富石金融(02263) - 2024 - 年度财报

Company Information This section provides essential information on Richfield Financial Holdings Limited, including its board, committees, offices, and key professional advisors - The Board of Directors consists of one Non-executive Chairman, two Executive Directors, and three Independent Non-executive Directors[4] - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to support corporate governance[4] - The company's auditor is BDO Limited, with Chiyu Bank, Chong Hing Bank, Dah Sing Bank, and HSBC as principal bankers[4][5] Chairman's Statement The Chairman's Statement reviews the Group's 2024 operations, highlighting its long-standing financial services in Hong Kong and optimistic future growth plans - The Group has provided comprehensive financial services in Hong Kong for twenty years, including securities trading, placing, underwriting, and asset management[6] - The Group successfully completed its first placing project in the debt capital market this year, diversifying revenue streams[6] - Future prospects include GEM listing reform and potential US Fed rate cuts, with plans to expand product offerings, services, client base, and explore new markets like the Middle East[6][7] Management Discussion and Analysis This section details the Group's performance, financial position, risk management, use of proceeds, and outlook, noting significant growth in placing and underwriting despite market challenges Industry Review During the review year, global economic uncertainties and interest rate hikes impacted financial market confidence, leading to a decline in Hong Kong's stock market and trading volumes - Global economic stagnation and continuous US Federal Reserve interest rate hikes led to a loss of financial market confidence, with investors shifting to cash deposits[10] Key Financial Indicators | Indicator | March 31, 2023 | March 28, 2024 | Change | | :--- | :--- | :--- | :--- | | Hang Seng Index | 20,400 points | 16,541 points | Decreased by 18.9% | | Average daily turnover in Hong Kong securities market | 125 Billion HKD (2022) | 105 Billion HKD (2023) | Decreased by 15.9% | | Total funds raised in Hong Kong market | 253.9 Billion HKD (2022) | 150.7 Billion HKD (2023) | Decreased by 40.7% | Business Review The Group offers integrated financial services, with total revenue increasing by 22.2% year-on-year, driven by placing and underwriting, though net profit attributable to owners significantly decreased by 70.3% - The Group's principal operating subsidiary, Richfield Securities Limited, is licensed by the SFC for Type 1 (securities dealing), Type 4 (advising on securities), and Type 9 (asset management) regulated activities[12] Key Financial Performance | Indicator | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 45,100 | 36,900 | Increased by 22.2% | | Net Profit Attributable to Owners | 3,600 | 12,000 | Decreased by 70.3% | | Adjusted Net Profit (excluding impairment losses) | 16,200 | 17,700 | Decreased by 8.5% | Securities Trading Services Securities trading services saw a decline in brokerage commission income by 24.5% and margin financing interest income by 29.0%, with segment profit significantly reduced due to increased impairment losses Securities Trading Services Performance | Indicator | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Year-on-year Change | % of Total Revenue (2024) | | :--- | :--- | :--- | :--- | :--- | | Brokerage Services Commission Income | 5,700 | 7,600 | Decreased by 24.5% | 12.6% | | Brokerage Services Segment Profit | 2,300 | 4,100 | Decreased by 44.4% | - | | Margin Financing Services Interest Income | 19,700 | 27,800 | Decreased by 29.0% | 43.8% | | Margin Financing Services Segment Profit | 7,100 | 21,200 | Decreased by 66.6% | - | | Impairment Loss Provision for Accounts Receivable | 12,700 | 5,700 | Increased by 122.8% | - | - As of March 31, 2024, the Group had 611 active securities accounts, a decrease from the previous year[17] Placing and Underwriting Services Placing and underwriting services demonstrated strong performance, with commission income surging by 1,165% to HKD 19.7 million, significantly broadening revenue sources Placing and Underwriting Services Performance | Indicator | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Year-on-year Change | % of Total Revenue (2024) | | :--- | :--- | :--- | :--- | :--- | | Commission Income | 19,700 | 1,600 | Increased by 1,165% | 43.6% | | Segment Profit | 203 | 13 | Increased by 1,462% | - | | Number of Projects Completed | 7 | 8 | Decreased by 1 | - | - The Group successfully completed its first placing activity in the debt capital market, significantly expanding its revenue sources[19] Asset Management Services Asset management services maintained revenue at HKD 4,000, incurring a segment loss of approximately HKD 191,000, indicating challenges in expansion amid an unfavorable investment climate Asset Management Services Performance | Indicator | 2024 (HKD) | 2023 (HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 4,000 | 4,000 | No change | | Segment Loss | 191,000 | 206,000 | Decreased by 7.3% | Financial Review This section reviews the Group's financial performance, including revenue growth, increased operating expenses, decreased net profit, robust liquidity, and a zero gearing ratio, alongside disclosures on staff costs and investments Key Financial Performance | Indicator | 2024 (Thousand HKD) | 2023 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 45,100 | 36,900 | Increased by 22.2% | | Other Operating Expenses | 6,900 | 5,800 | Increased by 18.6% | | Net Profit for the Year | 3,600 | 12,000 | Decreased by 70.3% | - Net profit decreased primarily due to reduced interest income from margin financing services and increased impairment losses on accounts receivable[24] Key Financial Position | Indicator | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Total Bank Balances and Cash | 230,700 | 132,100 | Increased by 74.6% | | Net Current Assets | 350,700 | 347,700 | Increased by 0.9% | | Gearing Ratio | Zero | Zero | No change | - The Group had no bank borrowings, no assets pledged, no significant capital commitments, and no contingent liabilities during the review year[28][29][34] Employee Information | Indicator | 2024 | 2023 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Number of Employees | 15 | 15 | No change | | Staff Costs | 11,000 | 10,400 | Increased by 5.8% | - The Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures, nor any significant investments during the review year[36][37] Use of Proceeds The Group raised approximately HKD 90.6 million in net proceeds