Financial Performance - For the fiscal year ending December 31, 2024, the company's revenue was approximately RMB 592.9 million, a decrease of about RMB 74.5 million compared to the fiscal year ending December 31, 2023[13]. - The net loss for the fiscal year 2024 was approximately RMB 68.2 million, an increase in loss of about RMB 41.5 million compared to the previous fiscal year[13]. - The decrease in revenue was primarily due to a reduction in collective procurement business and the closure of several retail stores[13]. - The company's gross profit margin decreased, leading to a reduction in overall gross profit, influenced by the operating environment and decreased supplier channel income[13]. - Retail store business revenue for fiscal year 2024 was approximately RMB 431.1 million, down by about RMB 101.3 million or 19.0% from fiscal year 2023[34]. - Wholesale distribution revenue increased to approximately RMB 161.8 million, an increase of about RMB 26.8 million or 19.9% compared to fiscal year 2023[34]. - The company's gross profit margin decreased to 12.1% in fiscal year 2024 from 13.7% in fiscal year 2023, primarily due to lower wholesale distribution margins[35]. - The net loss for fiscal year 2024 was approximately RMB 68.2 million, an increase in loss of about RMB 41.5 million or 155.6% compared to fiscal year 2023[42]. - Total comprehensive expenses for fiscal year 2024 are approximately RMB 68.1 million, an increase of RMB 41.7 million or 158.3% compared to fiscal year 2023[43]. - The company reported a loss before tax of RMB 68,487,000, compared to a loss of RMB 27,456,000 in 2023, indicating a significant increase in losses[197]. - Net loss for the year was RMB 68,198,000, which is a 156.5% increase from RMB 26,684,000 in the prior year[197]. - Basic and diluted loss per share for the year was RMB 0.23, compared to RMB 0.09 in 2023, reflecting a worsening financial position[197]. Business Strategy and Operations - The company is focusing on a multi-channel business model that includes retail, wholesale, online-offline integration, and community marketing to enhance customer satisfaction and brand value[12]. - The company aims to expand its business footprint beyond the Guangdong-Hong Kong-Macao Greater Bay Area to other regions in China[12]. - The company is focusing on transforming its business model by launching new formats such as "supply and marketing discount stores" and "24-hour AI smart unmanned stores" to adapt to market changes[24]. - The company aims to enhance its supply chain by reducing intermediaries through direct supply from manufacturers and nationwide joint procurement, which is expected to improve gross profit margins[24]. - The company plans to strengthen its e-commerce presence and community group buying initiatives, collaborating with third-party platforms like Meituan and JD Daojia to boost sales[24]. - The company aims to explore new business development opportunities outside Guangdong Province and in Hong Kong, leveraging favorable policies in Hainan Free Trade Port[25]. - The company is actively adjusting its business development direction to become a leading urban-rural circulation operator in China[25]. - The company aims to expand its business model by developing discount stores and collective procurement and distribution services[26]. - The company intends to leverage new media marketing and enhance its online platform scale, including its own e-commerce platform[26]. Market Environment - The retail industry in China is facing significant challenges due to economic pressures, changing consumer spending habits, and insufficient consumer demand[14]. - The overall consumer market in China is expected to show stable growth in 2024, despite ongoing challenges in the retail sector[14]. - The company faces risks from intense competition in the retail sector and changing customer preferences, which may impact future growth and profitability[29][30]. Corporate Governance - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange's listing rules, ensuring high standards of corporate governance[70]. - The company has established a board diversity policy, considering various measurable aspects such as gender, age, and professional experience in its board composition[76]. - The roles of the chairman and the CEO are clearly defined to ensure a balance of power and authority within the company[79]. - The company has complied with all provisions of the corporate governance code as of December 31, 2024, following the appointment of a new independent non-executive director[72]. - The company has implemented a standard code for securities trading by directors, ensuring compliance among all board members[73]. - The nomination committee is responsible for monitoring the implementation of the board diversity policy and will review it periodically to ensure its effectiveness[76]. - The company is committed to fair treatment of employees from diverse backgrounds, ensuring the protection of their legal rights[78]. - The board of directors held four meetings during the year ending December 31, 2024, with individual attendance records documented[81]. - The audit committee conducted four meetings during the year, reviewing the group's interim and annual performance and discussing financial reports[94]. - The company has established appropriate directors and officers liability insurance to cover potential legal claims against its directors and senior management[86]. - All independent non-executive directors confirmed their independence according to the listing rules, with none serving for more than nine years[92]. - The company has three established board committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee, each with specific written terms of reference[93]. - The company encourages continuous professional development for directors, with all participating in relevant training courses at the company's expense[89]. - The board retains decision-making authority on significant matters, including