Financial Performance - For the year ended December 31, 2023, the group recorded revenue of approximately RMB 323.3 million, representing a year-on-year increase of approximately 12.5% (2022: approximately RMB 287.5 million) [25] - The profit attributable to the owners of the company for the year was approximately RMB 27.6 million, a decrease from approximately RMB 33.8 million in 2022 [25] - The decrease in profit was primarily due to listing expenses of approximately RMB 5.8 million incurred for the proposed transfer of listing [25] - The increase in revenue was mainly driven by the sustained high demand for the group's disposable plastic food containers [25] - The income tax expense increased by approximately RMB 0.8 million or 5.7% from RMB 13.6 million for the year ended December 31, 2022, to approximately RMB 14.4 million for the year ended December 31, 2023 [57] - The debt-to-equity ratio increased from approximately 18.1% as of December 31, 2022, to approximately 18.5% as of December 31, 2023 [63] - As of December 31, 2023, the group had no borrowings, remaining consistent with the previous year [64] Business Development and Strategy - The group aims to continue developing its business, optimizing customer experience, and broadening revenue sources to maximize shareholder returns [20] - The board believes that passive investment in film projects will allow the group to capitalize on the rebound in public entertainment demand as the COVID-19 pandemic eases [18] - The group will continue to explore new strategies for market expansion and product development [20] - The management team believes that maintaining product safety and environmental protection, brand promotion, and expanding sales channels will drive growth in the disposable plastic food container business [26] - The group aims to consolidate its market position and expand market share despite facing challenges from competitors [26] Acquisitions and Investments - The acquisition of Yizhen Media Co., Ltd. was completed on April 27, 2022, for a total consideration of RMB 20,571,430, which is expected to generate revenue for the group [18] - The group acquired 100% equity of Beijing Youpinhui through the acquisition of Youpinhui Enterprises on June 1, 2022, enhancing its e-commerce capabilities [27] - The company agreed to acquire 100% of Yizhen Media for a total consideration of RMB 72 million, equivalent to HKD 86.4 million, through the issuance of new shares [69] - The group has a payable amount of approximately RMB 6.2 million related to the acquisition of 100% equity in Yizhen Media, which is to be settled upon the film's release in Chinese cinemas [65] Corporate Governance - The company is committed to ensuring the accuracy and completeness of the information provided in its announcements [2] - The board is responsible for corporate governance functions, including policy formulation and compliance with legal and regulatory requirements [55] - The board consists of six directors, including three executive directors and three independent non-executive directors, ensuring compliance with GEM listing rules [90] - The company has adopted a board diversity policy, considering various factors such as gender, age, cultural background, and professional experience in board member selection [99] - The independent non-executive directors have confirmed their independence according to GEM listing rules, ensuring proper governance [95] - The company emphasizes high standards of corporate governance to enhance performance and accountability [86] - The board has a balanced composition of skills and experience, with over one-third being independent non-executive directors [92] - The company will review its board diversity policy annually to ensure its effectiveness and relevance [99] - The board is committed to maintaining compliance with legal and regulatory requirements, reflecting a strong governance framework [89] - The company has established a whistleblowing policy to encourage employees to report any misconduct related to financial reporting and compliance [48] Committees and Responsibilities - The audit committee consists of three independent non-executive directors, with the chairman appointed on June 30, 2022 [134] - The remuneration committee is required to hold at least one meeting annually, with additional meetings as needed [136] - The board of directors has delegated specific responsibilities to various committees, including the audit, remuneration, nomination, and risk management committees [131] - The company has established a nomination committee to assess the independence and qualifications of new independent non-executive director candidates [146] - The remuneration committee held two meetings during the fiscal year ending December 31, 2023, to review and recommend compensation policies for the board and senior management [160] Risk Management and Compliance - The company has a risk management framework in place, with measures to address identified internal control deficiencies [188] - The company has outsourced its internal audit function to an independent internal audit firm, which reports directly to the audit committee annually [188] - The company ensures compliance with GEM listing rules and maintains transparency in its governance practices [158] - The company has established a policy to ensure high transparency and timely disclosure of business and financial information to shareholders [184] Future Outlook and Challenges - The group continues to face external opportunities and challenges, including the popularity of eco-friendly disposable plastic food containers and competition from alternatives [26] - The interpretation and application of current and future Chinese laws present significant uncertainties that may affect the company's structure and contractual arrangements [172] - The contractual arrangements may not provide as effective control over Beijing Yihe as direct ownership would [173] Director and Management Compensation - The compensation policy for the board of directors is determined based on individual capabilities, responsibilities, performance, and the group's overall performance [138] - As of December 31, 2023, the senior management's compensation is structured within a range of RMB 0 to RMB 1,000,000, with 8 individuals falling within this bracket [138] - The company is committed to continuous professional development for its directors to enhance their knowledge and skills [150] Miscellaneous - The company has not purchased insurance policies to cover risks associated with contractual arrangements [170] - The company does not bear the losses of Beijing Yihe according to the contractual arrangements, and there is no legal obligation to provide financial support [169] - The company has control over the distribution of dividends or any other payments from Beijing Yihe Group, requiring prior written consent [171] - Ms. Zhu has made an unconditional and irrevocable commitment regarding the contractual arrangement, including signing necessary documents and not interfering with the arrangement [199] - The board confirmed that there has been no interference or obstruction from any Chinese government agencies in business operations through Beijing Yihe as of the report date [200]
易和国际控股(08659) - 2023 - 年度业绩