迪臣发展国际(00262) - 2024 - 年度业绩

Consolidated Financial Statements Consolidated Income Statement Group revenue increased by 31.27% year-on-year, but gross profit decreased by 15.39%, leading to a narrowed loss of HK$76,774 thousand | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 128,074 | 97,563 | 31.27% | | Cost of sales | (85,172) | (46,861) | 81.75% | | Gross profit | 42,902 | 50,702 | (15.39%) | | Other income and gains | 92,864 | 17,062 | 444.27% | | Fair value (loss)/gain on investment properties | (32,364) | 46,284 | (170.00%) | | Fair value loss on equity investments | (104,893) | (75,709) | 38.55% | | Administrative expenses | (77,298) | (71,663) | 7.86% | | Gain/(loss) on disposal of subsidiaries | 31,015 | (2,141) | (1548.81%) | | Gain on disposal of investment properties | 41,641 | — | N/A | | Finance costs | (26,408) | (36,704) | (28.03%) | | Loss for the year | (76,774) | (93,934) | (18.30%) | Consolidated Statement of Comprehensive Income Total comprehensive loss for the year significantly narrowed to HK$125,715 thousand, mainly due to reduced exchange differences | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year | (76,774) | (93,934) | (18.30%) | | Exchange differences on translation of overseas operations | (43,002) | (112,774) | (61.87%) | | Revaluation (deficit)/surplus on leasehold land and buildings | (6,563) | 4,107 | (259.80%) | | Total comprehensive loss for the year | (125,715) | (203,156) | (38.02%) | Consolidated Statement of Financial Position Total assets decreased to HK$1,978,784 thousand, with significant reductions in non-current liabilities and net current assets | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 1,125,138 | 1,128,776 | (0.32%) | | Total current assets | 853,646 | 1,134,004 | (24.63%) | | Total current liabilities | 475,128 | 415,822 | 14.26% | | Net current assets | 378,518 | 718,182 | (47.31%) | | Total non-current liabilities | 162,066 | 379,707 | (57.32%) | | Net assets | 1,341,590 | 1,467,251 | (8.69%) | | Total equity | 1,341,590 | 1,467,251 | (8.69%) | Notes to Consolidated Financial Statements Company and Group Information Dickson Development International Group Company Limited is a Bermuda-registered company primarily engaged in property, trading, and hotel operations - The company's principal activities include property development and investment, trading of medical equipment and home security and automation products, and hotel operations[91][128] Basis of Preparation and Changes in Accounting Policies Consolidated financial statements are prepared under HKFRS, adopting new standards with no significant impact on financial position Basis of Preparation Financial statements are prepared under HKFRS and Companies Ordinance, using historical cost with fair value for investment properties - Consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, primarily on a historical cost basis, except for investment properties measured at fair value[92] - The Group controls its subsidiaries and consolidates their financial statements, with all intra-group transactions fully eliminated[92][124] Changes in Accounting Policies and Disclosures New HKFRS standards were adopted, including revisions to IAS 12 on deferred tax, with no material impact on the Group - The Group first adopted amendments to HKAS 1, HKAS 8, and HKAS 12, which had no significant impact on its financial statements[138][159][160] - Amendments to HKAS 12 narrowed the scope of the initial recognition exemption for deferred tax, requiring recognition of deferred tax assets and liabilities for certain transactions[139] - The accounting impact of the abolition of the MPF offsetting mechanism against long service payments was not material to the Group's results and financial position[141][161] Operating Segment Information Group operates in property, trading, and hotel segments, with varied revenue and performance changes across segments in FY2024 Segment Revenue and Results Property segment revenue grew significantly but turned to loss, trading revenue and profit declined, and hotel revenue grew with expanded loss | Segment Business | 2024 Revenue (HK$ thousand) | 2023 Revenue (HK$ thousand) | Revenue Change (%) | 2024 Segment Results (HK$ thousand) | 2023 Segment Results (HK$ thousand) | Results Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Property Development and Investment | 86,284 | 34,818 | 147.81% | (53,170) | 36,367 | (246.40%) | | Trading Business | 28,715 | 52,176 | (44.98%) | (2,782) | 6,466 | (143.02%) | | Other (Hotel) | 13,075 | 10,569 | 23.72% | (10,118) | (6,931) | 46.00% | | Total | 128,074 | 97,563 | 31.27% | (66,070) | 35,902 | (284.03%) | - Segment results are assessed based on profit/loss before tax, excluding interest, dividends, fair value changes, finance costs, share of associates' results, disposal gains, and unallocated expenses[162] Geographical Information In FY2024, Mainland China