1、(incorporated in the Cayman Islands with limited liability)Stock Code:8612WORLD SUPER HOLDINGS LIMITED維亮控股有限公司2024 ANNUAL REPORTAnnual Report 2024 WORLD SUPER HOLDINGS LIMITED1CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED(THE“STOCK EXCHANGE”)GEM has been positioned as a market de
2、signed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange.Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due an
3、d careful consideration.Given that the companies listed on GEM are generally small and mid-sized companies,there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid ma
4、rket in the securities traded on GEM.Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
5、 in reliance upon the whole or any part of the contents of this report.This report,for which the directors(the“Director(s)”)of World Super Holdings Limited(the“Company”)collectively and individually accept full responsibility,includes particulars given in compliance with the Rules Governing the List
6、ing of Securities on GEM of the Stock Exchange(the“GEM Listing Rules”)for the purpose of giving information with regard to the Company.The Directors,having made all reasonable enquiries,confirm that,to the best of their knowledge and belief:(1)the information contained in this report is accurate and
7、 complete in all material respects and not misleading or deceptive;(2)there are no other matters the omission of which would make any statement herein or this report misleading;and(3)all opinions expressed in this report have been arrived at after due and careful consideration and are found on bases
8、 and assumptions that are fair and reasonable.WORLD SUPER HOLDINGS LIMITED Annual Report 20242CONTENTSPagesCORPORATE INFORMATION3FINANCIAL HIGHLIGHTS5CHAIRMANS STATEMENT6MANAGEMENT DISCUSSION AND ANALYSIS7BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT16CORPORATE GOVERNANCE REPORT20REPORT OF
9、 THE DIRECTORS36INDEPENDENT AUDITORS REPORT53CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME58CONSOLIDATED STATEMENT OF FINANCIAL POSITION59CONSOLIDATED STATEMENT OF CHANGES IN EQUITY61CONSOLIDATED STATEMENT OF CASH FLOWS62NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS64Annua
10、l Report 2024 WORLD SUPER HOLDINGS LIMITED3CORPORATE INFORMATIONREMUNERATION COMMITTEECHIM Tak Lai(Chairman)SOU Peng Kan Albert ZHANG Wei DU Min CHEN Jie(resigned on 19 February 2025)LAW Kim Fai(appointed on 21 February 2025)MA Kin Ling(appointed on 12 March 2025)NOMINATION COMMITTEESOU Peng Kan Alb
11、ert(Chairman)LIN DongshengCHIM Tak LaiDU Min CHEN Jie(resigned on 19 February 2025)LAW Kim Fai(appointed on 21 February 2025)MA Kin Ling(appointed on 12 March 2025)HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESSUnit 3403,34/F.,AIA Tower 183 Electric Road,North Point Hong KongLEGAL ADVISERYick&Chan,Solic
12、itorsSuite A1,11/F,One Capital Place18 Luard Road,WanchaiHong KongAUDITORMcMillan Woods(Hong Kong)CPA Limited24/F.,Siu On Centre188 Lockhart Road,Wan ChaiHong KongBOARD OF DIRECTORSExecutive DirectorsSOU Peng Kan Albert(Chairman)LAU Lawrence Tak SunLIN DongshengZHANG WeiCHAN Lok YinMIAO Yingjuan(app
13、ointed on 30 December 2024)MA Kin Ling(appointed on 12 March 2025)Independent Non-executive DirectorsCHIM Tak LaiDU MinCHEN Jie(resigned on 19 February 2025)LAW Kim Fai(appointed on 21 February 2025)COMPLIANCE OFFICERSOU Peng Kan AlbertAUTHORISED REPRESENTATIVESSOU Peng Kan Albert CHAN Lok YinCOMPAN
14、Y SECRETARYCHAN Lok YinAUDIT COMMITTEECHEN Jie(Chairman)(resigned on 19 February 2025)LAW Kim Fai(Chairman)(appointed on 21 February 2025)CHIM Tak LaiDU MinWORLD SUPER HOLDINGS LIMITED Annual Report 20244CORPORATE INFORMATIONPRINCIPAL BANKERThe Hongkong and Shanghai Banking Corporation Limited 1 Que
15、ens Road CentralCentral Hong KongREGISTERED OFFICECricket Square,Hutchins Drive PO Box 2681Grand Cayman KY1-1111 Cayman IslandsCOMPANY WEBSITEPRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEConyers Trust Company(Cayman)Limited Cricket Square,Hutchins DrivePO Box 2681Grand Cayman KY1-1111 Cayman Islands
16、HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICEComputershare Hong Kong Investor Services Limited46/F.,Hopewell Centre183 Queens Road EastWan ChaiHong KongSTOCK CODE8612Annual Report 2024 WORLD SUPER HOLDINGS LIMITED5FINANCIAL HIGHLIGHTSFOR THE YEAR ENDED 31 DECEMBER 2024 Year ended 31 DecemberR
17、ESULTS20242023202220212020HK$HK$HK$HK$HK$(Restated)(Restated)(note)(note)Continuing operationsRevenue16,206,83923,088,44616,341,93730,380,96754,452,178Gross profit1,977,6973,601,8865,081,33517,524,09017,119,047Loss for the year(28,695,979)(36,727,040)(33,228,690)(21,510,769)(14,329,772)Discontinued
