Financial Performance - As of March 31, 2023, the Group's total cash and bank balances were approximately HK$146,047,000, an increase of approximately HK$15,971,000 from HK$130,076,000 in 2022[13]. - The Group's operating cash flow remains stable, with working capital reported at HK$101,977,000 as of March 31, 2023[17]. - The Group did not have any material investments during the financial year ended March 31, 2023[25]. - There were no material acquisitions or disposals during the financial year ended 31 March 2023[52]. - The total remuneration for the external auditor, BDO Limited, for the year ended 31 March 2023 amounted to HK$1,880,000, which includes HK$1,630,000 for audit services and HK$250,000 for non-audit services[92]. - The Group's financial year ended on 31 March 2023, with interim results for the six months ended 30 September 2022 reviewed by the audit committee[49]. Shareholder Information - The Group's controlling shareholders entered into a Sale and Purchase Agreement for the sale of 490,000,000 shares, representing 49% of the total issued shares, for a total consideration of HK$862,400,000, equivalent to HK$1.76 per share[5]. - Major shareholders as of March 31, 2023, include United East with 20.63% (206,250,000 shares), Universal Tycoon with 16.87% (168,750,000 shares), Sea Wealth with 20.00% (200,000,000 shares), and Sino Sea with 9.5% (95,000,000 shares)[145]. - The company has a beneficial owner, China Merchants Hoi Tung Trading Company Limited, holding 490,000,000 ordinary shares, representing 49.0% of total issued shares[147]. - Ms. Lee Wai Bing holds 375,000,000 ordinary shares, which accounts for 37.50% of the total issued shares[147]. - Giant Blessing is a beneficial owner with 80,000,000 ordinary shares, representing 8.0% of total issued shares[147]. - The company entered into a formal sale and purchase agreement for 245,000,000 shares on March 27, 2023, involving both Mr. Lin Tsz Fung and Ms. Hui Ngai Fan[151][153]. Corporate Governance - The Board comprises five Directors, including three independent non-executive Directors, meeting the requirements of the Listing Rules[45]. - The audit committee, consisting of three independent non-executive Directors, reviewed the Group's audited annual results for the year ended 31 March 2023, ensuring compliance with applicable accounting standards[48]. - The Company has complied with all applicable code provisions in the Corporate Governance Code during the financial year under review[67]. - All Directors confirmed compliance with the Model Code for Securities Transactions during the financial year under review[68]. - The Company has established Board committees to delegate various responsibilities as outlined in their terms of reference[71]. - The independent non-executive Directors have confirmed their independence in accordance with the Listing Rules[46]. - The Company has arranged appropriate insurance coverage to protect Directors from legal actions arising from their duties, which is reviewed annually[108]. - The Company has established three committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee, to assist in fulfilling its responsibilities[76]. - The Company emphasizes the importance of board diversity as a key element in achieving strategic goals and sustainable development[82]. - The nomination committee is responsible for identifying suitably qualified candidates for the Board, emphasizing the importance of diversity in its selection process[104]. - The Company has mechanisms in place to ensure the Board receives independent perspectives, with the Audit Committee comprising independent non-executive directors[96]. Risk Management and Internal Controls - The Group's risk management and internal control systems were deemed adequate and effective during the Financial Year under Review[133]. - The audit committee is responsible for reviewing the internal control systems and procedures for compliance with applicable laws and regulations[143]. - The Company has adopted internal control policies and implemented risk management policies to address operational, credit, market, financial, and legal risks[143]. E-commerce and Market Strategy - The Group has initiated an e-commerce pilot in mainland China, allowing customers to shop online via WeChat mini-programs, with delivery services covering a 3 km radius from stores[6]. - The Group's management is focused on exploring market preferences and adjusting product offerings to enhance the new e-commerce business model and increase sales[6]. - The Group aims to optimize its product mix and strengthen internal controls and back-office support[11]. Share Option Scheme - The Company adopted a share option scheme in December 2018, but no options have been granted under this scheme as of the report date[53]. - The maximum entitlement of each eligible participant under the Share Option Scheme is capped at 1% of the shares in issue within any 12-month period[89]. - The Share Option Scheme allows the Group to grant options to selected participants as incentives for their contributions[125]. - The maximum number of Shares that may be allotted under the Share Option Scheme shall not exceed 10% of the Shares in issue[127]. - The Share Option Scheme will remain in force for a period of 10 years, with approximately 5.5 years remaining[132]. - The share options granted to any eligible participant under the share option scheme shall not exceed 1% of the total issued shares at the time of grant[136]. - The share option scheme is valid for a period of 10 years from the adoption date, with approximately 5.5 years remaining[137]. Sustainability and ESG Commitment - The group recognizes its role in promoting industry sustainability and plans to strengthen partnerships with key stakeholders in the future[172]. - The group is committed to incorporating ESG factors into its decision-making process and improving sustainability performance[182]. - The company emphasizes the importance of sustainable development in its operations, integrating environmental, social, and governance aspects into its business activities[200]. - The corporate governance disclosure was prepared in accordance with the Corporate Governance Code under Appendix 14 of the Listing Rules[179]. Communication and Reporting - The Company has adopted a Shareholders' communication policy to ensure effective communication with Shareholders through various channels, including annual reports and corporate communications[191]. - The Company has established procedures for handling and disclosing inside information to ensure confidentiality before appropriate approval[158]. - The reporting period for the group's business operations was from April 1, 2022, to March 31, 2023, covering major revenue sources[173]. - The Board has proposed a special resolution to adopt new articles of association to comply with the latest legal and regulatory requirements, which was passed by shareholders on August 19, 2022[196].
优品360(02360) - 2023 - 年度财报