progress, and finished goods Inventories Composition (HK$ thousand) | Item | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Raw materials | 20,382 | 46,235 | | Work-in-progress | 24,840 | 48,373 | | Finished goods | 22,641 | 33,977 | | Total | 67,863 | 128,585 | - For the year ended March 31, 2024, the cost of inventories recognized as an expense and included in "cost of sales" in the consolidated income statement was HK$293,869 thousand[103] 13. Trade Receivables, Prepayments, Deposits and Other Receivables Net trade receivables and impairment provisions increased, with the aging analysis indicating the largest proportion of receivables within 30 days Trade Receivables, Prepayments, Deposits and Other Receivables (HK$ thousand) | Item | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Trade receivables | 55,016 | 38,667 | | Less: Impairment provision for trade receivables | (4,943) | (2,274) | | Trade Receivables, Net | 50,073 | 36,393 | | Deposits | 1,603 | 1,483 | | Prepayments | 9,590 | 6,029 | | Recoverable VAT | 5,800 | 4,722 | | Other receivables | – | 3 | | Accrued income | 863 | 1,536 | | Total | 67,929 | 50,166 | Aging Analysis of Trade Receivables (HK$ thousand) | Aging | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Within 30 days | 41,334 | 37,771 | | 31 to 60 days | 7,034 | 849 | | 61 to 90 days | 4,771 | 2 | | Over 90 days | 1,877 | 45 | | Total | 55,016 | 38,667 | Movement in Impairment Provision for Trade Receivables (HK$ thousand) | Item | FY2024 | FY2023 | | :--- | :--- | :--- | | At beginning of year | 2,274 | 37,366 | | Impairment provision / (reversal) | 2,669 | (4,319) | | Write-off | – | (30,773) | | At end of year | 4,943 | 2,274 | 14. Trade and Bills Payables, Accrued Expenses and Other Payables Total trade and bills payables decreased, while accrued expenses and other payables slightly increased, reflecting sound current liability management Trade and Bills Payables, Accrued Expenses and Other Payables (HK$ thousand) | Item | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Trade payables | 55,565 | 60,126 | | Bills payable | 12,594 | 32,977 | | Total Trade and Bills Payables | 68,159 | 93,103 | | Accrued salaries | 9,690 | 8,917 | | Other accrued expenses and payables | 12,136 | 11,142 | | Contract liabilities | 447 | 316 | | Total Accrued Expenses and Other Payables | 22,273 | 20,375 | | Total | 90,432 | 113,478 | Aging Analysis of Trade and Bills Payables (HK$ thousand) | Aging | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Within 30 days | 39,822 | 61,224 | | 31 to 60 days | 10,942 | 13,824 | | 61 to 90 days | 9,881 | 5,434 | | Over 90 days | 7,514 | 12,621 | | Total | 68,159 | 93,103 | 15. Events After the Reporting Period Post-reporting period, the Group completed the acquisition of its Hong Kong office on April 30, 2024, for approximately HK$4,700 thousand - The Group entered into an acquisition agreement with two related parties on March 25, 2024, to acquire its Hong Kong office for approximately HK$4,700 thousand[81] - The acquisition was completed on April 30, 2024, after the year-end[81] Management Discussion and Analysis This section details the annual business review, industry overview, future outlook, and financial performance, highlighting the company's strategies and financial stability in a complex operating environment Business Review Despite US market risks, the Group achieved significant revenue and net profit growth, driven by North American recovery and Cambodian production advantages - The Group is an original equipment manufacturer (OEM) of non-leather handbags, primarily engaged in the manufacturing and trading of handbag products[82] - The global economy saw an initial recovery, but the US consumer market faces increased downside risks due to rising interest rates and inflation[83] - The Cambodian production base accounts for approximately 90% of total production capacity, becoming a crucial supply chain resource due to improved costs, efficiency, and profitability[114] - Revenue increased by 33.1% to HK$594,400 thousand, and profit attributable to owners of the Company increased by HK$20,000 thousand to HK$28,500 thousand, primarily driven by the North American market recovery[85] - Management enhanced competitiveness through cost optimization, upgrading production facilities, and streamlining production processes, and completed the acquisition of the Hong Kong office post-reporting period to improve operating cash flow[85][116] Industry Overview Handbag trends favor practical, sustainable products, with strong non-leather market growth, significant online retail expansion in Asia-Pacific, and North America retaining dominance - Modern consumers seek handbags that combine aesthetics, practicality, and functionality, with an increasing preference for sustainable and eco-friendly products[88] - The global non-leather product market achieved strong growth due to increased awareness of animal cruelty and the promulgation of regulatory policies[117] - Spending on online platforms increased, with start-up e-retailers and e-commerce websites gaining more attention, though physical stores still play an important