TATA健康(01255) - 2025 - 年度业绩

Financial Summary The company experienced a significant shift from profit to loss in FY2023, with a negative net profit margin and diluted EPS 2023 Financial Highlights (Thousand HKD) | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Revenue | 207,542 | 144,606 | | Gross Profit | 150,762 | 113,944 | | Loss/Profit Before Tax | (35,420) | 2,497 | | Loss/Profit Attributable to Owners of the Company | (32,294) | 8,047 | | Gross Profit Margin | 72.6% | 78.8% | | Loss/Profit Margin Attributable to Owners of the Company | (15.6%) | 5.6% | | Loss/Earnings Per Share — Basic and Diluted | (0.13) | 0.03 | Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended December 31, 2023, the Group turned from profit to loss, recording a net loss of 36,046 thousand HKD, primarily due to increased cost of sales, impairment loss on non-financial assets, and a significant decrease in other gains, resulting in a basic and diluted loss per share of 0.13 HKD Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (Thousand HKD) | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Revenue | 207,542 | 144,606 | | Cost of Sales, Net | (56,780) | (30,662) | | Gross Profit | 150,762 | 113,944 | | Other Income | 7,343 | 5,398 | | Other Gains and Losses | 571 | 33,128 | | Impairment Loss on Non-financial Assets | (7,022) | (604) | | Selling and Distribution Costs | (80,399) | (61,789) | | Administrative Expenses | (100,504) | (83,838) | | Loss/Profit Before Tax | (35,420) | 2,497 | | Loss/Profit for the Year | (36,046) | 1,599 | | Loss/Profit Attributable to Owners of the Company | (32,294) | 8,047 | | Loss/Earnings Per Share — Basic and Diluted | (0.13) | 0.03 | - Other gains and losses significantly decreased from 33,128 thousand HKD in 2022 to 571 thousand HKD in 2023, a key factor in the shift from profit to loss[4] - Impairment loss on non-financial assets significantly increased from 604 thousand HKD in 2022 to 7,022 thousand HKD in 2023[4] Consolidated Statement of Financial Position As of December 31, 2023, the Group reported net current liabilities of 45,931 thousand HKD and total liabilities exceeding total assets by 16,172 thousand HKD, indicating a deteriorating financial position Consolidated Statement of Financial Position Summary (Thousand HKD) | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Non-current Assets | 45,302 | 75,990 | | Current Assets | 136,808 | 100,062 | | Current Liabilities | 182,739 | 148,477 | | Net Current Liabilities | (45,931) | (48,415) | | Total Assets Less Current Liabilities | (629) | 27,575 | | Non-current Liabilities | 15,543 | 10,245 | | Net (Liabilities)/Assets | (16,172) | 17,330 | | Equity Attributable to Owners of the Company | 1,721 | 32,083 | | Non-controlling Interests | (17,893) | (14,753) | | Total Equity | (16,172) | 17,330 | - Non-current assets decreased from 75,990 thousand HKD in 2022 to 45,302 thousand HKD in 2023, primarily due to a significant reduction in loans to an associate[6] - Total equity shifted from 17,330 thousand HKD in 2022 to negative 16,172 thousand HKD in 2023, reflecting a deterioration in the company's financial health[7] Notes to the Consolidated Financial Statements 1. General Information The company is an investment holding company, with its subsidiaries primarily engaged in trading footwear and healthcare products, and providing financial and online medical services - The company is a listed entity incorporated in the Cayman Islands, with its shares listed on the Hong Kong Stock Exchange[8] - The Group's principal activities include trading footwear products, trading healthcare products, financial services, and online medical services[8] 2. Application of Revised Hong Kong Financial Reporting Standards The Group adopted several new and revised HKFRS for the first time this year, leading to accounting policy changes and restatement of 2022 results and balances due to the abolition of the MPF offsetting mechanism against long service payment in Hong Kong New and Revised HKFRS Mandatorily Effective in the Current Year The Group applied amendments to HKFRS 17 (Insurance Contracts), HKAS 8 (Definition of Accounting Estimates), HKAS 12 (Deferred Tax and International Tax Reform), and HKAS 1 (Disclosure of Accounting Policies) this year - This year, amendments to HKFRS 17 (Insurance Contracts), HKAS 8 (Definition of Accounting Estimates), HKAS 12 (Deferred Tax and International Tax Reform), and HKAS 1 (Disclosure of Accounting Policies) were applied[9] Changes in Accounting Policies Due to the abolition of the MPF offsetting mechanism against long service payment in Hong Kong, the