思捷环球(00330) - 2024 - 年度业绩

Consolidated Financial Results Consolidated Income Statement For the year ended December 31, 2024, Esprit Holdings recorded an operating loss from continuing operations of HKD 288 million and a loss from discontinued operations of HKD 940 million, resulting in a total loss attributable to company shareholders of HKD 1.227 billion, with basic and diluted loss per share of HKD 0.43 Consolidated Income Statement | Metric | 2024 (HKD million) | 2023 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 42 | 50 | -16% | | Gross Profit | 41 | 31 | +32.3% | | Operating Loss from Continuing Operations | (288) | (181) | Increased 59.1% | | Loss Before Tax from Continuing Operations | (290) | (172) | Increased 68.6% | | Loss from Continuing Operations | (287) | (213) | Increased 34.7% | | Loss from Discontinued Operations | (940) | (2,126) | Decreased 55.8% | | Loss Attributable to Company Shareholders | (1,227) | (2,339) | Decreased 47.5% | | Basic and Diluted Loss Per Share | (0.43) HKD | (0.83) HKD | Decreased 48.2% | | Loss Per Share from Continuing Operations | (0.10) HKD | (0.08) HKD | Increased 25% | | Loss Per Share from Discontinued Operations | (0.33) HKD | (0.75) HKD | Decreased 56% | Consolidated Statement of Comprehensive Income For the year ended December 31, 2024, the total comprehensive loss attributable to company shareholders was HKD 1.789 billion, a narrowing from HKD 2.269 billion in the prior year, primarily due to reduced losses from discontinued operations and foreign exchange translation effects Consolidated Statement of Comprehensive Income | Metric | 2024 (HKD million) | 2023 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Company Shareholders | (1,227) | (2,339) | Decreased 47.5% | | Foreign Exchange Translation (Loss)/Gain from Continuing Operations | (65) | 177 | Turned from gain to loss | | Foreign Exchange Translation Gain/(Loss) from Discontinued Operations | 29 | (100) | Turned from loss to gain | | Recycling of Translation Reserve | (525) | – | New loss | | Total Comprehensive Loss for the Year Attributable to Company Shareholders | (1,789) | (2,269) | Decreased 21.2% | | - Continuing Operations | (352) | (36) | Increased 877.8% | | - Discontinued Operations | (1,437) | (2,233) | Decreased 35.7% | Consolidated Statement of Financial Position As of December 31, 2024, Esprit Holdings' total assets significantly decreased to HKD 416 million, and total liabilities fell to HKD 239 million, primarily due to the deconsolidation of several subsidiaries, with net current assets of HKD 37 million and total equity of HKD 177 million Consolidated Statement of Financial Position | Metric | 2024 (HKD million) | 2023 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Intangible Assets | 268 | 1,296 | -79.3% | | Property, Plant and Equipment | – | 177 | -100% | | Right-of-Use Assets | 3 | 1,280 | -99.8% | | Total Assets | 416 | 5,762 | -92.8% | | Current Liabilities | 84 | 2,483 | -96.6% | | Net Current Assets | 37 | 105 | -64.8% | | Total Equity | 177 | 1,966 | -91% | | Non-Current Liabilities | 155 | 1,313 | -88.2% | | Total Liabilities | 239 | 3,796 | -93.7% | Notes to the Consolidated Financial Statements Basis of Preparation The Group's consolidated financial statements are prepared on a going concern basis, as the Board believes the Group has sufficient working capital through deconsolidation of subsidiaries, equity financing, and business model transformation, despite facing losses and cash outflows, with the report also detailing the treatment of discontinued operations and compliance with and adoption of accounting standards Going Concern Despite significant losses and cash outflows in 2024, the Group's financial statements are prepared on a going concern basis, supported by strategic business model transformation and sufficient working capital for the next 12 months - The Group recorded a net loss attributable to shareholders of HKD 1.227 billion and a net cash outflow of HKD 353 million in 2024[7] - European operations faced severe challenges due to inflation, rising interest rates, increased energy prices, and geopolitical conflicts, resulting in extremely high operating costs and insufficient liquidity[8] - The Company decided to initiate bankruptcy proceedings for its European subsidiaries and transition to an asset-light, license-focused business model to improve its liquidity position[9] - The Board reviewed cash flow forecasts and determined that the Group has sufficient working capital to meet its financial obligations for the next 12 months, making the preparation of financial statements on a going concern basis appropriate[11] Deconsolidation of Subsidiaries The Company