Shareholding Structure - As of March 31, 2023, the company has 1,457,238,414 shares issued[7] - Brilliant Chapter Limited holds 834,851,294 shares, with 80% beneficially owned by Mr. Zhang Chunhua and 20% by Source Mega Limited[1] - Mr. Zhang Chunhua has personal interests in 43,298,000 shares and options to subscribe for 13,800,000 shares[2] - Ms. Zhang Chunping is the sole director of Source Mega Limited, which holds 20% of Brilliant Chapter Limited[1] - Ms. Chung Elizabeth Ching Yee has personal interests in 2,809,000 shares and options for 13,800,000 shares[4] - Ms. Chan Mei Yan Hidy and Ms. Lee Kwun Ling, May Jean each have options to subscribe for 500,000 shares[5] - Mr. Zhang Chunhua holds a controlled corporation interest of 834,851,294 ordinary shares, representing 57.29% of the issued share capital[186] - Mr. Zhang Chunhua also has a personal interest of 57,098,000 ordinary shares, accounting for 3.92% of the issued share capital[186] - Ms. Zhang Chunping has a personal interest of 13,800,000 ordinary shares, which is 0.95% of the issued share capital[186] - Ms. Chung Elizabeth Ching Yee holds 16,609,000 ordinary shares personally, representing 1.14% of the issued share capital[186] - Ms. Chan Mei Yan Hidy and Ms. Lee Kwun Ling, May Jean each have a personal interest of 500,000 ordinary shares, both accounting for 0.03% of the issued share capital[186] Financial Performance - The Group's revenue from the lending business decreased by approximately HK$217,000, from approximately HK$3,387,000 for the year ended 31 March 2022 to approximately HK$3,170,000 for the year ended 31 March 2023[14] - The impairment losses recognized under the expected credit loss model amounted to HK$3,805,000, resulting in a loss in the lending segment[14] - Loss before tax for the year was HK$51,378,000, compared to HK$46,154,000 in the previous year, indicating an increase in losses[19] - The Group's revenue for the year ended 31 March 2023 reached approximately HK$93,930,000, representing an increase of approximately 21% compared to approximately HK$77,806,000 for the year ended 31 March 2022[75] - The Group recorded a net loss of approximately HK$51,378,000 for the year ended 31 March 2023, compared to a loss of approximately HK$46,154,000 in 2022[93] - The loss for the year was mainly due to fair value changes of financial liabilities (HK$9,617,000), losses in the fintech business (HK$31,346,000), and other administrative expenses (HK$18,449,000)[93] - The Group's total equity decreased by approximately HK$26,080,000 to approximately HK$49,059,000, representing a 35% decline compared to HK$75,139,000 as of March 31, 2022[96] - The Group's total cash and cash equivalents amounted to approximately HK$45,089,000 as of March 31, 2023, down from HK$92,144,000 as of March 31, 2022, primarily due to poor operational results of HK$43,352,000[96] Corporate Governance - No directors or controlling shareholders have interests in competing businesses[6] - The remuneration of directors is determined by the Remuneration Committee, considering the group's operating results and individual performance[6] - The Company has established a remuneration committee to ensure proper governance and oversight of director remuneration[23] - The Board believes that a healthy corporate culture is essential for the Group's long-term business success and sustainable growth[10] - The Company aims to maintain a competitive but not excessive remuneration policy for its directors[24] - The Board's composition reflects diversity in education, professional background, functional expertise, gender, age, culture, and industrial experience[49] - The Company Secretary ensured that all applicable rules and regulations regarding meetings were observed, and minutes were recorded in detail[58] - The Board is responsible for monitoring the Company's overall strategies and policies, approving business plans, and evaluating performance[58] - The Company provides newly appointed Directors with orientation materials detailing their duties and responsibilities under relevant regulations[60] - The independence of each INED is assessed upon appointment and annually thereafter[66] Business Development and Strategy - The Group commenced its lending business in Hong Kong in 2016 to diversify its income source and will consider further expansion based on market conditions[14] - The Group aims to expand its sales channels by identifying more jewellery wholesaler customers in South China[31] - The Group plans to increase sales to major high-end corporate customers, which primarily purchase or customize jewellery as corporate gifts or awards[31] - The Group will focus on controlling selling and administrative expenses while balancing business development[31] - The Group remains optimistic about the future development potential of its fintech business despite the challenges faced[75] - The company aims to enhance profitability by exploring opportunities in the gold and jewellery trading business, seeking investments with satisfactory returns[87] - The company plans to continue its strategic focus on property management and IoT technology, implementing a "property + technology" model[87] Employee and Training Policies - The emolument policy for employees is based on performance, qualifications, and competence, with share options granted as incentives[6] - The gender ratio of male to female in the workforce is 17:16, reflecting a balanced gender diversity[21] - The Group's remuneration policy is based on individual performance and market conditions, including salaries, discretionary bonuses, and employee benefits[117] - The Company is committed to arranging and funding suitable training for all Directors to enhance their professional development[45] - The training includes attending briefings, seminars, and conferences relevant to the Group's business and strategies[45] - The Company aims to achieve diversity for the benefit of its various business developments and management[49] Share Options and Awards - Share options granted to directors include 13,800,000 options for each of Mr. Zhang Chunhua, Ms. Zhang Chunping, and Ms. Chung Elizabeth, with an exercise price of HK$0.59 per share[150] - The Group has not granted any share options based on the plan established in 2021[148] - The current share option scheme, effective for 10 years from 10 September 2021, aims to incentivize eligible participants including employees and directors[172] - A nominal consideration of HK$1.00 is required from the grantee upon acceptance of an option under the share option scheme[172] - The Company aims to reward contributions to its operations through the share option scheme, enhancing employee engagement and retention[172] Market and Economic Conditions - The Group's overall economic activities gradually restored in early 2023 following the recovery from COVID-19[75] - The banking business is still in the development stage and has recorded losses since its preparation and launch[75] - The Group will periodically review market conditions and the profitability of the fintech business, adjusting business volume according to market demands[102]
朗华国际集团(08026) - 2023 - 年度财报