Group changed its accounting policy, no longer applying the practical expedient in HKAS 19 paragraph 93(b) - Due to the abolition of the MPF offsetting mechanism against long service payment in Hong Kong, the Group changed its accounting policy, no longer applying the practical expedient in HKAS 19 paragraph 93(b)[10][11][12] - The accounting policy change led to the restatement of results and balances for the year ended December 31, 2022, impacting the 2023 consolidated statement of profit or loss and statement of financial position[13] New and Revised HKFRS Issued But Not Yet Effective The Group has not early adopted several new and revised HKFRS issued but not yet effective, and directors anticipate no significant impact on the consolidated financial statements from their future application - The Group has not early adopted several new and revised HKFRS issued but not yet effective, including amendments related to sales of assets between an investor and its associate, sale and leaseback, classification of current or non-current liabilities, supplier finance arrangements, lack of exchangeability, classification and measurement of financial instruments, and presentation and disclosure in financial statements[14] - The directors anticipate that the application of all new and revised HKFRS in the foreseeable future will not have a significant impact on the consolidated financial statements[15] 3. Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policies Information The Group's consolidated financial statements are prepared in accordance with HKFRS, but due to missing records from former directors, management used alternative methods; despite significant going concern uncertainties, the board deems the going concern basis appropriate given financial support and business disposal plans 3.1 Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are prepared in accordance with HKFRS and comply with the disclosure requirements of the Listing Rules and the Hong Kong Companies Ordinance - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and comply with the disclosure requirements of the Listing Rules and the Hong Kong Companies Ordinance[16] - Due to the inability to locate certain books, records, and supporting documents of Shanghai Ying Group and Shang Ying Group after the resignation of former executive director Mr. Yang Jun, the Board decided to consolidate these groups based on their carrying amounts of assets and liabilities as of June 30, 2023, and their results and cash flow data[18][19] Going Concern Basis Despite significant financial challenges including net loss and negative equity, the Board believes the going concern basis for financial statement preparation is appropriate, supported by a director's financial commitment and planned business disposals - As of December 31, 2023, the Group recorded a net loss of approximately 36,046 thousand HKD, net current liabilities of approximately 45,931 thousand HKD, and total liabilities exceeding total assets by approximately 16,172 thousand HKD[19] - The Board believes that, with financial support of 50,000 thousand HKD from non-executive director Mr. Zhang Mingqi and plans to dispose of Shanghai Ying Group and Shang Ying Group to eliminate related liabilities, preparing the consolidated financial statements on a going concern basis is appropriate[20][21][22] - Despite these plans, significant uncertainties regarding the Group's ability to continue as a going concern exist, and adjustments to asset values, liability provisions, and asset/liability classifications would be required if it cannot continue as a going concern[22] 4. Revenue The Group's total revenue for 2023 was 207,542 thousand HKD, a 43.5% increase from 2022, primarily driven by footwear product sales which constituted the vast majority of total revenue Revenue Breakdown (Thousand HKD) | Category | 2023 | 2022 | | :--- | :--- | :--- | | Sales of Goods | | | | Footwear Products | 203,336 | 141,396 | | Healthcare Products | — | 237 | | Financial Services | 4,104 | 2,540 | | Online Medical Services | 102 | 433 | | Total Revenue | 207,542 | 144,606 | | Sales Channels | | | | Retail | 198,507 | 136,164 | | Wholesale | 4,829 | 5,232 | | Internet | 102 | 670 | | Corporate | 4,104 | 2,540 | | Timing of Revenue Recognition | | | | At a point in time | 203,438 | 143,249 | | Over time | 4,104 | 1,357 | - Footwear product sales were the primary revenue source, reaching 203,336 thousand HKD in 2023, accounting for over 98% of total revenue[23] - Healthcare product revenue decreased to zero in 2023, and online medical services revenue also significantly