initiated bankruptcy or liquidation proceedings for several subsidiaries across multiple regions, leading to their deconsolidation and a significant reduction in the Group's total liabilities - Several of the Company's subsidiaries in Switzerland, Belgium, Germany, Denmark, the Netherlands, Hong Kong, and the United States initiated bankruptcy proceedings or creditors' voluntary liquidation[12][13] - The financial results of these subsidiaries ceased to be consolidated with the Group, leading to a reduction in the Group's total liabilities from HKD 3.796 billion in 2023 to HKD 239 million in 2024[9][20] Impact of Deconsolidation on Consolidated Financial Statements | Item | As of Deconsolidation Date (HKD million) | | :--- | :--- | | Carrying Amount of Net Liabilities Disposed | 2,187 | | Recycling of Translation Reserve | 525 | | Gain on Deconsolidation | 2,712 | | Cash Outflow from Deconsolidated Subsidiaries | (332) | Discontinued Operations The Group ceased most of its retail, wholesale, and online store operations due to bankruptcy proceedings, transitioning to an asset-light model, with discontinued operations primarily encompassing European, US, and Hong Kong businesses - Due to bankruptcy proceedings, the Group ceased most of its retail, wholesale, and online store operations (excluding licensing businesses) and transitioned to an asset-light business model[21] - Discontinued operations primarily included businesses in Europe, the United States, and Hong Kong[21] Financial Performance of Discontinued Operations | Metric | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | Revenue | 1,551 | 5,862 | | Expenses | (5,231) | (8,273) | | Gain on Deconsolidation | 2,712 | – | | Loss Before Tax | (968) | (2,411) | | Loss from Discontinued Operations, Net of Tax | (940) | (2,126) | | Basic and Diluted Loss Per Share | (0.33) HKD | (0.75) HKD | Compliance with IFRS and Hong Kong Companies Ordinance The Group's consolidated financial statements are prepared in compliance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - The Group's consolidated financial statements are prepared in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[23] Historical Cost Convention The consolidated financial statements are prepared on a historical cost basis, with exceptions for certain financial assets and defined benefit plan assets measured at fair value - The consolidated financial statements are prepared on a historical cost basis, except for certain financial assets and defined benefit retirement plan assets measured at fair value[24] Revised Standards and Interpretations Adopted by the Group The Group adopted several revised accounting standards and interpretations during the year, which had no significant impact on its consolidated financial statements - Revisions to accounting standards such as IFRS 16 (amended), IAS 1 (amended), and IAS 7 and IFRS 7 (amended) were adopted during the year[26] - These revisions had no significant impact on the Group's consolidated financial statements[26] New and Revised Standards Not Yet Adopted by the Group The Group has not early adopted new and revised standards, which are not expected to have a significant impact on the financial statements, except for IFRS 18 affecting presentation and disclosure - The Group has not early adopted new and revised standards such as IFRS 10 and IAS 28 (amended), IAS 21 (amended), IFRS 9, and IFRS 7 (amended)[27] - These standards and amendments are not expected to have any significant impact on the Group, except for IFRS 18 which primarily affects presentation and disclosure[27] Segment Information The Group's operating segments are structured by geographical regions and sales channels, with discontinued retail, wholesale, and online store operations in Europe, the US, and Hong Kong now classified as discontinued operations - The Group has transitioned to an asset-light, license-focused business model and is committed to maintaining the global influence of the Esprit brand[28] - Operating segments at the geographical level for continuing and discontinued operations include Europe, Asia, and global online stores, licensing, corporate services, and sourcing activities[28] 2024 Segment Revenue (from External Customers) | Channel | Continuing Operations (HKD million) | Discontinued Operations (HKD million) | Group Total (HKD million) | | :--- | :--- | :--- | :--- | | Retail | – | 386 | 386 | | Wholesale | – | 557 | 557 | | Online Stores | – | 584 | 584 | | Licensing and Others | 42 | 24 | 66 | | Total | 42 | 1,551 | 1,593 | 2024 Segment Operating (Loss)/Profit | Channel | Continuing Operations (HKD million) | Discontinued Operations (HKD million) | Group Total (HKD