contributed the majority of total revenue and non-current assets, with Hong Kong contributing the rest | Region | 2024 Total Revenue (HK$ thousand) | 2023 Total Revenue (HK$ thousand) | 2024 Total Non-current Assets (HK$ thousand) | 2023 Total Non-current Assets (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 25,137 | 45,948 | 127,135 | 139,190 | | Mainland China | 102,937 | 51,615 | 952,550 | 827,387 | | Total | 128,074 | 97,563 | 1,079,685 | 966,577 | Revenue, Other Income and Gains Total revenue reached HK$128,074 thousand, driven by property development, while other income significantly increased from dividend income Disaggregated Revenue Information Total revenue from customer contracts was HK$109,904 thousand, primarily from property development, with most recognized at a point in time | Revenue Source | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Property development and investment business | 68,114 | 10,910 | 524.33% | | Trading of medical equipment and home security and automation products | 28,715 | 52,176 | (44.98%) | | Hotel operations | 13,075 | 10,569 | 23.72% | | Total revenue from contracts with customers | 109,904 | 73,655 | 49.23% | | Gross rental income from investment properties | 18,170 | 23,908 | (23.92%) | | Total Revenue | 128,074 | 97,563 | 31.27% | - In FY2024, customer contract revenue from Mainland China was HK$84,767 thousand, and from Hong Kong was HK$25,137 thousand[201] Performance Obligations Performance obligations for property sales, goods sales, and hotel operations are completed upon ownership transfer, delivery, or purchase - Performance obligations for property sales are satisfied when the buyer obtains physical or legal possession and ownership[181] - Performance obligations for goods sales are satisfied upon product delivery, with payments typically due within 30 to 90 days[182] - Performance obligations for hotel food and beverage operations are satisfied immediately when customers purchase food and beverages[204] Analysis of Other Income and Gains Total other income and gains significantly increased to HK$92,864 thousand, mainly from equity investment dividend and imputed interest | Other Income and Gains | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 303 | 167 | 81.38% | | Dividend income from equity investments | 74,865 | 1,350 | 5445.56% | | Gross rental income from property, plant and equipment | 6,197 | 6,609 | (6.23%) | | Government grants | — | 960 | (100.00%) | | Imputed interest income | 9,285 | — | N/A | | Others | 2,214 | 7,976 | (72.24%) | | Total | 92,864 | 17,062 | 444.27% | Finance Costs Total finance costs decreased to HK$26,408 thousand, primarily due to reduced interest on bank and other borrowings | Finance Cost Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank loans and other borrowings | 28,295 | 43,173 | (34.46%) | | Interest on bonds payable | 2,707 | 1,927 | 40.48% | | Interest on lease liabilities | 45 | — | N/A | | Total finance costs | 31,047 | 45,100 | (31.16%) | | Less: Interest capitalised | (4,639) | (8,396) | (44.80%) | | Total | 26,408 | 36,704 | (28.03%) | Income Tax Total income tax expense significantly increased to HK$15,133 thousand, driven by higher current tax in Mainland China and deferred tax expense | Income Tax Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current - Hong Kong (Over)/under provision | (66) | 85 | (177.65%) | | Current - Mainland China (Expense for the year) | 35,437 | 3,420 | 936.17% | | Current - Other regions (Expense for the year) | — | 490 | (100.00%) | | Current - Other regions (Over provision in prior years) | (2,963) | — | N/A | | Mainland China Land Appreciation Tax (Expense for the year) | 1,475 | — | N/A | | Mainland China Land Appreciation Tax (Over provision in prior years) | — | (285) | N/A | | Deferred tax | (18,750) | 4,288 | (537.17%) | | Total tax expense for the year | 15,133 | 7,998 | 89.22% | - No provision for Hong Kong Profits Tax was made as there was no assessable profit for the year[187] - Mainland China Land Appreciation Tax is levied at progressive rates from 30% to 60% on the appreciation of land value[188] Dividends The company did not declare any dividends for the current or prior reporting periods - The company did not declare any dividends during the reporting period or the previous year[189] Loss Per Share Basic and diluted loss per share narrowed to 5.16 HK cents, based on loss attributable to ordinary shareholders | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the company (HK$ thousand) | 75,691 | 90,967 | (16.80%) | | Weighted average number of ordinary shares in issue (shares) | 1,466,820,600 | 1,466,820,600 | 0.00% | | Basic and diluted loss per share (HK cents) | (5.16) | (6.20) | (16.77%) | - There were no outstanding potential dilutive ordinary shares during the reporting period, so basic and diluted loss per share amounts are not adjusted[238] Goodwill Goodwill