declined[23] 5. Operating Segments The Group's operating segments include trading footwear products, trading healthcare products, financial services, and online medical services; in 2023, the footwear segment saw significant revenue growth, while other segments continued to incur losses or shrink, with the Group's revenue and non-current assets primarily concentrated in Hong Kong Segment Revenue and Results Analysis The footwear product segment shifted from profit to loss in 2023 despite revenue growth, while other segments continued to record losses or saw revenue decline Operating Segment Revenue and Results (Thousand HKD) | Segment | 2023 Revenue | 2023 Segment Results | 2022 Revenue (Restated) | 2022 Segment Results (Restated) | | :--- | :--- | :--- | :--- | :--- | | Trading Footwear Products | 203,336 | (9,780) | 141,396 | 32,454 | | Trading Healthcare Products | — | (2,388) | 237 | (3,310) | | Financial Services | 4,104 | (3,077) | 2,540 | (2,783) | | Online Medical Services | 102 | (4,460) | 433 | (10,183) | | Total | 207,542 | (19,705) | 144,606 | 16,178 | - The footwear product segment shifted from a profit of 32,454 thousand HKD in 2022 to a loss of 9,780 thousand HKD in 2023, despite revenue growth[27] - Healthcare products, financial services, and online medical services segments all recorded losses in 2023, with healthcare product revenue dropping to zero[27] Geographical Information The Group's revenue and non-current assets are primarily concentrated in Hong Kong, with other regions contributing smaller portions Revenue by Geographical Region (Thousand HKD) | Region | 2023 | 2022 | | :--- | :--- | :--- | | Hong Kong | 190,644 | 135,062 | | Australia | — | 237 | | Macau | 16,796 | 8,874 | | Mainland China | 102 | 433 | | Total | 207,542 | 144,606 | Non-current Assets by Geographical Region (Thousand HKD) | Region | 2023 | 2022 | | :--- | :--- | :--- | | Hong Kong | 27,363 | 24,434 | | Mainland China | 7 | 11 | | Australia | 4 | 4 | | Macau | 2,484 | 84 | | Total | 29,858 | 24,533 | - Hong Kong is the Group's primary source of revenue, contributing 190,644 thousand HKD in 2023[31] Major Customers Information No single customer accounted for more than 10% of the Group's total revenue in either the current or prior year - No single customer accounted for more than 10% of the Group's total revenue in either year[32] 6. Loss/Profit Before Tax The Group's loss before tax for 2023 was 35,420 thousand HKD, primarily due to increased staff costs, depreciation, impairment loss on property, plant and equipment, and a decrease in net reversal of inventory provisions Loss/Profit Before Tax Components (Thousand HKD) | Item | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Total Staff Costs | 70,244 | 70,350 | | Auditor's Remuneration | 2,400 | 2,080 | | Net Reversal of Inventory Provisions | (17,985) | (23,472) | | Inventory Costs Recognized as Expense | 56,780 | 30,662 | | Depreciation of Property, Plant and Equipment | 14,158 | 12,017 | | Impairment Loss on Property, Plant and Equipment | 7,022 | 604 | - Net reversal of inventory provisions decreased from 23,472 thousand HKD in 2022 to 17,985 thousand HKD in 2023[33] - Impairment loss on property, plant and equipment significantly increased from 604 thousand HKD in 2022 to 7,022 thousand HKD in 2023[33] 7. Taxation The Group's tax expense for 2023 was 626 thousand HKD, mainly from Macau Complementary Tax and deferred tax, with no Hong Kong profits tax provision due to sufficient carried forward tax losses Tax Expense (Thousand HKD) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Current Tax - Hong Kong Profits Tax | — | — | | Current Tax - Macau Complementary Tax | 178 | — | | Deferred Tax | 448 | 898 | | Total Tax | 626 | 898 | - No provision for Hong Kong profits tax was made due to sufficient carried forward tax losses to offset estimated assessable profits for the current year[35] - Macau Complementary Tax is calculated at a rate of 12%, with an exemption allowance of 600,000 Macau Patacas[35] 8. Dividends The Board of Directors has resolved not to recommend a final dividend for the 2023 financial year, consistent with 2022 - No dividends were paid or proposed to ordinary shareholders of the Company for the year ended December 31, 2023, nor have any dividends been proposed for distribution since the end of the reporting period[36] 9. Loss/Earnings Per Share The Group's basic and diluted loss per share for 2023 was 0.13 HKD, primarily due to a loss attributable to owners of the company of 32,294 thousand HKD Loss/Earnings Per Share | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Loss/Profit