million) | | :--- | :--- | :--- | :--- | | Retail | – | (546) | (546) | | Wholesale | – | (34) | (34) | | Online Stores | – | (54) | (54) | | Licensing and Others | (288) | (310) | (598) | | Total | (288) | (944) | (1,232) | Non-Current Assets (Excluding Deferred Tax Assets, Interests in a Joint Venture, and Financial Instruments) | Country or Region | December 31, 2024 (HKD million) | December 31, 2023 (HKD million) | | :--- | :--- | :--- | | Hong Kong | 3 | 31 | | Germany | – | 703 | | Other Countries | 268 | 2,019 | | Total | 271 | 2,753 | Revenue Total revenue from external customers significantly decreased by 73% to HKD 1.593 billion, primarily due to a sharp decline in discontinued operations' revenue, with continuing operations contributing HKD 42 million mainly from licensing and other businesses Total Revenue from External Customers | Item | 2024 (HKD million) | 2023 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Retail and Wholesale | 943 | 3,603 | -73.8% | | Online Stores | 584 | 2,184 | -73.2% | | Licensing and Others | 66 | 125 | -47.1% | | Total | 1,593 | 5,912 | -73.0% | | - From Continuing Operations | 42 | 50 | -16.0% | | - From Discontinued Operations | 1,551 | 5,862 | -73.5% | - Retail and wholesale revenue from Germany decreased from HKD 1.832 billion to HKD 452 million, and online store revenue decreased from HKD 1.177 billion to HKD 308 million, primarily due to bankruptcy proceedings[40][41] Operating Loss Operating loss from continuing operations was primarily driven by employee costs, depreciation, impairment losses, and foreign exchange translation losses, including HKD 90 million in trademark impairment and HKD 28 million in right-of-use asset impairment Key Expenses from Continuing Operations | Item | 2024 (HKD million) | 2023 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Staff Costs | 102 | 147 | -30.6% | | Lease Costs | 2 | 4 | -50% | | Logistics Expenses | 1 | 3 | -66.7% | | Marketing and Advertising Expenses | – | 8 | -100% | | Depreciation of Property, Plant and Equipment | 1 | 4 | -75% | | Depreciation of Right-of-Use Assets | 8 | 10 | -20% | | Impairment Loss on Right-of-Use Assets | 28 | – | New | | Impairment Loss on Trademarks | 90 | – | New | | Net Foreign Exchange Translation Loss/(Gain) | 117 | (20) | Turned from gain to loss | | Legal and Professional Fees | 32 | 8 | +300% | Interest Income Interest income from bank deposits for continuing operations significantly decreased from HKD 13 million in 2023 to HKD 1 million in 2024 Interest Income | Item | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | Total Interest Income from Continuing Operations | 1 | 13 | | Total Interest Income from Discontinued Operations | – | 1 | Finance Costs Finance costs for continuing operations increased from zero in 2023 to HKD 3 million in 2024, primarily due to interest on lease liabilities and borrowings, while discontinued operations incurred HKD 24 million in finance costs Finance Costs | Item | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | Interest on Lease Liabilities | 1 | – | | Interest on Borrowings | 2 | – | | Total Finance Costs from Continuing Operations | 3 | – | | Total Finance Costs from Discontinued Operations | 24 | 46 | Taxation Continuing operations recorded a tax income of HKD 3 million, compared to a tax expense of HKD 41 million in the prior year, mainly due to deferred tax credits, including the impact of deconsolidated subsidiaries Total Tax (Income)/Expense | Item | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | From Continuing Operations | (3) | 41 | | From Discontinued Operations | (28) | (285) | - Deferred tax credits primarily relate to the reversal of temporary differences, including the deconsolidation of subsidiaries under bankruptcy proceedings[43] Intangible Assets Intangible assets significantly decreased from HKD 1.296 billion in 2023 to HKD 268 million in 2024, primarily due to trademark impairment losses of HKD 751 million from discontinued operations and HKD 149 million from deconsolidation of subsidiaries Movement in Intangible Assets | Item | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | Balance at Beginning of Year | 1,296 | 1,595 | | Foreign Exchange Translation | (35) | 63 | | Additions | 3 | 49 | | Amortisation Expense for Software and Customer Relationships from Discontinued Operations | (6) | (31) | | Impairment Loss on Trademarks from Continuing Operations | (90) | – | | Impairment Loss on Trademarks from Discontinued Operations | (751) | (396) | | Impairment Loss on Goodwill from Discontinued Operations | – | (61) | | Deconsolidation of Subsidiaries | (149) | – | | Balance at End of Year | 268 | 1,296 | Trade and Other