from its listing, with HKD 46.9 million (51.8%) utilized by March 31, 2024, primarily for expanding placing and underwriting, funding margin financing, and working capital Use of Net Proceeds from Listing | Business Strategy | Net Proceeds Allocated in Prospectus (Million HKD) | Actual Use of Net Proceeds as of March 31, 2024 (Million HKD) | Unutilized Net Proceeds as of March 31, 2024 (Million HKD) | Expected Timeline for Full Utilization of Balance | | :--- | :--- | :--- | :--- | :--- | | Expansion of Placing and Underwriting Business | 27.0 | 27.0 | – | – | | Funding for Margin Financing Business | 10.2 | 10.2 | – | – | | Establishment and Renovation of New Office | 15.7 | – | 15.7 | End of 2026 | | Workforce Expansion | 12.9 | 1.1 | 11.8 | End of 2026 | | Upgrade of Information Technology Systems | 9.0 | – | 9.0 | End of 2026 | | Promotion and Marketing | 7.2 | – | 7.2 | End of 2026 | | Working Capital | 8.6 | 8.6 | – | – | | Total | 90.6 | 46.9 | 43.7 | - | - The Group adopts a conservative yet flexible approach to using the proceeds, planning to resume expansion and development plans when the global economic environment stabilizes[42] Dividends The Board of Directors does not recommend declaring a final dividend for the review year, consistent with the previous year - The Board of Directors does not recommend declaring a final dividend for the review year (2023: nil)[45] Outlook and Prospects The Group remains confident in Hong Kong's financial services leadership, anticipating new opportunities from GEM listing reforms and US Federal Reserve interest rate cuts, while planning market expansion and cost control - GEM listing regime reform and potential US Federal Reserve interest rate cuts are expected to bring more business opportunities for placing and underwriting services and the securities market[46] - The Group plans to explore new markets such as the Middle East, expanding its product and service offerings and client base[46] - The Group will continue to control operating costs to enhance cost-effectiveness and profitability through efficient use of financial resources[46] Biographies of Directors and Senior Management This section details the professional backgrounds, experience, and key responsibilities of Richfield Financial Holdings Limited's Board members and senior management, highlighting their extensive expertise across various financial and operational domains - Mr. Li Qingsong serves as Non-executive Director and Chairman of the Board, with over 20 years of industrial and commercial administration experience, co-founding Anchor Land Holdings, Inc., a Philippine-listed real estate company[48] - Mr. Xu Wenchao is an Executive Director and Chief Executive Officer, responsible for the Group's overall business development, operations, and management, serving as a director and responsible officer of Richfield Securities since 2008[49] - Mr. Wu Xizhao is an Executive Director, responsible for overseeing Richfield Securities' risk management and margin policies, and is a responsible officer for various regulated activities[52] - Independent Non-executive Directors Dr. Yang Sunxi, Mr. Li Wenxing, and Ms. Zeng Aoyan possess extensive experience and professional qualifications in their respective fields (e.g., manufacturing, accounting, law), providing independent advice to the company[53][54][56] - Senior management includes Mr. Hu Minxin (Financial Controller and Company Secretary), responsible for financial reporting, planning, monitoring, and company secretarial matters, and Mr. Lin Xuanjie (Executive Head of Equity Capital Market Department), overseeing the department and identifying potential clients[57] Directors' Report The Directors' Report outlines the Group's principal activities, financial results, share capital, stakeholder relations, environmental policy, legal compliance, and corporate governance for the year ended March 31, 2024 Principal Activities and Business Review The Group operates as an integrated financial services provider through Richfield Securities, engaging in licensed activities such as securities dealing, advising on securities, and asset management - The Group's principal operating subsidiary, Richfield Securities Limited, is licensed by the SFC for Type 1 (securities dealing), Type 4 (advising on securities), and Type 9 (asset management) regulated activities[61] Results and Dividends The Group's results for the review year are presented in the consolidated financial statements, with the Board not recommending any dividend payment, consistent with the prior year - The Directors do not recommend paying any dividend for the review year (2023: nil)[64] Financial Summary A summary of the Group's audited consolidated results, assets, and liabilities for the past five financial years is disclosed on page 148 of the annual report, but it does not form part of the audited consolidated financial statements - A summary of the Group's audited consolidated results and statements of assets and liabilities for the past five financial years is presented on page 148 of the annual report[65] Share Capital and Issued Shares Details of changes in the Company's share capital and issued shares during the review year are provided in Note 26 to the consolidated financial statements - Details of changes in share capital are provided in Note 26 to the consolidated financial statements[67] Subsidiaries Relevant details of the Company's subsidiaries are disclosed in Note 33 to the consolidated financial statements - Details of subsidiaries are provided in Note 33 to the consolidated financial statements[68] Key Relationships with Stakeholders The Group is committed to sustainable operations and engages with stakeholders through regular activities to gather feedback on environmental, social, and governance policies - The Group is committed to sustainable operations and encourages stakeholders to provide feedback on environmental, social, and governance policies through regular stakeholder engagement activities[69] Key Relationships with Employees and Customers The Group values strong relationships with its employees and customers, recognizing their importance for achieving business objectives, and reported no significant disputes during the review year - The Group experienced no serious or significant disputes with employees and customers during the review year[71] Environmental Policy and Performance The Group is dedicated to promoting environmental sustainability and striving to be an environmentally friendly enterprise, with detailed ESG policies and performance disclosed in the annual report - The Group is committed