role[88] - The North American market is expected to maintain its dominant position, while online retail in the Asia-Pacific market has grown significantly[119] Prospects Amid geopolitical and economic uncertainties, management will maintain financial health, enhance efficiency, and explore new revenue streams for sustainable returns - The global economy is expected to remain affected by geopolitical uncertainties in the upcoming financial year, with increased downside risks[121] - Management will continue to adopt prudent measures to maintain a healthy financial position and enhance manufacturing efficiency and production flexibility[91] - The Group will seek new revenue sources and balanced growth to create sustainable returns for shareholders[91] Financial Review Strong financial performance this year saw significant growth in revenue, gross profit, and net profit, driven by North American recovery and cost control, ensuring robust financial health and liquidity Revenue Revenue grew 33.1% to HK$594,400 thousand, primarily driven by North American market recovery, with Cambodian production contributing most revenue - The Group's revenue increased by 33.1% from HK$446,500 thousand in FY2023 to HK$594,400 thousand in the current year[122] - Revenue from US customers increased by approximately HK$138,300 thousand to HK$485,600 thousand, mainly due to the continued recovery of the North American market after the COVID-19 pandemic[122] Sales Revenue by Production Location (HK$ thousand) | Production Location | FY2024 | Share (%) | FY2023 | Share (%) | | :--- | :--- | :--- | :--- | :--- | | Cambodia | 557,516 | 93.8 | 408,996 | 91.6 | | Dongguan, China | 36,891 | 6.2 | 37,522 | 8.4 | | Total | 594,407 | 100 | 446,518 | 100 | Total Revenue, Sales Volume and Average Selling Price | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue (HK$ thousand) | 594,407 | 446,518 | | Sales Volume (thousand units) | 8,123 | 5,450 | | Average Selling Price (HK$/unit) | 73.2 | 81.9 | - The decrease in average selling price was due to the different complexity of products sold[124] - The Group's sales to its top five customers accounted for approximately 98% of total revenue this year, with sales to the single largest customer accounting for approximately 29%[153] Cost of Sales Cost of sales increased 29.1% to HK$489,400 thousand, but at a slower rate than sales, thanks to strict cost control - Cost of sales increased by 29.1% from HK$379,000 thousand in FY2023 to HK$489,400 thousand in the current year[154] - The increase in cost of sales was lower than the increase in sales, primarily due to the implementation of strict cost control measures, successfully reducing basic production operating costs[154] Gross Profit and Gross Profit Margin Gross profit increased 55.4% to HK$105,000 thousand, with gross profit margin rising 2.6% to 17.7%, indicating significant profitability improvement - Gross profit increased by 55.4% from HK$67,600 thousand in FY2023 to HK$105,000 thousand in the current year[155] - Gross profit margin increased by 2.6% from 15.1% in FY2023 to 17.7% in the current year[155] Other Gains, Net Other net gains, primarily from exchange and scrap sales, saw a decrease in net exchange gains this year - Other gains primarily included net exchange gains of approximately HK$3,200 thousand (FY2023: HK$5,500 thousand), mainly from the depreciation of RMB against HKD[97] - Gain on disposal of scrap materials was approximately HK$200 thousand (FY2023: HK$300 thousand)[97] Selling and Distribution Expenses Selling and distribution expenses rose 21.1% to HK$24,900 thousand, mainly due to increased sales activities - Selling and distribution expenses increased by 21.1% from HK$20,500 thousand in FY2023 to HK$24,900 thousand in the current year[127] - This was primarily due to increased sales activities[127] Administrative Expenses Administrative expenses increased 8.1% to HK$50,900 thousand, primarily due to higher employee benefit expenses - Administrative expenses increased by 8.1% from HK$47,100 thousand in FY2023 to HK$50,900 thousand in the current year[157] - This was primarily due to increased employee benefit expenses[157] Impairment Provision for Trade Receivables / Reversal Impairment provision for trade receivables was HK$2,700 thousand this year, a shift from last year's HK$4,300 thousand reversal, reflecting credit risk changes - Impairment provision for trade receivables was approximately HK$2,700 thousand this year, compared to a reversal of HK$4,300 thousand in FY2023[158] - The impairment assessment considered the aging of trade receivables, customer repayment history, payment status, creditworthiness, and macroeconomic forward-looking factors[99] Finance Costs, Net Net finance costs decreased 52.2% to HK$1,100 thousand, primarily driven by increased interest income - Net finance costs decreased by 52.2% from HK$2,200 thousand in FY2023 to HK$1,100 thousand in the current year[100] - This was primarily due to increased interest income in the current year[100] Income Tax Expense Income tax expense increased 54.7% to HK$5,700 thousand, primarily due to higher taxable profit - Income tax