Receivables, Deposits and Prepayments Non-current receivables and deposits decreased from HKD 344 million to HKD 1 million, and net current trade receivables decreased from HKD 516 million to HKD 1 million, both primarily due to the deconsolidation of subsidiaries Non-Current Trade and Other Receivables and Deposits | Item | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | Deposits | 1 | 340 | | Other Receivables | – | 4 | | Total | 1 | 344 | Current Trade and Other Receivables, Deposits and Prepayments | Item | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | Net Trade Receivables | 1 | 516 | | Deposits | 5 | 37 | | Prepayments | 22 | 106 | | Right of Return Assets | – | 71 | | Other Receivables | 6 | 102 | | Total | 34 | 832 | - Net trade receivables decreased by almost 100%, primarily because most trade receivables were recorded under European subsidiaries, which have been deconsolidated from the Group[47][74] Trade and Other Payables and Accruals Total trade and other payables and accruals significantly decreased from HKD 1.307 billion to HKD 66 million, with trade payables falling by 98% to HKD 8 million, primarily due to the deconsolidation of European subsidiaries Trade and Other Payables and Accruals | Item | 2024 (HKD million) | 2023 (HKD million) | | :--- | :--- | :--- | | Trade Payables | 8 | 374 | | Accruals | 30 | 474 | | Return Liabilities | – | 168 | | Other Payables | 28 | 291 | | Total | 66 | 1,307 | - Trade payables decreased by 98%, primarily because trade payables were recorded under European subsidiaries, which have been deconsolidated from the Group[75] Share Capital The Company's issued and fully paid share capital remained at HKD 283 million as of December 31, 2024, with 2.831 billion ordinary shares issued, and no share options or awards granted during the year Issued and Fully Paid Share Capital | Item | December 31, 2024 (million shares) | December 31, 2023 (million shares) | | :--- | :--- | :--- | | Number of Issued Ordinary Shares | 2,831 | 2,831 | | Par Value (HKD million) | 283 | 283 | - No share options were granted, and no unvested award shares were outstanding during the year ended December 31, 2024[50][51] Loss Per Share Basic and diluted loss per share attributable to company shareholders decreased from HKD 0.83 in 2023 to HKD 0.43 in 2024, primarily due to the narrowing loss from discontinued operations Loss Per Share | Metric | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Basic Loss Per Share | (0.43) | (0.83) | | - From Continuing Operations | (0.10) | (0.08) | | - From Discontinued Operations | (0.33) | (0.75) | | Diluted Loss Per Share | (0.43) | (0.83) | | - From Continuing Operations | (0.10) | (0.08) | | - From Discontinued Operations | (0.33) | (0.75) | - Diluted loss per share is consistent with basic loss per share due to the anti-dilutive effect of share options[55] Dividends The Board did not declare or recommend any dividends for the year ended December 31, 2024, consistent with the prior year - The Board did not declare or recommend any dividends for the year ended December 31, 2024[56] Management Discussion and Analysis Business Review The Group faced severe challenges in the European market, leading to bankruptcy proceedings for several subsidiaries and a strategic shift to an asset-light, license-focused business model, with expansion efforts in Greater China and North America - The Group faced severe challenges in Europe, including a weak macroeconomic environment, high energy costs, inflation, and geopolitical conflicts, resulting in high operating costs[57][58] - The Company initiated bankruptcy proceedings for and deconsolidated several subsidiaries in Europe, the Netherlands, Hong Kong, and the United States[59] - The Company is strategically transforming towards an asset-light, license-focused business model to ensure long-term health, sustainability, and profitability[59][60] - The Company retains Esprit trademark rights in all regions outside Europe and has established partnerships in Greater China and North America, actively exploring licensing opportunities[60][63] - The net loss attributable to shareholders for the year was HKD 1.227 billion, a narrowing from HKD 2.339 billion in the prior year, primarily due to a one-off gain of HKD 2.712 billion from deconsolidation[59][60] - Total impairment losses for the year amounted to HKD 2.144 billion (trademarks, right-of-use assets, property, plant and equipment), while provisions for inventory, trade receivables, and loans to a joint venture totaled HKD 1.304 billion[62] Financial Review The year's financial performance was significantly impacted by the deconsolidation of subsidiaries and business model