to promoting environmental sustainability and strives to be an environmentally friendly enterprise[72] Compliance with Relevant Laws and Regulations To the best of the Board's and management's knowledge, the Group has complied with all material laws and regulations significantly impacting its business and operations, with no serious breaches during the review year - The Group has complied with all material laws and regulations significantly impacting its business and operations, with no serious breaches or non-compliance during the review year[73] Pre-emptive Rights Neither the Company's articles of association nor Cayman Islands law contain pre-emptive rights provisions requiring the Company to offer new shares proportionally to existing shareholders - Neither the Company's articles of association nor Cayman Islands law contains pre-emptive rights provisions[76] Property and Equipment Details of changes in the Company's and Group's property and equipment are provided in Note 17 to the consolidated financial statements, with no investment properties held during the review year - Details of changes in property and equipment are provided in Note 17 to the consolidated financial statements[77] - The Group held no investment properties during the review year[77] Issued Debt Securities The Group did not issue any debt securities during the review year - The Group did not issue any debt securities during the review year[78] Equity-Linked Agreements The Group had no equity-linked agreements entered into or subsisting during the review year - The Group had no equity-linked agreements entered into or subsisting during the review year[79] Reserves and Distributable Reserves Details of changes in the Group's reserves are presented in the consolidated statement of changes in equity, with the Company's distributable reserves decreasing to approximately HKD 57,595,000 as of March 31, 2024 - Details of changes in the Group's reserves are presented in the consolidated statement of changes in equity[80] Company's Distributable Reserves | Indicator | March 31, 2024 (Thousand HKD) | March 31, 2023 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Company's Distributable Reserves | 57,595 | 59,785 | Decreased by 3.7% | Bank Borrowings As of March 31, 2024, the Group had no bank borrowings, consistent with the previous year - As of March 31, 2024, the Group had no bank borrowings (2023: nil)[81] Major Customers As of March 31, 2024, sales to the Group's five largest customers accounted for 58.7% of total sales, with the largest customer contributing 38.2%, and no beneficial interests held by directors or major shareholders Sales to Major Customers | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Sales to five largest customers as % of total sales | 58.7% | 32.0% | | Sales to largest customer as % of total sales | 38.2% | 7.9% | - No directors, their associates, or any shareholders (to the best of the directors' knowledge, holding over 5% of the Company's issued share capital) held any beneficial interest in the Group's five largest customers[83] Employees and Remuneration Policy As of March 31, 2024, the Group employed 15 staff, with remuneration determined by qualifications, responsibilities, contributions, and seniority, and total staff costs for the year were approximately HKD 11.0 million Employee Information | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Number of Employees | 15 persons | 15 persons | | Staff Costs | 11.0 Million HKD | 10.4 Million HKD | - Remuneration for key executives is reviewed by the Remuneration Committee based on Group performance and individual contributions[86] Management Contracts No contracts concerning the management and administration of the Group's whole or any substantial part of its business were entered into or subsisted during the review year - No contracts concerning the management and administration of the Group's whole or any substantial part of its business were entered into or subsisted during the review year[88] Connected Transactions Significant related party transactions entered into by the Group for the year ended March 31, 2024, are disclosed in Note 28 to the consolidated financial statements and are fully exempt from Listing Rules requirements - Significant related party transactions are disclosed in Note 28 to the consolidated financial statements and are fully exempt from shareholder approval, annual review, and all disclosure requirements under the Listing Rules[89] Directors This section lists the directors in office during the review year and up to the date of the annual report, detailing their biographies and arrangements for rotation and re-election, with independent non-executive directors' independence confirmed - The Board of Directors includes Non-executive Director Mr. Li Qingsong, Executive Directors Mr. Xu Wenchao and Mr. Wu Xizhao, and Independent Non-executive Directors Dr. Yang Sunxi, Mr. Li Wenxing, and Ms. Zeng Aoyan[91] - In accordance with the articles of association, one-third of the directors are subject to retirement by rotation, with each director retiring at least once every three years[91] - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers them all to be independent of the Company[92] Permitted Indemnity Under the articles, directors are indemnified from the Company's assets and profits for liabilities incurred in performing their duties, and the Company has arranged appropriate insurance for directors and officers - Each director is entitled to indemnification from the Company's assets and profits for all actions, costs, losses, etc., incurred in the performance of their duties[93] - The Company has arranged appropriate insurance for potential legal actions against its directors and officers[93] Directors' Service Contracts No director proposed for re-election at the forthcoming annual general meeting has a service contract with the Company or its subsidiaries that is not terminable within one year without payment of compensation - No director proposed for re-election at the forthcoming annual general meeting has a service contract with the Company and/or any of its subsidiaries that is not terminable within one year without payment of compensation[95] Retirement Benefit Schemes The Group operates a Mandatory Provident Fund Scheme (MPF Scheme) with employer and employee contributions, where the Group's sole responsibility is to make specified contributions, with no forfeited contributions during the review year - The Group operates a Mandatory Provident Fund Scheme, requiring contributions from both employers and employees at prescribed rates[96] - The