Financial Performance - The Group recorded revenue from Agricultural and Meat Business of approximately HK$1,253.0 million, a decrease of approximately 12.9% from HK$1,439.4 million in the previous year[13]. - The gross profit from Agricultural and Meat Business was approximately HK$45.8 million, slightly up from HK$45.6 million in the previous year[13]. - The Group's revenue decreased by approximately 12.9% to approximately HK$1,253.0 million during the Reporting Period, down from approximately HK$1,439.4 million in the Corresponding Period[24][27]. - Gross profit for the Group increased slightly by approximately 0.5% to approximately HK$45.8 million, compared to approximately HK$45.6 million for the Corresponding Period[27]. - Other income and gains decreased by approximately 78.1% to approximately HK$10.9 million, down from approximately HK$49.8 million in the Corresponding Period, primarily due to the absence of a government grant of HK$31.0 million[35][39]. - Selling and distribution expenses increased by approximately 8.4% to approximately HK$6.7 million, attributed mainly to an increase in staff costs[36][40]. - Administrative and other expenses decreased by approximately 21.6% to approximately HK$38.3 million, mainly due to the absence of consultancy fees of approximately HK$12.0 million[37][40]. - Impairment losses on trade receivables amounted to approximately HK$53.4 million, compared to a reversal of impairment losses of HK$6.7 million in the previous year[38][41]. - The Group recorded a net loss of approximately HK$128.7 million for the Reporting Period, compared to a net profit of approximately HK$51.4 million for the Corresponding Period[42]. - The Group reported a net loss of approximately HK$128.7 million for the reporting period, compared to a net profit of approximately HK$51.4 million in the same period last year[48]. Operational Challenges and Strategies - The operating environment remains challenging due to intensified competition, rising operational costs, and shifting market dynamics[12]. - The company is focusing on enhancing operational efficiency and optimizing cost structures to drive long-term sustainable growth[15]. - The company anticipates continued challenges in the operating environment but is confident in its proactive measures and disciplined management approach[19]. - The Group plans to continue controlling costs and may pursue acquisitions when opportunities arise to strengthen its agricultural and meat business[25][30]. Sustainability and Development Initiatives - There is an emphasis on exploring sustainable farming practices and modernizing operations to meet the demand for high-quality, eco-friendly produce[15]. - The frozen meat trade is being diversified to better serve customers and mitigate risks associated with fluctuating commodity prices and geopolitical uncertainties[15]. - The Group is actively developing its trading of agricultural and meat products, poultry, seafood, and prepared food, and has begun supplying produce to supermarkets and online platforms in the PRC[87][93]. - The Group has established long-term cooperation with various farms and agricultural companies to enhance brand promotion and quality assurance, aiming to build a food supply base in the Greater Bay Area for 120 million people[88][91]. - The Group has secured leases for Macun Reservoir and Longtan Reservoir to advance ecological fishery development, employing sustainable methodologies for superior green aquatic products[92]. - The Group is exploring cooperation models with e-commerce operators to enhance online sales of its agricultural and meat products, diversifying revenue streams[93]. - The Group aims to connect cooperative bases across the country to promote high-quality agricultural products and contribute to rural revitalization[94]. - The Group is seeking vertical integration opportunities, including door-to-door delivery services for its agricultural, seafood, and meat products in the PRC[95]. - The company successfully leased the Ma Village Reservoir and Longtan Reservoir in Conghua, China, to enhance ecological fishery development[97]. - The group plans to utilize advanced ecological breeding technology to create high-quality, environmentally friendly fishery bases, aiming to meet market demand for premium green seafood products[97]. Corporate Governance - The company is committed to maintaining good corporate governance standards with an emphasis on integrity, transparency, and independence[119]. - The company has complied with the Corporate Governance Code during the reporting period, except for deviations regarding the attendance of independent non-executive directors at general meetings and the separation of roles between the chairman and chief executive[120]. - The company periodically reviews its corporate governance practices to ensure compliance with the CG Code[121]. - All directors confirmed compliance with the required standards of the Model Code for Securities Transactions during the reporting period[122]. - The Company has adopted a code of conduct for employees regarding securities transactions to ensure compliance with