Attributable to Owners of the Company (Thousand HKD) | (32,294) | 8,047 | | Weighted Average Number of Ordinary Shares (Thousand Shares) | 242,845 | 242,845 | | Basic and Diluted Loss/Earnings Per Share (HKD) | (0.13) | 0.03 | - Basic and diluted loss/earnings per share were the same for 2023 and 2022 as no potential ordinary shares were issued during the year[37] 10. Trade and Other Receivables As of December 31, 2023, the Group's total trade receivables amounted to 8,804 thousand HKD, an increase from 2022, with the largest portion due within 30 days Ageing Analysis of Trade Receivables (Thousand HKD) | Ageing | 2023 | 2022 | | :--- | :--- | :--- | | Within 30 days | 8,398 | 5,541 | | 31 to 60 days | 196 | 1,163 | | 61 to 90 days | 210 | 530 | | Over 90 days | — | 478 | | Total | 8,804 | 7,712 | - The Group grants credit periods to trade customers ranging from 15 to 90 days, depending on the type of business[38] 11. Trade and Other Payables As of December 31, 2023, the Group's total trade payables amounted to 4,661 thousand HKD, a significant decrease from 2022, indicating some relief in short-term payment pressure Ageing Analysis of Trade Payables (Thousand HKD) | Ageing | 2023 | 2022 | | :--- | :--- | :--- | | Within 30 days | 2,769 | 1,350 | | 31 to 60 days | 215 | 10 | | 61 to 90 days | — | 3,868 | | Over 90 days | 1,677 | 4,274 | | Total | 4,661 | 9,502 | - Total trade payables in 2023 decreased by approximately 51% compared to 2022, primarily due to a significant reduction in payables over 90 days[39] 12. Events After the Reporting Period After the reporting period, the Group experienced several significant events, including the commencement of bankruptcy liquidation proceedings for Shang Ying Internet Medical (Shanghai) Co., Ltd., and plans to dispose of Shanghai Ying Group, Shang Ying Group, and Shang Ying Capital Limited and its subsidiaries - Shang Ying Internet Medical (Shanghai) Co., Ltd., the primary entity providing online medical services, had its bankruptcy liquidation application accepted by the Shanghai Third Intermediate People's Court on April 29, 2024, with PwC appointed as the bankruptcy administrator on May 6, 2024[40] - The Group has entered into sale and purchase agreements with independent third parties to dispose of Shanghai Ying Group, Shang Ying Group, and Shang Ying Capital Limited and its subsidiaries; these disposals were not completed as of the date of approval of the consolidated financial statements[40][41][42] - The bankruptcy of Shang Ying Medical resulted in the Group losing control over its assets and operations[40] Report of the Directors The Hong Kong economy recovered less than expected in 2023, but the retail sector saw a 16.2% increase in total sales value; the company's footwear business revenue grew by 43.8%, while other segments continued to shrink and deteriorate, leading to plans for disposal and a focus on footwear retail - The Hong Kong economy's recovery in 2023 was less than anticipated, but the total retail sales value increased by 16.2% year-on-year, ending a three-year decline[43][44] - The company's core footwear business revenue grew by 43.8% to approximately 203 million HKD, accounting for 98.0% of the Group's total revenue, with same-store sales increasing by approximately 34.7%[44] - The other three segments (financial services, Australian healthcare products, and online medical services) collectively accounted for only 2.0% of the Group's total revenue, continuing to shrink and deteriorate, with Shang Ying Internet Medical (Shanghai) Co., Ltd. having entered bankruptcy proceedings[45] - Management intends to dispose of the Australian healthcare products business and the online medical services segment, actively seeking potential investors to resolve funding difficulties and focus on footwear retail development[45] Management Discussion and Analysis In 2023, the Group's footwear business achieved rapid growth, but healthcare and online medical services remained in long-term loss and stagnation; future plans include diversifying footwear products, developing financial advisory services, and exploring new markets Business Review and Future Development In 2023, the Group's footwear business achieved rapid growth, but healthcare and online medical services remained in long-term loss and stagnation; future plans include diversifying footwear products, developing financial advisory services, and exploring new markets Footwear Business The footwear business achieved significant revenue growth and increased same-store sales in 2023 - Footwear business revenue was approximately 203,300 thousand HKD, an