Group's sole responsibility under the MPF Scheme is to make specified contributions, with no forfeited contributions during the review year[96][97] Contractual Interests of Controlling Shareholders Except as disclosed in the "Connected Transactions" section, no significant contracts were entered into or subsisted between the Company or its subsidiaries and controlling shareholders or their subsidiaries during the review year - Except as disclosed in the "Connected Transactions" section, no significant contracts were entered into or subsisted between the Company or its subsidiaries and controlling shareholders or their subsidiaries during the review year[98] Non-Competition Undertaking The controlling shareholders have entered into a non-competition undertaking with the Company, committing not to engage in businesses competing with the Group, and independent non-executive directors have confirmed compliance - The controlling shareholders have entered into a non-competition undertaking, committing not to directly or indirectly engage in businesses competing with the Group[100] - Independent Non-executive Directors have reviewed and confirmed that the controlling shareholders have complied with all undertakings during the review year[101] Directors' Interests in Transactions, Arrangements or Contracts Throughout the review year, except for disclosures in the "Connected Transactions" section, no director or their associated entity had a material interest in any significant transaction, arrangement, or contract to which the Company or its subsidiaries were a party - Throughout the review year, except for disclosures in the "Connected Transactions" section, no director or their associated entity had a material interest in any significant transaction, arrangement, or contract to which the Company or its subsidiaries were a party[103] Directors' Interests in Competing Businesses During the review year, no director, controlling shareholder, or their close associates held any interest in businesses competing or potentially competing with the Group's business - During the review year, no director, controlling shareholder, or their close associates held any interest in any business that competes or may compete with the Group's business[104] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the review year - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the review year[105] Directors' Rights to Acquire Shares or Debentures Except as disclosed in the section "Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures," no director, their spouse, or children under 18 were granted or exercised any rights to acquire benefits by purchasing Company shares during the review year - Except as disclosed in the section "Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures," no director, their spouse, or children under 18 were granted or exercised any rights to acquire benefits by purchasing Company shares during the review year[106] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of March 31, 2024, Mr. Li Qingsong held a 75% interest in the Company through controlled corporations; otherwise, no directors or chief executives had disclosable interests or short positions in the Company's or its associated corporations' securities Directors' Interests in Shares | Director Name | Capacity/Nature of Interest | Number and Class of Securities | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Li Qingsong | Interest in controlled corporation | 750,000,000 shares (L) | 75% | - Mr. Li Qingsong owns 60% of the issued share capital of Wanshun Holdings Limited, and is therefore deemed to have an interest in the shares held by Wanshun[110][111] Major Shareholders' Interests in Shares and Underlying Shares As of March 31, 2024, Wanshun Holdings Limited beneficially owned 75% of the Company's shares, with Ms. Yang Lili, Ms. Shi Meiya, and Mr. Wu Haixuan also deemed to hold the same proportion due to controlled corporate or spousal interests Major Shareholders' Interests in Shares | Shareholder Name | Capacity/Nature of Interest | Number and Class of Securities | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Wanshun Holdings Limited | Beneficial owner | 750,000,000 shares (L) | 75% | | Ms. Yang Lili | Interest in controlled corporation | 750,000,000 shares (L) | 75% | | Ms. Shi Meiya | Spouse's interest | 750,000,000 shares (L) | 75% | | Mr. Wu Haixuan | Spouse's interest | 750,000,000 shares (L) | 75% | - Wanshun is owned by Mr. Li Qingsong (60%) and Ms. Yang Lili (40%) respectively[115] Specific Performance Obligations of Controlling Shareholders Under Financing Agreement I with HSBC, controlling shareholders Mr. Li Qingsong and Ms. Yang Lili undertook not to pledge or encumber Company shares without prior consent, with zero outstanding loan amount as of March 31, 2024 - Mr. Li Qingsong and Ms. Yang Lili undertook not to pledge or otherwise encumber the Company's shares without HSBC's prior written consent[119] - As of March 31, 2024, the outstanding loan amount under Financing Agreement I was zero HKD[122] Share Option Scheme The Company's share option scheme aims to incentivize eligible participants and enhance Group performance, with a limit of 10% of issued shares and a 10-year validity, but no outstanding options during the review year - The share option scheme aims to incentivize eligible participants, including full-time or part-time employees, executives, officers, directors, consultants, advisors, suppliers, customers, and agents[123] - The maximum number of shares involved in the share option scheme shall not exceed 10% of the total issued shares on the listing date (i.e., 100,000,000 shares)[123][125] - The exercise price shall not be less than the highest of the official closing price of the shares on the Stock Exchange on the date of grant, the average official closing price for the five business days immediately preceding the date of grant, and the nominal value of the shares[125] - During the review year, there were no outstanding, granted, exercised, cancelled, or lapsed share options[125][126] Significant Litigation During the review year, the Group was not involved in any significant litigation or arbitration, nor were there any pending or threatened significant lawsuits or claims - During the review year, the Group was not involved in any significant litigation or arbitration, nor were there any pending or threatened significant lawsuits or claims[128] Use of Net Proceeds from Listing The Group raised approximately HKD 90.6 million in net proceeds from its initial public offering, with HKD 46.9 million (51.8%) utilized by March 31, 