Financial Performance - The company's net profit for the year ended December 31, 2024, was approximately HKD 371,921,000, a decrease of about 73% compared to HKD 1,382,081,000 for the corresponding year[9]. - Total revenue for the year was approximately HKD 40,913,965,000, representing a decrease of about 26% from HKD 55,376,948,000 in the previous year[15]. - The distribution, trading, and processing business contributed approximately HKD 40,021,747,000 in revenue, down from HKD 54,526,362,000 in the previous year, primarily due to a decrease in trading volume of silver and gold bars[16]. - The financial services segment recorded revenue of approximately HKD 892,218,000, an increase from HKD 850,586,000 in the previous year, indicating steady expansion in this area[18]. - Gross profit decreased from approximately HKD 1,780,649,000 to HKD 1,032,514,000, attributed to reduced margins in commodity trading activities due to unfavorable market conditions[9]. - The company reported a net profit of approximately HKD 371,921,000 for the year, a significant decrease from HKD 1,382,081,000 in the previous year, primarily due to reduced profit margins in distribution and trade segments, and losses related to the Singapore subsidiary's alleged fund misappropriation[21]. - Basic earnings per share for the year were approximately HKD 2.20, down from HKD 8.91 in the previous year[22]. - The company incurred other losses of approximately HKD 135,648,000 this year, compared to other income of approximately HKD 197,622,000 in the previous year[19]. - The financing costs for the year amounted to approximately HKD 20,310,000, a decrease from HKD 28,321,000 in the previous year[20]. - The company recorded a share of profits from associates totaling HKD 45,718,000, an increase from HKD 36,507,000 in the previous year, mainly due to higher profits from Green Esteel Pte. Ltd.[20]. - The company reported a foreign exchange loss of approximately HKD 93,028,000, compared to HKD 56,680,000 in the previous year, primarily due to fluctuations in the USD/CNY exchange rate[19]. Human Capital and Operations - The number of employees increased from 384 to 399, reflecting continued investment in human capital across Hong Kong, Singapore, China, and the UK[10]. - The company continues to invest significantly in human capital, believing that top talent will bring value to the organization[10]. - The company aims to enhance its operational capabilities in the financial services sector, including clearing, brokerage services, and leveraged forex trading[10]. - The company plans to focus on the continuous development of its financial services and distribution, trade, and processing businesses through 2025[23]. - The group employed a total of 399 staff as of December 31, 2024, an increase from 384 in 2023[65]. Legal and Compliance Issues - The company has reported a provision of approximately HKD 167,462,000 related to the alleged misappropriation of funds by a director and several employees of its Singapore subsidiary[31]. - The company is currently facing an ongoing investigation and legal proceedings related to its Singapore subsidiary, which has resulted in a qualified opinion from auditors due to insufficient audit evidence[75]. - The audit committee has agreed with management's position regarding the limitations in providing requested audit evidence, as it may hinder ongoing investigations and legal claims[76]. - Management is committed to resolving the qualified opinion through various solutions, including advancing investigations and potential liquidation of the Singapore subsidiary, with preliminary investigation results expected by 2025[77]. - The removal of the qualified opinion is contingent upon the completion of investigations and legal proceedings by December 31, 2025, which will also affect the financial statements for the year ending December 31, 2025[79]. - The group has engaged legal professionals to investigate the suspected embezzlement and has reported the matter to the Singapore police[70]. Corporate Governance - The company is committed to maintaining high standards of corporate governance to enhance investor confidence[153]. - The board has delegated certain responsibilities to committees, including the audit committee, remuneration committee, and nomination committee[152]. - The chairman and CEO roles are separated, ensuring no individual holds both positions simultaneously[153]. - The company has complied with all provisions of the corporate governance code for the year ending December 31, 2024[154]. - The independent non-executive directors have confirmed their independence according to the listing rules[156]. - The board consists of nine directors, including three executive directors, three non-executive directors, and three independent non-executive directors[156]. - The company has adopted the standard code of conduct for securities trading by directors as per the listing rules, confirming compliance for the year ending December 31, 2024[155]. Risk Management - The company is exposed to commodity price risk, which can significantly impact its operating performance due to market price fluctuations[50]. - The company faces foreign exchange risk primarily from transactions denominated in RMB, while USD exposure is minimal due to the peg with HKD[51]. - The company continues to monitor credit quality of counterparties to mitigate credit and performance risks[52]. - The company is subject to legal, regulatory, and compliance risks, which may result in financial losses or reputational damage[54]. - The risk management system identified no significant risks apart from potential risks related to internal control reviews of a Singapore subsidiary[178]. Related Party Transactions - The largest customer accounted for 7% of the group's total sales, while the top five customers together represented 24%[113]. - The largest supplier contributed 23% to the group's total procurement, and the top five suppliers collectively accounted for 45%[113]. - The group made service agreements with Mr. You Zhenhua, with projected revenue from services provided amounting to HKD 7,625,000 against an annual cap of HKD 40,000,000 for the fiscal year ending December 31, 2024[117]. - The group has a sales agreement with Mr. You Zhenhua for iron ore, steel products, and nickel ore, with a projected transaction amount of HKD 138,479,000 against an annual cap of HKD 240,000,000 for the fiscal year ending December 31, 2024[120]. - The group entered into a sales agreement with Mr. You Zhenwu for iron ore, steel products, and nickel ore, with similar pricing mechanisms based on internal pricing databases and market prices[121]. - The company has entered into a logistics service framework agreement with Mr. You Zhenwu for the period from 2024 to 2026, with a transaction amount of HKD 236,963,000 and an annual cap of HKD 330,000,000[123]. Internal Control and Audit - The company has implemented an internal control system compliant with the COSO 2013 framework to ensure operational efficiency and reliable financial reporting[179]. - An internal control review conducted in 2024 revealed no significant control deficiencies, except for issues related to the Singapore subsidiary[183]. - The independent reviewer identified several control deficiencies and provided recommendations for improving financial reporting procedures and internal control systems[188]. - The independent reviewer noted risks associated with informal communication channels for transaction confirmations, which could lead to audit record gaps[191]. - The independent reviewer emphasized the need for timely follow-up on open transaction statuses to ensure settlements within the required timeframe[194]. Environmental and Social Responsibility - The company's environmental policy emphasizes sustainability and reducing negative environmental impacts through various measures[136]. - The company encourages green office practices to enhance environmental performance[136]. - The company made charitable donations of approximately HKD 175,000 during the year ending December 31, 2024, compared to HKD 341,000 in 2023[92].
荣晖国际(00990) - 2024 - 年度财报