expense increased by 54.7% from HK$3,700 thousand in FY2023 to HK$5,700 thousand in the current year[160] - This was primarily due to increased taxable profit in the current year[160] Profit for the Year Profit for the year surged 353.0% to HK$27,200 thousand, with net profit margin rising to 4.6%, indicating significant profitability improvement - Profit for the year significantly increased by 353.0% from HK$6,000 thousand in FY2023 to HK$27,200 thousand in the current year[161] - Net profit margin increased from 1.3% in FY2023 to 4.6% in the current year, primarily due to the net effect of increased gross profit margin, increased selling and distribution expenses, and increased income tax expense[130] Financial Position, Liquidity and Financial Resources The Group maintains a robust financial position with no bank borrowings, ensuring funding flexibility through retained bank balances and committed credit facilities - As of March 31, 2024, the Group had no bank borrowings[162] - The Group aims to maintain funding flexibility through retaining sufficient bank balances, available committed credit facilities, and interest-bearing borrowings[163] Borrowings and Pledges of Assets Bank financing is secured by approximately HK$25,100 thousand in bank deposits - As of March 31, 2024, bank financing was secured by bank deposits of approximately HK$25,100 thousand[131] Foreign Exchange Risk The Group faces primary RMB foreign exchange risk, with minimal USD risk due to the HKD peg, and currently undertakes no hedging activities - The Group primarily operates in Hong Kong, Cambodia, and China, with most transactions settled in HKD, USD, and RMB[164] - Due to the HKD peg to the USD, the USD foreign exchange risk is minimal, and the Group is primarily exposed to foreign exchange risk related to RMB[165] - Foreign exchange risk on financial assets and liabilities denominated in other currencies was not significant this year, hence no hedging activities were undertaken[134] Working Capital Management The Group maintains sound financial policies, funding working capital primarily through operating cash flow, ensuring sufficient funds for current and future needs - The Group is committed to maintaining sound financial policies and enhancing operational efficiency to improve the robustness of its working capital[166] - This year, the Group primarily funded its working capital requirements through net cash generated from operating activities and bank borrowings[166] - As of March 31, 2024, cash and cash equivalents amounted to approximately HK$141,100 thousand[166] Liquidity Ratios The Group maintains a net cash position and robust liquidity and gearing ratios, reflecting its sound financial condition Liquidity Ratios | Indicator | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Current Ratio | 3.1 | 2.6 | | Gearing Ratio | Not applicable | Not applicable | | Net Debt to Equity Ratio | Net cash | Net cash | - The current ratio is calculated by dividing total current assets by total current liabilities[137] - The gearing ratio is calculated by dividing total debt by total equity and multiplying by 100%[167] - The net debt to equity ratio is calculated by dividing net debt (total borrowings less cash and cash equivalents) by total equity[138] Other Information This section covers environmental policy, employee and remuneration, major investments, contingent liabilities, post-reporting events, dividends, corporate governance, and results publication Environmental Policy The Group adheres to environmental standards, integrates ESG into operations, and reported no significant environmental violations this year - The Group is committed to complying with all environmental standards and policies, and no significant incidents of non-compliance with relevant environmental protection laws and regulations occurred this year[170] - The Group's ESG strategy is based on the core principles of "Safety, Quality, and Environmental Sustainability" and will be regularly reviewed to ensure its relevance[170] Employees and Remuneration Policy As of March 31, 2024, the Group employed 4,273 staff, regularly reviewing remuneration, bonuses, and benefits for competitiveness - As of March 31, 2024, the Group employed a total of 4,273 employees (2023: 3,477 employees)[171] - The Group regularly reviews employee remuneration levels, performance bonus schemes, and other benefits to ensure a competitive remuneration policy[171] - The Company has adopted a share option scheme and provides on-the-job training for employees[142] - Employee costs (including directors' emoluments) for the year amounted to approximately HK$149,400 thousand (FY2023: HK$137,100 thousand)[171] Material Investments / Material Acquisitions and Disposals Aside from the disclosed Hong Kong office acquisition, the Group made no other material investments, acquisitions, or disposals this year - Save as disclosed in this announcement, the Group did not make any other material investments or material acquisitions and disposals of subsidiaries, associates, or joint ventures during the year[143] Future Plans for Material Investments or Capital Assets As of March 