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1、2023/2024年 報2023/2024ANNUAL REPORTAnnual Report年報2023/242Corporate Information3Management Discussion and Analysis7Biographical Details of Directors9Report of the Directors19Corporate Governance Report29Environmental,Social and Governance Report59Independent Auditors Report67Consolidated Statement of
2、 Profit or Loss68Consolidated Statement of Profit or Loss and Other Comprehensive Income69Consolidated Statement of Financial Position71Consolidated Statement of Changes in Equity72Consolidated Statement of Cash Flows74Notes to the Consolidated Financial Statements140Five-Year Financial SummaryCONTE
3、NTSCorporate Information2Wai Chun Bio-Technology LimitedBOARD OF DIRECTORSExecutive DirectorLam Ka ChunIndependent Non-Executive DirectorsWan BoHe Tao(appointed on 1 April 2024)Kung Ying Tung(appointed on 4 September 2024)Hong Ting(resigned on 1 April 2024)Hung Hoi Ming Raymond(resigned on 9 August
4、2023)AUTHORISED REPRESENTATIVESLam Ka ChunFENN David(appointed on 4 February 2022 and resigned on 14 July 2023,re-appointed on 1 June 2024 and resigned on 17 October 2024)He Xiaoping(appointed on 14 July 2023 and resigned on 15 February 2024)Li Huifang(appointed on 15 February 2024 and resigned on 2
5、8 March 2024)Lam Kai Kei(appointed on 28 March 2024 and resigned on 21 May 2024)Chin Ying Ying(appointed on 18 October 2024 and resigned on 18 December 2024)COMPANY SECRETARYFENN David(appointed on 4 February 2022 and resigned on 14 July 2023,re-appointed on 1 June 2024 and resigned on 17 October 20
6、24)He Xiaoping(appointed on 14 July 2023 and resigned on 15 February 2024)Li Huifang(appointed on 15 February 2024 and resigned on 28 March 2024)Lam Kai Kei(appointed on 28 March 2024 and resigned on 21 May 2024)Chin Ying Ying(appointed on 18 October 2024 and resigned on 18 December 2024)AUDIT COMMI
7、TTEEKung Ying Tung(Chairman,appointed on 4 September 2024)Wan BoHe Tao(appointed on 1 April 2024)Hong Ting(Chairman,resigned on 1 April 2024)Hung Hoi Ming Raymond (resigned on 9 August 2023)REMUNERATION COMMITTEEHe Tao(Chairman,appointed on 1 April 2024)Lam Ka ChunWan BoKung Ying Tung(appointed on 4
8、 September 2024)Hong Ting(Chairman,resigned on 1 April 2024)Hung Hoi Ming Raymond (resigned on 9 August 2023)NOMINATION COMMITTEEWan Bo(Chairman)Lam Ka ChunHe Tao(appointed on 1 April 2024)Kung Ying Tung(appointed on 4 September 2024)Hong Ting(resigned on 1 April 2024)Hung Hoi Ming Raymond(resigned
9、on 9 August 2023)REGISTERED OFFICEP.O.Box 31119Grand PavilionHisbiscus Bay802 West Bay RoadGrand Cayman KY11205Cayman IslandsHEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONGRooms 4001-02,40/F.,China Resources Building,26 Harbour Road,WanchaiHong KongAUDITORMcMillan Woods(Hong Kong)CPA Limite
10、dCertified Public Accountants24/F.,Siu On Centre,188 Lockhart Road,Wan Chai,Hong KongSHARE REGISTRAR IN HONG KONGUnion Registrars LimitedRoom 330104,33/FTwo Chinachem Exchange Square338 Kings RoadNorth PointHong KongPRINCIPAL BANKERSHang Seng Bank LimitedBank of China(Hong Kong)LimitedChangle Rural
11、Commercial BankSTOCK CODEHong Kong Stock Exchange:0660COMPANY WEBSITEhttp:/www.0660.hkManagement Discussion and AnalysisAnnual Report 2023/20243FINANCIAL REVIEWRevenueFor the year ended 30 June 2024(the“Year”),Wai Chun Bio-Technology Limited(the“Company”),together with its subsidiaries,collectively
12、referred to as(the“Group”)recorded a revenue of approximately HK$370.0 million(for the year ended 30 June 2023:approximately HK$773.7 million),representing a decrease of 52.2%as compared to the previous year.The decline in revenue was primarily attributable to weakened market demand and reduced cons
13、umption for the modified starch and other biochemical products during the reporting period.In addition,the Group has ceased certain low-performing product lines as part of its strategic restructuring to enhance overall operational efficiency.This decision also contributed to the significant drop in
14、revenue.Gross ProfitThe Group recorded a gross profit and gross profit margin of approximately HK$34.2 million and 9.2%respectively for the year ended 30 June 2024,compared to a gross profit of approximately HK$50.4 million and a gross profit margin of 6.5%for the year ended 30 June 2023.The improve
15、ment in gross profit margin was mainly due to the cessation of certain low-performing product lines during the year,which helped optimize the Groups product mix.Although the gross profit margin has been improved,the decrease in revenue has resulted a decrease of gross profit by HK$16.2 million for t
16、he current year.Selling ExpensesSelling expenses also recorded a decline of 16.0%,from approximately HK$14.8 million for the year ended 30 June 2023 to approximately HK$12.4 million for the year ended 30 June 2024,which is in line with the decrease in revenue.Administrative ExpensesAdministrative ex
17、penses for the year have remained relatively stable,decreased slightly by 3.7%from approximately HK$21.1 million for the year ended 30 June 2023 to approximately HK$20.3 million for the year ended 30 June 2024.The reduction was mainly due to the Groups ongoing cost control measures in Hong Kong.Impa
18、irment and AllowancesFor the year ended 30 June 2024,the Group recognised a provision for impairment loss on non-current assets,amounting to approximately HK$58.1 million(2023:HK$Nil).This provision is a non-recurring and non-cash item,which has been attributed to the continuous lossmaking performan
19、ce of the Groups business.Furthermore,the Group has recorded an allowance for expected credit loss on receivables of HK$4.8 million for the year ended 30 June 2024,in which an allowance of HK$3.5 million was recognized in the comparative year.4Wai Chun Bio-Technology LimitedManagement Discussion and
20、 AnalysisLoss Attributable to Owners of the CompanyThe loss attributable to owners of the Company amounted to approximately HK$44.2 million for the year ended 30 June 2024,as compared to a loss of approximately HK$15.4 for the year ended 30 June 2023.The increase in loss was primarily due to the rec
21、ognition of impairment losses on non-financial assets during the reporting year.Impairment of Non-current AssetsDuring the year,the Groups business underperformed and recorded significant decrease in revenue generated from the operating segment of manufacturing and sale of modified starch and other
22、biochemical products.Given the poorer than expected economic performance of the cash-generating unit(“CGU”),management indicated potential impairment and assessed the recoverable amounts of assets allocated to the CGU.The value in use was calculated based on five-year cash flow projections,with a pr
23、e-tax discount rate of 12.6%and a sales growth rate of 2%,in line with industry forecasts.The impairment assessment indicated that the CGUs recoverable amount was lower than its carrying amount.The impairment loss of HK$58.1 million was recognized,ensuring no assets carrying amount fell below its re
24、coverable amounts.International Valuation Limited,an independent external valuer,has been engaged to carry out the valuation for the year ended 30 June 2024.Financial Resources and PositionAs at 30 June 2024,the Group had net current liabilities of approximately HK$139.4 million(30 June 2023:approxi
25、mately HK$29.7 million)and cash and cash equivalents of approximately HK$2.2 million(30 June 2023:approximately HK$6.3 million).Total debts of the Group amounting to approximately HK$135.9 million as at 30 June 2024(30 June 2023:approximately HK$134.3 million),comprising borrowings,loans from the ul
26、timate holding company,convertible bonds and lease liabilities.The net debt(net of cash and cash equivalents)to total assets ratio of the Group was approximately 63.8%(30 June 2023:approximately 53.3%).The Group had future minimum lease payments under a non-cancellable operating lease in respect of
27、rented premises of approximately HK$1.1 million as at 30 June 2024(30 June 2023:approximately HK$2.3 million),which the lease term was within two years.As at 30 June 2024,the Company has undrawn loan facilities of approximately HK$57.5 million granted by Wai Chun Investment Fund,its ultimate holding
28、 company.During the year ended 30 June 2024,the Group financed its operations primarily through internally generated funds,loans from the ultimate holding company,and borrowings.Annual Report 2023/20245Management Discussion and AnalysisThe Groups cash and cash equivalents were mainly denominated in
29、Hong Kong Dollars,Renminbi,and United States Dollars,and its business transactions were conducted primarily in Renminbi and United States Dollars.The Group did not experience any significant difficulties or adverse effects on its operations due to fluctuations in currency exchange rates during the y
30、ear.Foreign Currency FluctuationFor the Year,the Group conducted its business transactions principally in Renminbi and United States Dollars.The Group has not experienced any material difficulties or negative impact on its operations as a result of fluctuations in currency exchange rates.Accordingly
31、,the board(the“Board”)of directors(the“Directors”)considered that the foreign exchange exposure is relatively limited and no hedging of exchange risk is required.As an internal policy,the Group continues to implement a prudent policy on financial management policy and does not participate in any hig
32、h risk speculative activities.Nevertheless,the management will continue to monitor the foreign exchange exposure and will take prudent measures when needed.Pledge of Assets and Contingent LiabilitiesAs at 30 June 2024,the Group did not have any material contingent liabilities.As at 30 June 2024,part
33、 of the Groups right-of-use assets with carrying amount of approximately HK$20.0 million(30 June 2023:approximately HK$20.5 million)were pledged to secure certain bank borrowings.DividendThe Board has resolved not to recommend the payment of final dividend for the year ended 30 June 2024(30 June 202
34、3:nil).BUSINESS REVIEWDuring the year under review,the Group continued to engage in the manufacturing and sale of modified starch and other biochemical products.For the year ended 30 June 2024,the Groups revenue and gross profit declined significantly compared to the previous year due to weakened ma
35、rket demand and reduced consumption for its products.The Group also recorded a higher net loss,primarily attributable to impairment losses on non-financial assets during the reporting period.Looking ahead,the Group will continue to pursue strategic acquisitions to capture new business opportunities
36、in the PRC market and further strengthen its revenue and profit fundamentals.The Company has been actively identifying projects with growth potential for acquisitions or investments and is in discussions with various parties for such opportunities.To ensure the Groups financial stability and ability
37、 to operate as a going concern,the Directors of the Company have been implementing various measures,including securing loan facilities from the ultimate holding company,negotiating with potential investors to raise sufficient funds,and closely monitoring general administrative expenses and operating
38、 costs.The Group will continue to adopt measures aimed at improving its working capital and cash flows to support its operations and future development.6Wai Chun Bio-Technology LimitedManagement Discussion and AnalysisOTHER INFORMATIONEmployeesAs at 30 June 2024,the Group had a total of 140 employee
39、(30 June 2023:128 employee),the majority of whom are situated in the PRC.In addition to offer competitive remuneration packages to employees,discretionary bonuses and share options may also be granted to eligible employees based on individual performance.The Group also encourages its employees to pu
40、rsue a balanced life and provides a good working environment for its employees to maximise their potential and contribution to the Group.The remuneration committee of the Company,having regard to the Companys operating results,individual performance and comparable market statistics,decides the emolu
41、ments of the Directors.No Director,or any of his associates,and executive,is involved in dealing his own remuneration.Major Acquisitions and Disposals of SubsidiariesFor the year ended 30 June 2024,there were no major acquisitions and disposal of subsidiaries.Purchase,Sale or Redemption of the Compa
42、nys Listed SecuritiesNeither the Company nor any of its subsidiaries has purchased,sold or redeemed any of the Companys listed securities during the year ended 30 June 2024.Model Code for Securities Transactions by DirectorsThe Company has adopted the Model Code for Securities Transactions by Direct
43、ors of Listed Issuer(the“Model Code”)set out in Appendix 10 to the Listing Rules as the code of conduct regarding securities transactions by the Directors.All directors have confirmed,following specific enquiries by the Company that they have complied with the required standards set out in the Model
44、 Code throughout the year ended 30 June 2024.Changes in Directors InformationSave as disclosed below,there is no information required to be disclosed pursuant to Rule 13.51B of the Listing Rules during the year ended 30 June 2024 and up to the date of this report.Name of DirectorDetails of ChangeMs.
