Financial Performance - For the year ended March 31, 2024, the Group's revenue remained nil, unchanged from the previous year[17]. - The loss attributable to owners of the Company increased to approximately HK$28,727,000, up by approximately HK$5,925,000 or 25.98% compared to HK$22,802,000 in the previous year[17]. - The net asset value per share decreased to HK$0.437 as of March 31, 2024, down from HK$0.759 in 2023[17]. - Other income for the year ended March 31, 2024, was approximately HK$8,082,000, a decrease of approximately HK$2,249,000 or 21.77% from HK$10,331,000 in 2023[28]. - The net loss on financial assets at fair value through profit or loss for the year ended March 31, 2024, was approximately HK$787,000, compared to a net gain of approximately HK$2,518,000 in 2023[29]. - Impairment losses under the expected credit loss model for the year ended March 31, 2024, were approximately HK$1,619,000, a decrease of approximately HK$5,068,000 or 75.79% from HK$6,687,000 in 2023[36]. - Administrative and other expenses for the year ended March 31, 2024, amounted to approximately HK$32,482,000, representing an increase of approximately HK$6,350,000 or 24.30% from HK$26,132,000 in 2023[39]. - The Group's total staff costs for the year ended March 31, 2024, were approximately HK$6,776,000, an increase from HK$6,048,000 in 2023[38]. Financial Position - As of March 31, 2024, the Group had cash and cash equivalents of approximately HK$16,166,000, an increase from approximately HK$3,997,000 in 2023[19]. - The current ratio was approximately 2.54 as of March 31, 2024, down from 5.34 in 2023[19]. - The gearing ratio was approximately 15.77% as of March 31, 2024, slightly down from 16.15% in 2023[20]. - The Group's net current assets were approximately HK$219,042,000 as of March 31, 2024, compared to HK$225,346,000 in 2023[19]. - The total debts amounted to approximately HK$59,625,000 as of March 31, 2024, up from HK$44,185,000 in 2023[20]. - The debt total as of March 31, 2024, was approximately HK$59,625,000, up from HK$44,185,000 in 2023, resulting in a debt-to-equity ratio of approximately 15.77%[24]. - The Group's current assets net value and total assets net value were approximately HK$219,042,000 and HK$378,125,000 respectively, compared to HK$225,346,000 and HK$273,676,000 in the previous year[23]. Dividend and Shareholder Returns - The Board has decided not to declare a final dividend for the year[17]. - The Company did not recommend the payment of a dividend for the year ended 31 March 2024[93]. - As of March 31, 2024, the Company had approximately HK$222,564,000 in distributable reserves available for distribution to shareholders, an increase from HK$222,129,000 in 2023[151]. Investment Strategy - The Board has reassessed market conditions and plans to adopt a more active investment strategy, focusing on medium to long-term appreciation of listed securities[48]. - The Group aims to explore diversified investment opportunities across various industries while strengthening its financial situation to provide favorable returns to shareholders[49]. - The company has achieved net gains from its listed securities this year and plans to continue holding them for medium to long-term appreciation[51]. - The board has reassessed the recent market conditions and determined to adopt a more aggressive investment strategy moving forward[51]. - The group aims to explore more diversified investment opportunities across different industries in the new fiscal year[51]. - The company emphasizes the implementation of effective and compliant internal controls to enhance financial stability and provide substantial returns to shareholders[51]. - The Group's principal activities remain focused on investment for capital appreciation and investment in listed and unlisted securities, with no significant changes during the year[92]. - The Company continues to explore opportunities for market expansion and new investment strategies as part of its growth plan[94]. Capital Raising Activities - The Group raised approximately HK$54.1 million through a Rights Issue, with net proceeds of approximately HK$52.7 million after expenses[102]. - A total of 229,830,914 Rights Shares were applied for, representing approximately 63.77% of the total offered under the Rights Issue[102]. - The company successfully placed all 130,563,945 unsubscribed Rights Shares at a price of HK$0.150 per share, raising approximately HK$54.1 million[103]. - The net proceeds from the Rights Issue amounted to approximately HK$52.7 million after deducting all related expenses[105]. - The net proceeds from the Placing were approximately HK$92.5 million, which will be used for future investment opportunities, repayment of borrowings, and general working capital[109]. - The company completed the Placing of 144,000,000 shares at a price of HK$0.65 per share on 23 February 2024[110]. - Actual use of the net proceeds from the Rights Issue included HK$8.5 million for general working capital and HK$44.2 million for repayment of borrowings and finance costs[111]. - The maximum number of Placing Shares represented approximately 20% of the entire issued share capital of the company[116]. - The net proceeds from the previous Placing on 15 September 2022 were approximately HK$37.4 million, intended for future investment opportunities and general working capital[118]. - As of the latest practicable date, approximately HK$17.4 million of the previous Placing proceeds were used for a commercial bill in the public transport sector[122]. - The company plans to utilize the unutilized proceeds from the Placing for investments, repayment of borrowings, and general