Financial Performance - The group's revenue increased by approximately HKD 813,000 (or 4.2%) to about HKD 20,053,000 for the year[8]. - The group recorded a loss of approximately HKD 49,748,000, an increase of about HKD 13,521,000 (or 37.3%) compared to the previous year[9]. - Rental income for the year was approximately HKD 14,643,000, up about HKD 1,905,000 (or 15%) from last year[12]. - The fair value loss on investment properties was approximately HKD 48,900,000, compared to HKD 41,600,000 in the previous year[13]. - Dividend income decreased by approximately HKD 1,092,000 (or about 16.8%) to approximately HKD 5,410,000[17]. - The group sold certain equity instruments at a total consideration of approximately HKD 2,148,000, resulting in a realized gain of approximately HKD 235,000[17]. - The fair value loss on equity instruments measured at fair value through profit or loss was approximately HKD 15,085,000, compared to HKD 6,782,000 in the previous year[17]. - The fair value of the group's investment properties as of March 31, 2024, was HKD 856,700,000, down from HKD 902,600,000 in the previous year[13]. - The group recorded a profit of approximately HKD 10,456,000 from the leasing segment, an increase of about HKD 1,121,000 (or 12%) from last year[12]. - As of March 31, 2024, the total value of the group's investment properties was HKD 61,300,000, down from HKD 63,000,000 in the previous year[28]. Financial Position and Liquidity - The group held cash reserves of approximately HKD 140,604,000 as of March 31, 2024, compared to HKD 134,256,000 in the previous year[25]. - The total amount of bank loans was approximately HKD 16,295,000, which must be repaid within one year[24]. - The group's securities portfolio had a total investment cost of HKD 68,486,000, with a fair value of HKD 49,977,000, resulting in a loss of HKD 10,241,000 during the year[1]. - The group’s top five long-term securities investments accounted for 4.5% of total assets[1]. - The group’s total bank borrowings to shareholder equity ratio was maintained at 1.5%[24]. - The group reported a total of HKD 102,450,000 in trading securities with a fair value of HKD 45,351,000, resulting in a loss of HKD 15,218,000 during the year[22]. - The group has no contingent liabilities as of March 31, 2024[29]. Market Conditions and Risks - The rental market in Hong Kong remains uncertain, with landlords adopting a wait-and-see approach, leading to minimal or flat rental growth[34]. - Construction material costs have significantly increased and are expected to remain high, impacting the decision to continue or postpone development projects[34]. - The group faces high project, liquidity, and delay risks due to high interest rates and economic downturns, necessitating careful feasibility assessments[36]. - The local economic recovery is slower than expected, with changing consumer patterns and increased cross-border spending affecting the business environment[35]. - The property market atmosphere remains weak despite the increase in transaction volume following the removal of demand management measures by the Hong Kong government[49]. - The group plans to continue monitoring market conditions, interest rate trends, and bank lending policies to make decisions in the best interest of shareholders[49]. - The group plans to cautiously evaluate project cost-effectiveness and market dynamics before accelerating or slowing down redevelopment plans[12]. Corporate Governance - The company emphasizes high standards of corporate governance, focusing on transparency, independence, and accountability[56]. - The board consists of two executive directors, three non-executive directors, and three independent non-executive directors[58]. - The board held four meetings during the year, achieving a participation rate of 97%[60]. - The company has adopted the "Code of Conduct for Directors' Securities Transactions" as per the Listing Rules, ensuring compliance throughout the year[57]. - The company is committed to maintaining high ethical standards and corporate governance practices[54]. - The board believes that its current structure and decision-making model are appropriate for the changing economic environment[56]. - The company will continuously review its policies and operational practices to ensure alignment with its corporate culture and values[55]. - The board's responsibilities include formulating group strategies and overseeing business management, with all strategic decisions requiring prior approval from the executive directors[58]. - The board has established mechanisms to ensure independent opinions are available, with a review of compliance with the minimum threshold for independent non-executive directors[63]. - The board believes that the mechanism for obtaining independent opinions is effective and has been implemented successfully as of March 31, 2024[66]. Risk Management - The board has confirmed the effectiveness and adequacy of the group's risk management and internal control systems for the year ending March 31, 2024[102]. - The independent review report by IPA found no significant weaknesses in the risk management and internal control systems, ensuring timely remedial actions for any identified deficiencies[102]. - The group has established a three-line defense framework for risk management, including continuous identification and assessment of financial and non-financial risks[103]. - The internal risk management and control reports are submitted annually to the audit committee for review, ensuring compliance with Hong Kong Financial Reporting Standards[105]. Environmental, Social, and Governance (ESG) - The company has established an Environmental, Social, and Governance (ESG) working group to monitor and assess ESG-related risks and performance, which are integrated into the risk management and