Financial Performance - The group recorded a loss of approximately HKD 14.3 million for the year ending September 30, 2023, compared to a loss of approximately HKD 8.2 million for the previous year, indicating an increase in losses [15]. - Revenue increased by approximately 17.0% from about HKD 73 million for the year ending September 30, 2022, to about HKD 85.4 million for the current year [15]. - The company recorded a total revenue increase of approximately 17.0% to about HKD 85,400,000 for the year, compared to HKD 73,000,000 in the previous year [58]. - Revenue from licensed business increased by approximately HKD 1,800,000 or 13.1% to about HKD 15,500,000, driven by an increase in placement and underwriting services [61]. - Revenue from non-licensed business rose by approximately HKD 10,600,000 or 17.9% to about HKD 69,900,000, mainly due to contributions from business consulting and accounting services after the acquisition of Earning Joy [62]. - Other income increased significantly from approximately HKD 849,000 to about HKD 23,000,000, primarily due to gains from the sale of financial assets and unrealized gains [63]. - Administrative and other operating expenses rose by approximately HKD 49,500,000 or 67.5% to about HKD 122,800,000, mainly due to increased employee costs [64]. - Financial costs decreased from approximately HKD 2,500,000 to about HKD 1,700,000, attributed to a reduction in the outstanding principal amount of convertible bonds [65]. - Income tax expenses increased from approximately HKD 750,000 to about HKD 1,400,000 due to profits generated by certain subsidiaries [66]. - The net loss margin for the year was approximately 16.8%, compared to 11.2% in 2022, indicating a deterioration in profitability [74]. Strategic Acquisitions and Partnerships - The company completed the acquisition of 100% of Earning Joy Development Limited, enhancing its strategy to become a one-stop comprehensive financial service provider [14]. - The company completed the acquisition of Earning Joy Development Limited for HKD 38 million, enhancing its position as a one-stop financial service provider [26]. - The company sold 85% of its stake in Fortune Securities Limited for HKD 14 million, which was completed on December 23, 2022 [14]. - The company entered into a strategic alliance with RC365 Holding Plc, agreeing to subscribe for 18,000,000 shares at a price of GBP 0.20 each, totaling approximately HKD 34.8 million [35]. - The company entered into a non-binding memorandum of understanding with RC365 on February 13, 2023, to explore potential strategic business cooperation in developing fintech solutions, particularly smart algorithm technology for investment advice in asset management [36]. - The company completed the subscription with RC365 on April 13, 2023, enhancing its ability to serve existing clients and attract new clients across different industries [36]. - A memorandum of understanding was signed with Smart Auto on March 22, 2023, to support Smart Auto in cross-border acquisition activities and assist in raising approximately HKD 15 million in capital [39]. - The company signed a letter of intent with Cloudnifier on April 4, 2023, to develop and distribute big data platforms and integrated solutions for financial institutions, leveraging Cloudnifier's expertise in AI and blockchain [41]. - An AI development memorandum of understanding was established with Regal Crown on June 1, 2023, to explore the application of AI solutions in digital wealth management [45]. - The company agreed to fund HKD 15 million for the development of the RC3.0 application, which aims to provide financial institutions with virtual banking financing and ERP functionalities [47]. Financing and Capital Management - The company issued 25,072,000 shares at HKD 0.70 each to settle promissory notes, totaling approximately HKD 17.6 million [29]. - A placement of up to 57,000,000 shares was successfully completed at a price of HKD 0.69 per share, raising approximately HKD 39.3 million in total proceeds [31]. - The net proceeds from the placement are intended for establishing an investment fund and general working capital [31]. - The company aims to strengthen its financial position and expand its shareholder base through various financing strategies [31]. - The board proposed a share consolidation on October 6, 2023, merging every 25 existing shares into one new share, subject to shareholder approval [52]. - Following the share consolidation, the trading unit will remain at 5,000 shares [52]. Governance and Compliance - The company has maintained compliance with the corporate governance code as of September 30, 2023, adhering to all applicable provisions [126]. - The board of directors consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure [127]. - The company has established three board committees: audit committee, remuneration committee, and nomination committee to oversee specific aspects of governance [132]. - The chairman and CEO roles are separated to ensure clear delineation of responsibilities, enhancing corporate governance [130]. - The company has appointed independent non-executive directors to provide independent opinions on conflicts of interest, strategy, performance, resources, and ethical standards [115]. - The company secretary and compliance officer roles are filled by experienced individuals to ensure adherence to regulatory requirements [123][124]. - The company has implemented a robust risk management framework to monitor financial and non-financial performance measures [132]. - The board actively reviews