45、Hong Ting(independent non-executive director and resigned on 1 April 2024)Appointed as an independent non-executive director in World Houseware(Holdings)Limited,a company listed on the Stock Exchange(Stock Code:713)with effect from 1 July 2023Audit CommitteeAs at the date of this report,the Board ha
46、s three independent non-executive Directors,Mr.Wan Bo,Mr.He Tao and Ms.Kung Ying Tung.Biographical Details of DirectorsAnnual Report 2023/20247EXECUTIVE DIRECTORMr.Lam Ka Chun(“Mr.Lam”)has been appointed as an executive director of the Company with effect from 13 March 2023.Mr.Lam,aged 33,has been m
47、anaging directors of the Company and Wai Chun Group Holdings Limited(stock code:1013)(a company listed on the Main Board of the Stock Exchange)since 2017 and he is responsible for the investment and operation of the listed companies.Mr.Lam served as chief executive officer in various companies from
48、2011 to 2017 and has accumulated extensive experience in projects investment and management.Mr.Lam studied chemistry at Imperial College London from 2009 to 2011.Other than disclosed above,Mr.Lam did not hold any other directorships in any listed public companies in the past three years.INDEPENDENT
49、NON-EXECUTIVE DIRECTORSMr.Wan Bo(“Mr.Wan”),aged 55,has been appointed as an independent non-executive Director of the company since 3 November 2020.Mr.Wan has been the general manager of Guizhou Haiming Real Estate Investment Co.,Ltd.since 2001.Mr.Wan also served as the general manager of Guizhou Qi
50、anyi Real Estate Development Co.,Ltd.from 1991 to 2000.Mr.Wan is an engineer and graduated from East China Jiaotong University with major in Civil Engineering.Other than disclosed above,Mr.Wan did not hold any other directorships in any listed public companies in the past three years.Mr.He Tao(“Mr.H
51、e”)has been appointed as an independent non-executive Director with effect from 1 April 2024.Mr.He,aged 62,has been the general manager of Creation Way(China)Holding Group Limited and the chief executive officer of Bestway(International)Holdings Limited since October 2023.From July 2002 to August 20
52、23,Mr.He successively served as a deputy director of the Guangzhou office,a deputy director and deputy general manager,and a vice president of the Guangdong branch of the Guangdong News Center,the general manager of the distribution centre of Hong Kong Wen Wei Po and of Hong Kong Ta Kung Wen Wei Med
53、ia Group,and the general manager and an assistant to the general manager of the group of Hong Kong Wen Wei Po and Hong Kong Ta Kung Wen Wei Media Group.From July 1989 to June 2002,Mr.He successively served as a section member,section chief,deputy director in the Information Department of the Guangdo
54、ng Provincial Committee of the China Council for the Promotion of International Trade,and the general manager of the Guangdong International Economic and Trade Service Centre.Mr.He obtained a bachelors degree of engineering in computer engineering from South China Institute of Technology(subsequentl
55、y renamed as“South China University of Technology”)in July 1982 and a masters degree in engineering from South China University of Technology in June 1989.8Wai Chun Bio-Technology LimitedBiographical Details of DirectorsMs.Kung Ying Tung(“Ms.Kung”),aged 36,has been appointed as an independent non-ex
56、ecutive Director from 4 September 2024.She holds a Bachelors degree from the University of Bedfordshire in the United Kingdom,majoring in Accountancy.Ms.Kung has been a Certified Public Accountant in Australia since 2013 and has over 15 years of experience in the field of accounting and financial ma
57、nagement.Ms.Kung is familiar with accounting and taxation regulations in Hong Kong,Mainland China and overseas,and has extensive experience in supervising and managing financial operations.Ms.Kung has been the accounting officer of Prince Jewellery and Watch Company Limited since 2008 and resigned i
58、n 2018,in Ms.Kungs tenure,her duties and responsibilities were to establish and maintain an effective operational analysis and reporting system,formulate revenue budgets and cash flow forecasts and planning,month-end and year-end closings and monitor day-to-day operations,prepare monthly planning an
59、d financial analyses,ensure the implementation of internal control procedures are in place and in compliance with the companys standards and handle audit queries and communicate with auditors to ensure all annual audit reports and tax procedures are followed up.Ms.Kung is currently the founder of Su
60、preme Accounting and Corporate Service Limited since 2019 and duties include the provision of financing and government subsidy consultancy services,company formation services,accounting audit and tax advisory services,registered address services for company secretarial services,trademark registratio
61、n services and certified copy services.Report of the DirectorsAnnual Report 2023/20249The Directors of the Company submit their report together with the audited consolidated financial statements for year ended 30 June 2024.PRINCIPAL ACTIVITIES AND BUSINESS REVIEWThe Company acts as an investment hol
62、ding and the principal activities of its subsidiaries are set out in note 37(b)to the consolidated financial statements.Discussions and reviews of the Groups business and possible risks and uncertainties that the Group may be facing are set out on pages 3 to 6 of this annual report.These discussions
63、 form part of this report of the Directors.RESULTS AND DIVIDENDThe results of the Group for the year ended 30 June 2024 and the state of affairs of the Group at that date are set out in the consolidated financial statements on pages 67 to 139.The Directors do not recommend the payment of a final div
64、idend for the year ended 30 June 2024(2023:Nil).PROPERTY,PLANT AND EQUIPMENTDetails of movements in the property,plant,and equipment of the Group during the Year are set out in note 16 to the consolidated financial statements.SHARE CAPITALDetails of the movement in the share capital of the Company d
65、uring the Year are set out in notes 30 and 31 to the consolidated financial statements.RESERVESDetails of movements in the reserves of the Group and of the Company during the Year are set out in the consolidated statement of changes in equity set out on page 71 and note 32 to the consolidated financ
66、ial statements respectively.DISTRIBUTABLE RESERVESAs at 30 June 2024,the Company did not have any reserves available for distribution to its shareholders(2023:Nil).10Wai Chun Bio-Technology LimitedReport of the DirectorsFIVE-YEAR FINANCIAL SUMMARYA summary of the results and of the assets and liabil
67、ities of the Group for the latest five financial years is set out on page 140 of this annual report.DIRECTORSThe Directors of the Company during the Year and up to the date of this report were:Executive DirectorMr.Lam Ka ChunIndependent Non-executive DirectorsMr.Wan BoMs.Hong Ting(resigned on 1 Apri
68、l 2024)Mr.Hung Hoi Ming Raymond(resigned on 9 August 2023)Mr.He Tao(appointed on 1 April 2024)Ms.Kung Ying Tung(appointed on 4 September 2024)The biographical details of the Directors of the Company are set out on pages 7 to 8 of this annual report.CONFIRMATION OF INDEPENDENCEThe Company has receive
69、d an annual confirmation of independence from each of the independent non-executive Directors pursuant to Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange(the“Listing Rules”).The Company,based on such confirmations,considers all the independent non-executive Directors
70、 are independent.DIRECTORS SERVICE CONTRACTSThe executive Director has entered into a letter of appointment with the Company for a term of two years commencing from their date of appointment,which continues thereafter until terminated by either party giving not less than one month notice in writing
71、to the other party.Each of the independent non-executive Directors has entered into a letter of appointment with the Company for a term of two years from their date of appointment except for Mr.He Tao,which can be terminated by either party giving not less than one month notice in writing to the oth
72、er party.Mr.He Tao has entered into a letter of appointment with the Company for an initial term of one year commencing from the date of his appointment.Each of the Independent Non-executive Directors is subject to the provisions for retirement by rotation and re-election at the annual general meeti
73、ng of the Company(“AGM”)in accordance with the Companys Articles of Association.No Director proposed for re-election at the forthcoming AGM has service agreement with the Company or any of its subsidiaries which is not determinable within one year without payment of compensation,other than statutory
74、 compensation.Annual Report 2023/202411Report of the DirectorsDIRECTORS REMUNERATIONDetails of emoluments of the Directors are set out in note 13 to the consolidated financial statements.The Directors fees are subject to shareholders approval at the AGM.Other emoluments are determined by the Company
75、s Board of Directors with reference to the recommendations from the Remuneration Committee taking into account the Directors duties,responsibilities and performance and the results of the Group.PERMITTED INDEMNITYPursuant to the Articles of Association of the Company,every Director shall be entitled
76、 to be indemnified by the Company out of the assets of the Company against all costs,charges,losses,expenses and liabilities which he may sustain or incur or about the execution and discharge of his duties or in relation thereto.The Company has arranged appropriate Directors and officers liability i
77、nsurance coverage for the Directors and officers of the Company during the Year.DIRECTORS INTERESTS IN TRANSACTIONS,ARRANGEMENTS AND CONTRACTSSave as disclosed in note 36 to the consolidated financial statements,there are no transactions,arrangements and contracts of significance to which the Compan
78、ys holding company,subsidiaries or fellow subsidiaries was a party and in which a Director or a connected entity of a director of the Company had a material interest,whether directly or indirectly,subsisted at the end of the year or at any time during the Year.COMPETING BUSINESSNone of the Directors
79、 had any interests in any business(apart from the Groups business)which competes or is likely to compete,either directly or indirectly,with the businesses of the Group,as defined in the Listing Rules,during the Year and up to the date of this report.INTERESTS OF CONTROLLING SHAREHOLDER IN CONTRACTSS
80、ave as disclosed below in the section headed“Connected Transactions”and in notes 25,27,28 and 36 to the consolidated financial statements,there was no contract of significance between the Company or any of its subsidiaries and a controlling shareholder(as defined in paragraph 16 of Appendix 16 to th
81、e Listing Rules)or any of its subsidiaries,at any time during the Year.12Wai Chun Bio-Technology LimitedReport of the DirectorsDIRECTORS INTERESTS OR SHORT POSITIONS IN SHARES AND UNDERLYING SHARESAs at 30 June 2024,the interests and short positions of the Directors and chief executive in the shares
