Financial Performance - The company reported revenue of HKD 938.3 million for the year ended December 31, 2024, a decrease of 6.9% compared to HKD 1,007.8 million in 2023[9]. - The gross profit margin decreased to 44.8% in 2024 from 46.4% in 2023[9]. - The company incurred a net loss of HKD 85.1 million in 2024, compared to a loss of HKD 19.8 million in 2023[9]. - Total revenue for 2024 decreased to HKD 938.3 million, a decline of 6.9% compared to HKD 1,007.8 million in 2023[17]. - Gross profit for 2024 was HKD 420.8 million, down 10.1% from HKD 467.8 million in 2023, with a gross margin decrease from 46.4% to 44.8%[22]. - Operating expenses increased to HKD 394.5 million, a rise of 0.8%, primarily due to variable lease expenses[24]. - Net loss for 2024 was HKD 85.1 million, compared to a net loss of HKD 19.8 million in 2023[27]. - Cash and cash equivalents as of December 31, 2024, were HKD 46.2 million, a decrease of HKD 27.1 million from the previous year[32]. - The current ratio improved to 1.1 times as of December 31, 2024, compared to 1.0 times in 2023[34]. - The debt-to-equity ratio increased to 74% in 2024 from 59% in 2023[35]. Retail Sales and Operations - Retail sales in the Greater China region decreased by 6.9%, with Macau contributing a reduction of HKD 14.4 million, accounting for 21% of the total revenue decline[15]. - Single-brand stores and multi-brand stores experienced year-on-year declines of 24.2% and 12.8%, respectively, while online sales grew by 63.2%[16]. - The number of retail stores decreased from 169 in 2023 to 155 in 2024, with a same-store sales decline of 19.4%[17]. - Retail sales from single-brand stores dropped by 24.2% to HKD 519.2 million, while online sales increased by 63.2% to HKD 39.5 million[17]. - The average saleable floor area increased from 31,772 square meters in 2023 to 32,156 square meters in 2024, primarily due to the opening of Galeries Lafayette in Macau[16]. - The company operates 157 self-operated retail stores in Greater China, with 142 being single-brand stores and 13 multi-brand stores[14]. Strategic Initiatives and Future Outlook - The company has implemented strict cost control measures to mitigate the impact of a challenging operating environment[15]. - The financial performance was negatively affected by geopolitical tensions and inflationary pressures, leading to a cautious consumer sentiment[14]. - The company remains optimistic about its ability to navigate current challenges and strengthen its position for future recovery in the retail sector[10]. - The company aims to enhance its competitiveness and shareholder value through strategic investments in long-term opportunities[40]. - The company plans to strengthen its online sales, allocating 5.7% of the proceeds (HKD 8.0 million) for this purpose[43]. - The company has adjusted the estimated timeline for utilizing unutilized proceeds to December 31, 2025, due to the impact of the COVID-19 pandemic[43]. Corporate Governance - The company has adopted the corporate governance code as per the Stock Exchange's Appendix C1 and has complied with its provisions for the year ending December 31, 2024[69]. - The company is committed to maintaining high standards of corporate governance to ensure the integrity, transparency, and quality of information disclosure[67]. - The board aims to maintain a balanced composition of executive and independent non-executive directors to ensure strong independent judgment[69]. - The company has established a code of conduct for directors' securities transactions, which is at least as stringent as the Stock Exchange's guidelines[70]. - The company emphasizes the importance of good corporate governance elements in its management structure and internal control procedures[68]. - The company has a dedicated audit committee and remuneration committee to provide independent advice to the board[61]. - The company has a strong focus on environmental, social, and governance (ESG) practices, with committees in place to oversee these areas[63]. - The company has a commitment to effective accountability through its governance framework[68]. Employee and Diversity Policies - The company employed approximately 1,138 employees as of December 31, 2024, down from 1,174 employees in 2023[45]. - The company provides equal opportunities for all employees, ensuring a diverse work environment without discrimination based on various factors[85]. - The board consists of eight members, including five executive directors and three independent non-executive directors[74]. - The company has established a board diversity policy to enhance efficiency and performance, considering factors such as gender, skills, and experience[79]. - The company aims to maintain a balanced gender diversity on the board and has plans for succession planning to promote qualified women to senior management and board levels[82]. Risk Management and Compliance - The board is responsible for establishing and reviewing the effectiveness of the risk management and internal control systems, with management tasked with implementing these systems[117]. - An annual corporate risk assessment has been conducted to identify significant risks that may impact the company's strategic objectives[120]. - The internal audit function operates independently from operational management and reports to the audit committee, focusing on key operational, financial, compliance, and risk management controls[121]. - The company has a whistleblowing policy in place to promote transparency and accountability, with no significant fraud or misconduct reported during the review period[112]. - The company has reported compliance with applicable laws and regulations, with no significant violations during the year[143]. Related Party Transactions - Total related party transactions for the year ended December 31, 2024, amounted to HKD 4,066,000, a decrease of 12.1% from HKD 4,628,000 in 2023[197]. - Interest expenses paid to 卓智富達 decreased to HKD 1,709,000 in 2024 from HKD 1,889,000 in 2023, reflecting a reduction of 9.5%[197]. - Interest expenses paid to 順澳投資 were nil in 2024, down from HKD 226,000 in 2023, indicating a complete cessation of this expense[197]. - Revenue from corporate management services provided to 深圳致尚 decreased significantly to HKD 249,000 in 2024 from HKD 1,337,000 in 2023, a decline of 81.4%[197]. - Revenue from corporate management services provided to 深圳創雅 increased to HKD 1,091,000 in 2024 from HKD 89,000 in 2023, a substantial increase of 1,225.8%[197]. Stock Option Plan - The stock option plan was adopted on December 17, 2019, and became effective on January 13, 2020[165]. - The stock option plan allows for the granting of options to full-time or part-time employees, consultants, and other qualified participants[166]. - The plan is valid for ten years from the effective date, after which no further options will be granted[167]. - The total number of shares involved in the stock option plan cannot exceed 10% of the total issued shares post-listing[177]. - The company has a total of 40,000,000 stock options available for grant under the stock option plan as of December 31, 2024, which represents approximately 10% of the 400,000,000 issued ordinary shares[192]. - No stock options were granted, exercised, expired, canceled, or lapsed under the stock option plan for the year ending December 31, 2024[192].
尚晋国际控股(02528) - 2024 - 年度财报