from the acquisition of Dickson Hardware & Building Materials Co Ltd was fully impaired due to intense industry competition - Goodwill arising from the acquisition of 60% equity interest in Dickson Hardware & Building Materials Co Ltd was fully impaired to zero due to intense competition in the construction industry[191][212] Investment Properties Investment properties were revalued to HK$661,908 thousand, a decrease from last year, with some pledged as bank credit collateral | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Carrying amount at year-end | 661,908 | 684,114 | (3.10%) | | Net (loss)/gain from fair value adjustments | (32,364) | 46,284 | (170.00%) | - Investment properties with a total carrying amount of HK$442,800 thousand were pledged as collateral for bank credit[193] Other Receivables Outstanding consideration from subsidiary disposal was HK$316,667 thousand, with a discount impact and imputed interest income - Outstanding consideration receivable from the disposal of a subsidiary is approximately HK$316,667 thousand, to be collected in four installments, with the last payment due by October 31, 2027[215][242] - The outstanding consideration includes a discount impact of approximately HK$33,515 thousand and generated imputed interest income of approximately HK$9,285 thousand[194][216] - As of March 31, 2024, other receivables of HK$22,429 thousand from debtors facing financial difficulties or payment defaults were fully provided for as loss[244] Trade Receivables Total trade receivables significantly increased to HK$32,658 thousand, with a notable rise in 91-180 day aged accounts and credit risk concentration | Ageing | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 90 days | 6,198 | 7,682 | (19.31%) | | 91 to 180 days | 26,341 | 1,893 | 1291.02% | | 181 to 360 days | — | 1,759 | (100.00%) | | Over 360 days | 119 | 2,714 | (95.62%) | | Total | 32,658 | 14,048 | 132.49% | - The Group has concentrated credit risk on its largest external customer and five largest external customers, accounting for 59% and 89% of total trade receivables, respectively[220] | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net impairment loss/(reversal of impairment) | 6,806 | (52) | (13188.46%) | | Impairment at year-end | 15,636 | 13,386 | 16.81% | Trade Payables Total trade payables significantly increased to HK$22,699 thousand, with most due within 90 days | Ageing | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 90 days | 19,347 | 1,310 | 1376.87% | | 91 to 180 days | 17 | 230 | (92.61%) | | 181 to 360 days | 56 | 32 | 75.00% | | Over 360 days | 3,279 | 3,490 | (6.04%) | | Total | 22,699 | 5,062 | 348.42% | - Trade payables are interest-free and generally settled within 30 days[249] Bonds Payable New non-listed bonds of HK$13,000 thousand were issued to offset existing bonds, and another bond's principal was partially repaid and extended - On February 1, 2024, new non-listed bonds with a principal amount of HK$13,000 thousand were issued at a fixed annual interest rate of 10% to offset the outstanding amount of existing 13M bonds[223] - The principal of the 20M bonds was partially repaid to HK$15,000 thousand, and the maturity date was extended to August 21, 2026[291] Disposal Group Classified as Held for Sale The Group completed two disposals of subsidiaries and properties in August 2023, which were classified as held for sale in March 2023 - Disposal Item 1 and Disposal Item 2 were completed on August 30, 2023, involving the disposal of all equity interests in Jiangyu Property (Hainan) Co Ltd and properties held by Hainan Fudi Commercial Management Co Ltd[215][252] | 2023 March 31 Assets and Liabilities Classified as Held for Sale (HK$ thousand) | | :--- | | Assets | | Investment properties | 299,250 | | Properties under development for sale and properties held for sale | 32,807 | | Cash and cash equivalents | 120 | | Total assets classified as held for sale | 332,177 | | Liabilities | | Other payables and accrued expenses | (210) | | Deferred tax liabilities | (57,538) | | Total liabilities directly associated with assets classified as held for sale | (57,748) | | Net assets directly associated with disposal group | 274,429 | - Disposal Item 2 generated a total accounting profit of HK$44,129 thousand, recognized in the consolidated income statement for FY2024[252] Share Capital The company's authorized share capital is HK$500,000 thousand, with issued and fully paid capital of HK$146,682 thousand, unchanged from last year | Share Capital Type | Number of Shares | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital | 5,000,000,000 | 500,000 | | Issued and fully paid share capital | 1,466,820,600 | 146,682 | - The company's capital structure remained unchanged during the reporting period[44] Disposal of Subsidiaries The Group disposed of two subsidiaries, generating a gain of HK$31,015 thousand from one and a loss of