working capital[120]. Board and Management Changes - Mr. Deng Dongping appointed as deputy chairman of the Board since December 11, 2023, and joint chairman since January 22, 2024[66]. - Mr. Zhu Zhikun has extensive experience in multi-dimensional investments, particularly in mineral resources development and logistics information[67]. - Mr. Ge Zhifu appointed as deputy chairman of the Board since December 11, 2023, with a background in investment and education management[68]. - Mr. Lyu Ping has served as chairman of various cultural and legal committees, contributing to major projects in state-owned enterprise restructuring[69]. - Ms. Mo Xiuping has been appointed as non-executive Director since April 19, 2023, with a strong background in financial management and consulting[76]. - Ms. Mo Li serves as chairlady of the Remuneration Committee and has rich experience in financial and management business[80]. - The company has a diverse board with members holding significant positions in various industries, enhancing strategic decision-making capabilities[74]. - The board includes members with extensive legal and investment backgrounds, which may support future mergers and acquisitions[69][68]. - The company is focused on expanding its leadership in financial consulting and investment management through experienced directors[76]. - The appointment of young directors like Mr. Zhu Zhikun indicates a strategic move towards innovation and modern investment strategies[67]. - The Company has independent non-executive directors with extensive experience in finance and management, enhancing governance and oversight[86][88][87]. - The Company has undergone changes in its board of directors, with new appointments and redesignations occurring throughout the year[163]. Risk Management and Compliance - The company is exposed to various key risks including credit risk, interest rate risk, liquidity risk, operational risk, and market risk[131][133]. - The company has allocated resources to ensure compliance with regulatory requirements, including the Listing Rules and other relevant laws[137][142]. - The company values its relationships with key stakeholders, including shareholders and employees, to enhance corporate value[138][144]. - The company aims to provide competitive remuneration and career advancement opportunities to its employees[140][145]. - The Company has maintained strong relationships with its bankers, facilitating necessary funding as required[146]. - There are no major customers or suppliers for the Company, as it primarily engages in investments for capital appreciation in listed and unlisted securities[152]. Share Capital and Options - The total number of shares issued by the Company as of March 31, 2024, is 864,789,718[172]. - Directors' shareholdings include Mr. Han Zhenghai and Mr. Deng Dongping, each holding 1,110,900 shares, representing approximately 0.13% of the total shareholding[171]. - Mr. Zhu Zhikun holds 4,890,000 shares, accounting for approximately 0.57% of the total shareholding[171]. - Zhang Hai holds 25,614,000 shares (2.96%) and has an interest in a controlled corporation holding 87,359,945 shares (10.10%), totaling 112,973,945 shares (13.06%)[177]. - Infinite Apex International Corporation, beneficially owned by Zhang Hai, holds 87,359,945 shares (10.10%) in the company[177]. - Yitong Enterprise Group Holdings Limited holds 72,424,000 shares (8.37%) as a beneficial owner[177]. - Shuo Kang International Limited holds 58,144,000 shares (6.72%) as a beneficial owner[177]. - China Hui Shang Enterpriser Association International Group Limited holds 56,000,000 shares (6.48%) as a beneficial owner[177]. - Yang Weixu and Ng Yu hold 53,222,000 shares (6.15%) and 52,560,000 shares (6.08%) respectively[177]. - The maximum number of shares for options under the share option scheme is capped at 10% of the total shares in issue at the time of adoption[187]. - Any grant of options to substantial shareholders or directors that exceeds 0.1% of shares in issue or HK$5 million requires shareholder approval[188]. - The subscription price for options must be at least the higher of the closing price on the grant date or the average closing price for the preceding five business days[190]. - The Scheme Mandate Limit approved by shareholders on December 28, 2018, was 88,218,572 shares, refreshed to 19,064,785 shares on September 16, 2021[194]. - As of March 31, 2024, the outstanding share options were 2,903,174 shares after an increase of 826,427 shares due to the Rights Issue on August 11, 2023[200]. - During the financial year ended March 31, 2024, 1,110,900 share options lapsed, and no share options were exercised[200]. - The number of shares to be issued upon exercise of the outstanding First Granted Options increased to 3,888,148 shares due to the Rights Issue[195]. - The number of shares to be issued upon exercise of the outstanding Second Granted Options increased to 125,926 shares due to the Rights Issue[196]. - The exercise price for share options is determined by the board but cannot be lower than the closing price on the grant date or the average closing price over the preceding five trading days[193]. - The total outstanding share options at the beginning of the financial year was 3,187,647 shares[198]. - The share options can be exercised at any time within 10 years from the date they are granted[193]. - The company must obtain shareholder approval for granting options that exceed 0.1% of the issued shares within 12 months[192]. - The company requires independent non-executive director approval for granting options to directors or major shareholders[192].
资本界金控(00204) - 2024 - 年度财报