18、operationLoss for the year(286,750)(10,352,600)(422,532)Year ended 31 DecemberSUMMARY OF ASSETS AND LIABILITIES20242023202220212020HK$HK$HK$HK$HK$Total assets31,005,26150,600,043102,098,974153,925,994181,553,076Total liabilities17,202,77210,907,33925,679,23047,764,72558,158,136Net assets13,802,48939
19、,692,70476,419,744106,161,269123,394,940Note:Due to the disposal of a subsidiary,Yummy Network Technology Company Limited(“Yummy Network”),completed on 29 April 2022,the comparative financial information for the years ended 31 December 2021 and 2020 of the Group has been restated to reflect the excl
20、usion of financial information of the disposed subsidiary.WORLD SUPER HOLDINGS LIMITED Annual Report 20246CHAIRMANS STATEMENTDear Shareholders,On behalf of board of directors(the“Board”)of World Super Holdings Limited(together with its subsidiaries,the“Group”),I am pleased to present the audited con
21、solidated results of the Group for the year ended 31 December 2024 to our shareholders and investors.The Group recorded total revenue from continuing operations of approximately HK$16.2 million for the year ended 31 December 2024,representing a decrease of approximately 30.0%or HK$6.9 million from a
22、pproximately HK$23.1 million for the year ended 31 December 2023.The Groups loss for the year from continuing operation decreased from approximately HK$36.7 million for the year ended 31 December 2023 to approximately HK$28.7 million for the year ended 31 December 2024,which was mainly due to the ne
23、t effect of increase of loss on disposal of plant and equipment,increase in impairment losses under expected credit loss model and administrative expenses,being partially compensated by the decrease of impairment loss on plant and equipment.In 2024,after overcoming the challenges of the COVID-19 pan
24、demic and under the influence of external uncertainties,Chinas economy maintained a steady recovery trend.The government implemented a number of policies to support economic growth and structural optimization.In an environment where the overall economic growth is slowing down,we still achieved growt
25、h in the number of customers.BUSINESS REVIEW AND FINANCIAL PERFORMANCEHong Kong experienced a robust economic rebound when it opened its border in early 2024 with the lifting of anti-pandemic restrictive measures,Hong Kongs economy continued to revive during the year ended 31 December 2024 and has b
26、een on a path of recovery.The Group recorded revenue amounting of HK$16.2 million for the year ended 31 December 2024,decreased by approximately HK$6.9 million or 30.0%as compared with 2023.FUTURE PROSPECTSThe Group aims to deliver a safe and reliable supply of construction machinery rental as well
27、as the caring,competent and efficient services to customers;offer a grow and sustainable performance to shareholders;create extensive professional and personal development opportunities to employees;and contribute to the protection and improvement of the environment in the PRC.Looking forward,the Gr
28、oup is optimistic about the growth of number of construction tender along with Hong Kong.The Group believes that favourable government policies and industry trends in Hong Kong will foster the development of the rental services of construction sector and stimulate domestic demand for the constructio
29、n machinery rental.The Group has been actively considering and exploring various business opportunities according to the market conditions with an aim to diversify the income sources and to enhance the shareholders value.On behalf of the board(the“Board”)of directors(the“Directors”)of the Company,I
30、would like to express my sincere thanks to all customers,business partners and investors for your support and trust,and to all colleagues,for your work in execution of the Groups strategies and operations.Sou Peng Kan Albert Chairman and Executive Director Hong Kong,2 June 2025Annual Report 2024 WOR
31、LD SUPER HOLDINGS LIMITED7MANAGEMENT DISCUSSION AND ANALYSISFINANCE PERFORMANCEThe Group recorded total revenue from continuing operations of approximately HK$16.2 million for the year ended 31 December 2024,representing a decrease of approximately 30.0%or HK$6.9 million from approximately HK$23.1 m
32、illion for the year ended 31 December 2023.The total gross profit from continuing operations of the Group was approximately HK$2.0 million for the year ended 31 December 2024,representing a decrease of approximately 44.4%or HK$1.6 million from approximately HK$3.6 million for the year ended 31 Decem
33、ber 2023.The gross profit margin of continuing operations decreased to approximately 12.3%for the year ended 31 December 2024.The Groups loss for the year decreased from approximately HK$36.7 million for the year ended 31 December 2023 to approximately HK$28.7 million for the year ended 31 December
