Financial Performance - The Group's total revenue decreased by approximately 34.1%, from approximately HK$364,005,000 for the year ended 31 March 2022 to approximately HK$239,876,000 for the year ended 31 March 2023[30]. - Revenue from vessel chartering and related services decreased by approximately 36.8%, from approximately HK$338,265,000 to approximately HK$213,924,000 during the same period[30]. - The Group's cost of revenue decreased by approximately 43.0%, from approximately HK$270,695,000 to approximately HK$154,424,000[31]. - Gross profit decreased by approximately 8.4%, from approximately HK$93,310,000 to approximately HK$85,452,000, while gross profit margin increased by approximately 10.0 percentage points to approximately 35.6%[35]. - Other income increased by approximately 5.56 times, from approximately HK$851,000 to approximately HK$4,734,000, including government grants of HK$2,790,000 related to COVID-19 subsidies[36]. - Administrative expenses increased by approximately 6.6%, from approximately HK$40,666,000 to approximately HK$43,338,000, mainly due to increased business development expenses[41]. - The Group's profit attributable to owners decreased by approximately 11.7%, from approximately HK$40,803,000 for the year ended 31 March 2022 to approximately HK$36,011,000 for the year ended 31 March 2023[49]. - Basic earnings per share decreased from approximately HK4.08 cents for the year ended 31 March 2022 to approximately HK3.60 cents for the year ended 31 March 2023[52]. - The Group recorded a loss of approximately HK$1,047,000 from associates for the year ended 31 March 2023, compared to a profit of HK$2,231,000 for the year ended 31 March 2022[50]. - The Group's income tax expense was approximately HK$7,615,000 for the year ended 31 March 2023, with an effective tax rate of approximately 15.5%[51]. Investments and Acquisitions - The Group acquired a 34% equity interest in Yun Lee (Tim Kee) Marine Construction Limited, completed in May 2023, which is expected to drive future revenue and profit growth[13]. - The Group acquired an additional 34% equity interest in YLTK for a total consideration of HK$23,800,000, completed on 2 May 2023[69]. - The company entered into a purchase agreement to acquire an additional 34% stake in Run Li Tian Ji for a total consideration of HKD 23,800,000[80]. - The company will pay HKD 11,900,000 in cash and the remaining HKD 11,900,000 will be settled via promissory notes with an annual interest rate of 5%[80]. - The sellers guarantee that the audited net profit attributable to owners of Run Li Tian Ji will not be less than HKD 70,000,000 for the fiscal years ending March 31, 2024, 2025, and 2026[80]. - If the profit falls short, the sellers will pay 17% of the shortfall within 30 days after the audited financial statements are published[80]. - Prior to the acquisition, the company held a 17% stake in Run Li Tian Ji, classified as an associate company[80]. - After the completion of the acquisition on May 2, 2023, the company holds a 51% stake in Run Li Tian Ji, which has become a non-wholly owned subsidiary[80]. - The initial accounting method for the business combination is not yet complete, and the company is awaiting final financial information post-completion and valuation[80]. Corporate Governance - The Group has adopted the Corporate Governance Code as the basis for its governance practices, ensuring transparency and accountability[109]. - The Group is committed to high corporate governance standards, which are essential for safeguarding shareholder interests and enhancing corporate value[111]. - The Company has complied with the CG Code for the year ended 31 March 2023, except for provision A.2.1, which requires separation of the roles of chairman and chief executive officer[113]. - The Board consists of five directors, including two executive directors and three independent non-executive directors, ensuring a strong independence element[118]. - The Company complied with the requirements of having at least three independent non-executive directors after the appointment of Mr. Ng Simon on 12 May 2023[127]. - All directors confirmed compliance with the Securities Dealing Code for the year ended 31 March 2023, with no incidents of non-compliance reported[115]. - The Board regularly reviews the contributions required from each director to ensure sufficient time is spent on their responsibilities[117]. - The attendance record for Board meetings shows that all directors actively participated, with Mr. Wen Tsz Kit Bondy attending 7 out of 7 meetings[123]. - The Company has received written annual confirmations of independence from all independent non-executive directors, affirming their compliance with independence guidelines[129]. - The Board's composition includes one director with appropriate professional qualifications or expertise in accounting or related financial management[128]. - The independent non-executive directors are appointed for a specific term of three years, subject to renewal after the expiry of the current term[133]. - The Board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of the Company's affairs[148]. - The Audit Committee held three meetings during the year ended 31 March 2023 to discuss audit planning and review annual financial results[151]. - The Company has complied with the Listing Rules regarding the appointment of independent non-executive directors, ensuring at least three members on the Board and Audit Committee[131]. - The Board is collectively responsible for directing and supervising the Company's affairs, including overseeing operational and financial performance[135]. - All directors have received training regarding their duties and responsibilities, relevant laws, and regulations applicable to their roles[144]. - The Board reserves decision-making for major matters including policy, strategies, budgets, and financial information[145]. - The independent non-executive directors ensure high standards of regulatory reporting and provide independent judgment on corporate actions[136]. - The Company encourages directors to participate in continuous professional development to refresh their knowledge and skills[143]. - The Articles of Association require that one-third of the directors retire by rotation at each annual general meeting[134]. Risk Management and Internal Control - The Group's risk governance structure includes the Board overseeing management in the design, implementation, and monitoring of risk management and internal control systems[174]. - The Audit Committee is responsible for overseeing the Group's risk management and internal control systems, ensuring effectiveness at least annually[176]. - Senior management is tasked with designing and maintaining effective risk management systems, identifying and mitigating risks in daily operations[177]. - The Company has developed a risk management process to evaluate significant risks and address material internal control defects, with annual reporting responsibilities assigned to senior management[178]. - Risks are evaluated based on their potential impact on financial results and the probability of occurrence, guiding the Company's risk management strategies[182]. - The Board concluded that the Group's risk management and internal control systems are effective and adequate, with ongoing assessments based on recommendations from the audit committee and senior management[171]. - The Company will review the need for an internal audit function at least annually, considering the size and nature of its business[170]. - The Company does not have an internal audit department and has engaged an independent professional internal control consulting firm to review its internal control system and report findings to the Audit Committee[170]. Shareholder Rights and Communication - Shareholders' rights are safeguarded by proposing separate resolutions for substantial issues at general meetings, with voting conducted by poll[197]. - An extraordinary general meeting can be convened upon requisition by shareholders holding at least 10% of the paid-up capital, to address specified business[198]. - The Company does not have provisions for shareholders to move new resolutions at general meetings, but they can request a meeting to propose resolutions[199]. - The Company Secretary has completed not less than 15 hours of relevant professional training during the year ended March 31, 2023[190]. - Shareholders may submit written inquiries to the Board of the Company[200]. - The Company typically does not address verbal or anonymous inquiries[200]. Management and Team Experience - The Group's financial controller and company secretary, Mr. Mui Yuk Wah, has over 15 years of experience in auditing and accounting, indicating strong financial oversight capabilities[104]. - The Group's senior management includes Mr. Cheung Tai Kee, who has over 30 years of experience in the marine industry, enhancing the Group's operational expertise[99]. - The Group's senior manager, Mr. Chow Wai Ming, has over 20 years of experience in the maritime services industry, contributing to the Group's service management[103]. - Mr. Wen Tsz Kit Bondy has over 20 years of experience in the maritime industry and has been instrumental in the Group's growth and business expansion since November 1994[125]. - The Group's management team has a diverse background, with members holding various certifications and qualifications relevant to the maritime and financial sectors[106].
润利海事(02682) - 2023 - 年度财报