Corporate Governance - The board and senior management team consists of 7 males and 3 females, reflecting a commitment to diversity[1] - The audit committee held two meetings during the fiscal year ending December 31, 2023, to review accounting principles and practices[5] - The remuneration committee held one meeting to review the remuneration policies for all directors and senior management[6] - The nomination committee reviewed the board's structure and composition in 2023, ensuring effective policies for appointments[7] - The board confirmed the effectiveness of the risk management and internal control systems during the fiscal year, with no significant issues identified[16] - The board is responsible for the overall effectiveness of the risk management and internal control systems, with annual reviews conducted[13] - The board has adopted corporate governance functions, including the review and monitoring of compliance with legal and regulatory requirements[23] - The board is responsible for formulating and reviewing the group's business strategies and monitoring management performance[77] - The company has complied with all applicable provisions of the corporate governance code, except for the separation of the roles of Chairman and CEO[101] - The board believes that the balance between executive and non-executive directors is reasonable and provides sufficient checks and balances to protect the interests of shareholders[104] - The company has received annual independence confirmation from all independent non-executive directors, affirming their independence according to listing rules[104] - The board will review the dividend policy periodically, considering various financial and operational factors[158] - The board proposed a final dividend of HKD 0.0485 per share, representing a dividend payout ratio of approximately 34.6% of the profit attributable to shareholders[116] Financial Performance - The group achieved sales revenue of approximately HKD 1,110,000,000 in 2023, with sales claims amounting to about HKD 371,000[2] - Revenue from the sale of sleepwear products, loungewear, and fabric processing services was approximately HKD 1,113,242,000 and HKD 971,000 respectively for the year ended December 31, 2023[83] - Total revenue for the year was approximately HKD 1,114,000,000, representing a decrease of about 8.8% compared to HKD 1,221,000,000 in 2022[118] - The gross profit for the year was approximately HKD 355,200,000, with a gross profit margin of about 31.9%, an increase from 30.6% in 2022[119] - The company recorded a net other loss of approximately HKD 8,700,000 for the year, a significant decrease from HKD 51,900,000 in 2022[120] - Selling and distribution expenses increased by approximately 12.5% to about HKD 55,700,000, compared to HKD 49,500,000 in the previous year[121] - Administrative expenses rose by approximately 21.0% to about HKD 68,100,000, up from HKD 56,300,000 in 2022[122] - The company's profit attributable to owners increased by approximately 1.6% from HKD 172.6 million in 2022 to HKD 175.4 million in 2023[126] Environmental, Social, and Governance (ESG) - The company has committed to enhancing its ESG management system to integrate corporate social responsibility with business strategy[32] - The company is actively conducting carbon emission verification and promoting green development to reduce pollution and environmental risks, in response to China's carbon peak and neutrality goals[58] - The company aims to reduce greenhouse gas emissions by 5% in the next reporting period[47] - The company aims to reduce resource consumption by 5% in the next reporting period[49] - The company has implemented measures to monitor and gradually reduce energy consumption and emissions[44] - The total greenhouse gas (GHG) emissions amounted to 26.87 tons of CO2 equivalent per employee[45] - The total energy consumption for the year was 7,447.75 MWh, with an intensity of 3.77 MWh per employee[48] - The hazardous waste generated was 0.36 tons, while non-hazardous waste amounted to 8.00 tons for the year[53] - The company has set emergency measures for extreme weather events to minimize potential risks to operations[55] - The company has established a risk management manual to clarify responsibilities in risk management for the management, board, and audit committee[19] - The company is committed to sustainable development, incorporating eco-friendly concepts in its production facilities and R&D centers[138] - The group emphasizes environmental sustainability and aims to reduce its environmental impact through resource conservation initiatives[152] Human Resources - All directors participated in ongoing professional training to stay updated on the group's business and governance matters[2] - The average employee turnover rate is 6.23% for males and 6.51% for females, with the highest turnover rate of 7.93% for employees under 30 years old[63] - 98.27% of male