2024, and the remaining HKD 43.7 million (48.2%) held in Hong Kong licensed banks Net Proceeds from IPO | Indicator | Amount (Million HKD) | % of Total Net Proceeds | | :--- | :--- | :--- | | Net proceeds raised from IPO | 90.6 | - | | Net proceeds utilized | 46.9 | 51.8% | | Net proceeds unutilized | 43.7 | 48.2% | Public Float Based on public information and the directors' knowledge, at least 25% of the Company's total issued share capital was held by the public as of the annual report date - As of the annual report date, at least 25% of the Company's total issued share capital was held by the public[130] Charitable Donations The Group made no charitable donations during the review year, consistent with the previous year - The Group made no charitable donations during the review year (2023: nil)[132] Tax Relief The Company is unaware of any tax relief available to shareholders by virtue of their shareholding; shareholders with questions should consult professional advisors - The Company is unaware of any tax relief available to shareholders by virtue of their shareholding[133] Events After Reporting Period The Group had no significant events after the end of the review year - The Group had no significant events after the end of the review year[134] Auditors A resolution will be proposed at the forthcoming annual general meeting to re-appoint BDO Limited as the Company's independent auditor - A resolution will be proposed at the forthcoming annual general meeting to re-appoint BDO Limited as the Company's independent auditor[135] Corporate Governance Report This report details Richfield Financial Holdings Limited's corporate governance practices, including board composition, committee functions, risk management, and shareholder communication, affirming compliance with Listing Rules Corporate Governance Practices The Company applied the principles and code provisions of the Corporate Governance Code during the review year and believes it has complied with all code provisions - The Company applied the principles and code provisions of the Corporate Governance Code as set out in Appendix C3 of the Listing Rules during the review year[138] - The Board believes that the Company has complied with all code provisions of the Corporate Governance Code throughout the review year[139] Board of Directors The Board comprises six directors, including one non-executive chairman, two executive directors, and three independent non-executive directors, with no inter-relationships, and service contracts/letters of appointment in place - The Board of Directors comprises six directors: one Non-executive Director (Chairman Mr. Li Qingsong), two Executive Directors (Mr. Xu Wenchao and Mr. Wu Xizhao), and three Independent Non-executive Directors (Dr. Yang Sunxi, Mr. Li Wenxing, and Ms. Zeng Aoyan)[140] - Board members have no inter-relationships[141] - The Company has entered into three-year service contracts with each Executive Director and three-year letters of appointment with the Non-executive Director and each Independent Non-executive Director[141] Responsibilities, Accountability and Contribution of the Board and Management The Board is responsible for major decisions, business and investment plans, financial reporting, and profit distribution, while senior management handles daily operations, business development, finance, and marketing - The Board is responsible for convening general meetings, determining business and investment plans, preparing annual financial budgets and final accounts, and formulating profit distribution proposals[144] - Senior management is responsible for the day-to-day management of the Group's business, including overseeing general operations, business development, finance, marketing, and operations[145] Chairman and Chief Executive Officer Mr. Li Qingsong serves as Chairman, ensuring effective board operation and leadership, while Mr. Xu Wenchao, as CEO, focuses on business development and daily management, with clearly defined responsibilities - Mr. Li Qingsong is the Chairman, responsible for the effective functioning and leadership of the Board[146] - Mr. Xu Wenchao is the Chief Executive Officer, focusing on the Company's business development and daily management and operations[146] Independent Non-executive Directors During the review year, the Board complied with Listing Rules regarding independent non-executive directors, with at least three such directors forming half the Board, one possessing professional qualifications, and all having confirmed their independence - The Board complies with Listing Rules requiring the appointment of at least three Independent Non-executive Directors (comprising half of the Board), one of whom must possess appropriate professional qualifications or expertise in accounting or related financial management[147] - The Company has received annual written confirmations from each Independent Non-executive Director, confirming their independence[147] Appointment, Re-election and Removal of Directors The articles of association stipulate procedures for the appointment, re-election, and removal of directors, including the requirement for one-third of directors to retire by rotation at each annual general meeting, with each director retiring at least once every three years - The articles of association stipulate that one-third of the directors must retire by rotation at each annual general meeting, and each director must retire at least once every three years at an annual general meeting[148] Securities Transactions by Directors The Company has adopted the Model Code as the required standard for directors' securities transactions, and all directors have confirmed compliance during the review year - The Company has adopted the Model Code as the required standard for directors' securities transactions[151] - All directors have confirmed their continuous compliance with the Model Code during the review year[151] Directors' Training and Professional Development New directors receive formal, comprehensive, and tailored induction training, and all directors participated in continuous professional development during the review year, including briefings and professional publications - Each newly appointed director receives formal, comprehensive, and tailored induction training to ensure proper understanding of the Company's business, operations, and directors' duties and responsibilities[152] - During the review year, all directors complied with Code Provision C.1.4 of the Corporate Governance Code by participating in continuous professional development, including receiving regular briefings from the