monthly updates and audit reports to oversee the management's performance effectively [132]. - The company has purchased appropriate liability insurance for its directors and senior management to mitigate risks [129]. - The company has appointed three independent non-executive directors, ensuring compliance with GEM Listing Rule 5.05, with at least one possessing relevant professional qualifications in accounting or financial management [134]. - The independent non-executive directors bring significant experience to the board, enhancing oversight in financial and mandatory reporting [134]. - The nomination committee, consisting of three independent non-executive directors, held two meetings this year to review board structure and assess the independence of directors [141]. - The remuneration committee, comprising one executive director and three independent non-executive directors, held one meeting to review director remuneration and reappointment [142]. - The audit committee, made up of three independent non-executive directors, conducted four meetings to review the group's annual and interim financial results, ensuring effective risk management and internal controls [144]. - The board of directors consists of at least three independent non-executive directors, accounting for over 33% of the board [148]. - The auditor's fees for the year amounted to HKD 1,330,000 for audit services [150]. - The company has established a dividend policy that considers various factors before declaring dividends [151]. - The board has conducted a review of the risk management and internal control systems, confirming their effectiveness [161]. - The company has a structured process for risk identification, assessment, and mitigation to manage operational risks [159]. - All directors participated in continuous professional development during the year, enhancing their knowledge and skills [155]. - The board has authorized the audit committee to review the effectiveness of the risk management and internal control systems annually [157]. - The company has mechanisms in place to ensure compliance with insider trading regulations among employees [160]. - Shareholders holding at least 10% of the paid-up capital can request a special general meeting within two months of submission [162]. - The board will continuously review the dividend policy and does not guarantee the payment of dividends for any specific period [153]. - The board currently consists of six members, all of whom are male, with a plan to appoint a qualified female director by December 31, 2024 [167]. - As of September 30, 2023, the workforce comprises approximately 40% male and 60% female employees, indicating gender diversity at the employee level [167]. Environmental, Social, and Governance (ESG) Initiatives - The environmental, social, and governance (ESG) report covers significant ESG performance for the fiscal year from October 1, 2022, to September 30, 2023, accounting for about 90.5% of the group's total revenue [175]. - The ESG report was prepared in accordance with the GEM Listing Rules and includes principles of materiality, consistency, balance, and quantification [177]. - The board is responsible for overseeing ESG strategies, goals, and indicators, ensuring accountability for climate-related matters [184]. - The ESG committee, composed of senior management, is tasked with managing the group's sustainable development and climate-related issues [185]. - The company emphasizes the importance of effective ESG management systems to drive strategic and long-term development [183]. - The company has established measurable targets for board diversity and has reviewed its diversity policy to ensure effectiveness [167]. - The company is committed to maintaining appropriate balance in diversity perspectives related to business growth [167]. - The company welcomes feedback and suggestions regarding its ESG performance and sustainability initiatives [182]. - The company has established an Environmental, Social, and Governance (ESG) policy emphasizing its commitment to environmental protection, climate change, employee health and safety, and community engagement [187]. - The ESG strategy includes four key focus areas aimed at achieving sustainable growth and integrating sustainability into all business aspects [188]. - The company actively seeks to reduce emissions and conserve natural resources, aligning with local environmental standards and international benchmarks [191]. - A series of activities and training have been initiated to integrate ESG values into daily operations and fulfill corporate responsibility commitments [191]. - The board is responsible for maintaining effective risk management, with significant ESG risks identified including cybersecurity and data privacy [194]. - The company engages with stakeholders through various channels, including annual performance evaluations and community investment projects, to enhance ESG management and performance [198]. - An independent third-party consultant assisted in a three-step materiality assessment to identify important ESG issues for strategy development [199]. - The company aims to achieve the United Nations Sustainable Development Goals and will establish indicators aligned with global agendas [192]. - Regular training is provided to key personnel to ensure they possess the necessary skills and knowledge to meet business objectives [194]. - The company encourages employee participation in local community activities and volunteer work to foster positive community relations [191].
亦辰集团(08365) - 2023 - 年度业绩