34、2024,which was mainly due to the effect of decrease in loss on disposal of plant and machinery and decrease in impairment losses under expected credit model,which outweighed the impact of the decline in gross profit;increase in impairment losses on plant and equipment;and increase in income tax expe
35、nse.Loss per share of the Group from continuing operations for the year ended 31 December 2024 was approximately 32.55 HK cents.The Directors do not recommend payment of a final dividend for the year ended 31 December 2024.Update on business developmentSave as disclosed in the section headed“Update
36、on business development”in the“Management Discussion and Analysis”of the annual report of the Company for the year ended 31 December 2023 and the interim report of the Company for the period ended 30 June 2024,there is no further update on the business development during the year ended 31 December 2
37、024 and up to the date of this report,except for provision of car rental business in Japan.BUSINESS REVIEWOur Group mainly undertakes(i)provision of rental services of crawler cranes,oscillators,a kind of bored piling machine working with drill-string to drill through the hard rock to the designated
38、 depth(the“RCD”)and hydromill trench cutters for construction projects mainly in Hong Kong and/or Macau;(ii)trading of new or used crawler cranes,RCDs,trench cutters,oscillators and/or related spare parts to customers in Hong Kong and Macau;(iii)to a lesser extent,provision of transportation service
39、s in delivering our machinery to and from customers designated sites and other services such as arrangement of set-up and repair of machinery for customers of our plant hire service,arrangement of insurance for customers of our plant hire service for projects outside Hong Kong and marketing of const
40、ruction machinery for our machinery suppliers;(iv)provision of construction works which included foundation works and ancillary services;(v)provision of money lending services;and(vi)car rental services.Plant hireOur plant hire service mainly involves rental of crawler cranes,casing oscillators,RCDs
41、 and hydromill trench cutter to customers for the use in their construction projects.We source new construction machinery for our plant hire service mainly from German,Korean and Austrian manufacturers or their affiliates in Hong Kong,while our used construction machinery is sourced from local or ov
42、erseas traders in countries such as China,Korea and Singapore.We also lease certain construction machinery from other construction machinery service providers for subleasing to our customers.The plant hire income decreased from approximately HK$9.9 million for the year ended 31 December 2023 to appr
43、oximately HK$5.3 million for the year ended 31 December 2024.The decrement is due to the decrease in plant hire income from owned rental fleet.WORLD SUPER HOLDINGS LIMITED Annual Report 20248MANAGEMENT DISCUSSION AND ANALYSISGeneral sales from trading of machinery,tools and partsOur trading of const
44、ruction machinery,tools and parts mainly involves sales of new or used crawler cranes,RCDs,trench cutters,casing oscillators and/or related spare parts,tools,or oil and lubricant to customers.In case the construction machinery or spare part required by our customers is not available in our rental fl
45、eet,or our customers request for new construction machinery,we will seek and check with our suppliers and acquire relevant construction machinery or spare part(if available)for our customers.The general sales decreased from approximately HK$4.0 million for the year ended 31 December 2023 to approxim
46、ately HK$0.8 million for the year ended 31 December 2024.The decrease was mainly due to the decrease in trading of tools and parts.Provision of transportation and other servicesWe provide transportation services in delivering our machinery to and from customers designated sites and other services su
47、ch as set-up and repair of machinery for customers of our plant hire service,arrangement of insurance for customers of our plant hire service for projects outside Hong Kong and marketing of construction machinery for our machinery suppliers.The transportation and other services income decreased from
48、 approximately HK$0.8 million for the year ended 31 December 2023 to approximately HK$46,000 for the year ended 31 December 2024.The decrement was mainly due to less transportation and other service provided to customers.Construction servicesConstruction services provided by us mainly include piling