transformation, leading to substantial declines in total revenue, operating expenses, and working capital items, with liquidity strained by deconsolidation cash outflows but supported by new borrowings, increasing the debt-to-equity ratio Revenue Analysis Total revenue, including continuing and discontinued operations, decreased by 73% to HKD 1.593 billion, primarily due to bankruptcy proceedings in Germany, with all channels experiencing declines except for licensing and other businesses - Total revenue for the year (including continuing and discontinued operations) was HKD 1.593 billion, a 73% decrease from HKD 5.912 billion in the prior year, primarily attributable to the bankruptcy proceedings of German subsidiaries[66] - Revenue contribution from Germany accounted for 49% of total revenue, a decrease from 52% in the prior year, due to a shorter operating period[66] - All channels experienced declines: e-commerce revenue decreased by 73%, wholesale revenue by 74%, own retail store revenue by 74%, while licensing and others recorded a smaller decrease of 47%[67] - The HKD 42 million revenue from continuing operations primarily stemmed from licensing businesses[67] Gross Profit Margin The gross profit margin, including continuing and discontinued operations, decreased by 4.8 percentage points to 37.5%, primarily due to increased sales discounts in a challenging market - The gross profit margin for the year (including continuing and discontinued operations) was 37.5%, a 4.8 percentage point decrease from 42.3% in the prior year, primarily due to increased sales discounts in a sluggish market[68] Operating Expenses Total operating expenses decreased by 64% to HKD 1.83 billion, mainly due to a shorter operating period and cost-saving measures, with significant reductions in marketing, advertising, logistics, and staff costs - Total operating expenses for the year amounted to HKD 1.83 billion, a 64% decrease from HKD 5.047 billion in the prior year, primarily due to a shorter operating period and cost-saving measures[69] - Marketing and advertising expenses decreased by 88% to HKD 72 million, and logistics expenses decreased by 65% to HKD 165 million[69] - Staff costs for continuing operations decreased by 31% to HKD 102 million[70] Working Capital Management Inventory, net trade receivables, and trade payables all significantly decreased to near zero, primarily due to the deconsolidation of European and US subsidiaries - Inventory balance decreased by 100% from HKD 1.301 billion in 2023 to zero, primarily due to the deconsolidation of European and US subsidiaries[71] - Net trade receivables decreased by almost 100% from HKD 516 million in 2023 to HKD 1 million, primarily due to the deconsolidation of European subsidiaries[74] - Trade payables decreased by 98% from HKD 374 million in 2023 to HKD 8 million, primarily due to the deconsolidation of European subsidiaries[75] Liquidity and Financial Resources Analysis Total cash, bank balances, and deposits decreased by HKD 356 million to HKD 79 million, with cash outflows from deconsolidation and lease liability repayments partially offset by new borrowings, leading to an increased debt-to-equity ratio - Total cash, bank balances, and deposits decreased from HKD 435 million in 2023 to HKD 79 million in 2024, a net decrease of HKD 356 million[77] - Cash outflows primarily resulted from the deconsolidation of subsidiaries (HKD 332 million) and lease liability repayments (HKD 230 million), partially offset by net external interest-bearing borrowings of HKD 109 million[79] - Total external interest-bearing borrowings amounted to HKD 109 million (2023: zero), and the debt-to-equity ratio increased to 26% (2023: zero)[80] Capital Structure No equity fundraising activities were undertaken during the year, with working capital and capital expenditures primarily funded by cash on hand, internally generated funds, and long-term borrowings - No equity fundraising activities were undertaken during the year, with working capital requirements and capital expenditures primarily funded by cash on hand, internally generated funds, and long-term borrowings[81] Foreign Exchange Risk The Group is exposed to foreign exchange risk from multiple currencies, including EUR, RMB, and USD, but has not entered into hedging plans due to significant market volatility - The Group is exposed to foreign exchange risk from multiple currencies, including EUR, RMB, and USD, but has not entered into hedging plans due to severe market volatility[82] Treasury Policy The Group maintains a prudent funding and treasury policy, placing cash in short-term deposits with reputable banks and continuously reviewing its financing strategies - The Group adopts a prudent funding and treasury policy, placing cash in short-term deposits with reputable banks and continuously reviewing its financing strategies[83] Material Investments and Major Acquisitions and Disposals Apart from the disclosed bankruptcy proceedings of subsidiaries, the Group had no other material investments or major acquisitions or disposals during the year - Apart from the bankruptcy proceedings of subsidiaries, the Group had no other material investments or major acquisitions or disposals of subsidiaries during the year[84] Capital Commitments As of December 31, 2024, the Group had no significant capital commitments, a substantial reduction from HKD 15 million in 2023 - As of December 31, 2024, the Group had no significant capital commitments (December 31, 2023: HKD 15 million)[85] Pledge of the Group's Assets The Group's long-term borrowings are secured by the businesses, properties, and assets of two subsidiaries, including trademarks valued at HKD 268 million, shares of one subsidiary, and a HKD 22 million loan receivable from a joint venture - Long-term borrowings are secured by all businesses, properties, and assets of two of the Company's subsidiaries, including trademarks with a carrying amount of HKD 268 million[87] - Long-term borrowings are also secured by shares of one of the Company's subsidiaries and a HKD 22 million loan receivable from a joint venture[87] Contingent Liabilities The Group faces an indemnity guarantee related to the early termination of lease agreements for subsidiaries in bankruptcy proceedings, with potential claims not exceeding HKD 14 million, but no provision has been recognized as the matter is under negotiation and the amount cannot be reliably measured - The Group faces an indemnity guarantee related to the early termination of lease agreements for relevant subsidiaries undergoing bankruptcy proceedings, with potential claims not exceeding HKD 14 million[88] - No provision has been recognized in the financial statements as the matter is still under review and the amount cannot be reliably measured at this stage[88] Number of Employees and Remuneration Policy The Group's employee count significantly decreased from 2,335 to approximately 55, primarily due to the deconsolidation of European and US subsidiaries, with a commitment to competitive remuneration to attract and retain talent - As of December 31, 2024, the Group employed approximately 55 full-time equivalent employees, a significant reduction from approximately 2,335 in 2023[89] - The reduction in employees was primarily due to the deconsolidation of European and US subsidiaries following bankruptcy proceedings[89] - The Group is committed to offering a competitive remuneration package to attract and retain high-quality and capable employees[89] Dividends The Board resolved not to declare or pay any final dividend for the year due to the Group recording a net loss - Due to the Group recording a net loss for the year, the Board resolved not to declare or pay any final dividend for the year[90] Significant Events After the Reporting Period Change of Company Secretary and Authorised Representative Mr. Wei Wai Kin resigned as Company Secretary and Authorised Representative, effective January 15, 2025, with Mr. Man Wai Chuen appointed as the new Company Secretary and Authorised Representative - Mr. Wei Wai Kin resigned as Company Secretary and Authorised Representative, and Mr. Man Wai Chuen was appointed, effective January 15, 2025[91] Changes in Composition of the Company's Directors and Board Committees Multiple changes occurred in the Board and its committee members, including the appointments of Mr. Yu Chung Leung, Ms. Lau Hang Shuk, and Ms. Liu Chui Fong, and the resignations of Mr. Giles William Nicholas, Mr. Strippoli Anthony Nicola, Mr. Chung Kwok Pan, and Mr. Ha Kei Choi - Mr. Yu Chung Leung was appointed as an Independent Non-executive Director and member of several committees, Ms. Lau Hang Shuk was appointed as Chairman of the Remuneration Committee, and Ms. Liu Chui Fong was appointed as an Independent Non-executive Director and member of several committees[92] - Mr. Giles William Nicholas, Mr. Strippoli Anthony Nicola (Executive Director), Mr. Chung Kwok Pan, and Mr. Ha Kei Choi (Independent Non-executive Directors) resigned[92] Change of the Company's Auditor PricewaterhouseCoopers resigned as the Company's auditor due to an inability to agree on audit fees, and Crowe (HK) CPA Limited was appointed as the new auditor - PricewaterhouseCoopers resigned as the Company's auditor due to an inability to reach a consensus on audit fees[93] - Crowe (HK) CPA Limited was appointed as the Company's new