Financial Performance - Total revenue for the fiscal year 2024 was approximately HKD 250.8 million, a decrease of 5.6% from HKD 265.6 million in fiscal year 2023[10]. - The company reported a loss attributable to shareholders of approximately HKD 18.4 million for fiscal year 2024, compared to a loss of HKD 18.2 million in fiscal year 2023[10]. - Air freight agency revenue increased by 15.4% to HKD 89.6 million in fiscal year 2024, up from HKD 77.6 million in fiscal year 2023[11]. - Sea freight agency revenue rose by 31.0% to HKD 30.5 million in fiscal year 2024, compared to HKD 23.2 million in fiscal year 2023[11]. - Logistics and warehousing services revenue increased by 13.7% to HKD 92.7 million in fiscal year 2024, up from HKD 81.5 million in fiscal year 2023[12]. - E-commerce business revenue decreased significantly by 54.4% to HKD 38.0 million in fiscal year 2024, down from HKD 83.4 million in fiscal year 2023[12]. - Gross profit decreased by 16.2% to HKD 22.7 million in fiscal year 2024, down from HKD 27.1 million in fiscal year 2023[16]. - Gross margin declined from 10.2% in fiscal year 2023 to 9.1% in fiscal year 2024[17]. - Administrative and selling expenses decreased by approximately HKD 5.4 million to HKD 35.8 million in fiscal year 2024, down from HKD 41.2 million in fiscal year 2023[21]. - Other income decreased from HKD 2.9 million in fiscal year 2023 to HKD 0.6 million in fiscal year 2024, primarily due to the surrender of a life insurance policy[19]. - The company recorded a loss attributable to owners of HKD 18.4 million for the fiscal year 2024, compared to a loss of HKD 18.2 million for the fiscal year 2023, representing an increase of HKD 0.2 million[22]. - Cash and cash equivalents as of December 31, 2024, amounted to approximately HKD 13.2 million, up from approximately HKD 11.7 million in 2023[23]. - The current ratio decreased from 1.53 in 2023 to 1.08 in 2024, indicating a decline in liquidity[23]. - The debt-to-equity ratio increased significantly from 4.9% in 2023 to 29.9% in 2024, reflecting a rise in financial leverage[23]. Corporate Governance - The company has adopted the principles and code provisions of the Corporate Governance Code as per GEM Listing Rules, ensuring compliance throughout the reporting period from January 1, 2024, to December 31, 2024[44]. - The company emphasizes the importance of a strong corporate culture for governance and has established a practical and prudent culture since its inception, promoting long-term sustainable development[45]. - The board has established an audit committee, nomination committee, and remuneration committee with clearly defined terms of reference to enhance governance practices[44]. - The company has implemented anti-corruption policies and reporting mechanisms to encourage employees to report unethical behaviors, ensuring high standards of business ethics[45]. - The management team consists of experienced professionals with over 22 years in finance and real estate private equity, enhancing the company's strategic decision-making capabilities[36]. - The independent non-executive directors bring over 17 years of experience in auditing, accounting, and corporate governance, contributing to the board's effectiveness[38]. - The company has a dedicated company secretary with extensive financial and accounting experience, ensuring compliance with regulatory requirements[43]. - The company is committed to maintaining high ethical standards and prohibits any form of bribery and corruption within its operations[45]. - The board believes that integrating good corporate governance elements into the management structure and internal controls protects the interests of shareholders, customers, and employees[44]. - The company has a diverse board with members holding various qualifications and experiences, enhancing its governance and oversight capabilities[39]. - The board of directors consists of seven members, including two executive directors, one non-executive director, and four independent non-executive directors[47]. - During the reporting period, the board held six meetings, with attendance rates for executive directors ranging from 75% to 100%[52]. - The company has established mechanisms to ensure the independence of the board, with at least three independent non-executive directors, exceeding one-third of the board's total members[49]. - Independent non-executive directors did not receive any equity-based compensation during the reporting period, maintaining their objectivity and independence[50]. - The management provided monthly updates to the board regarding the group's status and prospects, ensuring informed decision-making[55]. - The chairman was appointed on July 13, 2023, enhancing the leadership structure of the board[47]. - The company has adopted a code of conduct for securities trading that is less stringent than the GEM listing rules, ensuring compliance among directors[46]. - The financial director is set to resign on November 30, 2024, indicating potential changes in the management team[52]. - The board will review its governance mechanisms annually to ensure effectiveness and compliance with regulations[49]. - The company encourages independent non-executive directors to actively participate in board meetings, promoting diverse perspectives[49]. - The board of directors has established a remuneration policy to attract and retain talent, ensuring competitive yet reasonable compensation for directors[61]. - The audit committee held 5 meetings during the reporting period, reviewing the group's annual consolidated financial statements and risk management systems[64]. - The remuneration committee conducted 3 meetings, formulating policies regarding the compensation of directors and senior management[65]. - All directors participated in continuous professional development to enhance their knowledge and skills[59]. - The company has a policy for directors to rotate every three years, ensuring accountability and governance[58]. - The board consists of three committees: audit, remuneration, and nomination, each with defined responsibilities approved by the board[63]. - The company’s governance report indicates that independent non-executive directors are appointed for an initial term of one year, subject to renewal[57]. - The remuneration policy includes fixed salaries and variable components such as bonuses and stock options, benchmarked