Company Secretary/management and reading technical bulletins and journals[153][154] Board Meetings The Board held 4 meetings during the review year, meeting the Corporate Governance Code's requirement of at least four annual meetings, and the Chairman met with independent non-executive directors without other directors present - During the review year, the Board held 4 meetings, complying with the Corporate Governance Code's requirement of at least four meetings annually[158] - The Chairman held 1 meeting with Independent Non-executive Directors without other directors present[158] - All directors attended the Board meetings and general meetings[160] Board Committees The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist in fulfilling its responsibilities and overseeing specific activities, each with defined terms of reference and regular meetings Audit Committee The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Li Wenxing, assists the Board with independent oversight of financial reporting, risk management, and internal control systems, holding two meetings during the review year - The Audit Committee comprises three Independent Non-executive Directors: Mr. Li Wenxing (Chairman), Dr. Yang Sunxi, and Ms. Zeng Aoyan[163] - Its primary responsibilities include assisting the Board in providing an independent perspective on financial reporting, risk management, and the effectiveness of internal control systems, and overseeing the audit process[163] - During the review year, 2 meetings were held to review the Group's annual and interim results, changes in accounting standards, financial reporting, risk management, and internal control systems, and to consider the re-appointment of auditors[164][167][169] Remuneration Committee The Remuneration Committee, composed of the non-executive director Mr. Li Qingsong and two independent non-executive directors, chaired by Dr. Yang Sunxi, recommends remuneration policies and reviews management's proposals, holding two meetings during the review year - The Remuneration Committee comprises Non-executive Director Mr. Li Qingsong and two Independent Non-executive Directors, Dr. Yang Sunxi (Chairman) and Mr. Li Wenxing[168] - Its primary responsibilities include providing recommendations on the remuneration policy and structure for all directors and senior management, and reviewing and approving management's remuneration proposals[168] - During the review year, 2 meetings were held to review and formulate the Company's remuneration policy for directors and senior management, and to evaluate the performance of Executive Directors[170][172][173] Nomination Committee The Nomination Committee, chaired by non-executive director Mr. Li Qingsong and including two independent non-executive directors, reviews board structure and diversity, and recommends appointments, holding one meeting during the review year - The Nomination Committee comprises Non-executive Director Mr. Li Qingsong (Chairman) and two Independent Non-executive Directors, Dr. Yang Sunxi and Mr. Li Wenxing[172] - Its primary responsibilities are to review the Board's structure, size, and diversity, and to make recommendations on Board appointments[172] - During the review year, 1 meeting was held to review the Board's structure, size, and composition, and to assess the independence of Independent Non-executive Directors[175][176][177] Nomination Policy The Board has adopted a nomination policy outlining criteria and procedures for selecting board candidates, aiming for diversity and efficiency, considering qualifications, skills, integrity, experience, and diversity factors - The Board has adopted a nomination policy outlining criteria and procedures for selecting board candidates, aiming to achieve board diversity and enhance efficiency[176] - Candidate evaluation comprehensively considers qualifications, skills, integrity, experience, and diversity factors (e.g., gender, age, cultural and educational background, ethnicity, professional experience)[176] - The nomination policy also includes a Board succession plan to assess vacancies and identify suitable candidates in advance[178] Board Diversity Policy The Board has adopted a diversity policy to achieve board diversity by considering factors such as gender, age, cultural and educational background, and professional experience, with the Nomination Committee regularly reviewing diversity objectives - The Board has adopted a diversity policy to achieve board diversity by considering factors such as gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and other qualities[179] - The Nomination Committee has considered measurable objectives based on gender, age, professional experience, and ethnicity, and reviews the Board's diversity at least annually[179] - The Company complied with Listing Rule 13.92 regarding gender diversity on the Board during the review year[179] Remuneration Policy The Group's remuneration for directors and senior management includes salaries, directors' fees, benefits-in-kind, discretionary bonuses, and share options, determined by reference to comparable company remuneration, Group performance, and individual performance - The Group's remuneration for directors and senior management includes salaries, directors' fees, benefits-in-kind, discretionary bonuses, and share options[181] - Remuneration is determined by reference to comparable company remuneration, Group performance, and individual performance, and is reviewed and recommended by the Remuneration Committee[181] Directors' and Senior Management's Remuneration For the year ended March 31, 2024, the annual remuneration of directors and senior management, including share-based compensation, shows that most personnel earned between HKD 0 and HKD 2,000,000 Directors' and Senior Management's Annual Remuneration | Annual Remuneration Range | Number of Persons (2024) | | :--- | :--- | | HKD 0 to HKD 1,000,000 | 4 | | HKD 1,000,001 to HKD 2,000,000 | 3 | | HKD 2,000,001 to HKD 3,000,000 | 1 | Corporate Governance Functions The Board oversees the Group's overall management and strategic planning, ensuring directors receive timely and appropriate information for informed decision-making, and directors may seek independent professional advice at the Company's expense - The Board is responsible for overseeing the Group's overall management and strategic planning, ensuring directors receive timely and appropriate information for informed decision-making[183] - Directors may seek independent professional advice upon reasonable request, with costs borne by the Company[183] Risk Management and Internal Control The Board