HK$2,141 thousand from another - On August 30, 2023, the company's wholly-owned subsidiary disposed of all equity interests in Jiangyu Property (Hainan) Co Ltd, resulting in a gain of HK$31,015 thousand[229][257] - On March 31, 2023, the company disposed of all equity interests in Hainan Jiudi IoT Technology Co Ltd, resulting in a loss of HK$2,141 thousand[287][289] | Net Cash Inflow from Disposal of Subsidiaries (2024) | HK$ thousand | | :--- | :--- | | Cash consideration | 81,111 | | Less: Discount effect of outstanding consideration | (6,355) | | Legal and professional fees and transaction costs paid | (7,338) | | Net consideration | 67,418 | | Less: Deposits received | (2,106) | | Outstanding consideration to be recovered | (55,449) | | Add: Imputed interest income | 1,760 | | Net cash and cash equivalents inflow from disposal of a subsidiary | 11,623 | Comparative Figures Certain comparative figures have been reclassified to align with the current year's consolidated financial statement presentation - Certain comparative figures have been reclassified to conform with the current year's presentation in the consolidated financial statements[290] Management Discussion and Analysis Business Review Property development revenue significantly increased, trading revenue declined, and hotel revenue grew but with expanded losses due to revaluation Property Development and Investment Business Revenue grew 148% from property sales and rentals, but fair value losses and impairment provisions led to a segment loss - Property development and investment business revenue increased by approximately 148% to HK$86,284 thousand, primarily from property sales in China and rental income[11][264] - Sales mainly derived from the disposal of the dynamic hall (5,823 sqm) at Kaifeng Expo Plaza for RMB34,000,000 (approximately HK$37,000,000)[12] - Rental income from investment properties decreased by approximately 24% to HK$18,170 thousand, mainly due to the disposal of commercial properties in Haikou City and RMB exchange rate depreciation[13][266][294] - Fair value loss on investment properties was approximately HK$32,364 thousand, and provision for net realizable value of properties held for sale increased to HK$15,696 thousand, primarily due to a significant drop in unit prices of Kaifeng properties in China amid economic downturn[14][267][295] - The disposal of equity interests in Jiangyu Property (Hainan) Co Ltd and Hainan Fudi Commercial Management Co Ltd was completed for a total consideration of RMB385,000,000, recognizing a gain of approximately HK$41,300 thousand[15][268][296] Trading Business Trading revenue fell 45% to HK$28,715 thousand, resulting in a segment loss due to reduced medical equipment and home security sales - Trading business revenue significantly decreased by approximately 45% to HK$28,715 thousand, resulting in a segment operating loss of approximately HK$2,782 thousand[272][297] - Sales of medical equipment decreased by 45%, mainly due to reduced demand for air purifiers post-pandemic and delayed non-emergency orders from the Hospital Authority[271][298] - Turnover from home security and automation products decreased by 42% due to the termination of China operations and a decline in sales and demand amid Hong Kong's economic downturn[299] Other Businesses (mainly operating a hotel) Hotel revenue increased 24% with higher occupancy, but revaluation losses expanded the segment operating loss - Hotel operations revenue increased by 24% to HK$13,075 thousand, with average occupancy rising from 21% to 37%[300][273] - The segment operating loss was approximately HK$10,118 thousand, primarily due to a revaluation loss on hotel properties of approximately HK$3,436 thousand[301] Financial Review Net loss attributable to owners narrowed, total revenue grew, but gross margin declined, while other income significantly increased Net Loss and Loss Per Share Net loss attributable to owners narrowed to HK$75,691 thousand, with loss per share at 5.16 HK cents, driven by disposal gains | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net loss attributable to owners of the company | 75,691 | 90,967 | (16.80%) | | Loss per share (HK cents) | 5.16 | 6.20 | (16.77%) | - The narrowed loss was partly due to a gain on disposal of investment properties of approximately HK$41,641 thousand and a gain on disposal of subsidiaries of approximately HK$31,015 thousand[21] - The narrowed loss was offset by an increased fair value loss on equity investments to HK$104,893 thousand, a fair value loss on investment properties of HK$32,364 thousand, and an increased provision for net realizable value of properties held for sale to HK$15,696 thousand[302] Revenue Total revenue increased by 31% to approximately HK$128,000 thousand, primarily from property development and investment - Total revenue for FY2024 was approximately HK$128,000 thousand, representing a year-on-year