Business Performance - The digital marketing business faced challenges due to the COVID-19 pandemic, impacting operations throughout the year[12]. - The reopening of borders in February and the lifting of mask mandates in March signaled improvement and new opportunities for growth[13]. - Increased client inquiries since the border reopening indicate positive market demand and optimism[13]. - The gradual recovery of the tourism industry is expected to drive business growth, with plans to redevelop tourism promotion services[13]. - The demand for digital marketing has intensified competition, prompting the company to develop more effective and innovative marketing strategies[16]. - The group's total revenue for the year reached approximately HKD 119,780,000, a decrease of about 23.11% from HKD 155,780,000 in the previous year[25]. - Revenue from social media management services was approximately HKD 33,000,000, accounting for about 27.55% of total revenue, down from HKD 39,220,000 and 25.18% in the previous year[25]. - Revenue from digital advertising services increased to approximately HKD 9,410,000, representing about 7.85% of total revenue, compared to HKD 9,180,000 and 5.89% in the previous year[25]. - Revenue from creative and technology services was approximately HKD 77,370,000, making up about 64.60% of total revenue, down from HKD 107,380,000 and 68.93% in the previous year[25]. - The group's gross profit decreased by approximately 24.39% to about HKD 25,490,000, with a gross margin of 21.28% compared to 21.64% in the previous year[26]. - Other income increased slightly to approximately HKD 2,640,000, mainly due to subsidies received under the "Employment Support Scheme" from the Hong Kong government[27]. - Sales expenses decreased by approximately HKD 4,700,000 to about HKD 8,170,000, primarily due to reductions in employee costs and marketing-related expenses[29]. - Administrative expenses decreased by approximately 28.75% to about HKD 25,780,000, mainly due to a reduction in administrative staff costs[33]. - Financing costs for the year were approximately HKD 130,000, down from HKD 250,000 in the previous year[34]. - The company reported a loss attributable to owners of approximately HKD 5,900,000 for the year, compared to a loss of HKD 30,000 for the previous year, primarily due to decreased gains from the sale of a subsidiary[37]. Financial Position - As of March 31, 2023, the current ratio improved to 1.42 from 1.33 the previous year, driven by increases in trade receivables and cash balances[38]. - The group had cash and bank balances of approximately HKD 18,490,000 as of March 31, 2023, up from HKD 12,240,000 the previous year[38]. - The group employed 101 full-time employees as of March 31, 2023, a decrease from 156 employees the previous year, with total employee costs around HKD 40,270,000 compared to HKD 58,060,000 previously[55]. - The group has no interest-bearing debts as of March 31, 2023, making the debt-to-asset ratio not applicable[49]. - The fair value of investment properties as of March 31, 2023, was approximately HKD 1,930,000, down from HKD 2,000,000 the previous year[43]. - The group has no significant contingent liabilities or major commitments as of March 31, 2023[45][47]. - The group has no foreign currency hedging policy but will monitor foreign exchange risks and consider hedging if necessary[48]. - The board decided not to recommend a final dividend for the year[51]. - The company’s available reserves for distribution as of March 31, 2023, were zero, unchanged from the previous year[102]. - The company has not engaged in any purchase, sale, or redemption of its securities during the year[107]. Corporate Governance - The company emphasizes the importance of corporate governance, with independent directors playing key roles in audit and remuneration committees[80]. - The board of directors is committed to high corporate governance standards and has adopted measures to enhance internal control systems[161]. - The company has adhered to the corporate governance code, with the exception of the separation of roles between the chairman and CEO[162]. - The board consists of seven members, including executive and independent non-executive directors, with recent changes in appointments[167]. - The board of directors is committed to acting in the best interests of the company and its shareholders, ensuring compliance with applicable laws and regulations[168]. - The board has established mechanisms to ensure board independence, including the appointment of at least three independent non-executive directors[192]. - The nomination committee is responsible for evaluating the independence of all independent non-executive directors annually, ensuring they can make independent judgments[193]. - The company has a fixed term of one year for both executive and independent non-executive directors, with automatic renewal provisions[184]. - Directors are required to retire at least once every three years, ensuring regular turnover and fresh perspectives on the board[186]. - The company received annual confirmations of independence from all independent non-executive directors, affirming their compliance with GEM listing rules[191]. - The board recognizes the importance of independence for good corporate governance and has implemented policies to maintain it[192]. - The attendance record of directors at meetings demonstrates a commitment to governance and oversight responsibilities[183]. - The board has conducted an annual review of the execution of the decision-making mechanism and found it satisfactory[197]. - All directors have received updates on relevant laws, rules, and regulations to ensure compliance and enhance awareness of good corporate governance practices[198]. - A summary of individual training records for directors has been provided, indicating participation in training courses and reading materials[199]. Strategic Initiatives - The company plans to enhance its capabilities in digital marketing and leverage AI tools to improve operational efficiency and productivity[17]. - The company has diversified its customer base and expanded into new business sectors to increase revenue sources in a changing environment[68]. - The company plans to leverage artificial intelligence (AI) tools like ChatGPT to enhance service efficiency and effectiveness[70]. - The company has implemented cost-saving measures to ensure business stability amid changing market conditions[68]. - The company is committed to becoming an environmentally friendly enterprise by minimizing its impact on the environment[61]. - The company has a strong management team, including Mr. Wu Zhi Feng, who has been with the group since its inception and is responsible for overall business management and marketing[76]. - The company is actively involved in private equity investments in the healthcare sector through its subsidiary, Asia Pacific Chenghua[79]. - The company reported a significant focus on the healthcare sector, with Mr. Yin Di leading the expansion of its core health business across the country[79]. Employee Relations - The company maintains strong relationships with employees, customers, and suppliers, which are deemed crucial for sustainable development[67]. - The company emphasizes fair employment practices and has implemented anti-discrimination policies to ensure equal opportunities for all employees[177]. - The company has a total of 101 employees as of March 31, 2023, with a gender composition of approximately 46.53% male and 53.47% female[177]. - The board aims to maintain gender diversity, with at least one female director currently serving on the board[174]. Awards and Recognition - The group maintained high-quality service and innovative solutions, earning recognition in the industry, including nominations for the 2022 Golden Award and winning the 2022 Markies Awards[16]. - The company has received multiple awards in the Asia-Pacific and Hong Kong markets, including the 2016 Marketing Events Award[77]. Shareholder Information - The company has a stock option plan that allows for the issuance of shares up to 10% of the total shares issued at the time of listing[112]. - The company has a total of 166,720,000 unexercised options available for issuance under the share option plan, which represents approximately 10% of the issued shares as of March 31, 2023[121]. - The share option plan will remain effective for a period of ten years from the date of its adoption[121]. - The maximum number of shares that can be issued under the share option plan in any 12-month period is capped at 1% of the company's issued shares[115]. - The exercise price for any share options is determined by the board but cannot be lower than the highest of the closing price on the date of the offer, the average closing price over the preceding five trading days, or the par value of the shares[119]. - The company has not entered into any equity-linked agreements during the year[122]. - The board of directors has confirmed the independence of all independent non-executive directors as of the report date[125]. - The company confirmed compliance with non-competition commitments from its controlling shareholders, as stated in the annual declaration[152]. - The company changed its name to "Guoen Holdings Limited" and "國恩控股有限公司" as approved in a special shareholders' meeting on April 25, 2023[154].
国恩控股(08121) - 2023 - 年度财报