82、,underlying shares and debentures of the Company or any of,its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(“SFO”),which were required pursuant to:(a)divisions 7 to 9 of Part XV of the SFO,to be notified to the Company and the Stock Exchange;(b)sectio
83、n 352 of Part XV of the SFO,to be entered in the register referred to therein;or(c)the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)to be notified to the Company and the Stock Exchange,were as follows:Long PositionsOrdinary shares of HK$0.25 eachName of Share
84、holderCapacityLong position/Short positionNumber of shares/underlying shares heldApproximate percentage of issued share capital(Note c)Mr.Lam Ching KuiBeneficial ownerLong Position268,072,400(Note a)156.33%Interests of controlled corporationsLong Position217,750,243(Note b)126.99%Notes:a.Mr.Lam Chin
85、g Kui directly holds 72,400 shares of the Company and the zero coupon convertible bonds in the principal amount of HK$67,000,000 under which 268,000,000 shares would be issued by the Company upon full exercise of the conversion rights under the aforementioned zero coupon convertible bonds.b.Mr.Lam C
86、hing Kui is the beneficial owner of Wai Chun Investment Fund which is deemed to be interested in 81,150,243 shares of the Company.Wai Chun Investment Fund is the sole shareholder of Chinese Success Limited,which is the holder of zero coupon convertible bonds in the aggregate principal amount of HK$3
87、4,150,000 under which 136,600,000 shares would be issued by the Company upon full exercise of the conversion rights under the aforementioned zero coupon convertible bonds.c.The approximate percentages of shareholding are calculated based on 171,476,453 ordinary shares of the Company as at 30 June 20
88、24.Other than disclosed above,as at 30 June 2024,none of the Directors of the Company had any interests or short positions in the shares,underlying shares and debentures of the Company or any of its associated corporations(within the meaning of part XV of the SFO)as recorded in the register required
89、 to be kept under Section 352 of the SFO,or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.Annual Report 2023/202413Report of the DirectorsDIRECTORS RIGHTS TO ACQUIRE SHARESSave as disclosed below in the section headed“Connected Transactions”,at no time during
90、 the Year was the Company or any of its subsidiaries,a party to any arrangement to enable the Directors to acquire benefits by means of the acquisition of shares in,or debentures of,the Company or any other body corporate,and none of the Directors,or any of their spouses or children under the age of
91、 18,was granted any right to subscribe for equity or debt securities of the Company,nor had exercised any such right.SUBSTANTIAL SHAREHOLDERSAs at 30 June 2024,the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that other than the interests di
92、sclosed above in respect of Directors,the following shareholders had notified the Company of relevant interests and short positions in the issued share capital of the Company:Long PositionsOrdinary shares of HK$0.25 eachName of ShareholderCapacityNumber of shares/underlying shares heldApproximate pe
93、rcentage of issued share capital(Note 5)Lam Ching Kui(Note 1)Beneficial owner268,072,400156.33%Interests of controlled corporations217,750,243126.99%Wai Chun Investment Fund (Note 1)Interests of controlled corporations217,750,243126.99%Chinese Success Limited (“Chinese Success”)(Note 1)Beneficial ow
94、ner217,750,243126.99%Onward Global Investments Limited(Note 2)Beneficial owner12,863,5007.50%Wan Yuzhen(Note 2)Beneficial owner1000.00%Interests of controlled corporation12,863,5007.50%Fair Concourse Limited (“Fair Concourse”)(Note 3)Beneficial owner14,127,0408.24%Mai Xiu Qun(Note 3)Interest of cont
95、rolled corporation14,127,0408.24%14Wai Chun Bio-Technology LimitedReport of the DirectorsOrdinary shares of HK$0.25 eachName of ShareholderCapacityNumber of shares/underlying shares heldApproximate percentage of issued share capital(Note 5)South Bright Holdings Limited (“South Bright”)(Note 4)Benefi
96、cial owner10,172,3375.93%Wan Qian Yi(Note 4)Interest of controlled corporation10,172,3375.93%Notes:(1)Chinese Success,which is wholly owned by Wai Chun Investment Fund,holds 81,150,243 shares of the Company.Mr.Lam Ching Kui,directly holds 72,400 shares and is the beneficial owner of the entire issue
97、d share capital of Wai Chun Investment Fund.As at 30 June 2024,Mr.Lam Ching Kui is also the holder of zero coupon convertible bonds in the principal amount of HK$67,000,000 under which 268,000,000 shares would be issued by the Company upon full exercise of the conversion rights under the aforementio
98、ned zero coupon convertible bonds.Mr.Lam Ching Kui is the director of Chinese Success and Wai Chun Investment Fund.As at 30 June 2024,Chinese Success is the holder of zero coupon convertible bonds in the outstanding principal amount of HK$34,150,000 under which 136,600,000 shares would be issued by
99、the Company upon full exercise of the conversion rights under the aforementioned zero coupon convertible bonds.(2)These 12,863,500 shares of the Company were held by Onward Global Investments Limited which is wholly-owned by Wan Yuzhen.For the purpose of SFO,Wan Yuzhen is deemed to be interested in
100、these 12,863,500 shares held by Onward Global Investments Limited.Wan Yuzhen also directly holds 100 shares.(3)The 14,127,040 shares of the Company were held by Fair Concourse Limited which is wholly owned by Mai Xiu Qun.For the purpose of SFO,Mai Xiu Qun is deemed to be interested in these 14,127,0
101、40 shares held by Fair Concourse.(4)The 10,172,337 shares of the Company were held by South Bright Holdings Limited which is wholly owned by Wan Qian Yi.For the purpose of SFO,Wan Qian Yi is deemed to be interested in these 10,172,337 shares held by South Bright.(5)The approximate percentages of sha
102、reholding are calculated based on 171,476,453 ordinary shares of the Company as at 30 June 2024.Save for the shareholders as disclosed herein,the Directors and the chief executive officer of the Company are not aware of any persons who,as at 30 June 2024,were entitled to exercise or control the exer
103、cise of 5%or more of the voting power at general meetings of the Company and were also,as a practicable matter,able to direct or influence the management of the Company.Annual Report 2023/202415Report of the DirectorsSHORT POSITIONS IN SHARES AND UNDERLYING SHARES IN THE COMPANYAs at 30 June 2024,th
104、e Company had not been notified of any short positions being held by any substantial shareholder in the shares or underlying shares of the Company.OTHER PERSONSAs at 30 June 2024,the Company had not been notified of any interests or short positions being held by any person(other than the Directors a
105、nd chief executives and the substantial shareholders as disclosed above)in the share capital of the Company that was required to be disclosed under Division 2 and 3 of Part XV of the SFO and the Listing Rules.EQUITY-LINKED AGREEMENTConvertible Preferences SharesDetails of the convertible preference
106、shares are set out in note 31 to the consolidated financial statements.SHARE OPTION SCHEMEThe share option scheme was adopted by the Company on 22 July 2015(“Share Option Scheme”).Particulars of the Share Option Scheme and detail of share options granted under the Share Option Scheme during the Year
107、 are set out in note 34 to the consolidated financial statements.MANAGEMENT CONTRACTSDuring the Year under review,no management and administrative contracts regarding the entire or any major businesses of the Company have been entered into or have existed.MODEL CODE FOR SECURITIES TRANSACTIONS BY DI
108、RECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuer(the“Model Code”)set out in Appendix 10 to the Listing Rules as the code of conduct regarding securities transactions by the Directors.All directors have confirmed,following specific enquiries by t
109、he Company that they have complied with the required standards set out in the Model Code throughout the Year.CONNECTED TRANSACTIONSDuring the year ended 30 June 2024,all connected transactions as shown in note 36 to the consolidated financial statements are exempted from announcement,reporting,annua
110、l review and independent shareholders approval requirements under Chapter 14A of the Listing Rules.The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules in respect of connected transactions.PUBLIC FLOATBased on the information that is publicly
111、available to the Company and within the knowledge of the Directors,as at the date of this report,there is sufficient public float of not less than 25%of the Companys issued shares as required under the Listing Rules.16Wai Chun Bio-Technology LimitedReport of the DirectorsMAJOR CUSTOMERS AND SUPPLIER
112、SDuring the Year,the five largest customers of the Group accounted for approximately 32%of total turnover and sales to the largest customer accounted for approximately 11%.The five largest suppliers of the Group in aggregate accounted for approximately 83%of its operating costs for the Year.Purchase
113、s from the largest supplier accounted for approximately 70%of its operating costs.None of the Directors,their associates,or any shareholder(who to the knowledge of the Directors owned more than 5%of the Companys share capital)had any interest in the Groups five largest customers or suppliers.PRE-EMP
114、TIVE RIGHTSThere are no provisions for pre-emptive rights under the Articles of Association of the Company,or the laws of the Cayman Islands,which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESNe
115、ither the Company nor any of its subsidiaries has purchased,sold or redeemed any of the Companys listed securities during the Year.TAX RELIEF AND EXEMPTIONThe Company is not aware of any tax relief and exemption available to shareholders by reason of their holding of Company Securities.EMOLUMENT POL
116、ICYAs at 30 June 2024,the Group had a total of 140 employees,the majority of whom are situated in the PRC.In addition to offer competitive remuneration packages to employees,discretionary bonuses and share options may also be granted to eligible employees based on individual performance.The Group al
117、so encourages its employees to pursue a balanced life and provides a good working environment for its employees to maximise their potential and contribution to the Group.The remuneration committee of the Company,having regard to the Companys operating results,individual performance and comparable ma
118、rket statistics,decides the emoluments of the Directors.No Director,or any of his associates,and executive,is involved in dealing his own remuneration.Annual Report 2023/202417Report of the DirectorsENVIRONMENTAL,SOCIAL AND GOVERNANCEENVIRONMENTAL POLICIESThe Group puts great emphasis on environment