against similar companies[61]. - The audit committee includes three independent non-executive directors, with the chairman being Mr. Mei Yi He[64]. - The company’s governance framework emphasizes risk assessment and management measures to address potential risks faced by the group[60]. - The Nomination Committee held 3 meetings during the reporting period to review the board structure and diversity policies[66]. - The remuneration range for senior management members (excluding directors) for the year ending December 31, 2024, includes 1 individual earning between HKD 0 to 1,000,000[66]. - The board consists of 1 female member, achieving the gender diversity target of at least one female director[69]. - The employee gender composition as of December 31, 2024, is approximately 59.3% male and 40.7% female, indicating maintained gender diversity[73]. - The company has established measurable targets to implement the board diversity policy and will monitor progress annually[70]. - The board diversity policy considers factors such as gender, age, cultural background, and professional qualifications[69]. - The Nomination Committee is responsible for evaluating the independence of non-executive directors[66]. - The company has a total of 113 employees, including senior management but excluding directors[73]. - The board has a total of 10 directors, with 3 executive directors and 7 non-executive directors[71]. - The company emphasizes fair employment practices and has policies against discrimination based on gender, religion, race, disability, or age[72]. Risk Management and Compliance - The company has implemented measures to reduce administrative expenses and financial costs, including staff and salary reductions[22]. - The company has maintained good relationships with stakeholders, including employees, customers, suppliers, banks, regulatory bodies, and shareholders during the 2024 fiscal year[106]. - The company has complied with all applicable environmental laws and regulations in all significant aspects during the 2024 fiscal year[103]. - The company encourages shareholders to provide updated contact information to facilitate timely and effective communication[95]. - The company’s main business nature has not undergone significant changes during the 2024 fiscal year[100]. - The company’s website serves as a platform for providing information about the group and its corporate governance[97]. - The board of directors presented the audited consolidated financial statements for the 2024 fiscal year[98]. - The company’s organizational documents have not changed for the 2024 fiscal year[96]. - The company has established a shareholder communication policy to enhance engagement with shareholders through annual general meetings and other communication channels[93]. - The company emphasizes the importance of risk management practices to mitigate operational and financial risks, including customer retention and maintaining stable relationships with suppliers[102]. Audit and Financial Reporting - The auditor's fee for the 2024 fiscal year for audit services amounted to HKD 700,000[76]. - The board of directors is responsible for maintaining effective risk management and internal control systems, which have been reviewed and deemed effective and adequate during the reporting period[77]. - The company has engaged an external independent consultant to review its internal control system, confirming its effectiveness[78]. - The company has identified key audit matters and communicated significant audit findings to the audit committee, ensuring compliance with professional ethical requirements[174]. - The company reported a total comprehensive loss of HKD 18,518,000 for the year ended December 31, 2023, compared to a loss of HKD 18,378,000 for the year ended December 31, 2024[179]. - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024, including HKAS 1 amendments on liability classification[187]. - The application of new and revised accounting standards did not have a significant impact on the group's financial position and performance for the current and prior years[188]. - The introduction of HKFRS 18 will change the presentation of financial statements, focusing on the structure of the income statement and enhancing disclosure requirements[190]. - The group is currently evaluating the impact of HKFRS 18 on the presentation and disclosure of its consolidated financial statements[191]. - The group’s consolidated financial statements are prepared based on historical cost and require significant assumptions and estimates[192]. - Non-controlling interests are presented as equity in the consolidated statement of financial position and comprehensive income[195]. - The group offsets intercompany transactions, balances, and unrealized profits, unless evidence indicates impairment of transferred assets[196]. - The investment in joint ventures is accounted for using the equity method, recognizing the group's share of profits and other comprehensive income until joint control is terminated[197]. - Investments in joint ventures are recorded at cost less impairment losses unless classified as held for sale[198]. - The group's consolidated financial statements are presented in Hong Kong dollars, which is the functional and presentation currency of the company[199]. - Foreign currency transactions are initially recognized at the exchange rate on the transaction date and monetary assets and liabilities are translated at the exchange rate at the end of the reporting period[200]. - Gains and losses arising from foreign currency translation are recognized in the income statement[200]. - Non-monetary items measured at fair value are translated at the exchange rate on the date of determination of fair value[200]. - Any foreign exchange portion of gains or losses on non-monetary items recognized in other comprehensive income is also recognized in other comprehensive income[200]. - The group ceases to recognize further losses when its share of losses in a joint venture exceeds its interest in that joint venture[197]. - The carrying amount of the group's interest in joint ventures includes any other long-term interests that form part of the net investment in the joint venture[197]. - Unrealized gains and losses from transactions with equity-accounted investees are offset against the group's interest in the investee[197].
骏高控股(08035) - 2024 - 年度财报