Financial Performance - The Group reported a revenue of approximately HK$102.4 million for FY2024, a decrease of approximately 4.8% compared to HK$107.6 million for FY2023[23]. - Revenue for FY2024 was approximately HK$102.4 million, a decrease of about 4.8% from approximately HK$107.6 million in FY2023[29]. - Revenue from concrete demolition services increased by approximately 14.9%, rising from HK$68.0 million in FY2023 to HK$78.2 million in FY2024[24]. - Revenue from concrete demolition and construction engineering services increased by approximately HK$10.1 million or 14.9% to approximately HK$78.2 million compared to approximately HK$68.0 million in FY2023[51]. - Revenue from prefabricated construction services decreased by approximately 38.7%, falling from HK$39.6 million in FY2023 to HK$24.2 million in FY2024[24]. - Revenue from prefabricated construction decreased by approximately HK$15.3 million or 38.7% to approximately HK$24.2 million from approximately HK$39.6 million in FY2023, primarily due to extreme weather and a sluggish property sector in China[52]. - The Group recorded a net loss of approximately HK$17.3 million for FY2024, an increase of approximately 90.1% compared to a net loss of approximately HK$9.1 million for FY2023[25][29]. - Loss attributable to owners of the Company increased to approximately HK$12.4 million for FY2024, up approximately HK$2.6 million from a loss of HK$9.8 million in FY2023[62]. - Gross profit increased by approximately HK$3.6 million or 10.7% to approximately HK$37.3 million for FY2024, with gross profit margin rising from 31.4% in FY2023 to 36.5%[53]. Market Environment - The external environment remains complicated, with geopolitical tensions impacting international trade and capital flows, constraining the growth rate of the construction industry[26][30]. - The Group anticipates that the difficult external environment will continue to pose pressures on both China's and Hong Kong's economies, with recovery remaining challenging in the forthcoming years[31][34]. - The Sales Price Index for Newly Constructed Commercial Residential Buildings in 70 large and medium-sized cities in China fell by 3.36% year-on-year as of July 2024[27][30]. - The Chinese government injected RMB500 billion to stabilize the market and created a financing mechanism for unfinished projects with RMB935 billion in loans[32][35]. Corporate Governance - The company recognizes the importance of sound corporate governance for long-term success and is committed to maintaining high standards[97]. - The company has complied with the applicable code provisions of the Corporate Governance Code throughout the reporting period, with some exceptions explained[98]. - The Company has mechanisms in place to ensure independent views and input are available to the Board, reviewed annually for effectiveness[113]. - The Group's corporate governance policies and practices are regularly reviewed and updated to comply with legal and regulatory requirements[121]. - The Company has established a code of conduct for securities transactions by Directors, ensuring compliance throughout the Reporting Period[123]. - The Company has not entered into any foreign exchange contracts as hedging measures against foreign currencies, maintaining a stable exposure to foreign exchange fluctuations[71]. Risk Management - The risk management framework is designed to manage risks associated with business objectives, providing reasonable assurance against material misstatement or loss[186]. - The Group has established a risk management policy to identify, evaluate, and manage principal risks affecting the business[187]. - The Board oversees the risk management and internal control systems to safeguard shareholder interests and Company assets[185]. - The Group's risk management and internal control system is designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatement or loss[194]. - Each division is responsible for identifying and assessing principal risks on a quarterly basis, implementing mitigation plans to manage those risks[192]. - The Board is responsible for reviewing and approving the effectiveness and adequacy of the Group's risk management and internal controls[192]. - An external internal control consultant was engaged to review the internal control system, with no significant areas of concern identified that could affect financial, operational, compliance, controls, and risk management[193]. Financial Management - The Group maintains a prudent financial management approach to ensure a healthy liquidity position throughout the Reporting Period[65]. - Cash and bank deposits as of December 31, 2024, were approximately HK$43.8 million, an increase from approximately HK$36.2 million in 2023[63]. - The Group's gearing ratio is not applicable due to negative total equity as of December 31, 2024[64]. - As of December 31, 2024, the Group's total borrowings amounted to approximately HK$73.7 million, a decrease from approximately HK$76.1 million in 2023[73]. - The annual interest rates of the borrowings during the Reporting Period ranged from 4.6% to 12.0% per annum, consistent with the previous year[73]. Board Composition and Appointments - The company appointed Ms. Chan Chu Hoi as an independent non-executive director effective March 28, 2025, enhancing its governance structure[94]. - Mr. Lai Xiaoliang serves as the CEO and has a background in international finance and agricultural technology cooperation[95]. - The company has complied with the GEM Listing Rules after appointing Mr. Choi Chi Wai as an independent non-executive director on August 9, 2024[100]. - Following the appointment of Mr. Chan Pak Lun as company secretary on August 9, 2024, the company has met the requirements under Rule 5.14 of the GEM Listing Rules[105]. - The board became a single-gender board after the resignation of Ms. Zhou Jin on July 18, 2023, but compliance was restored with the appointment of Ms. Chan Chu Hoi[106]. Committees and Meetings - The Company has established three functional committees: the Audit Committee, the Nomination Committee, and the Remuneration Committee, to assist the Board in discharging its duties[128]. - The Audit Committee held 2 meetings during the Reporting Period, with attendance records showing Mr. Li Kar Fai, Peter and Mr. Cao Hongmin attended all meetings (2/2), while Mr. Chan Chi Pan and Mr. Choi Chi Wai attended 1 out of 1 meetings[138]. - The remuneration committee held 3 meetings during the reporting period and reviewed the remuneration packages and performance of the directors for the year ended December 31, 2023[146][150]. - The nomination committee also held 3 meetings during the reporting period, assessing the structure, size, and composition of the board, as well as the independence of independent non-executive directors[158]. Dividend Policy - The Company adopted a dividend policy on January 1, 2019, aimed at enhancing transparency for shareholders and potential investors[173]. - Future dividend payments will depend on factors such as the Group's actual and expected financial performance, working capital requirements, and liquidity position[176]. - The Group does not recommend payment of a final dividend to shareholders for the Reporting Period, consistent with 2023[84]. - The Company will review its dividend policy periodically to ensure it aligns with financial performance and shareholder interests[175].
朝威控股(08059) - 2024 - 年度财报