increase of approximately 31%[23][303] - Property development and investment business revenue increased by approximately 148%, trading business revenue decreased by approximately 45%, and other business revenue increased by approximately 24%[276] Gross Profit Margin Gross profit margin decreased to 33% from 52%, mainly due to sales of lower-margin properties and reduced rental income proportion - The gross profit margin for FY2024 was approximately 33%, a decrease of approximately 19 percentage points from 52% last year[24][334] - The decline in gross profit margin was mainly due to the disposal of the lower-margin old dynamic hall at Kaifeng Expo Plaza and a decrease in the proportion of rental income (which has a significantly higher gross margin than property sales) in total turnover[304] Other Income and Gains Other income and gains significantly increased, primarily from dividend income of HK$74,865 thousand from equity investments - During the reporting period, the Group disposed of equity investments listed on the Shenzhen Stock Exchange in China, receiving dividend income of approximately HK$74,865 thousand[21][305] - The fair value loss on equity investments was HK$99,100 thousand, due to a significant drop in share prices at the disposal date compared to the previous year[277] Liquidity, Financial Resources and Gearing Ratio The Group maintained healthy liquidity, with a current ratio of 1.80 and net gearing ratio of 24%, both decreasing from last year - The Group maintained a healthy liquidity position, with working capital primarily sourced from internal resources and other borrowings[278] | Metric | March 31, 2024 | March 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Current ratio | 1.80 | 2.73 | (0.93) | | Net gearing ratio | 24% | 31% | (7%) | - The Group will explore various financing opportunities to improve its capital structure and reduce capital costs[306] Capital Expenditure Total capital expenditure for FY2024 amounted to approximately HK$339 thousand - Total capital expenditure for FY2024 was approximately HK$339 thousand[279] Commitments As of March 31, 2024, the Group had contracted but unprovided capital commitments of approximately HK$1,435 thousand - As of March 31, 2024, the Group had contracted but unprovided capital commitments of approximately HK$1,435 thousand[280] 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[307] Pledge of Group Assets Group assets with a total carrying value of approximately HK$759,660 thousand were pledged as collateral for bank credit - Group assets with a total carrying value of approximately HK$759,660 thousand were pledged as collateral for bank credit[308] Treasury Policy The Group adopts a prudent financial management approach, maintaining healthy liquidity and mitigating credit risk through continuous assessment - The Group adopts a prudent financial management approach, maintaining a healthy liquidity position and striving to mitigate credit risk[28][281] Foreign Exchange Risk The Group primarily faces RMB-denominated balance risk, with management monitoring and considering hedging significant exposures - The Group primarily faces foreign exchange risk from RMB-denominated balances, currently without a foreign currency hedging policy, but management will closely monitor and consider hedging significant foreign currency exposures[57][309] Outlook The Group is optimistic about Mainland China's economic and property market outlook, planning to expand businesses and improve services Economic Outlook in Mainland China Central government is expected to provide supportive policies for economic and property market recovery, fostering the Group's optimism - The central government is expected to continue providing proactive and accommodative monetary policies and fiscal stimulus measures to ensure stable economic growth[58][283] - The central government is expected to formulate more supportive policies and measures to revive and support the property market[58][311] - The Group remains optimistic about the medium to long-term prospects of the Mainland China property market[311] Property Development and Investment Projects in Kaifeng are largely complete and sold, with plans to lease unsold areas for additional rental income and capitalize on tourism - The "Kaifeng Century Mansion" project in Kaifeng City has completed approximately 190,000 sqm of gross floor area, with total sales contracts reaching RMB767,000,000[31] - The "Kaifeng Expo Plaza" project has been completed, with a total gross sales area of approximately 68,000 sqm and total contracts of approximately RMB573,000,000[33] - The Group plans to lease unsold areas, such as Zone F and Zone G of Kaifeng Century Mansion, to generate additional rental income and is optimistic about improvements in the tourism industry[32][61] Trading of Medical Equipment and Home Security and Automation Products The Group plans to expand