119、al protection and sustainable development.The conscientious use of resources and the adoption of best practices across the Groups businesses underlie its commitment to safeguarding the environment.The Group encourages environmental protection,complies with environmental legislations and promotes awa
120、reness towards environmental protection to its employees.Several measures have been implemented by the Group in order to promote environmental protection,including,among others:Reduce:reduce waste material;Reuse:reuse waste material without processing;Recycle:reuse materials as resources;Refuse:avoi
121、d purchases;Recover:recover materials in a different form.The Group continue to assess the performance of the above policies and with positive results so far.Details of the environmental,social and governance of the Group are set out in the section headed“Environmental,Social and Governance Report”i
122、n this annual report.COMPLIANCE WITH LAWS AND REGULATIONSThe Board considers compliance with laws and regulations an important element in the business operation of the Group.The Groups major production facilities and over half of its sales are located in China and compliance with domestic laws and r
123、egulations in China is particularly important.The Group has specific personnel to handle and update compliance works in China and they also have the assistance from external legal advisors.The Board considers that the Groups compliance with laws and regulations in China is well monitored.RELATIONSHI
124、PS WITH STAKEHOLDERSThe Group provides a harmonious and professional working environment to employees and ensures they all are reasonable remunerated.The Company regularly reviews and updates its policies on remuneration and benefits,training,occupational health and safety.The Group also recognises
125、that it is important to maintain good relationship with business partners to achieve its long-term goals.During the Year,there was no material and significant dispute between the Group and its business partners.18Wai Chun Bio-Technology LimitedReport of the DirectorsCORPORATE GOVERNANCEDetails of th
126、e corporate governance of the Group are set out in the section headed“Corporate Governance Report”in this annual report.AUDITORThe consolidated financial statements of the Group for the year ended 30 June 2024 were audited by McMillan Woods(Hong Kong)CPA Limited(“McMillan”).McMillan will retire and,
127、being eligible,offer themselves for re-appointment.The Board has taken the audit committees recommendation that a resolution for their re-appointment as independent auditor of the Company will be proposed at the forthcoming annual general meeting.On behalf of the BoardLam Ka ChunExecutive DirectorHo
128、ng Kong,20 December 2024Corporate Governance ReportAnnual Report 2023/202419The Directors and all members of the management team of the Company are dedicated to maintain high standards of corporate governance.They will continue to exercise leadership,entrepreneurship,integrity and sound judgement so
129、 as to achieve continuing prosperity and to act in the best interests of the Company and its shareholders in a transparent and responsible manner.Strategic development with prudence and adherence to ethical principles form the cores of the Companys corporate governance practices.The Company continue
130、s to devote efforts on promoting good corporate governance so as to ensure its ability to attract investment,protect the rights of shareholders and stakeholders,and enhance shareholders value.CORPORATE GOVERNANCEThe Company has adopted the code provisions of the Corporate Governance Code(“CG Code”)a
131、s set out in Appendix 14 to the Listing Rules as its own code of corporate governance.During the Year,the Company has complied with the relevant code provisions set out in the CG Code except for the deviation from code provision C.2.1,which are explained below.Code provision C.2.1 provides that the
132、roles of the chairman of the Board(the“Chairman”)and the chief executive officer of the Company(the“CEO”)should be separated and should not be performed by the same individual.The Company did not separate the roles of the Chairman and CEO during the year under review.Mr.Lam Ka Chun is the Chairman a
133、nd CEO of the Company with effect from 1 November 2023.Mr.Lam Ka Chun has extensive experience in projects investment and management and is responsible for the overall corporate strategies,planning and business development of the Group.The balance of power and authorities are ensured by the operatio
134、n of the Board which comprises experienced and high caliber individuals with sufficient number thereof being independent non-executive Directors.BOARD OF DIRECTORSComposition of the BoardAs at the date of this annual report,the composition of the Board is set out as follows:Executive DirectorMr.Lam
135、Ka Chun(appointed on 13 March 2023)Independent Non-executive DirectorsMr.Wan BoMr.Hung Hoi Ming Raymond(resigned on 9 August 2023)Mr.He Tao(appointed on 1 April 2024)Ms.Kung Ying Tung(appointed on 4 September 2024)Ms.Hong Ting(resigned on 1 April 2024)20Wai Chun Bio-Technology LimitedCorporate Gover
136、nance ReportResponsibilitiesThe Board has a balance of skill and experience and a balanced composition of executive and non-executive Directors and is responsible for oversight of the management of the Companys business and affairs.The Board has delegated the day-to-day responsibility to the executi
137、ve Director(s)and senior management of the Company.The Board is responsible for the formulation and approval of the Groups development,business strategies,policies,annual budgets and business plans,recommendation of any dividend and supervision of management.The executive Director(s)seeks to ensure
138、that all Directors are properly briefed on issues brought up at Board meetings and receive adequate and reliable information in relation to matters discussed at Board meetings and also other affairs of the Group on a timely basis.The executive Director(s)is responsible for day-to-day management of t
139、he Companys operations,financial management and the effective implementation of the overall strategies and initiatives adopted by the Board.The Company considers that internal control system and risk management function are essential,and the Board plays an important role in implementing and monitori
140、ng internal control system and risk management function.Save as disclosed below,the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three independent non-executive Directors with at least one independent non-executive Director possessing appropria
141、te professional qualifications,or accounting or related financial management expertise.Mr.Hung Hoi Ming Raymond resigned as an independent non-executive Director of the Company with effect from 9 August 2023,the audit committee of the Company comprised only two members until Ms.Kung Ying Tung has be
142、en appointed as an independent non-executive Director with effect from 4 September 2024.In the course of discharging their duties,the Directors act in good faith,with due diligence and care,and in the best interests of the Company and its shareholders.Their responsibilities include:attending regular
143、 Board meetings focusing on business strategy,operational issues and financial performance;active participation on the board of subsidiaries and associated companies;approval of annual budgets for each operating company covering strategy,financial and business performance,key risks and opportunities
144、;monitoring the quality,timeliness,relevance and reliability of internal and external reporting;Annual Report 2023/202421Corporate Governance Report monitoring and managing potential conflicts of interest of the Board,senior management and shareholders;consideration of misuse of corporate assets and
145、 abuse in related party transactions;and ensuring processes are in place to maintain the overall integrity of the Company,including financial statements,relationships with suppliers,customers and other stakeholders,and compliance with all laws and ethics.To enable the Directors to meet their obligat
146、ions,an appropriate organisational structure is in place with clearly defined responsibilities and limits of authority.Appointment,Re-election and Removal of DirectorsThe appointment of all the Directors,including independent non-executive Directors,is for a specific term of not more than three year
147、s from date of appointment.The Companys Articles of Association provides for the retirement of Directors by rotation and any new director appointed to fill a casual vacancy shall submit himself/herself for re-election by shareholders at the first general meeting following the appointment.The procedu
148、res and process of appointment,re-election and removal of directors are set out in the Companys Articles of Association.The Board is responsible for the reviewing its composition,monitoring the appointment of directors and assessing the independence of the independent non-executive Directors.Board M
149、eetingsDuring the year ended 30 June 2024,the Board held four regular board meetings.In addition,board meetings are convened when necessary to deal with everyday matters that require the Boards prompt decision,and are usually attended by executive Directors only.The Directors attended the meetings i
150、n person or through electronic means of communication.The attendance of each Director is set out as follows:Name of DirectorsNumber ofmeetingsattended/held Mr.Lam Ka Chun4/4Mr.Wan Bo4/4Mr.He Tao(appointed on 1 April 2024)0/4Ms.Hong Ting(resigned on 1 April 2024)4/4Mr.Hung Hoi Ming Raymond(resigned o
151、n 9 August 2023)0/422Wai Chun Bio-Technology LimitedCorporate Governance ReportGeneral MeetingsDuring the year ended 30 June 2024,one annual general meeting of the Company was held on 22 November 2023.The attendance of each Director is set out as follows:Name of DirectorsNumber ofmeetingsattended/he
152、ld Mr.Lam Ka Chun1/1Mr.Wan Bo1/1Mr.He Tao(appointed on 1 April 2024)0/1Ms.Hong Ting(resigned on 1 April 2024)1/1Mr.Hung Hoi Ming Raymond(resigned on 9 August 2023)0/1Board ProcessDirectors are provided with relevant information to make informed decisions.The Board and each Director have separate and
153、 independent access to the Companys senior management for information and making enquiries if necessary.In addition,Directors may seek independent professional advice in appropriate circumstances at the Companys expenses.Every Director is entitled to have access to the advice and services of the Com
154、pany Secretary with a view to ensure that the Board procedures,and all applicable rules and regulations,are complied with.All minutes are kept by the Company Secretary and are opened for inspections by any Director during normal office hours by giving reasonable advance notice.If a substantial share
155、holder or a Director has a conflict of interest in a matter before the Board,the matter will be dealt with in accordance with applicable rules and regulations and,if appropriate,an independent board committee will be set up to deal with the matter.Directors TrainingAccording to the code provision A.