49、 works and other ancillary services.During the year ended 31 December 2024,HK$7.7 million was generated from the construction services business(2023:HK$8.0 million).Money lendingAs one of the business segments of the Group,its money lending business has been conducted through its wholly-owned subsid
50、iary,World Super Capital Limited(“World Super Capital”),to grant loans to individuals and corporations and generates interest incomes from such loan facilities as revenue.The licensing of money lenders and regulation of money-lending transactions are governed by the Money Lenders Ordinance,Cap.163(t
51、he“MLO”).The Group is required to and has,at all times,strictly complied with all relevant laws and regulations including MLO.The Group has followed all forms and procedures prescribed under the provisions of the MLO when making relevant application for the renewal of Money Lender License and conduc
52、ting our money lending business.The money lending business of World Super Capital,is predominantly focused on short-term loans with a maturity period from 1 year,with the occasional slightly longer term of 1 year.The borrower clients of World Super Capital include companies incorporated in Hong Kong
53、 and are predominantly introduced to the Group on referral basis by the directors of World Super Capital.The interest rates of the loans advanced by World Super Capital to the borrowers are predominantly at fixed rates of 18%per annum,determined with reference to the market rates from time to time.A
54、nnual Report 2024 WORLD SUPER HOLDINGS LIMITED9MANAGEMENT DISCUSSION AND ANALYSISCredit assessment and loan collection policiesBefore accepting any application from prospective borrowers seeking to obtain a loan from World Super Capital,certain credit assessment procedures are required to be complie
55、d with according to the internal policy of World Super Capital.Applicants wishing to borrow a loan from World Super Capital are required to complete a loan application form and provide the required loan application documents for verification and due diligence process.All loan applications are subjec
56、t to credit review,anti-money laundering and counter-terrorist financing review and approval by the directors of World Super Capital.World Super Capital will conduct the credit assessment on the applicant with the information provided by the applicant or obtained through public search,which may incl
57、ude(but are not limited to):(i)conducting a check on background information provided by applicant against public search;(ii)obtaining and reviewing the latest financial information of the applicant for the latest financial year and applicable period,including sales breakdown by customers,material ca
58、shflow information and tax payment,etc.;(iii)obtaining and reviewing the details of bad and doubtful debts of the applicant for the latest financial year and applicable period(if any);(iv)conducting a litigation search and check for any unresolved or unsettled significant litigation against the appl
59、icant;(v)obtaining and reviewing the purchase contract(s)and order(s)of the applicant for which the loan is proposed to be drawn;and(vi)conducting asset evaluation on the applicants and/or its shareholders(if any).The directors of World Super Capital will consider each loan application on a case-by-
60、case basis and make reference to the result of credit assessment process together with the following factors to consider and approve the loan application,including:(i)the purpose,loan size,tenor,interest rate and other terms of the loan;(ii)the credit history of the applicant with World Super Capita
61、l;and(iii)the sufficiency of investments and assets held by the applicant in the Peoples Republic of China or Hong Kong showing financial capability of the applicant to repay the loan and consider whether any security and/or guarantee are required to be provided by the applicant.After the loan trans
62、actions are entered into,regularly reviews on the loan performance and overall risk profile will be conducted by World Super Capital of its loan portfolios.Further,World Super Capital has in place loan collection and loan portfolio monitoring policies which are applicable to all loans granted or ren
63、ewed by World Super Capital.Where any borrower has failed to make any repayment on the due date,the staff of World Super Capital will demand repayment from the borrower and pay a visit to the address of such borrower.If any borrower continues to fail to repay any amount due and owing to World Super