policy, strategy, budget, and major transactions[88]. - The company has implemented a system for independent professional advice for directors to fulfill their responsibilities, with costs covered by the company[87]. - The board's effective operation is supported by the diverse business experience and expertise of all directors, including independent and non-executive members[87]. Financial Position and Assets - As of December 31, 2024, the company has cash and cash equivalents of approximately RMB 21.2 million, down from RMB 48.7 million as of December 31, 2023[46]. - The total debt as of December 31, 2024, is approximately RMB 62.0 million, an increase from RMB 28.0 million as of December 31, 2023[49]. - The company's asset-liability ratio increased to 75.3% in fiscal year 2024 from 18.6% in fiscal year 2023[51]. - Accounts receivable turnover days increased to 22.0 days in fiscal year 2024 from 18.0 days in fiscal year 2023[51]. - Inventory turnover days decreased to 54.0 days in fiscal year 2024 from 60.1 days in fiscal year 2023[51]. - The return on equity for fiscal year 2024 is -83.6%, compared to -17.9% in fiscal year 2023[51]. - The company has no significant capital commitments or major investments planned for fiscal year 2024[45][47]. - There were no significant acquisitions or disposals of subsidiaries during fiscal year 2024[48]. - The company has sufficient retained earnings and distributable reserves to support its operations and shareholder interests[128]. - The company’s financing needs and expected capital expenditure requirements are aligned with its business expansion plans[128]. - The company has reallocated part of the unutilized net proceeds from opening new retail stores to renovating existing stores and repaying bank loans due to the slowdown in China's economic growth[131]. - The company’s total liabilities increased from RMB 170,265 thousand in 2023 to RMB 190,815 thousand in 2024, reflecting a rise of approximately 12.1%[198]. - Total non-current assets decreased from RMB 131,072 thousand in 2023 to RMB 93,494 thousand in 2024, a decline of approximately 28.7%[198]. - Current assets decreased from RMB 234,434 thousand in 2023 to RMB 211,206 thousand in 2024, a reduction of about 9.9%[198]. - Current liabilities increased from RMB 170,265 thousand in 2023 to RMB 190,815 thousand in 2024, an increase of approximately 12.1%[198]. - Net current assets decreased significantly from RMB 64,169 thousand in 2023 to RMB 20,391 thousand in 2024, a decline of about 68.3%[198]. - Total equity decreased from RMB 150,415 thousand in 2023 to RMB 82,358 thousand in 2024, a drop of approximately 45.3%[199]. - Cash and cash equivalents decreased from RMB 48,683 thousand in 2023 to RMB 21,152 thousand in 2024, a decline of about 56.5%[198]. - Trade payables decreased from RMB 78,384 thousand in 2023 to RMB 66,591 thousand in 2024, a reduction of approximately 15.0%[198]. - The company's reserves decreased from RMB 146,794 thousand in 2023 to RMB 78,959 thousand in 2024, a decline of about 46.3%[199]. Shareholder and Stock Information - The company has not declared any dividends for the fiscal years reported[9]. - The company has not declared any final dividends for the fiscal year ending December 31, 2024, as per its dividend policy[124]. - The company operates as an investment holding company, focusing on supermarket chain operations primarily in Guangdong Province, China[121]. - The company has a stock option plan that allows for the issuance of up to 28,647,700 shares, representing about 9.86% of the shares issued as of the report date[135]. - The total number of shares that can be issued under the stock option plan is capped at 10% of the total shares post-global offering, amounting to 28,647,700 shares, which is approximately 9.86% of the shares issued as of the report date[137]. - The total number of shares issued and to be issued under the stock option plan for each eligible participant cannot exceed 1% of the issued shares as of the grant date within any 12-month period[138]. - The exercise price for any specific stock option must be determined by the board but cannot be lower than the highest of the closing price on the grant date or the average closing price over the five trading days preceding the grant date[145]. - The stock option plan is effective for 10 years from the date of approval and can only be terminated early by shareholder resolution or board decision[143]. - Major shareholders hold a total of 204,558,317 shares, representing 70.42% of the company's equity[151]. - Infini Capital Management is a beneficial owner with 27,600,000 shares, accounting for 9.50% of the equity[151]. - As of December 31, 2024, the indirect controlling shareholder holds approximately 70.42% of the company's issued shares[149]. - The company has no other stock option plans apart from the one mentioned, and no options have been granted that exceed the 30% limit on total shares[137]. - The company has received no applications for stock options that would exceed the 1% limit without shareholder approval[139]. Compliance and Risk Management - The company has implemented a robust internal control and risk management system, with an independent consultant assessing its effectiveness during the year ending December 31, 2024[109]. - The board confirmed that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2024, and its performance for the year[104]. - The company has established an insider information policy to manage and disclose insider information in compliance with relevant regulations[110]. - The company adopted an anti-corruption and bribery policy in 2022, ensuring effective risk management and internal control systems for the fiscal year ending December 31, 2024[111]. - The company maintained the required public float as per listing rules throughout the reporting period[172]. - There were no significant events requiring disclosure that occurred after December 31, 2024, up to the date of the report[174].
中国顺客隆(00974) - 2024 - 年度财报