CNC HOLDINGS-中国新华电视(08356) - 2024 - 年度财报

Financial Performance - Revenue for the year ended March 31, 2024, decreased by 5.5% to HK $468,963,000 from HK$ 496,457,000 in 2023[14] - Gross profit increased significantly by 428.2% to HK $18,063,000 compared to HK$ 3,420,000 in the previous year[14] - Loss before income tax improved by 25.0%, reducing to HK $9,677,000 from HK$ 12,906,000 in 2023[14] - Loss attributable to the owners of the Company slightly decreased by 1.2% to HK $9,324,000 from HK$ 9,440,000[14] - Basic loss per share improved marginally by 1.2% to HK $23.0 cents from HK$ 23.3 cents[14] - The company reported a deficit of HK $318.6 million for the fiscal year ending March 31, 2024[100] Assets and Liabilities - Total assets decreased by 10.8% to HK$ 218,960,000 from HK $245,543,000[14] - Cash and cash equivalents decreased by 6.6% to HK$ 48,222,000 from HK $51,619,000[14] - Total liabilities decreased by 2.8% to HK$ 622,390,000 from HK $640,349,000[14] - Equity attributable to the owners of the Company decreased by 2.2% to HK$ 405,113,000 from HK $396,277,000[14] Corporate Governance - The Audit Committee convened 3 meetings during the year to review financial results for the year ended March 31, 2023, and the first quarterly results for the three months ended June 30, 2023[54] - The Board has re-complied with Rule 5.28 of the GEM Listing Rules, ensuring the Audit Committee is chaired by an independent non-executive Director and comprises a minimum of 3 members[53] - The Audit Committee reviewed and recommended approval of the annual results for the year ended March 31, 2024, confirming compliance with applicable accounting standards[54] - The composition of the Audit Committee includes independent non-executive Directors with appropriate professional qualifications in accounting matters[53] - The Board is responsible for corporate governance functions, including compliance with legal and regulatory requirements[43] - The Company has established four committees, including the Audit Committee, to oversee specific aspects of its affairs[51] - The Board has reviewed and approved the Corporate Governance Report, ensuring compliance with legal and regulatory requirements[44] - The company emphasizes strict adherence to regulations regarding the use and disclosure of insider information[86] - The company is committed to enhancing its corporate governance practices in line with regulatory requirements[117] Shareholder Matters - Shareholders holding not less than 10% of the issued share capital can convene an Extraordinary General Meeting (EGM) by depositing a written request[62] - The Board must convene the EGM within two months after receiving a valid request from shareholders[62] - If the Board fails to convene the EGM within 21 days of the request, shareholders representing more than half of the voting rights may convene the EGM themselves[62] - The company acknowledges the importance of general meetings as a communication channel with shareholders, although it failed to hold the annual general meeting on time due to delays[95] - The Board will disclose relevant information of candidates for directorship in accordance with GEM Listing Rules during the general meeting[76] Nomination and Board Composition - The Nomination Committee may select candidates for directorship from various channels, including internal promotion and external recruitment agents[71] - The Nomination Committee evaluates candidates based on established criteria to determine their qualifications for directorship[71] - The Nomination Committee convened 2 meetings to review the structure, size, and composition of the Board[119] - The Nomination Policy aims to ensure the Board has a balance of skills, experience, and diversity of perspectives appropriate to the Company[121] - The nomination process for directors includes assessing candidates based on character, qualifications, and potential contributions[121] - The company has made significant changes in its board composition, including the appointment of new independent non-executive directors in early 2024[115] Employee Matters - The Group regularly reviews compensation and benefits policies according to industry benchmarks and individual employee performance[125] - The Group's employee contributions are valued, and various benefits are provided to retain loyal employees[125] - The company recognizes the importance of staff training and provides regular internal and external training for employees[139] - The company conducts annual staff performance appraisals to inform salary reviews and promotion decisions[139] Financial Instruments and Capital Management - The company issued convertible notes with a principal amount of approximately HK$ 607,030,000 at an interest rate of 5% per annum on December 9, 2011[159] - Each convertible note can be converted into ordinary shares at a conversion price of approximately HK $0.196 per share[159] - The maturity date for the unexercised convertible notes was extended by three years to December 9, 2017, with the interest rate reduced to 3% per annum during the extension period[160] - The maturity date of the outstanding Existing Convertible Bonds has been extended to December 9, 2025, with a retrospective interest rate reduction from 3% to 0.8% per annum from December 10, 2021, to December 9, 2025[162] - The company has entered into multiple supplemental deeds to extend the maturity and conversion periods of the Existing Convertible Bonds over the years[161][162] - The company will redeem the outstanding principal amount of the Existing Convertible Bonds if they have not been converted by the respective maturity dates[161][162] Recent Developments - The company has appointed Mr. Chan Chun Kit as Company Secretary and Chief Financial Officer on May 23, 2024[86] - The company has appointed new executive directors on April 16, 2024, including Mr. Hui Ka Tsun as CEO[140] - The Company entered into a share subscription agreement on February 5, 2024, to issue 1,666,666,667 shares at a subscription price of HK$ 0.012 per share, totaling HK$20,000,000[193] - The share subscription was completed on April 15, 2024[193] - The Board approved the adoption of the Amended and Restated Memorandum and Articles of Association, which was approved by shareholders on 31 May 2024[197] - A share consolidation of 100 to 1 was approved by shareholders on 17 June 2024 and became effective on 19 June 2024[197] - The Financial Statements for the year ended 31 March 2024 have been audited by HLB Hodgson Impey Cheng Limited, which will offer itself for re-appointment at the forthcoming AGM[197]