64、Capital,legal advisers would be engaged to formally demand repayment from such borrower and the Company will consider taking further legal action as and when appropriate,subject to legal advice to be obtained from the legal advisers.All existing borrowers of World Super Capital have proven satisfact
65、ory track record on making timely repayment and no additional debt collection procedures were required to be taken by World Super Capital for the year ended 31 December 2024.Loan impairment policyThe management of World Super Capital will prepare annual reports to the Board to inform them of the fig
66、ures of overdue loans for the relevant year.As at the relevant balance sheet date,the Board will assess whether there are any indications of impairment on the loan receivables,and if so,perform an impairment test and determine the amount of impairment loss to be recognised.In determining the expecte
67、d credit loss(“ECL”)for loan receivables,historical data are assessed together with other external information and are adjusted to reflect current and forward-looking information on macroeconomic factors.To ensure the adequacy of allowance for ECL on loan receivables,the Group engaged an independent
68、 firm of professional valuers to conduct a valuation on the allowance for ECL on loan receivables recognised for each financial year,and this impairment allowance was also cross-examined by auditor of the Company.WORLD SUPER HOLDINGS LIMITED Annual Report 202410MANAGEMENT DISCUSSION AND ANALYSISThe
69、Group applies the general approach under Hong Kong Financial Reporting Standard 9(HKFRS 9),which is often referred to as the“three-stage model”,under which ECL of loan receivables are determined based on(a)the changes in credit quality of the loan receivables since initial recognition,and(b)the esti
70、mated expectation of economic loss of the loan receivable under consideration.Under the general approach,there are two measurement bases for allowance of ECL:(a)12-month ECL,which is the ECL as a result of default events that are possible within 12 months after the reporting date and is calculated a
71、s the allowance for ECL on a loan receivable weighted by the probability of default events accumulated over the 12 months after the reporting date;(b)lifetime ECL,which is the ECL as a result of all possible default events over the expected life of a loan receivable and is calculated as the allowanc
72、e for ECL on a loan receivable weighted by the probability of default event accumulated over the entire life of the loan receivable.The allowance for ECL on loan receivables is derived from gross credit exposure,recovery rate and probability of default.The Board considers that the credit assessment
73、policy in place,which is stringently complied with by World Super Capital prior to entering into any loan transactions with any prospective borrower(s),is effective and adequate in serving the purpose of assessing the potential benefits and risks of each prospective loan transaction of the Company.T
74、horough background check and due diligence are carried out by World Super Capital on the prospective borrowers and their business operations and financial conditions before any loan transactions are entered into.The Board also considers the loan collection and loan portfolio monitoring policies and
75、loan impairment policy to be effective and adequate.Loan portfolio as at 31 December 2024As disclosed above,the Groups loan portfolio includes individual borrowers and corporate borrowers.As at 31 December 2024,the Group had one outstanding loans amounting to total outstanding loan receivables(befor
76、e allowance for credit losses)of HK$2,488,000(collectively,“Outstanding Loans”and each an“Outstanding Loan”)and allowance for credit losses on loan receivables amounting to approximately HK$186,000 due by the borrower,of which was corporate borrower.The maturity,interest rate and structure(i.e.with
77、or without collateral)of the relevant loans were determined based on the commercial interest of the Group as a whole,with reference to,amongst others,(i)the risk level of the loan(including but not limited to the availability of collaterals and/or personal guarantees);(ii)the principal amount of the
78、 loan;and(iii)the financial condition of the borrower.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED11MANAGEMENT DISCUSSION AND ANALYSISThe ageing analysis of loan receivables(before allowance for credit losses)based on initial loan commencement date as set out in the relevant contracts is as follo
79、ws:As at 31 December 2024HK$000 Over 1 year2,488 The ageing analysis of loan receivables based on the maturity dates as set out in the relevant contracts is as follows:As at 31 December 2024HK$000 Not yet dueOverdue2,488 Total2,488 The Group has adopted a credit policy to manage its money lending bu