156、6.5 of the Corporate Governance Code,all Directors should participate in continuous professional development to develop and refresh their knowledge and skills to ensure that their contribution to the Board remains informed and relevant.All Directors have participated in continuous professional devel
157、opment by way of receiving in-house briefing,taking part in training relating to the Listing Rules and corporate governance matters or attending seminars relating to their role as a director of listed issuer.Each of the Directors has provided a record of training they received for the year ended 30
158、June 2024 to the Company.Annual Report 2023/202423Corporate Governance ReportExecutive DirectorMr.Lam Ka Chun,was appointed as an executive director of the Company.The Board believes that the balance of power and authority for the present arrangement will not be impaired and is adequately ensured by
159、 current Board which comprises a sufficient number of experienced and high calibre individuals thereof representing the independent non-executive Directors of the Company.Independent Non-executive DirectorsThe three independent non-executive Directors are persons of high calibre,with academic and pr
160、ofessional qualifications in the fields of accounting,finance and electrical engineering.With their experience gained from various sectors,they provide strong support towards the effective discharge of the duties and responsibilities of the Board.Each independent non-executive Director has given an
161、annual confirmation of his independence to the Company,and the Company considers each of them to be independent under Rule 3.13 of the Listing Rules.All independent non-executive Directors have been appointed for a term of two years from their date of appointment.Each of the independent non-executiv
162、e Directors is subject to retirement by rotation and re-election at the AGM of the Company in accordance with the Companys Articles of Association.BOARD COMMITTEESThe Company has set up three committees of the Board,including the Remuneration Committee,Audit Committee and Nomination Committee of the
163、 Company,with specific terms of reference relating to their authority and duties,which strengthen the Boards functions and enhance its expertise.Remuneration CommitteeThe Remuneration Committee comprises one executive Director and two independent non-executive Directors.Mr.He Tao is the Chairman of
164、the Remuneration Committee.The primary function of the Remuneration Committee is to make recommendations to the Board on the Companys policy and structure for all remuneration of Directors and senior management.The Companys emolument policy is to ensure that the remuneration offered to employees inc
165、luding executive Directors and senior management is based on the skills,knowledge,responsibilities and involvement in the Companys affairs.The remuneration packages are also determined by reference to the Companys performance and profitability,remuneration level in the industry and the prevailing ma
166、rket conditions.The emolument policy for independent non-executive Directors,mainly comprising Directors fees,is subject to annual assessment with reference to the market standard.Individual Director and senior management would not be involved in deciding their own remuneration.The model of remunera
167、tion committee described in code provision E.1.2(c)(ii)of the CG Code has been adopted by the Remuneration Committee.24Wai Chun Bio-Technology LimitedCorporate Governance ReportDuring the year ended 30 June 2024,the Remuneration Committee held one meeting,with attendance record as follows:Name of Di
168、rectorsNumber ofmeetingsattended/held Mr.He Tao(Chairman,appointed on 1 April 2024)0/1Ms.Hong Ting(Chairman,resigned on 1 April 2024)1/1Mr.Lam Ka Chun1/1Mr.Wan Bo1/1Mr.Hung Hoi Ming Raymond(resigned on 9 August 2023)0/1During the year under review,the Remuneration Committee reviewed matters relating
169、 to remuneration packages of Directors and senior management.Audit CommitteeThe Company has an audit committee(the“Audit Committee”)which was established in accordance with the requirements of the Listing Rules for the purpose of reviewing and providing supervision over the Groups financial reportin
170、g process and internal controls.A meeting of the Audit Committee was held to review the Groups audited consolidated financial statements for the year ended 30 June 2023,in conjunction with the Groups external auditor,CCTH CPA Limited.During the year ended 30 June 2024,the Audit Committee held two me
171、etings,with attendance record as follows:Name of DirectorsNumber ofmeetingsattended/held Ms.Hong Ting(Chairman,resigned on 1 April 2024)2/2Mr.Wan Bo2/2Mr.Hung Hoi Ming Raymond(resigned on 9 August 2023)0/2Mr.He Tao(appointed on 1 April 2024)0/2At the meetings,the Audit Committee reviewed the audited
172、 financial statements for the year ended 30 June 2023,the interim results for the six months period ended 31 December 2023.The Audit Committee has also reviewed the Group accounting principles and practices,Listing Rules and statutory compliance and financial reporting matters.The Audit Committee is
173、 satisfied with their review of the independence of the auditor and their audit process for the year ended 30 June 2023.Annual Report 2023/202425Corporate Governance ReportThe Groups results and consolidated financial statements for the year ended 30 June 2024 have been reviewed by the Audit Committ
174、ee.Nomination CommitteeThe Nomination Committee comprises one executive Director and two independent non-executive Directors.Mr.Wan Bo is the Chairman of the Nomination Committee.The primary function of the Nomination Committee is to make recommendations to the Board on new appointment and re-appoin
175、tment of directors and senior management.New directors are sought mainly through referrals and internal promotions.In evaluating whether an appointee is suitable to act as a Director,the Board will consider his/her qualifications,experience,expertise and knowledge with reference to the Diversity Pol
176、icy adopted by the Board and the requirements under the Listing Rules.During the year ended 30 June 2024,the Nomination Committee held one meeting,with attendance record as follows:Name of DirectorsNumber ofmeetingsattended/held Mr.Wan Bo(Chairman)1/1Mr.Lam Ka Chun1/1Ms.Hong Ting(resigned on 1 April
177、 2024)1/1Mr.Hung Hoi Ming Raymond(resigned on 9 August 2023)0/1Mr.He Tao(appointed on 1 April 2024)0/1Corporate Governance FunctionsThe Companys corporate governance functions are carried out by the Board in compliance with the CG Code.The corporate governance functions currently performed by the Bo
178、ard are to develop and review the Companys policies and practices on corporate governance to comply with the CG Code and other legal or regulatory requirements;to oversee the Companys orientation program for new Director;to review and monitor the training and continuous professional development of D
179、irectors and senior management;to develop,review and monitor the code of conduct and compliance manual(if any)applicable to employees and Directors;and to review the Companys disclosure in the Corporate Governance Report.During the year ended 30 June 2024,the Board has reviewed the Companys policies
180、 and practices on corporate governance,the training and continuous professional development of the Directors and senior management as well as the Companys compliance with the CG Code.26Wai Chun Bio-Technology LimitedCorporate Governance ReportCOMPANY SECRETARYMr.FENN David(“Mr.Fenn”)was the company
181、secretary and resigned on 14 July 2023.After the resignation of Mr.Fenn,Ms.He Xiaoping(“Ms.He”)was appointed as the company secretary on the same date and resigned on 15 February 2024.After the resignation of Ms.He,Ms.Li Huifang(“Ms.Li”)was appointed as the company secretary on the same date and res
182、igned on 28 March 2024.After the resignation of Ms.Li,Mr.Lam Kai Kei was appointed as the company secretary on the same date and resigned on 21 May 2024.After the resignation of Mr.Lam Kai Kei,Mr.Fenn was re-appointed as the company secretary on 1 June 2024 and resigned on 17 October 2024.After the
183、resignation of Mr.Fenn,Ms.Chin Ying Ying(“Ms.Chin”)was appointed as the company secretary on 18 October 2024 and resigned on 18 December 2024.The Company is in the process of identifying a suitable candidate to fill the vacancy of company secretary caused by the resignation of Ms.Chin.The Company Se
184、cretarys functions are to ensure a good information flow within the Board and between the Board and senior management of the Company,to provide advice to the Board in relation to the Directors obligations under the Listing Rules and applicable laws and regulations,and to assist the Board in implemen
185、ting the corporate governance practices.All the company secretaries of the Company had obtained not less than 15 hours of professional training as required under Rule 3.29 of the Listing Rules during the year ended 30 June 2024.DIRECTORS SECURITIES TRANSACTIONSThe Company has adopted a code of condu
186、ct regarding Directors securities transactions on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules(the“Model Code”).The Company has made specific enquiries to all Directo
187、rs and all Directors have confirmed with the Company that they have complied with the required standard set out in the Model Code and the Companys code of conduct regarding Directors securities transactions during the Year.EXTERNAL AUDITOR AND ITS REMUNERATIONZHONGHUI ANDA CPA Limited(“ZHONGHUI”)was
188、 re-appointed as the Auditor in the Companys annual general meetings held on 17 June 2021 and 29 December 2022.On the Companys extraordinary general meeting held on 29 June 2023,ZHONGHUI was removed as the Auditor of the Company while CCTH CPA Limited(“CCTH”)has been appointed to fill in the vacancy
189、 following the removal of ZHONGHUI.CCTH was re-appointed as the Auditor in the Companys annual general meetings held on 29 December 2023 and resigned on 26 July 2024 while McMillan Woods(Hong Kong)CPA Limited has been appointed to fill in the vacancy following the resignation of CCTH and to hold off
190、ice until the conclusion of the forthcoming AGM.The Auditors remuneration for the year ended 30 June 2024 was as follows:Nature of workFeeHK$000 Audit services500Annual Report 2023/202427Corporate Governance ReportDIRECTORS RESPONSIBILITY IN PREPARING CONSOLIDATED FINANCIAL STATEMENTSThe Directors a
191、cknowledge that their responsibilities for preparing the consolidated financial statements and ensuring that the preparation of the accounts is in accordance with statutory requirements and applicable accounting standards.The statement of the Auditors of the Company regarding their reporting respons
192、ibilities for the consolidated financial statements is set out in the Independent Auditors Report on pages 64 to 66 of this annual report.GOING CONCERNSave as disclosed in note 2 to the consolidated financial statements,the Directors,having made appropriate enquiries,consider that the Company has ad
193、equate resources to continue in operational existence for the foreseeable future and that,for this reason,it is appropriate to adopt the going concern basis in preparing the consolidated financial statements.RISK MANAGEMENT AND INTERNAL CONTROLThe Board is responsible for the risk management and int
194、ernal control systems and reviewing their effectiveness on an ongoing basis.Such risk management and internal control systems are designed for managing risks rather than eliminating the risk of failure to achieve business objectives,and can only provide reasonable and not absolute assurance against
195、material misstatement or loss.The objective is to cover all important controls,including financial,operational,compliance,and risk management functions to endure they are in place and functioning effectively for the Group.The successful management of risk is essential for the long term growth and su
196、stainability of the Groups business.These can only be achievable if certain risks are managed effectively.Effective risk management and strong internal controls are integral to the Groups business model and are reflected in the risk management policy adopted within the business.PolicyThe Groups risk
197、 management policy includes the following elements:Identification of significant risks in the Groups operation environment and evaluate the impacts of those;Develop necessary measure to manage those risks;Risk and mitigate measures with risk ownership will be documented in a risk register;and Risk r
198、egister will be monitored and reviewed the effectiveness of such measures regularly.28Wai Chun Bio-Technology LimitedCorporate Governance ReportThe Board has delegated the Audit Committee to perform its responsibilities of risk management and internal control systems by performing the following:Over
199、sees the Groups risk management and internal control systems on an ongoing basis;Reviews the effectiveness of the Groups risk management and internal control systems annually,and such review should cover all material controls including financial,operational and compliance control;and Considers major