medical equipment distribution, introduce diverse products, and promote AI video analytics for smart city solutions - The medical equipment market is expected to have strong demand, and the Group plans to stimulate sales growth by expanding distribution channels and introducing diversified products[35][63] - Cool Life Technology has obtained ISO13485 certification and received a grant of HK$1,100,000 from the CUHK University Technology Start-up Support Scheme[36][64] - Through its associate Axxonsoft Hong Kong Limited, the Group promotes the application of AI video analytics technology, offering functions such as crowd analysis and disease spread control[37][38] - The Group aims to provide a range of solutions for smart city development and has successfully secured its first major airport project[319][66] Hotel Operations The Group will enhance hotel service quality in Kaifeng, leveraging increasing visitor numbers and a partnership with InterContinental Hotels Group - Given the increasing number of visitors to Kaifeng City, China, the Group will continue to improve the quality of its hotel services[40] - The Group has signed an agreement with InterContinental Hotels Group's Six Continents Hotels (Shanghai) Co Ltd to operate the hotel under the "Holiday Inn Express Kaifeng Dickson" brand[68] Overall Strategy The Board will improve corporate governance, seek breakthroughs, enhance risk control, and build professional teams for long-term development - The Board will seize development opportunities by improving corporate governance, seeking industry and geographical breakthroughs, enhancing risk control and asset management capabilities, and organizing a professional talent team[321] - The Group will focus on maintaining relationships with existing customers and strengthening cooperation with quality clients to achieve stable and long-term development[321] Other Information Events After Reporting Period The Group signed new hotel lease agreements in Kaifeng and amended bond terms after the reporting period - On June 25, 2024, the Group entered into eight lease agreements to lease eight properties in Kaifeng City, planning to operate new hotel businesses under the "Orange Hotel" brand[41][290][322] - The amendment deed for the 20M bonds was signed, with part of the principal repaid to HK$15,000 thousand and the maturity date extended to August 21, 2026[291] Fund Raising in the Past Twelve Months The company entered a placing agreement for non-listed bonds up to HK$20,000 thousand at 10% interest to offset existing bonds - On January 29, 2024, the company entered into a placing agreement for non-listed bonds with a maximum principal amount of HK$20,000 thousand at an annual interest rate of 10%[323] - The net proceeds from the bond placing will be used to offset the outstanding amount of the 13M bonds[323] Human Resources The Group employed 136 staff with total welfare expenses of HK$36,000 thousand, reduced due to lower bonuses and sales commissions | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Total number of employees | 136 | N/A | N/A | | Employee benefit expenses (HK$ thousand) | 36,000 | 37,700 | (4.51%) | - The decrease in employee benefit expenses was mainly due to reduced bonuses and sales commissions in the trading segment[43] - The Group attracts and retains talent through discretionary bonuses and share options[324] Capital Structure The company adopted a share option scheme in 2022, with no changes to its capital structure or outstanding options during the period Share Option Scheme The share option scheme, adopted in 2022, allows for options up to 10% of issued shares, with no outstanding options in the period - The share option scheme was adopted on August 30, 2022, with a ten-year validity period, complying with Chapter 17 of the Listing Rules[73][45] - The maximum number of options that can be granted is 10% of the total issued shares at the adoption date, and no single eligible participant can be granted options exceeding 1% of issued shares within any 12-month period[326] - The exercise price of share options is determined by the directors, being the higher of the closing price on the grant date, the average closing price for the preceding five days, and the nominal value of the shares[327] - There were no outstanding share options during the reporting period[47] Pre-emptive Rights Neither the company's bye-laws nor Bermuda law mandate pre-emptive rights for existing shareholders to new share offerings - Neither the company's bye-laws nor Bermuda law contain provisions requiring the company to offer new shares pro-rata to its existing shareholders[76] Share-linked Agreements Excluding the share option scheme, the Group had no other share-linked agreements during the review period - Other than the share option scheme, the Group had no other share-linked agreements entered into or subsisting during the review