Management Changes - The company appointed Ms. Zhang Chunping as Chief Executive Officer on July 1, 2023, following the resignation of Ms. Chung, Elizabeth Ching Yee on the same date[5]. - The company has undergone significant management changes, including the appointment of new committee members on October 1, 2023[6]. - Ms. Zhang Chunping was appointed as a director on 1 October 2023, while Ms. Chung, Elizabeth Ching Yee resigned on the same date[21]. - The company has appointed new independent non-executive Directors effective from 1 October 2023[106]. Financial Performance - The company reported a consolidated statement of profit or loss and other comprehensive income, indicating financial performance metrics[4]. - As of 31 March 2024, the company had 1,457,238,414 shares issued[33]. - Brilliant Chapter Limited holds 834,851,294 shares, with 20% of its issued share capital held by Source Mega Limited[33]. - The remuneration for annual audit and non-audit services provided by the auditors amounted to HK$1,006,000 and HK$814,000 respectively[186][188]. - The Audit Committee reviewed the Group's unaudited quarterly and interim results and audited annual results for the year ended 31 March 2024, confirming compliance with applicable accounting standards[181]. Corporate Governance - The company emphasizes the importance of compliance with GEM Listing Rules to ensure accurate and complete reporting[2]. - The Group is committed to achieving high standards of business ethics and corporate governance across all activities and operations[70]. - The Board is responsible for the overall management of the Group, formulating the Group's strategic direction and corporate governance[73]. - The current composition of the Board includes more than one third being Independent Non-Executive Directors (INEDs), exceeding independence requirements under the Listing Rules[78]. - The Chairman and Chief Executive Officer roles are separated and exercised by different individuals, complying with corporate governance standards[83]. Risk Management - The Company considers its risk management and internal control systems effective and adequate after an annual review[98]. - The Board is responsible for maintaining effective risk management and internal control systems to safeguard assets and ensure compliance with relevant regulations[187][190]. - The risk management and internal control systems are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatement[187]. - The Group has engaged an external independent internal control consultant to review the adequacy and effectiveness of its risk management and internal control systems during the year[190][191]. Board Committees - The Board has established four committees: Remuneration Committee, Nomination Committee, Audit Committee, and Independent Board Committee to oversee specific aspects of the Company's affairs[144]. - The primary duties of the Audit Committee include reviewing the Group's financial reporting system and internal control procedures[160]. - The Nomination Committee held two meetings during the year to review the structure, size, and composition of the Board of Directors[179]. - The Remuneration Committee comprises three independent non-executive Directors, responsible for recommending remuneration policies and reviewing specific packages for executive Directors and senior management[147]. Compliance and Training - The company emphasizes the importance of continuous professional development for directors, ensuring they stay updated on business and industry developments[122]. - The Company has mechanisms in place for INEDs to express opinions openly and confidentially when necessary[81]. - The Company is committed to arranging and funding suitable training for all directors to ensure they are fully aware of their roles and responsibilities under the Listing Rules and applicable legal requirements[123]. - The Company Secretary has taken no less than 15 hours of relevant professional training during the year under review[105]. Shareholder Relations - The independent financial advisor has been appointed to provide opinions to the independent board committee and independent shareholders regarding the proposed transactions[115]. - The independent auditor's report is included in the annual report, affirming the responsibility for the financial statements[116]. - The Company has a Whistleblowing Policy to guide reporting of fraud and misconduct, ensuring confidentiality of whistleblowers[193][194]. - No incidents of fraud or misconduct affecting the Group's financial statements were reported during the relevant period[196].
朗华国际集团(08026) - 2024 - 年度财报