200、 findings on risk management and internal control matters,implementation of the mitigation activities by the management team,and reports and makes recommendations to the Board.Internal AuditThe Company does not have an internal audit department.The Board has reviewed the need for an internal audit f
201、unction and is of the view that in light of the size,nature and complexity of the business of the Group,as opposed to diverting resources to establish a separate internal audit department,it would be more cost effective to appoint external independent professionals to perform independent review of t
202、he adequacy and effectiveness of the risk management and internal control systems of the Group.Nevertheless,the Board will continue to review at least annually the need for an internal audit department.SHAREHOLDERS RIGHTSThe general meetings of the Company provide an opportunity for communication be
203、tween the shareholders and the Board.An AGM of the Company shall be held in each year and at the place as may be determined by the Board.Each general meeting,other than an AGM,shall be called an extraordinary general meeting.Shareholders to Convene an Extraordinary General MeetingShareholders may co
204、nvene an extraordinary general meeting of the Company according to the provisions as set out in the Articles of Association and the Companies Law of Cayman Islands.The procedures that shareholders can use to convene an extraordinary general meeting are set out in Article 57 of the Companys Articles
205、of Association.Putting Enquiries by Shareholders to the BoardShareholders may send written enquiries to the Company for the attention of the Company Secretary at the Companys principal place of business in Hong Kong.Procedures for Putting Forward Proposals by Shareholders at Shareholders MeetingTher
206、e are no provisions allowing shareholders to move new resolutions at general meetings under the Cayman Islands Companies Law or the Articles of Association of the Company.Shareholders who wish to move a resolution may request the Company to convene an extraordinary general meeting following the proc
207、edures set out in the preceding paragraph.CONSTITUTIONAL DOCUMENTSDuring the year ended 30 June 2024,there was no change in the Companys Memorandum and Articles of Association.Environmental,Social and Governance ReportAnnual Report 2023/202429INTRODUCTIONIn accordance with the requirements of Append
208、ix C2 Environmental,Social and Governance Reporting Guide(the“Reporting Guide”)set out in the Main Board Listing Rules of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”),Wai Chun Biotechnology Co.,Ltd.and its subsidiaries(collectively referred to as the“Group”)are pleased to present thi
209、s Environmental,Social and Governance Report(the“Report”).The purpose of this Report is to provide our stakeholders with a comprehensive understanding of our performance,initiatives and achievements in four aspects of environmental,social and governance(“ESG”):environmental protection,employment and
210、 labor policies,operational practices,and community participation.Governance StructureBoard of Directors Oversight of ESG Matters and Sustainable Development ApproachThe Group regards sustainable development as an important aspect of its future development and believes that sustainable development s
211、hould start from the Groups internal management.The Board of Directors has full responsibility for formulating the Groups sustainable development direction and strategies.It conducts an enterprise risk assessment at least once a year to identify the complex business environment of current and potent
212、ial risks,including but not limited to ESG aspects.The Board of Directors will evaluate or engage independent third parties to review the Groups existing strategies,goals and internal controls,and make necessary improvements to mitigate risks.The Board of Directors is also responsible for overseeing
213、 and ensuring that management provides all appropriate tools and resources to the ESG work team to oversee ESG matters.Board of Directors Environmental,Social and Governance Management Approach and Strategies for Material ESG related MattersTo better understand the opinions and expectations of diffe
214、rent stakeholders on ESG matters,the Group conducts a materiality assessment every year.The Group ensures to use various platforms and communication channels to reach out to,listen to,and respond to its major stakeholders.Through communication with stakeholders,the Group is able to understand their
215、expectations and concerns.The feedback received enables the Group to make more informed decisions and better evaluate and manage the impacts of such business decisions.The Group has evaluated the materiality of ESG aspects through the following steps:(i)the Group identifies ESG matters;(ii)with the
216、participation of stakeholders,ranks the priority of key ESG categories;and(iii)validates and determines material ESG matters based on the results of communication with stakeholders.These steps can enhance the understanding of the importance that the Groups stakeholders attach to various ESG matters,
217、and enable the Board of Directors to make more comprehensive plans for the future sustainable development direction.30Wai Chun Bio-Technology LimitedEnvironmental,Social and Governance ReportBoard of Directors Review Progress of ESG related Objectives and GoalsThe Group reviews the implementation pe
218、rformance and progress of ESG related indicators every year.If any major non-compliance is found,the Group should analyze the differences,identify the causes in a timely manner,communicate with stakeholders,and modify the ESG strategy as appropriate to make it closer to the business reality.The Grou
219、p will also actively engage with various stakeholders to ensure that its ESG performance meets their expectations.The Board of Directors has set future strategic goals,enabling the Group to develop a practical path forward and focus on the development direction to achieve its vision.The ESG work tea
220、m will balance the Groups philosophy and goals and carefully review whether they can be achieved.Reporting PrinciplesThis Environmental,Social and Governance Report is prepared in accordance with the“comply or explain”requirement and the four reporting principles of the Environmental,Social and Gove
221、rnance Reporting Guide:Materiality:We disclose all environmental,social and governance issues that are material enough to inform our investors and other stakeholders.Quantification:The key performance indicators(“KPIs”)in this report are measurable,so that our environmental,social and governance per
222、formance can be compared with that of our peers,industry standards,and our past years performance.Balance:The information in this report is presented in an unbiased manner.We do not select,omit,or present information that may unduly influence stakeholders decisions or judgments.Consistency:The calcu
223、lation and assumptions of all KPIs are consistent with those of previous years to enable meaningful comparisons.Any changes in the relevant assumptions or calculation methods will be clearly disclosed.Reporting ScopeThe scope of this report focuses on the Groups main businesses,including:(i)the manu
224、facturing and sale of modified starches and other biochemical products;and(ii)the trading of electronic components and electrical appliances.The Groups main business is the same as that of the previous year.The Group has a factory in Shandong Province,the Peoples Republic of China(the“PRC”)(the“Shan
225、dong Factory”),which produces modified starches and other refined biological medical oils.According to the Reporting Guide,the Shandong Factory is considered material for the purpose of the Environmental,Social and Governance Report.The information described in this report covers the period from 1 J
226、uly 2023 to 30 June 2024(the“Reporting Period”or the“Year 2024”),and focuses on the disclosure of the policies and relevant performance of the Shandong Factory and the Hong Kong management headquarters in four environmental aspects and eight social aspects during the Reporting Period.In addition to
227、achieving business goals,the Group believes it has a responsibility to operate in a sustainable manner and has incorporated ESG considerations into its daily operations.Therefore,the Group has developed ESG KPIs and compared them with the report results for the year ended 30 June 2023(the“2023 Fisca
228、l Year”).The Group will make improvements and appropriate corrections to address deficiencies and take corresponding measures when necessary.Annual Report 2023/202431Environmental,Social and Governance ReportStakeholder Engagement and MaintenanceThe Group identifies stakeholders based on their relat
229、ionship with the Group,the extent to which they are affected by our business operations,and the extent to which they can influence our achievement of business goals.Stakeholders during the Reporting Period include employees,customers,shareholders,suppliers,regulatory authorities,and the community.To
230、 strengthen the connection with internal and external stakeholders and to more actively create social value,the Group is committed to understanding stakeholders concerns through a wide range of communication channels.The following table summarizes the main stakeholders related to the Group,their exp
231、ectations,and the Groups communication and feedback:Major StakeholdersExpectationsCommunication and Feedback InternalEmployees Career development platform Salary and benefits and employee communication Annual performance appraisal system and staff communication Training,seminars and briefing session
232、sShareholders Communication with shareholders Corporate transparency Financial performance Annual general meeting and other general meetings Investor and press conferences,briefings,and company website Corporate communications including announcements,press releases,circulars,interim and annual repor
233、tsExternalCustomers Customer satisfaction Company website and customer service hotlineSuppliers Integrity cooperation Regular supplier communications and reviewsRegulators Response to inquiries from regulators Corporate governance and compliance Compliance training Regular meetings and communication
234、s Corporate governance report and operation with compliance Training,focus groups and other eventsCommunity Community care Sponsorships and donations32Wai Chun Bio-Technology LimitedEnvironmental,Social and Governance ReportMateriality AssessmentThe Group conducts a materiality assessment every year
235、 to deepen stakeholders understanding of the Groups ESG performance and sustainable development strategy during the Reporting Period.The detailed approach and methods of the materiality assessment are as follows:1.Method Design:Our materiality analysis is designed to support the implementation of en
236、vironmental,social and operational initiatives and comply with the materiality principle outlined in the above mentioned reporting principles.This method also complies with the requirements of the Listing Rule.2.Identification of Material ESG Issues:The Group reviews the previous years material ESG
237、issues and feedback from stakeholders.In addition,the Group also reviews its policies and procedures,industry and international trend reports,regulatory updates,and external standards.3.Stakeholder validation and participation:ESG issues are rated with internal and external stakeholders based on a r
238、ange of ratings from 1(no significance)to 9(high significance).Additional ESG issues not covered in the above assessment can also be raised and stakeholders are encouraged to provide feedback on how we engage.4.Prioritization of Material Environmental,Social and Governance Matters:Through statistica
239、l analysis,environmental,social and governance matters are prioritized according to their importance and presented in a chart.The Groups material environmental,social and governance issues are shown in the following table:012345678910 01234567891071234569101415161718192013222324292526272821 3081112R
240、elevance/Materiality to BusinessRelevance/Materiality to StakeholdersAnnual Report 2023/202433Environmental,Social and Governance ReportThe Groups material environmental,social and governance issues are shown in the following table:Environmental AspectSocial AspectOperation Aspect 1.Greenhouse Gas E
241、missions2.Energy Consumption and Resource Management3.Water Resource Management4.Waste Management5.Packaging Material Usage6.Environmental Impact7.Climate Change8.Supplier Environmental Risks9.Environmental Protection10.Generation of Hazardous Waste11.Generation of Non-Hazardous Waste12.Community Co
242、ntribution13.Occupational Health and Safety14.Child Labor15.Forced and Compulsory Labor16.Training and Development17.Compensation and Employee Benefits18.Diversity and Equal Opportunities19.Talent Attraction and Retention20.Promotion of Local Employment21.Anti-Corruption22.Supply Chain Management23.
