Financial Performance - The group's revenue for the fiscal year ending March 31, 2023, was approximately HKD 331.3 million, an increase of HKD 204.3 million compared to HKD 127 million in the previous fiscal year, primarily due to contributions from new membership and event businesses (HKD 56.1 million) and insurance technology (HKD 70.1 million) [2]. - The securities brokerage segment reported commission income of approximately HKD 29.7 million, down from HKD 33.9 million in the previous fiscal year, attributed to a decline in commission income due to a sluggish stock market [3]. - The insurance brokerage segment generated revenue of approximately HKD 47.2 million, slightly down from HKD 47.7 million in the previous fiscal year, but recorded a profit of approximately HKD 1.2 million compared to a loss of HKD 5.4 million in the previous year [4]. - The group's administrative expenses increased by approximately 63.6% to HKD 162.9 million from HKD 99.6 million in the previous fiscal year, mainly due to the acquisition of two new businesses [12]. - The group recorded a consolidated gross profit of approximately HKD 122.7 million with a gross profit margin of 37.0%, down from HKD 86 million and a margin of 67.7% in the previous fiscal year [10]. - The group incurred a loss of approximately HKD 12.8 million in the lending business, compared to a loss of HKD 4 million in the previous fiscal year, mainly due to interest payments of HKD 22.3 million [7]. - The group's sales costs surged to approximately HKD 208.6 million from HKD 41.1 million in the previous fiscal year, more than a fivefold increase, primarily due to costs associated with new acquisitions [8]. - The group recognized an impairment loss of approximately HKD 106.8 million related to goodwill, reflecting a significant decline in the securities business's revenue [17]. - The annual loss for the fiscal year 2023 was approximately HKD 1,163,000,000, significantly higher than the loss of approximately HKD 73,100,000 in the fiscal year 2022 [35]. - The company recorded a fair value loss of approximately HKD 1,009,900,000 for contingent consideration during the fiscal year 2023, compared to zero in the fiscal year 2022 [34]. Cash and Assets - As of March 31, 2023, the company's bank balance and cash amounted to approximately HKD 111,100,000, down from approximately HKD 124,400,000 on March 31, 2022 [36]. - The net asset value of the company as of March 31, 2023, was approximately HKD 373,800,000, a decrease from approximately HKD 790,300,000 on March 31, 2022 [36]. - The company’s short-term bonds outstanding as of March 31, 2023, amounted to approximately HKD 108,000,000, down from approximately HKD 155,600,000 on March 31, 2022 [36]. - The group has pledged assets for bank loans amounting to approximately 46,016,000 Danish Krone (about 52,719,000 HKD) as of March 31, 2023 [69]. Shareholder and Governance - The company is committed to providing career development opportunities for female employees to create a pipeline of potential female senior management and board successors [45]. - The board currently has one female director and is committed to increasing female representation and achieving appropriate gender diversity in senior management and the board [45]. - The board's independence assessment was conducted through a questionnaire filled out by all directors, with independent non-executive directors actively participating in all board and committee meetings [44]. - The company has adopted a diversity policy for the board, considering factors such as gender, age, cultural background, and professional qualifications [62]. - The board consists of two executive directors and four independent non-executive directors, ensuring a balance of skills and experience [106]. - Independent non-executive directors account for at least one-third of the board, exceeding listing rule requirements [116]. - The company has established a three-year term for non-executive directors, with mandatory re-election at least every three years [125]. - The board meets at least quarterly, ensuring regular oversight and decision-making [129]. - The company has adopted a code of conduct for directors' securities transactions, confirming full compliance for the fiscal year ending March 31, 2023 [101]. - The company has adopted a shareholder communication policy to ensure effective communication between the board and shareholders [193]. - The company maintains a high standard of corporate governance to enhance shareholder value, complying with the corporate governance code as per the listing rules, with one exception regarding the company secretary's employment status [99]. Risk Management - The group has established a risk management system that includes identifying risks, assessing their likelihood and impact, and ensuring effective communication with the board [178]. - The group has not identified any significant risks based on the risk assessment conducted during the fiscal year [179]. - The group conducts monthly monitoring of loan repayment status and reports to management, ensuring that any significant deterioration in a customer's financial condition is addressed promptly [187]. - The group has implemented credit approval procedures and post-lending monitoring to manage credit risk effectively [184]. - The company has taken a prudent approach to managing foreign exchange risks, ensuring that exposure is minimized [67]. - The company continues to assess and monitor foreign exchange risks, implementing foreign exchange futures contracts to hedge against these risks, particularly considering the peg of the Hong Kong dollar to the US dollar [89]. Future Plans and Investments - The company plans to allocate approximately HKD 125,000,000 for establishing and developing multiple investment funds, with actual usage at HKD 70,600,000 [39]. - Approximately 72.05% of the net proceeds from the placement, amounting to about HKD 322,200,000, will be used to develop existing securities brokerage and financial services businesses [38]. - The company is committed to balancing shareholder returns with sustainable business development [198]. - The company is committed to sustainable development and continuously reviews its business strategies to adapt to changing market conditions [105]. Employee and Operational Insights - The total employee count as of March 31, 2023, was 83, compared to 69 as of March 31, 2022 [79]. - The employee costs for the fiscal year were approximately 43,600,000 HKD, slightly down from 44,400,000 HKD in the previous fiscal year [79]. - The company did not recommend any final dividend for the fiscal year 2023, consistent with the previous fiscal year [78]. - The company will not distribute any dividends in the near future, as it plans to reserve funds for business development [198]. Audit and Compliance - The audit committee, consisting of four independent non-executive directors, reviewed and supervised the group's financial reporting procedures and internal control systems during the year [56]. - The audit committee held two meetings during the year, with all members present, and there were no disagreements with the board regarding reappointment matters [59]. - The audit fees paid to the group's auditors for the year ended March 31, 2023, amounted to HKD 1,379,000, with HKD 1,100,000 for statutory audit services and HKD 279,000 for other auditors [161]. - The company confirmed that there are no significant uncertainties that may cast doubt on its ability to continue as a going concern [159].
京基金融国际(01468) - 2023 - 年度财报