31, 2024, the Group had no other future plans for material investments and capital assets - As of March 31, 2024, the Group had no other future plans for material investments and capital assets[144] Capital Commitments As of March 31, 2024, the Group had no significant contracted capital expenditure for property, plant, and equipment - As of March 31, 2024, the Group had no significant contracted but unprovided capital expenditure for the acquisition of property, plant, and equipment[145] Contingent Liabilities As of March 31, 2024, the Group had no significant contingent liabilities - As of March 31, 2024, the Group had no significant contingent liabilities[146] Significant Events After Reporting Period Aside from the disclosed Hong Kong office acquisition, no other significant events affecting the Company occurred post-reporting period - Save as disclosed in this announcement, no other significant events affecting the Company and its subsidiaries occurred after the reporting period and up to the date of this announcement[174] Dividends The Board recommended final and special dividends, announcing share registration suspension for the AGM and dividend entitlement Proposed Final and Special Dividends The Board proposed a final dividend of HK$0.02 and a special dividend of HK$0.01 per share, totaling HK$12,259 thousand, payable October 31, 2024, pending approval - The Board proposed a final dividend of HK$0.02 per share and a special dividend of HK$0.01 per share for the year, totaling approximately HK$12,259 thousand[148] - The proposed final and special dividends are subject to shareholders' approval at the 2024 Annual General Meeting and are expected to be paid on October 31, 2024[185] Closure of Register of Members Share registration will be suspended in two periods to determine shareholder eligibility for the AGM and proposed dividends - To determine the eligibility of shareholders to attend and vote at the 2024 Annual General Meeting, the register of members will be closed from August 28, 2024, to September 2, 2024 (both dates inclusive)[186] - To determine the entitlement of shareholders to the proposed final and special dividends, the register of members will be closed from October 10, 2024, to October 16, 2024 (both dates inclusive)[187] Corporate Governance The Company complies with Listing Rules' Corporate Governance Code and Model Code for Directors' Securities Transactions, with the preliminary announcement reviewed by the independent auditor Model Code for Securities Transactions by Directors The Company adopted the Listing Rules' Model Code for Directors' Securities Transactions, with all current directors confirming compliance this year - The Company has adopted the Model Code as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[178] - All current directors confirmed compliance with the required standards of dealing set out in the Model Code during the year[178] Review of Preliminary Announcement Performance figures in this preliminary announcement were agreed with PricewaterhouseCoopers, but their work does not constitute an assurance engagement - The performance figures for the Group's results for the year in this preliminary announcement have been agreed with the independent auditor, PricewaterhouseCoopers[152] - The work performed by the independent auditor does not constitute an assurance engagement, and therefore no assurance is provided on this preliminary announcement[152] Review of Annual Results by Audit Committee The Audit Committee, with management and the independent auditor, reviewed the Group's accounting principles, audit, internal controls, and financial reporting, including consolidated financial statements - The Audit Committee, comprising all independent non-executive directors, has reviewed the accounting principles and practices adopted by the Group with management and the independent auditor[180][190] - The Audit Committee has discussed audit, internal control, and financial reporting matters, including the review of the consolidated financial statements[190] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, redeemed, or sold any listed securities during the year - During the year, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of its listed securities[191] Publication of Results Announcement and Annual Report This announcement is published on HKEX and the Company's website; the annual report will be published and dispatched to shareholders as per Listing Rules - This announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.wahsun.com.hk)[192](index=192&type=chunk) - The Company's annual report for the year will be published on the aforementioned websites and dispatched to shareholders who request printed copies in due course, as required by the Listing Rules[192] Acknowledgement The Board expresses sincere gratitude to management, employees, shareholders, business partners, and other professionals - The Board extends its sincere gratitude to the management and all employees of the Group for their efforts and dedication, and to the shareholders, business partners, and other professionals for their support throughout the year[193]