is committed to maintaining effective risk management and internal control systems to manage, rather than eliminate, risks, with management responsible for risk identification and monitoring, and an independent internal audit provider assessing system effectiveness - The Board is committed to maintaining effective risk management and internal control systems, aiming to manage rather than eliminate risks of not achieving business objectives[185] - Management is responsible for identifying, analyzing, assessing, responding to, monitoring, and communicating risks related to any activity, function, or process[185] - The Group has implemented an information disclosure policy to ensure access to potential inside information under strict confidentiality until consistent and timely disclosure is made in accordance with Listing Rules[185] - The Group has engaged an independent internal audit service provider to review the effectiveness of its risk management and internal control systems, which the Board and Audit Committee deem effective and adequate[187] Company Secretary Mr. Hu Minxin, the Company Secretary and a full-time employee of the Group, completed no less than 15 hours of relevant professional training during the review year, complying with Listing Rules - Mr. Hu Minxin, the Company Secretary and a full-time employee of the Group, completed no less than 15 hours of relevant professional training during the review year[188] Auditor's Remuneration BDO Limited was appointed as auditor for the review year, providing audit, interim review, and non-audit services, with total remuneration amounting to HKD 1,078 thousand Auditor's Remuneration | Service Type | Amount (Thousand HKD) | | :--- | :--- | | Audit Services | 850 | | Interim Review | 200 | | Non-audit Services | 28 | | Total | 1,078 | Confirmation of Responsibility for Consolidated Financial Statements Directors confirm their responsibility for preparing the Group's consolidated financial statements based on a going concern basis, appropriate accounting policies, and prudent judgment, with the auditor's reporting responsibilities detailed in the independent auditor's report - Directors confirm their responsibility for preparing the Group's consolidated financial statements, based on a going concern basis, appropriate accounting policies, and prudent, fair, and reasonable judgments and estimates[193][196] Communication with Shareholders and Investor Relations The Company values effective communication with shareholders through general meetings, its website, and email to enhance investor understanding of the Group's performance and strategies, with the Board satisfied with the communication policy's implementation - The Company believes that effective communication with shareholders is crucial for enhancing investor relations and understanding of the Group's business performance and strategies[194] - General meetings provide a communication platform between the Board and shareholders, and all company communications are also published on the company website[194] - The Board has reviewed the implementation and effectiveness of the shareholder communication policy and considers the results to be satisfactory[195] Shareholders' Rights Shareholders holding at least one-tenth of the Company's paid-up capital have the right to requisition an extraordinary general meeting and can submit proposals and written inquiries to the Board and Company Secretary - Shareholders holding not less than one-tenth of the Company's paid-up capital have the right to requisition the Board to convene an extraordinary general meeting[198] - Shareholders may submit proposals to the Board and Company Secretary by written request[199] - Shareholders may send written inquiries to the Company at its principal place of business in Hong Kong[200] Dividend Policy The Company has adopted a dividend policy without a predetermined payout ratio, with future dividends and amounts at the Board's discretion, dependent on operating results, financial position, future prospects, capital commitments, and applicable laws - The Company has adopted a dividend policy but does not stipulate any predetermined dividend payout ratio[201] - Future dividend payments and amounts will be at the Board's discretion, depending on the Group's operating results, financial position, future prospects, capital commitments, and applicable laws[201] - The Company may declare and pay dividends through cash or scrip dividends or other methods deemed appropriate by the Board[203] Changes to Constitutional Documents Effective September 26, 2023, the Company adopted its second amended and restated Memorandum and Articles of Association to incorporate 14 "core standards" for shareholder protection under Appendix A1 of the Listing Rules, with no other changes during the review year - Effective September 26, 2023, the Company adopted its second amended and restated Memorandum and Articles of Association to incorporate 14 "core standards" for shareholder protection under Appendix A1 of the Listing Rules[204] - Aside from the aforementioned change, there were no other changes to the Company's constitutional documents during the review year[204] Environmental, Social and Governance Report This ESG report outlines Richfield Financial Holdings Limited's ESG performance for the period from April 1, 2023, to March 31, 2024, covering governance, stakeholder engagement, environmental protection, labor practices, operational practices, anti-corruption, and community investment About This Report This ESG report details Richfield Financial Holdings Limited's ESG performance for the period from April 1, 2023, to March 31, 2024, covering its main business activities and prepared in accordance with the HKEX ESG Reporting Guide - This ESG report covers the reporting period from April 1, 2023, to March 31, 2024[207] - The report scope covers the Group's principal business activities (brokerage services, margin financing services, placing and underwriting services), accounting for approximately 100% of total revenue and total employees[208] - The ESG report is prepared in accordance with the HKEX ESG Reporting Guide and references the Sustainability Accounting Standards Board (SASB) standards[209] - This report was approved by the Group's Board of Directors on June 28, 2024[216] ESG Governance The Group has established a three-tier ESG governance structure comprising the Board, management, and operational levels, with the Board overseeing ESG management and strategy, and an ESG working group assisting in execution and reporting - The Group has established a three-tier ESG governance