Financial Performance - The company reported a consolidated financial performance for the year ending December 31, 2024, in compliance with GEM Listing Rules[3]. - In 2024, the Group's revenue decreased by approximately 82.1% to approximately HK$15.6 million, compared to HK$87.2 million in 2023[23]. - The total comprehensive expense for 2024 was approximately HK$61.2 million, up from HK$34.2 million in 2023, primarily due to a significant decrease in revenue from SCM services related to Apparel Products and increased administrative expenses[23]. - For the year ended 31 December 2024, the Group recorded revenue of approximately HK$15.6 million, a decrease of approximately 82.1% compared to HK$87.2 million for the same period in 2023[38]. - The gross profit for the year ended 31 December 2024 was approximately HK$7.0 million, with a gross profit margin of approximately 44.9%, compared to a gross loss of approximately HK$2.0 million and a gross loss margin of approximately 2.3% for the year ended 31 December 2023[38]. - The total comprehensive expenses for the year ended 31 December 2024 were approximately HK$61.2 million, compared to approximately HK$34.2 million for the year ended 31 December 2023[38]. - The Group recorded a loss and total comprehensive expense of approximately HK$61.2 million for the year ended December 31, 2024, compared to a loss of approximately HK$34.2 million for the year ended December 31, 2023[57][62]. Governance and Board Composition - The board of directors includes three executive directors and three independent non-executive directors, ensuring a balanced governance structure[4]. - The company has undergone changes in its board composition, with new appointments and resignations effective July 8, 2024[14]. - The audit committee and remuneration committee have been established with appointed members to oversee financial integrity and compensation matters[15]. - The company has a strong leadership team with diverse backgrounds in management, legal affairs, and industry innovation, enhancing its strategic direction[135]. - The recent appointments and resignations reflect a strategic shift in the company's governance and operational focus[139]. - The Board of Directors is committed to maintaining high standards of corporate governance, believing it is essential for protecting shareholder interests and enhancing corporate value[183]. - The Company has adopted the mandatory standards for securities trading by directors as per GEM Listing Rules, with all directors confirming compliance for the year ended December 31, 2024[184]. Business Strategy and Operations - The Group's principal business segments include sales of apparel and related products, provision of SCM services, and sales of innovative anti-counterfeit traceability products, which remain key revenue contributors[24]. - The Group intends to focus on expanding its business in the Innovative SCM Solutions segment in the PRC and Hong Kong markets, which could yield a higher gross profit margin[41]. - The Group's business strategies adopted in 2023 continue to focus on cooperation with strategic partners and e-commerce platforms to demonstrate the potential of its Innovative SCM Solutions[24]. - The Group aims to promote the application of its Innovative SCM Solutions in the PRC markets and diversify income streams through the operation of the Ficus Discovery Platform in 2025[88]. - The Ficus Discovery Platform adopts a "Manufacturer to Loyal/Long-term Customer" (M2LC) business model to facilitate direct sales from manufacturers to consumers[88]. Financial Position and Capital Structure - As of December 31, 2024, the total equity of the Group was approximately HK$1.0 million, a significant decrease from approximately HK$62.4 million as of December 31, 2023[96]. - The Group's cash and cash equivalents as of December 31, 2024, were HK$0.2 million, down from HK$22.1 million as of December 31, 2023[96]. - The Group's bank borrowings as of December 31, 2024, were HK$14.4 million, compared to HK$30.9 million as of December 31, 2023[96]. - The current ratio decreased to 0.48 times as of December 31, 2024, from 2.0 times as of December 31, 2023[96]. - The gearing ratio as of December 31, 2024, was 1,388.1%, a substantial increase from 49.6% as of December 31, 2023[98]. Share Capital and Fundraising Activities - The Group's authorized share capital was HK$100,000,000 divided into 1,000,000,000 shares of par value HK$0.1 each, with 135,450,000 shares issued as of 31 December 2023[59]. - Following the share subdivision on 26 July 2024, the authorized share capital became HK$100,000,000 divided into 10,000,000,000 subdivided shares of par value HK$0.01 each, with 1,354,500,000 shares issued[65]. - On November 30, 2023, the Company entered into a placing agreement to issue up to 5,000,000 new shares at a price of HK$5.20 per share, resulting in net proceeds of approximately HK$17.8 million, fully utilized by December 31, 2024[70][73]. - On November 13, 2024, the Company agreed to issue up to 135,450,000 new shares at a price of HK$0.60 per share, with the placement completed on January 3, 2025, generating net proceeds of approximately HK$7.7 million[74][75]. - The Company’s share capital structure changed after a share split approved on July 24, 2024, reducing the trading unit from 10,000 shares to 5,000 shares[68]. Employee and Staff Information - As of December 31, 2024, the Group employed 31 full-time employees, an increase from 20 full-time employees as of December 31, 2023[104]. - Staff costs for the year ended December 31, 2024, were approximately HK$22.2 million, up from HK$16.1 million in 2023, representing a year-over-year increase of approximately 37.9%[104]. Compliance and Risk Management - The company has complied with all code provisions set out in the Corporate Governance Code during the year ended December 31, 2024[179]. - The board is committed to high corporate governance standards to safeguard shareholder interests and enhance corporate value[178]. - The Company has expanded the scope of mandatory standards to include senior management who may possess undisclosed price-sensitive information[184].
细叶榕科技(08107) - 2024 - 年度业绩