Financial Performance - The company reported total revenue of approximately RMB 86.6 million for the fiscal year 2024, a decrease of about 33.1% compared to RMB 129.4 million in fiscal year 2023[11]. - The cost of goods sold decreased by approximately 30.6% to about RMB 69.5 million in fiscal year 2024, down from RMB 100.1 million in fiscal year 2023[12]. - Gross profit fell to approximately RMB 17.1 million in fiscal year 2024, a decrease of about 41.6% from RMB 29.3 million in fiscal year 2023, with a gross margin decline from 22.6% to 19.7%[12]. - The company incurred a loss of approximately RMB 15.3 million in fiscal year 2024, compared to a profit of about RMB 2.4 million in fiscal year 2023[20]. - Financing costs increased to approximately RMB 14.8 million in fiscal year 2024, up from RMB 12.9 million in fiscal year 2023[19]. - Selling and distribution expenses rose by approximately 11.1% to about RMB 8.0 million in fiscal year 2024, compared to RMB 7.2 million in fiscal year 2023[14]. - Administrative and other operating expenses decreased significantly by about 38.6% to approximately RMB 14.5 million in fiscal year 2024, down from RMB 23.6 million in fiscal year 2023[15]. - Other income net decreased to approximately RMB 1.5 million in fiscal year 2024, compared to RMB 2.8 million in fiscal year 2023[16]. Corporate Governance - The company continues to review and enhance its corporate governance practices to ensure compliance with the corporate governance code[37]. - The Board is responsible for reviewing and approving significant transactions, investment policies, dividends, and accounting policies[38]. - The company has established four committees (Audit, Nomination, Remuneration, and Corporate Governance) to support the Board, each with a clear written terms of reference[46]. - The board held nine meetings and two annual general meetings during the year ending December 31, 2024[60]. - The nomination committee conducted three meetings to review the board's structure, size, and diversity[55]. - The company has established a code of conduct and compliance manual applicable to employees and directors[57]. - The board's final responsibility for selecting and appointing directors rests with the entire board, despite delegation to the nomination committee[56]. - The company appointed Ms. Lei Meijia as the company secretary on July 15, 2024, who has over 17 years of experience in financial management and corporate financing[68]. Risk Management - The company faces various risks, including compliance risks related to product quality, which could lead to significant financial and reputational damage[123]. - The company has implemented measures to mitigate quality-related risks, such as strict supplier selection and regular quality assessments[124]. - Strategic risks associated with acquisitions include the inability to identify suitable targets and potential undisclosed financial liabilities[126]. - The company emphasizes thorough due diligence and feasibility analysis for acquisition targets to minimize risks[126]. - The board is responsible for establishing and maintaining effective risk management and internal control systems, which are reviewed annually[73]. Debt and Financial Liabilities - The company has faced multiple winding-up petitions since 2020, with a total principal and interest payment of HKD 2,573,424.66 due to bondholders as of 2022[152]. - A debt restructuring plan was approved by the Hong Kong High Court on November 1, 2023, with over 50% of creditors by number and at least 75% by value voting in favor[152]. - The debt repayment arrangement plan is set to take effect on March 12, 2024[152]. - The company submitted a unilateral application to the High Court on July 20, 2023, to convene a meeting for the debt repayment arrangement[152]. Shareholder Engagement - The company held two shareholder meetings during the year ending December 31, 2024, providing opportunities for direct communication between the board and shareholders[87]. - Shareholders have the right to propose special meetings if they hold at least 10% of the paid-up capital, with specific procedures outlined for such requests[91]. - The company aims to provide equal opportunities for all shareholders to exercise their rights and communicate actively[87]. Employee and Management - The group employed 97 staff members as of December 31, 2024, compared to 90 in the previous year, with total employee costs of approximately RMB 8.6 million in fiscal year 2024[30]. - The company has established a remuneration committee to review the remuneration policy considering the group's performance and market practices[173]. - The company has two senior management members with salaries ranging from zero to HKD 1,000,000[51]. Compliance and Regulatory Matters - The company confirmed compliance with the standards for securities trading by all directors during the year ending December 31, 2024[66]. - The independent non-executive directors review compliance with non-competition commitments annually[88]. - The company confirmed compliance with the disclosure requirements under the listing rules regarding related party transactions[188]. Business Strategy - The company continues to focus on the pharmaceutical distribution and manufacturing business in China for fiscal year 2024[10]. - The company has a history of expanding its business through acquisitions and alliances, which remains a key strategic focus[126]. - The management discussion and analysis section of the annual report outlines potential future developments for the business[117]. Dividend Policy - The group did not recommend any final dividend for the fiscal year 2024, consistent with fiscal year 2023[31]. - The company has adopted a dividend policy outlining the procedures for declaring and proposing dividends[101]. - The board will consider factors such as operating performance, cash flow, financial condition, and future prospects when deciding on dividend distribution[105]. - The company emphasizes that past dividend distributions cannot be used as a reference for future dividend levels[103].
百信国际(00574) - 2024 - 年度财报