80、siness which includes compliance with all applicable laws and regulations,credit assessment on potential borrower and its/her/his assets,the credibility of the potential borrower,the necessity in obtaining collaterals and determination of suitable interest rate to reflect the risk level of the provi
81、sion of loan.The Group has not adopted standard commercial terms for granting loan facilities to its clients,such commercial terms will depend on the credit assessment and/or collateral level of particular client.Where collaterals are required,such loans are generally secured by construction machine
82、ry or other assets as collaterals.Under the Groups current credit policy,unless otherwise approved by the Board under special circumstances(i)no loan,whether secured or unsecured,shall be granted by the Group that exceeds the maximum loan amount preset by the Group,(ii)for secured loans,the loan to
83、collateral value ratios shall not exceed 90%and the tenor shall not exceed 36 months,and(iii)for unsecured loans,they should meet the requirement that the debt to income ratio of a borrower shall not exceed 50%and the tenor shall not exceed 24 months.The Group believes that the money lending busines
84、s would extend the scope of the Groups existing business and diversify its business segment with a view to broaden the Groups revenue streams,enhance its profitability and achieve better return for the shareholders.During the year ended 31 December 2024,approximately HK$0.8 million revenue generated
85、 from the money lending business(2023:HK$420,000).WORLD SUPER HOLDINGS LIMITED Annual Report 202412MANAGEMENT DISCUSSION AND ANALYSISCar rental servicesCar rental service business was newly commenced during the year ended 31 December 2024,which generated a revenue of approximately HK$1.5 million.PRO
86、SPECT In summary,the Company showcases a strong outlook bolstered by strategic investments in its rental business and favorable regulatory conditions.As it prepares for future growth in the construction sector,it continues to be an attractive choice for investors.Despite existing market challenges,t
87、he potential for revenue growth through machinery and car rental services indicates a promising path ahead.Moving forward,it will be essential for stakeholders to stay attentive to market dynamics and the Companys performance.FINANCIAL OVERVIEWContinuing operationRevenueThe Groups revenue includes(i
88、)plant hire income from leasing of construction machinery,general sales from trading of construction machinery,tools and parts,transportation and other services income;(ii)construction services income;(iii)interest income from money leading business;and(iv)car rental services business.The Groups rev
89、enue decreased from approximately HK$23.1 million for the year ended 31 December 2023 to approximately HK$16.2 million for the year ended 31 December 2024,representing a decrease of approximately 30.0%which mainly due to the decrease of income generated from the segment of plant hiring services busi
90、ness.Cost of sales and servicesCost of sales and services mainly include product purchases,wages,machinery rent paid and depreciation on plant and machinery.For the year ended 31 December 2024,the Groups cost of sales and services amounted to approximately HK$14.2 million(2023:approximately HK$19.5
91、million).The increase in cost of sales and services was mainly due to the decrease in costs of inventory sold incurred by the plant hiring services segment.Gross profit and gross profit marginThe gross profit and gross profit margin of the Group were approximately HK$2.0 million and approximately 12
92、.3%for the year ended 31 December 2024,respectively.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED13MANAGEMENT DISCUSSION AND ANALYSISOther income and gains or(losses)Other income and gains or(losses)mainly represent the loss on disposal of plant and equipment,bank interest income and net exchange
93、gain.The Groups other income and gains or(losses)decreased to approximately HK$1.2 million for the year ended 31 December 2024 from approximately HK$5.3 million for the year ended 31 December 2023,which was mainly due to the decrease in the loss on disposal of plant and equipment to approximately HK
94、$1.5 million for the year ended 31 December 2024 from approximately HK$5.5 million for the year ended 31 December 2023.Finance costsFinance costs of the Group amounted to approximately HK$0.4 million for the year ended 31 December 2024(2023:approximately HK$0.8 million).The decrease in finance costs