internal control systems[125]. - The company has implemented an environmental policy to reduce operational costs and carbon footprint, focusing on energy and paper usage[131]. - The company has conducted a risk assessment regarding climate change impacts, focusing on extreme weather events[135]. - Total greenhouse gas emissions for the year 2024 were 8.72 tons, a 1.0% increase from 8.63 tons in 2023[136]. - Indirect emissions from purchased electricity accounted for 66.1% of total emissions in 2024, with 5.76 tons reported, up from 5.67 tons in 2023, reflecting a 1.6% increase[136]. - Paper waste from office activities generated 0.44 tons of emissions in 2024, a 22.2% increase from 0.36 tons in 2023[136]. - Energy consumption increased to 14,780 kWh in 2024, a 1.7% rise from 14,540 kWh in 2023[140]. - Energy expenditure rose to HKD 23,534 in 2024, marking a 7.9% increase from HKD 21,804 in 2023[140]. - The company has not reported any significant harmful or non-harmful waste generation during the year[132]. - The company has not faced any penalties or legal issues related to environmental regulations during the year[128]. Employee and Board Diversity - Employee compensation for the year ending March 31, 2024, was approximately HKD 4,453,000, an increase from HKD 4,302,000 in the previous year[43]. - The board currently consists of six male directors and two female directors, achieving a gender diversity ratio of 25%[85]. - The company aims to maintain at least one female director or a female director ratio of 25%, whichever is lower, to enhance gender diversity on the board[85]. - The nomination committee focuses on diversity within the board[80]. - The company has not reported any violations of health and safety regulations in the past three years[152]. - The company has implemented measures to ensure a healthy and safe working environment, particularly in response to COVID-19[152]. - The company has not reported any incidents of workplace injuries or fatalities in the past three years[152]. - 25% of employees received training in 2024, maintaining the same percentage as in 2023[156]. - Total hours of job-related training remained constant at 40 hours for employees in both years[156]. Shareholder Communication and Dividends - The company aims to provide stable and sustainable returns to shareholders through a consistent dividend policy, proposing an interim dividend of HKD 0.02 and a final dividend of HKD 0.12 per ordinary share[121]. - The board of directors reviews the implementation and effectiveness of the shareholder communication policy annually, ensuring timely and effective dissemination of information to shareholders and investors[118]. - The company ensures that all announcements contain accurate and non-misleading information, presenting both positive and negative facts clearly[104]. - The company will consider various factors, including financial performance and market conditions, when determining dividend payments[123]. - The company will not distribute any specific amount of dividends in any given period, as the board retains the discretion to review and amend the dividend policy[123]. - Shareholders holding at least 2.5% of voting rights can request the presentation of proposals at the annual general meeting[110]. - Shareholders holding at least 5% of the total voting rights can request the company to convene a shareholders' meeting, with written requests needing to specify the meeting's purpose[113]. - The company encourages shareholder participation in annual general meetings and allows for email inquiries directly to the board[115]. Board Committees and Meetings - The audit committee held two meetings during the year ending March 31, 2024, with a 100% attendance rate[97]. - The remuneration committee consists of three independent non-executive directors and one executive director, with a 100% attendance rate at the only meeting held during the year[75]. - The nomination committee, chaired by Ms. Chan, has a 100% attendance rate at its meeting[80]. - The company has adopted a board diversity policy since June 2014, considering various factors such as gender, age, cultural background, and professional experience in board member selection[84]. - All independent non-executive directors are invited to serve on board committees, enhancing the independent perspective in decision-making[64]. - The company secretary regularly circulates training materials to directors, promoting continuous professional development[69]. - The board has received training records for all directors, ensuring they are well-informed about company operations and responsibilities[70]. Miscellaneous - The company has not made significant changes to its organizational documents during the fiscal year ending March 31, 2024[116]. - The company has not encountered any confirmed incidents of corruption or legal proceedings related to bribery during the year[160]. - The company has engaged employees and directors in approximately 95 hours of volunteer service throughout the year, an increase from 56 hours in 2023[161]. - The company has established a whistleblowing policy to report any misconduct or violations, ensuring fair and appropriate investigations[160]. - The company emphasizes the importance of supply chain management for sustainable growth, focusing on contractor performance evaluation[157]. - The company has not entered into any stock-linked agreements during the fiscal year[171]. - The company has maintained its primary business focus on property and stock investment, property development, and securities trading without significant changes during the fiscal year[165]. - The auditor for the company, Crowe (HK) CPA Limited, has been retained for the past three years and will be proposed for reappointment at the upcoming annual general meeting[198].
永发置业(00287) - 2024 - 年度财报