243、Supplier Evaluation and Selection24.Customer Service and Satisfaction25.Customer Privacy26.Handling of Feedback and Complaints27.Product Health and Safety28.Product and Service Labeling29.Protection of Intellectual Property30.MarketingINFORMATION AND FEEDBACKThe Group welcomes all feedback from inve
244、stors and stakeholders in particular the important areas identified in the materiality assessment.Your opinion is highly valued,should you have any suggestions or comments,please contact us through the channels below:Address:Rooms 400102,40th Floor,China Resources Building,26 Harbour Road,Wanchai,Ho
245、ng KongTelephone:8523102 9989E-mail:contactus0660.hkWebsite:http:/www.0660.hk34Wai Chun Bio-Technology LimitedEnvironmental,Social and Governance ReportA.ENVIRONMENTOverview of Environmental CategoriesThe Group is well aware of its responsibilities for environmental protection and sustainable develo
246、pment and is committed to incorporating environmental protection and sustainable development as important parts of its business strategy.A1 EMISSIONSDuring the production process,the Shandong Factory generates,discharges and emits harmful and non-harmful air,liquid and solid waste,as well as indirec
247、t greenhouse gas(GHG)emissions from electricity and vehicle use.On the other hand,the trading business is conducted entirely within our office.Except for indirect greenhouse gas emissions and general office waste(emitted and generated through the use of electricity,office paper and stationery),it do
248、es not produce harmful air and liquid waste.The Group has clear instructions for controlling waste gas emissions,wastewater discharges,and the disposal of harmful and non-harmful waste at the Shandong Factory.The Groups environmental department and various government departments conduct continuous a
249、nd regular inspections and supervision of emissions.To be an environmentally responsible enterprise and to protect the environment and conserve natural resources,the Group has implemented the following environmental protection measures in its daily operations and activities to reduce and prevent adv
250、erse impacts on the environment.The Group has assigned responsible personnel to regularly inspect the office and factory during working hours to ensure that(i)fresh water is not wasted and is used reasonably;(ii)power sources are turned off when not in use or when work is not in progress;(iii)invest
251、ment is made in fresh-water-saving and energy-saving tools and equipment,such as installing water meters,LED lights and solar systems,to reduce consumption.The Group also encourages the economical use and recycling of resources to prevent and reduce waste.All hazardous waste generated is collected a
252、nd disposed of by professional licensed contractors.All harmful gas emissions are processed by our self-installed systems before being discharged.Non-hazardous waste is also disposed of by local waste collectors.The intensity of environmental aspects,including waste gas emissions,was calculated base
253、d on the number of employees in the previous reporting period.Due to changes in business scale and future development,the basis for calculating intensity has now been changed to HK$million in revenue,starting from the current reporting period.Emission targets have been recalculated on this new basis
254、 to ensure the consistency and comparability of data in the report.In the refined oil production line,n-hexane is generated during the soaking process,which is collected by the paraffin wax collection system and sent to the deodorization equipment for treatment before being discharged up to local st
255、andards.During the Reporting Period,all harmful air emissions from the Shandong Factory were collected and processed by the Groups internally installed systems before being discharged,and no negative comments or violations were reported by internal and external control sources.The performance of the
256、 Shandong Factory in air pollutant control complies with all local and national standards,and thus has not attracted any attention from the Group,the local community,or government officials.Annual Report 2023/202435Environmental,Social and Governance ReportAir EmissionsThe Group has implemented vari
257、ous systems in the Shandong Factory to effectively collect and manage all harmful gas emissions.Dust is generated in the drying process air of the modified starch production line.To address this issue,a spiral dust collector has been installed,which facilitates a two-stage filtration process.99.5%of
258、 the dust is successfully removed,ensuring that the air discharged from the factory meets local air quality standards.In the relevant soaking process of the biomedical refined oil production line,harmful n-hexane is generated.To mitigate its impact,a paraffin wax collection system has been installed
259、.This system systematically collects n-hexane and sends it to the deodorization facility for treatment to meet local standards before being released into the environment.During the Reporting Period,direct emissions mainly came from the combustion of fuel in operating vehicles.The approximate content
260、s of oxides(“NOx”),sulfur oxides(“SOx”)and particulate matter(PM)generated by the Group during the production process are shown in the following table:Emissions from Vehicles(Note 1)UnitsYear 2024Year 2023 Nitrogen Oxides(NOx)gram975.28525.51Sulphur Oxides(SOx)gram7.506.79Particulate Matter(PM)gram7
261、1.8138.69Total air emissiongram1,054.59570.99Total air emission intensitygram/HK$million of revenue2.850.74Note 1:The emission factors used to calculate nitrogen oxides(NOx),sulfur oxides(SOx)and particulate matter(PM)are from:(i)the EMFAC HK vehicle emission calculation model of the Hong Kong Envir
262、onmental Protection Department;(ii)and the vehicle emission modeling software MOBILE6.1 of the US Environmental Protection Agency.It is assumed that the relative humidity is 80%,the temperature is 25 degrees Celsius,and the average speed is 30 km/h,including only exhaust emissions during operation.D
263、ue to the recovery after the COVID-19 pandemic in 2019 and the business operations and development-related travel,the total waste gas emissions have increased.Various energy-saving measures have been implemented to reduce emissions,including but not limited to encouraging employees to use video conf
264、erencing,reducing unnecessary travel,encouraging the use of public transportation for long-distance travel,and cycling or walking for short-distance travel;and exploring other alternatives,such as using electric or energy-saving vehicles to reduce emissions.Type of EmissionEmission Reduction Targets
265、Base YearStatus Emission Intensity of Nitrogen Oxides(NOx)To reduce by 2%by 20262020In progressEmission Intensity of Sulfur Oxides(SOx)To reduce by 2%by 20262020In progressEmission Intensity of Particulate Matter(PM)To reduce by 2%by 20262020In progress36Wai Chun Bio-Technology LimitedEnvironmental,
266、Social and Governance ReportGreenhouse Gas(GHG)EmissionsGlobal warming is a key area of concern in climate change.Due to human activities such as the burning of fossil fuels and deforestation,global warming has accelerated and disrupted the ecological balance of the natural world,ultimately affectin
267、g the livelihoods of employees,customers,and the community.The Group has been closely monitoring greenhouse gas emission levels and exploring different ways to reduce pollution.The main sources of the Groups greenhouse gas emissions are direct emissions from mobile combustion sources(“Scope 1”),indi
268、rect emissions from purchased electricity(“Scope 2”),and other indirect emissions(“Scope 3”).During the Reporting Period,GHG emissions were as follows:GHG Emissions during the Reporting PeriodUnitYear 2024Year 2023 Direct Greenhouse Gas Emissions(Scope 1)Tonnes of CO2 equivalent11Indirect Greenhouse
269、 Gas Emissions(Scope 2)(Note 1)Tonnes of CO2 equivalent7,12212,468Other Indirect Greenhouse Gas Emissions(Scope 3)Tonnes of CO2 equivalent5756Total Greenhouse Gas EmissionsTonnes of CO2 equivalent7,18012,525Scope 1 IntensityTonnes of CO2 equivalent/Revenue in HK$million0.0030.0013Scope 2 IntensityTo
270、nnes of CO2 equivalent/Revenue in HK$million19.2516.11Scope 3 IntensityTonnes of CO2 equivalent/Revenue in HK$million0.150.07Greenhouse Gas IntensityTonnes of CO2 equivalent/Revenue in HK$million19.4116.19Scope 1:Mainly represents the fuel consumed by vehicles;Scope 2:Mainly represents the electrici
271、ty purchased from power suppliers;andScope 3:Mainly represents the consumption of waste paper and water.Note 1:The emission factors are sourced from the National Emission Coefficient of China and the 2023 Sustainability Report of Hongkong Electric Investments.These data are calculated based on the e
272、mission coefficient of the North China Regional Power Grid in 2021 and the“Environmental Key Performance Indicator Reporting Guide”.Annual Report 2023/202437Environmental,Social and Governance ReportIndirect emissions are the main source of the Groups greenhouse gas production,with the majority of i
273、ndirect emissions coming from electricity use.The greenhouse gas emissions from Scope 1 to Scope 3 remained stable,and the emission intensity was similar to that of the previous reporting period.The Groups goal is to reduce the greenhouse gas emission intensity per unit of revenue by 2%(compared to
274、the 2020 base year)by the end of the fiscal year 2026.Emission Reduction Targetsfor GHG EmissionsEmission Reduction TargetsBase YearStatus GHG emissions intensity(Scope 1)Reduce 2%by FY20262020In progressGHG emissions intensity(Scope 2)Reduce 2%by FY20262020In progressGHG emissions intensity(Scope 3
275、)Reduce 2%by FY20262020In progressCurrently,the emission reduction targets for Scope 1 to Scope 3 are still in progress.The Group will continue to annually assess and record greenhouse gas emissions and other environmental data to assist the Group in achieving future emission reduction targets.Compl
276、iance with Relevant Laws and RegulationsThe Group fully complies with all national and local environmental laws,regulations,and industry standards,including but not limited to the Air Pollution Control Ordinance(Cap.311),the Ozone Layer Protection Ordinance(Cap.403),the Environmental Protection Ordi
277、nance,the relevant laws of the Peoples Republic of China,and the Water Pollution Prevention Law of the Peoples Republic of China.During the Reporting Period,the Group did not discover any violations of emissions and environmental regulations.Waste ManagementThe modified starch and refined corn oil b
278、usinesses of the Shandong Factory generate solid waste.The residues of the Shandong Factory are the main source of solid waste,and if not properly treated,the residues may be hazardous.To reduce such risks,the Group has taken proactive measures to hire professional licensed contractors to collect an
279、d dispose of such residues.This approach ensures proper treatment in accordance with regulatory requirements and industry best practices.During the Reporting Period,the Groups production plant did not generate hazardous waste.During the Reporting Period,in addition to residues,the Shandong Factory a
280、lso generated non-hazardous general waste from various sources,such as waste paper packaging materials,office waste,and general household waste.As part of its commitment to the environmental protection strategy,the Group has implemented a waste management plan to systematically transfer these non-ha
281、zardous wastes to the cleaning staff hired by the building management for regular collection and proper disposal.The Group advocates that employees save and recycle resources to prevent and reduce waste.38Wai Chun Bio-Technology LimitedEnvironmental,Social and Governance ReportThe Group complies wit
282、h all laws and regulations regarding the generation of hazardous and non-hazardous waste,including but not limited to the Waste Disposal Ordinance(Cap.354 of the Laws of Hong Kong).The Group advocates that employees adopt environmental protection measures such as paperless office work and double-sid
283、ed printing to minimize non-hazardous waste.Generation of Hazardous and Non-Hazardous WasteUnitsYear 2024Year 2023 Total Hazardous Waste(Note 1)TonnesNot applicableNot applicableHazardous Waste Intensity(Note 1)Tonnes/Revenuein HK$millionNot applicableNot applicableTotal Non-Hazardous WasteTonnes4,0
284、005,887Non-Hazardous Waste IntensityTonnes/Revenuein HK$million10.817.61Note 1:Since the hazardous liquid waste and solid waste generated by the Shandong Factory are collected and disposed of by professional qualified contractors,relevant data are not statistically available.Waste Reduction Targets
285、for Non-Hazardous WasteWasteReductionTargetsBase YearStatus Non-Hazardous Waste IntensityTo reduce by 2%by 20262020In progressThe Groups goal is to reduce the intensity of non-hazardous waste generated per unit of revenue by 2%(compared to the 2020 base year)by the end of the fiscal year 2026.As of
286、the end of the Reporting Period,the progress of the current non-hazardous waste reduction target is stable.The Group will continuously assess and record the generated waste and other environmental data to assist the Group in monitoring the emission reduction target.Compliance with Relevant Laws and
287、RegulationsDuring the Reporting Period,the Group complied with various laws and regulations related to power generation,hazardous waste,and non-hazardous waste,including but not limited to the Waste Disposal Ordinance(Cap.354 of the Laws of Hong Kong)and the Law of the Peoples Republic of China on t
288、he Prevention and Control of Environmental Pollution by Solid Wastes.Currently,the progress of reducing non-hazardous waste is stable.If necessary,the Group will monitor the situation and adjust the reduction target.The Shandong Factory generates and discharges contaminated waste liquid during the p