auditor, effective March 6, 2025[93] Outlook The Company is strategically transforming to an asset-light, license-focused business model by deconsolidating subsidiaries and terminating capital-intensive retail operations, aiming to reduce capital expenditure, enhance brand value, and achieve sustainable growth and stable royalty income through strategic partnerships in regions like Greater China and North America - The Company has commenced a strategic transformation towards an asset-light, license-focused business model to alleviate the substantial capital expenditures associated with sourcing, distribution, and retail operations[94] - The Group's financial position has significantly improved following the deconsolidation of loss-making entities, particularly European subsidiaries undergoing bankruptcy proceedings[94] - The Company considers the Esprit brand intellectual property its most valuable asset and is committed to maintaining its global influence and enhancing brand value[94] - The Company has established partnerships in Greater China and North America and is actively collaborating with other potential strategic partners to explore Esprit intellectual property licensing opportunities across various regions and product categories[96] - The licensing business, being asset-light and non-capital intensive, will generate a stable and growing revenue stream while transferring business and associated risks to licensing partners[97] Other Information Publication of Annual Report The Company's annual report will be dispatched to shareholders and published on the HKEX and the Company's website in July 2025 - The Company's annual report will be dispatched to shareholders and published on the Stock Exchange and the Company's website in July 2025[98] Annual General Meeting The Company will hold its Annual General Meeting on Thursday, August 21, 2025 - The Company will hold its Annual General Meeting on Thursday, August 21, 2025[99] Closure of Register of Members To determine shareholders' eligibility to attend and vote at the Annual General Meeting, the Company will suspend share transfer registration from August 18 to August 21, 2025 - The register of members will be closed from Monday, August 18, 2025, to Thursday, August 21, 2025[100] - The record date will be Thursday, August 21, 2025[100] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed and agreed to the Group's accounting standards, risk management, internal control systems, and financial reporting matters, including the annual results - The Audit Committee comprises three Independent Non-executive Directors: Mr. Lo Kin Ching, Mr. Yu Chung Leung, and Ms. Liu Chui Fong[101] - The Audit Committee reviewed and agreed to the Group's annual results contained in this announcement[101] Scope of Work of the Company's Auditor The financial figures in this announcement have been agreed upon by the Group's auditor, Crowe (HK) CPA Limited, but their work does not constitute an assurance engagement, and thus no assurance opinion has been issued - The financial figures contained in this announcement have been agreed upon by the auditor, Crowe (HK) CPA Limited[102] - The work performed by the auditor in this regard does not constitute an assurance engagement, and therefore no assurance opinion has been issued on this announcement[102] Purchase, Sale or Redemption of the Company's Shares Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares during the year - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares during the year[103] Corporate Governance The Company applied and complied with the principles and code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules during the year - The Company applied and complied with the relevant principles and code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules during the year[104] Standard Code for Securities Transactions by Directors The Company adopted a code of conduct no less exacting than the Listing Rules' standard code, and all directors confirmed compliance throughout the year - The Company adopted a code of conduct no less exacting than the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[105] - All Directors confirmed compliance with the required standards set out in the Standard Code throughout the year[105] Resumption of Trading The Company's shares were suspended from trading on April 1, 2025, and an application has been made to the Stock Exchange for resumption of trading from July 2, 2025 - The Company's shares were suspended from trading on the Stock Exchange from 9:00 a.m. on April 1, 2025[106] - The Company applied to the Stock Exchange for the resumption of trading in its shares from 9:00 a.m. on July 2, 2025[106]