95、 was mainly due to the decrease in the Groups bank borrowing and obligation under finance lease.Administrative expensesAdministrative expenses mainly include staff costs,short term operating lease rental in respects of rental premises,and listing-related expenses.For the year ended 31 December 2024,
96、the Groups administrative expenses amounted to approximately HK$21.0 million(2023:approximately HK$19.9 million).The increase is mainly due to the increase in business promotion-related expense and staff cost.TaxationThe Groups income tax expense increased to approximately HK$7,658 for the year ende
97、d 31 December 2024 from tax credit of approximately HK$2.2 million for the year ended 31 December 2023.The change was mainly because of the decreased in the timing difference in relation to the accelerated depreciation during the year ended 31 December 2024.There is no China and Macau tax implicatio
98、n during both periods.China and Macau segment result is included in Hong Kong tax implication during both periods.Loss for the YearThe Groups loss for the year decreased from approximately HK$36.7 million for the year ended 31 December 2023 to approximately HK$28.7 million for the year ended 31 Dece
99、mber 2024,which was mainly due to the effect of decrease in loss on disposal of plant and machinery and decrease in impairment losses under expected credit model,which outweighed the impact of the decline in gross profit;increase in impairment losses on plant and equipment;and increase in income tax
100、 expense.LIQUIDITY,FINANCIAL RESOURCES AND CAPITAL STRUCTUREThe Group has funded its liquidity and capital requirements primarily through capital contributions from shareholders,bank borrowings,bank overdrafts,lease liabilities,obligations under finance leases,internally generated cash flow and proc
101、eeds received from the placing of the Companys shares.As at 31 December 2024,the Group had bank balances and cash of approximately HK$5.8 million(2023:approximately HK$11.1 million)and pledged bank deposits of approximately HK$Nil(2023:approximately HK$1.5 million).The balance of bank balance and ca
102、sh remains the same level.WORLD SUPER HOLDINGS LIMITED Annual Report 202414MANAGEMENT DISCUSSION AND ANALYSISThe interest-bearing loans of the Group as at 31 December 2024 was approximately HK$1.5 million(2023:approximately HK$4.9 million).The scheduled repayment date of the Groups bank borrowings a
103、nd obligation under finance lease amounting to approximately HK$1.5 million(2023:HK$4.9 million),as set out in the loan agreements and without considering the effect of any repayment on demand clauses were as follows:20242023HK$HK$Within 1 year1,504,3782,483,795Between 1 and 2 years1,795,025Between
104、2 and 5 years622,370 1,504,3784,901,190 As at 31 December 2024 and 2023,the Group did not have any convertible bonds.The gearing ratio is calculated based on the amount of total interest bearing loans divided by total equity.The gearing ratio of the Group as at 31 December 2024 was approximately 17.
105、9%(2023:approximately 14.6%).The capital structure of the Company comprises of equity interest attributable to the owners of the Company(including issued share capital and reserves).The Directors regularly review the capital structure of the Company.As part of the review,the Directors consider the c
106、ost of capital and the associated risks of various types of capital.Trade receivable turnover daysThe trade receivable increased from approximately HK$1.6 million for the year ended 31 December 2023 to approximately HK$2.5 million for the year ended 31 December 2024,while the trade receivable turnov
107、er days increased from approximately 143.0 days for the year ended 31 December 2023 to approximately 223.2 days for the year ended 31 December 2024.Our accounting and human resource department would monitor the trade receivable on a monthly basis and assess whether any bad debt should be provided ba
108、sed on the monthly trade receivable ageing report,which would be reviewed by our Directors.When overdue amount is located,our commercial and administrative department would contact customers for settlement.FOREIGN EXCHANGE RISKThe Group mainly operates in Hong Kong,Macau and Japan and most of the op
109、erating transactions such as revenue,expenses,monetary assets and liabilities are denominated in Hong Kong dollars and Japanese Yen.As such,the Directors are of the view that the Groups risk in foreign exchange is insignificant and that the Group should have sufficient resources to meet foreign exch
110、ange requirements as and if they arise.Therefore,the Group has not engaged in any derivative contracts to hedge its exposure to foreign exchange risk during the period.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED15MANAGEMENT DISCUSSION AND ANALYSISCAPITAL COMMITMENTSAs at 31 December 2024,the Gro