structure: decision-making level (Board of Directors), organizational level (management), and execution level (business units and subsidiaries)[218][219] - The Board of Directors is responsible for overseeing ESG management and performance, ensuring effective ESG risk management and internal control systems, and setting ESG objectives[220] - The ESG Working Group, chaired by an Executive Director, is responsible for collecting and analyzing ESG data, monitoring and evaluating ESG performance, and reporting to the Board[222] - The Board oversees the materiality assessment process and integrates sustainability factors into the Group's strategic planning and business model[223] Stakeholder Engagement The Group engages with internal and external stakeholders, including government, investors, business partners, customers, employees, and the community, to understand their expectations and concerns regarding ESG issues, assess risks, and improve sustainability strategies - Stakeholder engagement helps the Group understand their views and concerns regarding business operations and ESG-related issues[225] - Key stakeholders include government and regulatory bodies, investors and shareholders, business partners, customers, the environment, industry, employees, the community, and the public, with communication conducted through various channels[226][227] Materiality Assessment The Group conducted a materiality assessment during the reporting period, identifying and prioritizing key ESG issues with significant impact on business operations and stakeholder interests through three stages: issue identification, prioritization, and confirmation - The materiality assessment comprises three stages: issue identification, prioritization, and confirmation of material issues[230] - The assessment is conducted through peer benchmarking, market research, stakeholder surveys, and management questionnaires[230] - The Board and ESG Working Group review and confirm the assessment results to identify and prioritize material ESG issues[230] Environmental Protection The Group is committed to environmental protection through its Environmental Policy, monitoring greenhouse gas emissions, waste generation, and energy consumption, and has set new environmental targets despite some increases in emission and energy intensity - The Group has formulated an Environmental Policy in its Operations Manual, outlining expectations for employees regarding environmental practices[235] - During the reporting period, the Group found no serious breaches of environmental laws and regulations[235] Emissions The Group's service-oriented business generates minimal direct air pollutants or hazardous waste, with greenhouse gas emissions primarily from electricity consumption (Scope 2), and a target to reduce emission intensity by 5% by 2028 - The Group's business is primarily service-oriented, involving no manufacturing or production processes, thus not directly generating significant air pollutants, hazardous waste, or packaging materials[237] - Greenhouse gas emissions are mainly energy indirect greenhouse gas emissions (Scope 2) from electricity consumption, with no direct greenhouse gas emissions (Scope 1)[238] Greenhouse Gas Emissions | Greenhouse Gas Emissions | Unit | 2024 | 2023 | Year-on-year Change | | :--- | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2e | 14 | 14 | No change | | －Direct Greenhouse Gas Emissions (Scope 1) | tonnes of CO2e | – | – | No change | | －Energy Indirect Greenhouse Gas Emissions (Scope 2) | tonnes of CO2e | 14 | 14 | No change | | Intensity | tonnes of CO2e/employee | 0.93 | 0.93 | No change | - The Group aims to reduce greenhouse gas emission intensity by 5% by 2028, using 2023 as the baseline year[249] Waste Management The Group primarily generates non-hazardous waste (waste paper) and has reduced its total non-hazardous waste density by approximately 16.70% through digitalization and paperless initiatives, setting a new target to reduce it by 5% by 2028 - The Group's non-hazardous waste primarily consists of waste paper, with minimal hazardous waste[241][242] - The Group reduces waste paper through electronic system approvals, email communication, and paperless communication options[243] Non-Hazardous Waste | Non-Hazardous Waste | Unit | 2024 | 2023 | Year-on-year Change | | :--- | :--- | :--- | :--- | :--- | | Total Non-Hazardous Waste | kg | 374 | 449 | Decreased by 16.7% | | Intensity | kg/employee | 24.93 | 29.93 | Decreased by 16.7% | - The Group aims to reduce non-hazardous waste generation intensity by 5% by 2028, using 2023 as the baseline year[249] Resource Usage The Group's primary energy consumption is electricity, with total energy consumption density increasing by approximately 5.00% due to post-pandemic operational recovery and new office renovation, while water consumption remains minimal - The Group's primary form of energy consumption in daily office operations is electricity, categorized as indirect energy consumption[245] Energy Consumption | Energy Consumption | Unit | 2024 | 2023 | Year-on-year Change | | :--- | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 21 | 20 | Increased by 5.0% | | Intensity | MWh/employee | 1.40 | 1.33 | Increased by 5.0% | - The increase in total energy consumption density is primarily due to the Group's resumption of operations post-COVID-19 pandemic and the renovation of new offices in January 2024[246] - The Group's water consumption is minimal and insignificant, thus no quantitative targets have been set[247] - The Group aims to reduce total energy consumption density by 5% by 2028, using 2023 as the baseline year[249] Environment and Natural Resources The Group is committed to environmental protection and resource efficiency, assessing environmental impacts, implementing control measures, and enhancing environmental sustainability through sustainable development plans and employee awareness - The Group is committed to addressing environmental protection needs and improving resource efficiency by enhancing its environmental management system to assess the potential environmental impacts of business activities[251] - The Group is committed to enhancing its contribution to environmental sustainability through sustainable development plans and environmental protection measures, regularly reviewing business practices to improve energy and resource efficiency[252] - The Group regularly monitors and measures indoor air quality, and places air purification equipment to maintain satisfactory levels[253] Climate Change The Group implements a Climate Change Policy to identify and address physi