increase of 43.8% compared to 2022[48] - Same-store sales increased by approximately 34.7% (2022: decreased by approximately 2.1%)[48] Healthcare Business The healthcare business segment recorded zero revenue and a segment loss in 2023 due to business stagnation - Healthcare business segment revenue was 0 million HKD (2022: approximately 200 thousand HKD), recording a segment loss of approximately 2,400 thousand HKD[49] - The decrease in revenue was primarily due to business stagnation[49] Financial Services Business Dexing Group's financial services revenue increased, primarily from investment management and advisory services, while a subsidiary applied to reduce its regulated activities - Dexing Group's total revenue was approximately 4,100 thousand HKD (2022: approximately 2,500 thousand HKD), mainly from investment management and advisory services[50] - DSG Securities (Hong Kong) Limited has applied to reduce its Type 1 regulated activity (dealing in securities)[50] Online Medical Services Business The online medical services business continued to deteriorate with declining revenue, and its main operating entity has entered bankruptcy proceedings in China - Online medical services business revenue was approximately 100 thousand HKD (2022: approximately 400 thousand HKD), with business continuing to deteriorate[51] - The main operating entity, Shang Ying Medical, has entered bankruptcy proceedings in China[51] Outlook Future strategies include diversifying footwear products, exploring new brand collaborations, and expanding financial advisory services into new markets like Singapore - Future focus will be on diversifying footwear products, exploring potential business collaborations, and introducing new brands with growth potential and high gross profit margins[52] - Dexing Group will continue to focus on developing its financing advisory business and exploring new market opportunities, such as Singapore[52] Financial Review The Group's revenue grew by 43.5% in 2023, primarily driven by the footwear business; however, gross profit margin declined, and a significant reduction in other gains coupled with increased impairment losses led to a shift from profit to loss before tax Revenue Total revenue increased by 43.5% in 2023, mainly driven by footwear sales, despite varied performance across different footwear brands and other business segments - Total revenue for the year was approximately 207,500 thousand HKD, an increase of approximately 43.5% compared to 2022, mainly due to increased footwear business revenue[53] - Footwear business revenue was approximately 203,300 thousand HKD, an increase of approximately 43.8% compared to 2022[54] - Sales of "Josef Seibel" footwear products increased by approximately 189.3%, while "Clarks" footwear product sales decreased by approximately 10.9%[55] - Financial services revenue was approximately 4,100 thousand HKD, an increase of approximately 64% compared to 2022[56] - Healthcare business revenue was approximately zero million HKD, a decrease of approximately 100% compared to 2022[57] - Online medical services business revenue was approximately 100 thousand HKD, a decrease compared to 2022[58] Cost of Sales Cost of sales increased in line with revenue, but its percentage of revenue has risen Cost of Sales (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Cost of Sales | 56,800 | 30,700 | | Percentage of Revenue | 27.4% | 21.2% | - The increase in cost of sales is consistent with the increase in revenue, but its percentage of revenue has risen[59] Gross Profit Gross profit increased by 32.3% in 2023, but the gross profit margin declined from 78.8% to 72.6% Gross Profit and Gross Profit Margin (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Gross Profit | 150,700 | 113,900 | | Gross Profit Margin | 72.6% | 78.8% | - Gross profit increased by approximately 32.3%, but the gross profit margin decreased from 78.8% to 72.6%[60] Depreciation Depreciation as a percentage of revenue decreased in 2023 compared to the previous year Depreciation as Percentage of Revenue | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Depreciation as Percentage of Revenue | 6.8% | 8.3% | Staff Costs Total staff costs slightly decreased, but due to revenue growth, their percentage of revenue significantly declined Staff Costs (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Staff Costs | 70,200 | 70,400 | | Percentage of Revenue | 33.8% | 48.6% | - Total staff costs slightly decreased, but due to revenue growth, their percentage of revenue significantly declined[62] Finance Costs Finance costs decreased in 2023, primarily