Business Operations - The Group acquired a 34% equity interest in Yun Lee (Tim Kee) Marine Construction Limited, completed in May 2023, which is expected to drive future revenue and profit growth [9]. - The Group operates a fleet comprising 57 self-owned vessels and charters additional vessels from third-party suppliers to meet service demands [18]. - The Group provided vessel chartering services primarily to marine construction contractors for major projects, including the Three-Runway System project at Hong Kong International Airport [20]. - The Group has over 20 years of operating history in maritime services, focusing on vessel chartering, ship management, and marine construction [18]. - The Group's services include time charter, voyage charter, crew provision, maritime consultation, and vessel repair and maintenance [18]. - The Group's marine construction services are mainly provided to contractors for marine construction projects in Hong Kong [18]. Financial Performance - The Group's total revenue increased by approximately 39.5%, from HK$239,876,000 for the year ended 31 March 2023 to HK$334,604,000 for the year ended 31 March 2024 [28]. - The cost of revenue increased by approximately 58.8%, from HK$154,424,000 for the year ended 31 March 2023 to HK$245,194,000 for the year ended 31 March 2024 [31]. - The Group's gross profit increased by approximately 4.6%, from HK$85,452,000 for the year ended 31 March 2023 to HK$89,410,000 for the year ended 31 March 2024 [34]. - The gross profit margin decreased by approximately 8.9 percentage points from approximately 35.6% for the year ended 31 March 2023 to approximately 26.7% for the year ended 31 March 2024 [34]. - Other income decreased by approximately 43.7%, from HK$4,734,000 for the year ended 31 March 2023 to HK$2,667,000 for the year ended 31 March 2024 [35]. - Other gains increased from other losses of HK$534,000 for the year ended 31 March 2023 to other gains of HK$11,203,000 for the year ended 31 March 2024 [36]. - Administrative expenses increased by approximately 57.9%, from HK$43,338,000 for the year ended 31 March 2023 to HK$68,413,000 for the year ended 31 March 2024 [42]. - Finance costs increased from HK$60,000 for the year ended 31 March 2023 to HK$824,000 for the year ended 31 March 2024 [43]. - Profit attributable to owners of the Company decreased by approximately 12.3%, from HK$36,011,000 for the year ended 31 March 2023 to HK$31,584,000 for the year ended 31 March 2024 [49]. - Basic earnings per share decreased from approximately HK3.60 cents for the year ended 31 March 2023 to approximately HK3.16 cents for the year ended 31 March 2024 [49]. Investments and Acquisitions - The Group acquired an additional 34% equity interest in YLTK for a total consideration of HK$23,800,000, increasing its ownership to 51% [71]. - The company acquired an additional 34% stake in Run Li Tian Ji for a total price of HK$23,800,000, with an upfront payment of HK$11,900,000 and the remaining amount settled via a promissory note at an interest rate of 5% [75]. - The sellers guaranteed that the audited net profit attributable to Run Li Tian Ji will not be less than HK$70,000,000 for the fiscal years ending March 31, 2024, 2025, and 2026, with a commitment to cover any shortfall [75]. - As of May 2, 2023, the company holds a 51% stake in Run Li Tian Ji, which has become a non-wholly owned subsidiary [75]. Financial Position and Ratios - Trade and other receivables increased by approximately 40.5%, from HK$51,128,000 as at 31 March 2023 to HK$71,837,000 as at 31 March 2024 [51]. - The Group's current ratio decreased from approximately 5.1 as at 31 March 2023 to approximately 2.0 as at 31 March 2024 [58]. - Gearing ratio was approximately 7.23% as at 31 March 2024, compared to nil as at 31 March 2023 [59]. - Capital expenditure for the year ended 31 March 2024 was HK$2,748,000, a significant decrease from HK$32,778,000 in the previous year [65]. - As of March 31, 2024, the company had bank and other borrowings and lease liabilities of HK$5,470,000 secured by equipment with a carrying value of HK$5,457,000 [78]. - There were no significant contingent liabilities reported as of March 31, 2024 [76]. - The company has no other material pledges of assets as of March 31, 2024 [79]. Corporate Governance - The Company has adopted the principles and code provisions of the Corporate Governance Code and has complied with it for the year ended 31 March 2024, except for provision A.2.1 regarding the separation of roles of chairman and chief executive officer [123]. - The Board consists of five directors, including two executive directors and three independent non-executive directors, ensuring a strong independence element in its composition [128]. - The Company engaged an independent internal control adviser to review its procedures, systems, and controls, and has adopted recommended internal control improvement measures [119]. - The Company has confirmed compliance with the Model Code for Securities Transactions by Directors for the year ended 31 March 2024, with no incidents of non-compliance reported [125]. - The Company has a strong commitment to high corporate governance standards to safeguard shareholder interests and enhance corporate value [119]. - The Company has adopted a "Board Diversity Policy" to enhance performance quality and the Nomination Committee is responsible for monitoring its implementation [176]. - The Board has established three committees: Audit, Remuneration, and Nomination, each with specific written terms of reference [165]. Risk Management - The Audit Committee is tasked with overseeing the Group's financial reporting system, risk management, and internal control systems [169]. - The Board concluded that the Group's risk management and internal control systems are effective and adequate, with ongoing assessments conducted by the Audit Committee and senior management [186]. - The Company has implemented a risk management strategy that includes risk elimination, risk mitigation, and risk retention to address various risks [197]. - The Group's risk governance structure includes clear responsibilities for the Board, Audit Committee, and senior management in managing risks [189]. - The risk management process includes annual risk reporting by senior management, with independent external consultants assessing risks and discussing solutions for material internal control defects [194]. Management and Personnel - The management team has over 20 years of experience in the maritime services industry, with key executives involved in the overall management and business development of the group [84][88]. - Mr. Ng Simon has over 24 years of experience in the financial industry, focusing on corporate finance advisory and fundraising [99]. - Mr. Cheung Tai Kee has over 30 years of experience in the marine industry, responsible for overall management of ship management services [102]. - Mr. Chow Wai Ming has over 20 years of experience in the maritime services industry, managing vessel chartering and related services [104]. - Mr. Lo Kwun Kit joined the Group as financial controller and company secretary on October 30, 2023, with over 10 years of relevant experience [109]. - Mr. Mui Yuk Wah resigned as financial controller and company secretary on October 30, 2023, after joining the Group in 2018 [114]. Dividend Policy - The Company has adopted a Dividend Policy to declare and distribute dividends to shareholders, allowing them to share in the Company's profits while retaining adequate reserves for future growth [150]. - Future dividend payments will be determined based on factors such as the Company's capital structure, financial performance, cash flow, and prevailing market conditions [154]. - The Board reserves the right to decide on major policy matters, strategies, and financial information, with daily operations managed under the supervision of the Chairman, Mr. Wen Tsz Kit Bondy [156]. - The Company’s dividend policy will be reviewed periodically by the Board, and dividends declared at the shareholders' meeting cannot exceed the amount recommended by the Board [160].
润利海事(02682) - 2024 - 年度财报