the Model Code[123]. - The Company has adopted a code of conduct for Directors' securities transactions that meets or exceeds the standards set out in the Model Code for Securities Transactions by Directors of Listed Issuers[146]. - The Board is responsible for maintaining an effective internal control system to safeguard shareholders' investments and the Company's assets[130]. - The Audit Committee reviews the risk management and internal control systems on an ongoing basis, ensuring adequacy of resources and qualifications of staff in accounting and financial reporting[133]. - The Company engages an external consultant for annual internal audits to assess the effectiveness of material controls and risk management functions[141]. - The Group has established risk management procedures to address significant business risks and conducts annual reviews of changes in the business environment[138]. - The internal control systems are designed to provide reasonable assurance against material misstatements and to manage risks rather than eliminate them[140]. - The Company has implemented anti-corruption policies and whistleblowing procedures to encourage reporting of improprieties[131]. - The Group emphasizes a culture of integrity and commitment to high standards of business ethics and corporate governance[148]. - The Company aims for long-term, sustainable growth while considering environmental, social, and governance aspects in its business strategy[149]. Board Composition and Responsibilities - The Board is responsible for overseeing the overall development of the Company's businesses to enhance Shareholders' value, including setting and approving strategic implementation and reviewing financial performance semi-annually[155]. - The Audit Committee reviewed the Group's audited financial results for the year ended December 31, 2024, discussing risk management, internal control, and financial reporting matters[156]. - The Company has adequate resources to continue operational existence for the foreseeable future, adopting the going concern basis in preparing financial statements[157]. - The Company has established procedures for Directors to seek independent professional advice at the Company's expense when necessary[163]. - The roles of Chairman and Chief Executive Officer are separated, with Mr. Lin Yuhao serving as Chairman and co-CEO, which the Board believes facilitates effective execution of business strategies[165]. - The Board currently comprises five Directors, including two executive Directors and three independent non-executive Directors[173]. - As of December 31, 2024, the Board includes three female Directors, maintaining at least one female Director on the Board[174]. - Independent non-executive Directors' service agreements are renewable for two years and subject to retirement by rotation[171]. - The Company received annual confirmations of independence from all independent non-executive Directors, ensuring compliance with Listing Rules[172]. - The Chairman held one meeting with independent non-executive Directors without the presence of other Directors during the Reporting Period[179]. - The Nomination Committee is responsible for assessing the independence of independent non-executive Directors annually[185]. - The independent non-executive Director, Ms. Zhu Rouxiang, did not attend the annual general meeting held on May 31, 2024, due to other commitments[186]. - The procedures for appointment, re-election, and removal of Directors are outlined in the Bye-Laws[188]. - Directors are subject to retirement by rotation at least once every three years, with one-third of Directors retiring each year[181]. - The Company may elect any person to be a Director at general meetings, but such Directors are subject to retirement by rotation[184]. - The Board held four regular meetings and one general meeting during the Reporting Period, with attendance details provided[191]. - All Directors confirmed compliance with Code Provision C.1.4 during the Reporting Period, participating in various training sessions[197]. - The Company Secretary reported on the latest changes in Listing Rules and corporate governance practices to the Directors[194]. - The Board has established four committees: Audit Committee, Corporate Governance Committee, Remuneration Committee, and Nomination Committee to oversee specific aspects of the Company's affairs[200]. - Attendance records for Executive Directors show Mr. Lin Yuhao attended 4 out of 4 regular meetings and 1 out of 1 general meeting[192]. - Non-executive Director Ms. Han Xiuhong attended 3 out of 3 regular meetings before her resignation[192]. - Independent non-executive Directors had varied attendance, with Mr. Li Shaohua attending 3 out of 4 regular meetings[192]. - Directors participated in training types including seminars and reading updates related to directors' duties[198]. - The Company provides a comprehensive induction package for newly-appointed Directors to ensure awareness of responsibilities[193]. - The Board ensures that all Directors have independent access to the Company's senior management[190].
中国金控(00875) - 2024 - 年度财报