comprising interest expenses from various borrowings and lease liabilities Finance Costs (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Finance Costs | 1,700 | 2,500 | - Finance costs primarily include interest expenses arising from trade-related finance loans, other borrowings, and lease liabilities, as well as imputed interest from loans from related companies[63] Other Gains and Losses Other net gains significantly decreased in 2023 due to the absence of substantial gains from property disposals recognized in the prior year Other Net Gains and Losses (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Other Net Gains | 600 | 33,100 | - Other net gains significantly decreased, mainly because approximately 33,000 thousand HKD in gains from the disposal of properties under the footwear business were recognized in 2022, with no other gains recognized in the current year[64] Loss/Profit Before Tax The Group shifted from a profit before tax in 2022 to a loss before tax in the current year, reflecting a deterioration in operating performance Loss/Profit Before Tax (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Loss/Profit Before Tax | (35,400) | 2,500 | - The Group shifted from a profit before tax in 2022 to a loss before tax in the current year, reflecting a deterioration in operating performance[65] Liquidity and Financial Resources The Group primarily relies on internal cash flow, other borrowings, and bank borrowings for working capital; as of December 31, 2023, bank balances and cash increased, short-term bank borrowings decreased, but other borrowings and lease liabilities remained Liquidity Position (Thousand HKD) | Indicator | December 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Bank Balances and Cash | 40,000 | 33,600 | | Short-term Bank Borrowings | — | 5,000 | | Other Borrowings | 15,000 | 15,000 | | Lease Liabilities (Non-current) | 13,900 | 8,600 | - Bank balances and cash increased by approximately 18.9%, while short-term bank borrowings decreased to zero[66] - Most bank deposits and cash are denominated in Hong Kong Dollars[66] Pledged Assets As of December 31, 2023, various assets including leasehold land, time deposits, investment properties, and life insurance policy deposits were pledged to secure the Group's borrowings and financing - Pledged assets include leasehold land and buildings, pledged time deposits, investment properties, and deposits and prepayments for life insurance policies[67] Gearing Ratio The Group's gearing ratio turned negative to 92.8% as of December 31, 2023, reflecting that total liabilities exceeded total equity due to losses incurred Gearing Ratio | Indicator | December 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Gearing Ratio | -92.8% | 105.6% | - The gearing ratio turned negative, indicating that total liabilities exceeded total equity, reflecting higher financial risk[68] Material Investments Held, Material Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures During the year, the Group did not hold any material investments nor undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - During the year, the Group held no material investments and made no material acquisitions or disposals of subsidiaries, associates, or joint ventures[69] Treasury Policy The Group's treasury policy focuses on enhancing operational control, minimizing borrowing costs, and maintaining adequate liquidity to meet short-term funding requirements efficiently - The Board will consider various funding sources based on the Group's capital requirements to ensure financial resources are utilized in the most cost-effective and efficient manner[70] Foreign Exchange Risk The Group faces foreign exchange risk from multi-currency transactions, particularly with RMB and MOP, and monitors exchange rate fluctuations without using forward contracts for hedging - The Group's sales and purchases are primarily denominated in Hong Kong Dollars, Renminbi, Macau Patacas, Singapore Dollars, Euros, US Dollars, and Australian Dollars[73] - Renminbi is not freely convertible, and the Macau Pataca currency market is relatively small and undeveloped, with future exchange rates potentially fluctuating significantly[73] - As of December 31, 2023, the Group had not entered into any foreign currency forward contracts to hedge foreign exchange risk[74] Human Resources As of December 31, 2023, the Group employed 130 staff, with remuneration based on market practice, and conducted training to improve service quality Number of Employees | Year | Number of Employees | | :--- | :--- | | December 31, 2023 | 130 | | December 31, 2021 | 150 | - Remuneration packages are generally determined by reference to market practice and individual qualifications and experience[75] Dividends The Board has decided not to recommend a final dividend for the current year, consistent with the prior year's decision - The Board has resolved not to recommend a final dividend for the current year (2022: nil)[76] Purchase, Sale or Redemption of the Company’s Listed Securities Neither the Company nor its subsidiaries engaged in any purchase, sale, or redemption of the Company's listed securities during the year, and no treasury shares were held - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[77] - As of December 31, 2023, and the date of this announcement, the Company held no treasury shares[77] Corporate Governance Practices The Board confirmed the Company's compliance with the corporate governance code provisions outlined in Appendix C1 of the Listing Rules for the current year - The Company has complied with the code provisions of Part 2 of the Corporate Governance Code set out in Appendix C1 of the Listing Rules during the current year[78] Compliance with the Model Code for Securities Transactions by Directors The Company adopted the Model Code for Directors' securities transactions, and all directors confirmed their compliance with its standards throughout the current year - The Company has adopted the "Model Code for Securities Transactions by Directors of Listed Issuers" set out in Appendix C3 of the Listing Rules as its own code of conduct[79] - Following enquiry, the directors have confirmed that they have complied with the required standards set out in the Model Code throughout the current year[79] Extracts from Independent Auditor's Report The independent auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to insufficient and inappropriate audit evidence Disclaimer of Opinion The auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to the inability to obtain sufficient and appropriate audit evidence - The auditor was unable to obtain sufficient and appropriate audit evidence to provide an audit opinion on the consolidated financial statements[83] Basis for Disclaimer of Opinion The auditor's disclaimer of opinion stems from the loss of critical books and records for certain subsidiaries, preventing verification of asset and liability carrying amounts, results, and cash flows, particularly regarding loan impairment provisions - Due to the former directors' inability to locate certain books, records, and supporting documents of Shanghai Ying Group and Shang Ying Group, the auditor was unable to obtain sufficient and appropriate audit evidence[84][85] - The auditor could not be satisfied with the carrying amounts of consolidated assets and liabilities presented in the consolidated statement of financial position, and the results and cash flows presented in the consolidated statement of profit or loss and other comprehensive income and consolidated statement of cash flows of Shanghai Ying Group and Shang Ying Group as of December 31, 2023[85] - Specifically, the auditor could not confirm whether the carrying amount of the loan to an associate of 44,001 thousand HKD was materially misstated or whether the related impairment loss provision was sufficient[86] Material Events After the Reporting Period No other material events occurred after the reporting period, apart from those disclosed in Note 12 to the consolidated financial statements - No other material events occurred after the reporting period, apart from those disclosed in Note 12 to the consolidated financial statements and those mentioned above[87] Other Information This section includes acknowledgements and information regarding the continued suspension of trading for the Company's shares Acknowledgements The Board extends its gratitude to management, employees, shareholders, business partners, banks, and auditors for their unwavering support to the Group - The Board expresses its gratitude to the Group's management and all employees for their tireless efforts and dedication, and also thanks its shareholders, business partners and collaborators, bankers, and auditors for their strong support to the Group[88] Continued Suspension of Trading The Company's shares remain suspended from trading on the Stock Exchange since April 2, 2024, and will continue to be suspended until resumption guidance is met - The Company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on April 2, 2024[89] - Trading in the shares will remain suspended until the resumption guidance is met[89] - Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Company's securities[90]