employees and 99.43% of female employees received training, with average training hours of 5.21 for males and 2.13 for females[67] - The company reported a total of 1,977 employees, all earning above the local minimum wage requirements[56] - The company employed 1,977 staff across various regions as of December 31, 2023, a slight decrease from 1,988 in the previous year[179] Risk Management - The company has implemented internal control assessments and management measures to address significant risks[19] - The management is responsible for executing ESG risk management and reporting relevant risks and opportunities to the board[37] - The group faces market risks related to currency and interest rate fluctuations, which could impact profitability and operational goals[144][146] - The group operates primarily in China, Hong Kong, and Cambodia, with most transactions conducted in USD and RMB, exposing it to foreign exchange risks[145] - The group maintains a cautious approach due to geopolitical tensions and anticipated interest rate fluctuations affecting global financial markets[142] - The group monitors cash flow and maintains sufficient cash and cash equivalents to mitigate liquidity risk[147] Corporate Transactions - In September 2023, the company acquired the remaining 25% equity of Henan Kaiyu Textile and Garment Co., Ltd. for a total consideration of RMB 31,500,000, aimed at streamlining operations and enhancing vertical integration[115] - The company plans to establish a fabric R&D/production center in Henan, China, with a capacity of 5,000 spindles to enhance product quality and reduce production cycles[128] - The garment production base in Vietnam has received construction permits and is expected to complete its first phase by the second half of 2024, with an estimated capacity of 2 million pieces per shift[128] - The company launched its first proprietary brand, COZ, targeting the local youth market, aiming to build a solid customer base through detailed market research and promotional activities[128] Compliance and Legal Matters - There were no incidents of corruption or related lawsuits involving the group or its employees in 2023[78] - The group has implemented regular anti-corruption training to enhance employee awareness of legal regulations and compliance culture[78] - Related party transactions have been disclosed in the consolidated financial statements, and the company has complied with the relevant regulations under Chapter 14A of the Listing Rules for the year ending December 31, 2023[196] - The company has confirmed that there are no competing businesses held by controlling shareholders as of December 31, 2023[195] - There were no significant post-balance sheet events that could materially affect the company's assets and liabilities or future operations[173] Shareholder Engagement - The company has established various communication channels with shareholders and investors, including annual reports and mid-term reports[24] - The company encourages shareholders to attend annual general meetings for direct communication with the board[24] - The board of directors will see the retirement of two members, who are willing to stand for re-election at the upcoming annual general meeting[187] Financial Position - Cash and bank balances increased to approximately HKD 355 million as of December 31, 2023, from HKD 165.3 million in 2022, with 73.2% in USD[139] - The current ratio improved to approximately 3.77 as of December 31, 2023, compared to 3.63 in 2022[132] - The company has no outstanding bank loans as of December 31, 2023, and maintains a zero debt ratio[140] - The company's distributable reserves as of December 31, 2023, were approximately HKD 172,483,000, an increase from HKD 170,276,000 in 2022[181] - The total amount utilized from the net proceeds of the global offering is approximately HKD 60.8 million, with HKD 48.4 million already used[160] - The net proceeds from the global offering amounted to approximately HKD 60,800,000 after deducting all related listing expenses and commissions[165] - The expected timeline for the use of unutilized proceeds is subject to change based on market conditions, as the utilization has been delayed due to COVID-19 restrictions[165] - As of December 31, 2023, the company had no significant capital commitments for the acquisition of non-current assets[170] Share Option Scheme - The new share option scheme adopted on June 8, 2023, is valid for a period of ten years and aims to incentivize employees and directors for their contributions to the company[197] - Eligible participants for the share option scheme include employees and directors from the company and its subsidiaries, as well as service providers contributing to the company's long-term growth[198] - The board of directors will determine the eligibility of participants based on their contributions to the company's development and growth[200]
捷隆控股(01425) - 2023 - 年度财报