289、roduction process.If not properly managed and controlled,it may have a serious negative impact on the environment.Since the Shandong Factory does not have an approved built in waste liquid discharge outlet,all contaminated waste liquid is subcontracted to licensed contractors for collection,treatmen
290、t,and disposal.The Group also generates domestic and sanitary water from employees,offices,and factory workers.The used water is discharged into the public sewage system for further treatment.Annual Report 2023/202439Environmental,Social and Governance ReportA2 USE OF RESOURCESThe Group firmly belie
291、ves that environmental protection is a key factor in the sustainable development of its business.Therefore,it adheres to the highest environmental protection standards in its business operations.The Group is committed to conserving and protecting energy,water,and paper,and promoting this awareness a
292、mong employees and business partners.Although the Group is not a manufacturing enterprise and uses few resources in its business activities,it adheres to the 5R principle as the guiding principle for its resource conservation and reduction plan,advocating reduction,reuse,recycling,replacement,and re
293、storation.In the Shandong Factory,the Group uses electricity,steam,water,and fuel for production,while office operations only rely on electricity and general resources.The electricity is fully supplied by the urban power grid,and there is no problem with power supply.The production and domestic wate
294、r of the Shandong Factory completely rely on urban water supply,and there is no problem with water supply.Reliable and high quality incoming water is crucial for our production needs.Within our production parameter range,it is not economically or technically feasible to use alternative water sources
295、 or recycled water without incurring significant costs and environmental impacts.Steam is used in one of the production processes of starch modification,which helps to filter chemicals from the product.Steam is supplied by urban pipelines.The Groups activities and operations do not consume a large a
296、mount of paper and packaging materials.To save operating costs and improve its environmental friendliness,the Group encourages employees to use digital storage and communication to reduce paper use.The packaging materials used for finished products are carefully selected to meet the specifications,w
297、ith priority given to non toxic and environmentally friendly materials.40Wai Chun Bio-Technology LimitedEnvironmental,Social and Governance ReportThe approximate resource consumption and the intensity of the Group during the Reporting Period is as follows:Types of SourcesUnitYear 2024Year 2023 Elect
298、ricity consumption(Note 1)kWh9,861,34920,446,233Fuel consumptionkWh4,9434,477Total energy consumptionkWh9,866,29220,450,710Energy consumption intensitykWh/HK$millionof revenue26,66626,433Water consumptionm384,53789,217Water consumption intensitym3/HK$millionof revenue229115Steam consumptionm371,7669
299、8,433Steam consumption intensitym3/HK$millionof revenue194127Total packaging(Note 2)Tonnes649743Total packaging intensityTonnes/HK$millionof revenue1.750.96Note 1:The conversion factor used to convert data in other units to kWh is sourced from the Energy Statistics Manual published by the Internatio
300、nal Energy Agency.Note 2:The total packaging quantity includes the total Tonnes of plastic,paper,and metal used for packaging finished products.Since greenhouse gas emissions largely depend on the level of energy consumption,the Group has developed KPIs for electricity consumption,water consumption,
301、steam usage,and packaging usage for daily monitoring and supervision.The increase in energy use is mainly due to the increased production volume of the Shandong Factory.The Group has also developed and implemented a series of measures to regulate resource use.These measures include but are not limit
302、ed to:Turn off the air conditioning and lighting systems during non-office hours;Encourage employees to turn off equipment and appliances when not in use;Annual Report 2023/202441Environmental,Social and Governance Report Choose energy-saving appliances,such as using LED energy-saving lights instead
303、 of traditional fixtures;Encourage employees to develop the habit of saving water by turning off water taps with their hands;Post water-saving signs to enhance employees water-saving awareness;Invest in fresh water and energy saving tools and equipment such as the installation of water measuring met
304、ers and solar energy systems to reduce consumption;and Strengthen the management of water equipment to prevent water leakage.With the implementation of water-saving measures in the Shandong Factory,the current progress of water conservation is satisfactory.The Group will continuously monitor the wat
305、er use situation and maintain the above-mentioned measures.However,in terms of the reduction targets for energy,steam,and total packaging,the current progress is relatively slow.Due to the continuous update of packaging design to enhance packaging strength and ensure product safety during transporta
306、tion,the usage of packaging materials has increased.In the future,the Group will actively monitor the resource usage situation and strive to reduce consumption.The targets may be adjusted to adapt to the current business scale.Reduction Target of Resources ConsumptionEnvironmental KPIReductionTarget
307、Base YearStatus Energy consumption intensityReduce 2%byFY 20262020In progressWater consumption intensityReduce 2%byFY 20262020In progressSteam consumption intensityReduce 2%byFY 20262020In progressTotal Packaging intensityReduce 2%byFY 20262020In progress42Wai Chun Bio-Technology LimitedEnvironmenta
308、l,Social and Governance ReportA3 Environment and Natural ResourcesThe nature of the Groups business involves production and manufacturing,and its operations and activities consume a large amount of fresh water and steam,which is considered to have an impact on natural resources.The Group has success
309、fully taken measures to reduce consumption.The Shandong Factory discharges waste gas and wastewater containing impurities,which has an impact on the environment.The discharged air is filtered,and the wastewater is collected,treated,and disposed of by licensed operators,causing no problems to the env
310、ironment.Nevertheless,the Group has chosen to adopt policies and guidelines that conform to the internationally recognized“5R”principles and practices,striving to make the best use of resources and avoid waste as much as possible:Reduction:Minimize waste;Reuse:Reuse waste materials without treatment
311、;Recycling:Reuse materials as resources;Refuse:Avoid purchases;and Recover:Recover materials in different forms.A4 Climate ChangeUnited Nations data shows that climate change is occurring faster and more severely than expected,and public awareness of climate change is also constantly increasing.For
312、enterprises,the impact of climate change is changing and even reshaping the current business ecosystem.Facing this new business challenge,the Group has been closely monitoring the impact of climate change to take advantage of potential opportunities and mitigate these potential risks.During the Repo
313、rting Period,the Group closely monitored potential physical risks and transition risks,as detailed below:Physical RiskAcute Risks:The core businesses of the Group include selling and providing comprehensive services for computer and communication systems,as well as trading chemicals and agricultural
314、 products,which bring stable income to the Group.Since the Group is a non-production-oriented enterprise,it is expected that the weather will not have a significant impact on the business.The main potential physical risk is caused by extreme weather-related events such as thunderstorms,typhoons,and
315、hurricanes,which may prevent employees from providing services to customers.The Group has developed emergency measures covering various weather-related events to reduce resilience risks,such as promptly releasing official weather warning reports to remind employees to prioritize office projects unde
316、r extreme weather conditions.Annual Report 2023/202443Environmental,Social and Governance ReportChronic Risks:Long-term chronic risks can affect the Groups operations.Rising temperatures and decreasing water sources can affect the stability of public infrastructure,including power,network,transporta
317、tion,and water supply.In addition,the Groups suppliers may be located in high-risk areas of climate change,posing a risk to the Group.These long-term physical risks have strategic,operational,and financial implications.They may lead to increased risks and disaster protection and related business cos
318、ts,decreased output,reduced income,and decreased asset quality.Transition RiskPolicy Risks:The Paris Agreement is a climate change agreement jointly signed by 178 parties worldwide and is a unified arrangement for global climate change actions after 2020.Since 2019,Hong Kongs progress in mitigating
319、climate change has been reviewed annually.The Hong Kong Special Administrative Region Government may implement new policies based on Hong Kongs progress by the submission deadline.The Group has been closely monitoring climate-change-related regulations,regularly reviewing global and local government
320、 policies,regulatory dynamics,and market trends,and promptly adjusting its climate strategy to meet regulatory requirements.Market Risks:Climate change can affect the market in various ways and may change customers behaviors and preferences.With increased attention to emission reduction performance
321、and environmentally friendly products,the concerns and considerations of stakeholders may shift.Legal Risks:As mentioned in the policy risks,the Group regularly monitors changes in policies and regulatory requirements.Due to the nature of the Groups business,the impact of climate change is minimal.D
322、uring the Reporting Period,the Group did not discover any third-party litigation related to climate change.These long-term transition risks affect the Groups strategic direction.In the foreseeable future,more resources will be invested to achieve emission reduction targets.B.SOCIALB1 EmploymentEmplo
323、yees are the strong foundation of an enterprise and an important basis for its operations.The Group adheres to the people-oriented values and is committed to creating a safe and healthy working environment and providing a workplace free from any form of discrimination and harassment.To this end,the
324、Group has also developed appropriate policies and procedures,including but not limited to recruitment,transfer and promotion,dismissal,salary,capital calculation and compensation,and other benefits.Focusing on a transparent recruitment and employment mechanism,the Group has also established a transp
325、arent platform to receive employees feedback,measure their satisfaction,pay attention to their personal development,and protect and respect their legitimate rights and interests.44Wai Chun Bio-Technology LimitedEnvironmental,Social and Governance ReportOur employee workforce is segmented as follows
326、by gender,age group,employment type,and geographical region:ClassificationUnitYear 2024Year 2023 By GenderMalePersons103(74%)84(66%)FemalePersons37(26%)44(34%)TotalPersons140(100%)128(100%)By AgeBelow 30 years oldPersons33(24%)42(33%)Between 30 to 50 years oldPersons88(62%)60(47%)Over 50 years oldPe
327、rsons19(14%)26(20%)TotalPersons140(100%)128(100%)By Employment TypeFull-timePersons134(95%)116(91%)Part-timePersons6(5%)12(9%)TotalPersons140(100%)128(100%)By Geographic LocationHong KongPersons8(6%)8(6%)Mainland ChinaPersons132(94%)120(94%)TotalPersons140(100%)128(100%)During the Reporting Period,t
328、he Groups annual employee turnover rate,segmented by gender,employment type,age group,and region,is as follows:Employee Turnover RateYear 2024Year 2023 By Gender(Note 1)Male17%32%Female19%7%By Age(Note 1)Below 30 years old15%12%Between 30 to 50 years old20%37%Over 50 years old11%12%By Employment Typ
329、e(Note 1)Full-time14%22%Part-time100%33%By Geographic Location(Note 1)Mainland China16%18%Hong Kong50%100%Note 1:The employee turnover rate is calculated by dividing the number of employees who left during the reporting period by the total number of employees in that category as of 30 June 2024.Annu
330、al Report 2023/202445Environmental,Social and Governance ReportThe Group will make further efforts to continue to pay more attention to employees and actively take various measures to retain talent and reduce the employee turnover rate,such as:Optimizing the recruitment process to enable candidates
331、to fully understand the Groups working environment and benefits.Emphasizing corporate culture training for employees to enhance their sense of identity with the Groups culture.Paying attention to employees work pressure,promoting dialogue between management and employees,and relieving employees psyc
332、hological pressure.Widening the development channels for employees within the Group to provide a competitive career platform for employees and fully meet their career development requirements.The Group maintains equal employment opportunities for individuals of different genders,ages,ethnicities,and
333、 religions in all aspects of labor relations,including recruitment,promotion,and dismissal.Qualifications,experience,and performance related to job requirements are the only considerations.The Group arranges fair and reasonable salary and compensation for all employees.Employees salary and compensation are determined with reference to the prevailing market levels and are commensurate with their ab
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