Financial Performance - The financial year ended on March 31, 2024, with significant reporting on the company's performance[2]. - For the year ended 31 March 2024, the Group's revenue was approximately HK$14,160,000, a decrease of 36.3% from HK$22,220,000 in 2023[173]. - The cost of sales for the year was approximately HK$3,215,000, down from HK$3,499,000 in 2023, including property sales cost of HK$2,162,000[173]. - The Group recorded a gross profit of approximately HK$10,945,000, a decline of 41.8% from HK$18,721,000 in 2023[173]. - Other gains for the year amounted to approximately HK$18,813,000, a decrease of 23.1% from HK$24,409,000 in 2023[173]. - The decrease in revenue was attributed to unfavorable property market sentiment in the PRC, impacting sales and rental income[173]. - The overall economic conditions in the PRC remain stagnant, with no quick recovery expected in the near future[173]. - The Group recorded a loss attributable to owners of the Company amounting to approximately HK$8,347,000 for the Year, significantly reduced from HK$246,172,000 in 2023[176]. - The Group recorded a profit from property development and investment segment of approximately HK$18,320,000 for the Year, a turnaround from a loss of approximately HK$109,944,000 in 2023[186]. Governance and Board Structure - The company has adopted a board diversity policy to enhance performance and support strategic goals, considering factors such as gender, age, and professional experience[35]. - The board reserves key strategic matters for its approval, including corporate governance practices and material transactions[32]. - Independent non-executive directors provide strong support for the board's responsibilities, confirming their independence annually[34]. - The company is focused on maintaining a balance in board diversity to comply with listing requirements[35]. - The Company has adopted the Corporate Governance Code and complied with all applicable provisions except for the deviation regarding the insurance cover for Directors, which has not been in place since May 21, 2018[55]. - The Nomination Committee comprises four Independent Non-executive Directors and one Executive Director, focusing on reviewing the Board's structure and assessing the independence of Directors[69]. - The Remuneration Committee, consisting of four Independent Non-executive Directors, has reviewed the remuneration packages and confirmed that the existing terms for Directors are fair and reasonable[76]. - The Board is composed of five Executive Directors, three Non-executive Directors, and four Independent Non-executive Directors, with the Chairperson being Ms. Ouyang Yanling[82]. - The Company encourages Directors to engage in continuous professional development to stay updated on legal and regulatory changes[64]. - The Company has been liaising with various insurance companies to arrange appropriate insurance cover for Directors and officers[55]. - The Company has confirmed that all Directors complied with the securities trading standards throughout the Year[70]. - The Company is committed to enhancing its corporate governance practices as outlined in its annual report[61]. Risk Management and Internal Controls - The Group emphasizes the importance of sound risk management and internal control systems to mitigate risk exposures[115]. - The Board is responsible for corporate governance matters, including compliance with legal and regulatory requirements[132]. - The Audit Committee's primary duties include overseeing the integrity of financial statements and monitoring compliance with accounting standards[129]. - The Board is satisfied that the risk management and internal control systems of the Group are effective and adequate based on ongoing reviews[116]. - The Group's risk management and internal control systems are reviewed at least once a year to ensure their effectiveness[115]. - The Audit Committee held four meetings during the Year to review the Group's financial reporting system and internal controls[107]. - The Group's audited financial statements for the year ended March 31, 2023, were discussed and approved by the Audit Committee in June 2024[108]. - The Board engaged an external professional advisor to conduct an annual review of the risk management and internal control systems, with recommendations properly followed up[116]. Business Development and Strategy - The company is focusing on business development and operational oversight in the graphite mining sector[46]. - The company has a strategic emphasis on mergers and acquisitions within the mining industry[46]. - The company aims to leverage the expertise of its directors for market expansion and new product development[46][54]. - The company has been expanding its board with experienced directors in the graphite and investment sectors[46][47]. - The Group expanded its core businesses to mining by acquiring two companies engaged in mineral exploration and mining activities in Yunnan, PRC[178]. - The Group acquired 100% equity interests in Yonyin, whose subsidiary Jiuyuan holds a mining license for lead and zinc, with production expected to commence in Q4 2024[184]. - The Group acquired 73.1% equity interests in Yongming, whose subsidiary Jinhao is in the process of applying for a mining license, with production expected to start in the second half of 2025[184]. Financial Reporting and Compliance - The consolidated financial statements for the year ended March 31, 2024, have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (HKFRSs) and the disclosure requirements of the Companies Ordinance of Hong Kong[87]. - Fair value measurements for financial instruments and investment properties are based on market participant assumptions and are determined at the measurement date[87]. - The company has consistently applied its principal accounting policies to the years presented, ensuring compliance with HKFRSs[87]. - The financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value[87]. - The remuneration paid to the auditors for audit services amounted to HK$1,100,000, while non-audit services totaled HK$1,635,000[133]. - Non-audit services primarily included professional services related to significant disposal and major acquisition reporting during the year[133]. - The Audit Committee believes that the independence of the auditors was not compromised by the provision of non-audit services[133].
中加国信(00899) - 2024 - 年度财报