year[77] Purchase, Redemption or Sale of Listed Securities Neither the company nor its subsidiaries purchased, redeemed, or sold any of its listed securities during the year - For the year ended March 31, 2024, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[325] Tax Relief and Exemptions for Holders of Listed Securities The company is unaware of any tax relief or exemptions provided to its shareholders for holding company shares - The company is not aware of any tax relief or exemptions offered to its shareholders for holding the company's shares[101] Continuing Connected Transactions A renewed office lease with a connected party was exempted from Listing Rules due to low percentage ratios and total consideration - Dickson Properties Limited renewed a lease agreement for its Hong Kong office with Keen Health Creation Limited, wholly owned by Mr. Tse Man Shing, the Managing Director and Chairman, at a monthly rent of HK$14,000[50][329] - This transaction constitutes a continuing connected transaction but is exempt from the reporting, annual review, announcement, and independent shareholders' approval requirements of the Listing Rules as the percentage ratios are below 5% and the total consideration is below HK$3,000,000[103][330] Corporate Governance The company largely complied with the Corporate Governance Code, with a deviation where the Chairman and CEO roles are combined Summary of Deviations from Corporate Governance Code The company deviated from C.2.1 by combining Chairman and Managing Director roles, which the Board believes ensures effective strategy execution - The company deviated from Code Provision C.2.1 of the Corporate Governance Code, with Mr. Tse Man Shing holding both the Chairman and Managing Director roles[80][105] - The Board believes this arrangement facilitates effective implementation and execution of the Group's business strategies and ensures consistency in leadership[105] - The Board will continue to review its structure and composition periodically to ensure a balance of power[105] Standard Code for Securities Transactions The company adopted and complied with the Standard Code for Securities Transactions for directors and employees with price-sensitive information - The company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period[81][332] - The company also adopted the same standard code for employees who may possess unpublished price-sensitive information and was not aware of any non-compliance[81] Independent Auditor's Review of Preliminary Results Announcement The preliminary results' financial figures were reconciled by the auditor, whose work does not constitute an assurance engagement - The consolidated financial statement figures in this preliminary results announcement have been agreed by the company's auditor, Tianzhi Hong Kong Certified Public Accountants Limited[53][106] - The auditor's work does not constitute an assurance engagement, and therefore no assurance opinion is expressed[53] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed the annual results and monitored internal controls - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and monitoring the Group's internal controls, risk management, and financial reporting matters[107] - The Audit Committee has reviewed the annual results for the reporting period and provided recommendations and opinions[82][107] Significant Investments, Acquisitions and Disposals Apart from disclosed disposals of investment properties and other properties in Hainan, there were no other significant transactions - Apart from the disclosed very substantial disposals of an investment property and certain properties in Hainan through the disposal of companies, the Group had no other significant investments, acquisitions, or disposals during the reporting period[83][108] Annual General Meeting The Annual General Meeting is scheduled for August 27, 2024, with share transfer registration suspended from August 22-27 - The company intends to hold its upcoming Annual General Meeting on August 27, 2024[84][108] - To determine eligibility for attending and voting, the company will suspend share transfer registration from August 22 to August 27, 2024[84][108] Dividends The directors do not recommend any final dividend for the reporting period, and no interim dividends were paid - The directors do not recommend the distribution of any final dividend for the reporting period, and no interim dividends were paid during the reporting period[85][109] Publication of Further Financial Information The annual results announcement is published on the HKEX and company websites, with the full annual report to be dispatched to shareholders - The annual results announcement has been published on the HKEX website and the company's website[94][110] - The annual report, containing all information required by the Listing Rules, will be dispatched to shareholders and published in due course[94]