111、up did not have any significant capital commitments(2023:HK$Nil).CONTINGENT LIABILITIESAs at 31 December 2024,the Group did not have material contingent liabilities(2023:HK$Nil).FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETSAs at 31 December 2024,the Group did not have the plans for materi
112、al investments and capital assets acquisition.SIGNIFICANT INVESTMENTS,MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND AFFILIATED COMPANIESDuring the year ended 31 December 2024,the Group did not have other significant investments,material acquisitions and disposal of subsidiaries and affilia
113、ted companies during the year.EMPLOYEES AND REMUNERATION POLICIESAs at 31 December 2024,the Group employed 15 full-time employees(not including our Directors)and 2 part-time employees(2023:15 full-time employees and 2 part-time employees).Our total staff cost(including directors emoluments,directors
114、 quarters,wages,salaries and allowance,staff welfare and contributions to defined contribution retirement plan)for the years ended 31 December 2024 and 2023 amounted to approximately HK$11.8 million and HK$11.3 million respectively.Remuneration of employees is determined with reference to factors su
115、ch as qualification,responsibility,contribution and experiences.The Company has adopted a share option scheme to reward the eligible participants for their contribution to the Group.The Group also provides internal training to our staff.EVENT AFTER THE REPORTING PERIODThe Group does not have materia
116、l event after the reporting period.WORLD SUPER HOLDINGS LIMITED Annual Report 202416BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENTEXECUTIVE DIRECTORSMr.SOU Peng Kan Albert(former name:So Ping Kan)(蘇秉根)(“Mr.Sou”),aged 72,is our executive Director,our Chairman,our Chief Executive Officer,the
117、chairman of the nomination committee of the Company(the“Nomination Committee”)and a member of the remuneration committee of the Company(the“Remuneration Committee”).Mr.Sou joined our Group when he became a director of World Super Limited upon its incorporation in July 1997.He was appointed as our Di
118、rector on 26 February 2016 and was redesignated as an executive Director on 26 April 2017.He is primarily responsible for overseeing management and strategic planning and development of our Groups business operations.Mr.Sou has over 30 years of experience in the construction machinery rental and con
119、struction equipment trading industry.Mr.Sou completed his secondary education at Colegio Diocesano de Sao Jose 2nd&3rd Branch in Macau in 1967.Mr.LAU Lawrence Tak Sun(劉德生)(“Mr.Lau”),age 45,was appointed as an executive Director on 30 December 2020.Mr.Lau has been the project manager of the Group sin
120、ce November 2020.Mr.Lau holds a bachelors degree in business administration fromthe School of Business Administration in Northeastern University in Boston Massachusetts in the United States in 2003.He has over 10 years of extensive experience in the real estate industry in Hong Kong and the Peoples
121、Republic of China(the“PRC”).Mr.Lau started his career in auditing and assurance at KPMG,an international audit firm where he mainly focused in the real estate sector in the PRC.Prior to joining our Group,Mr.Lau held senior management positions at Lai Sun Development Company Limited(the“Lai Sun Group
122、”)from 2010 to 2018,during which he served as the vice president of Lai Sun Development Company Limited,a company listed on the Main Board of the Stock Exchange with stock code 488.Mr.Lau also served as the executive director of Furama Hotels and Resorts International Limited which is a wholly owned
123、 subsidiary of the Lai Sun Group.Mr.LIN Dongsheng(林東升)(“Mr.Lin”),age 34,was appointed as an executive Director on 12 August 2022.Mr.Lin is a member of the Nomination Committee.Mr.Lin obtained a bachelors degree in environmental engineering from the Northwest Minzu University(西北民族大學)in the Peoples Re
124、public of China in June 2013 and a master of business administration from Linton University College in Malaysia in March 2021.Prior to joining the Group,Mr.Lin began his career as a general manager at Shenzhen Beifeng Investment Limited*(深圳貝豐投資有限公司),a company engaged in the business of trading preci
125、ous metals,from September 2013 to June 2016,and subsequently worked as a general manager at Shenzhen Huayu Datong Network Technology Limited*(深圳華宇大通網絡科技有限公司),a company engaged in information technology from July 2016 to September 2018 and as a steel outfitting engineer at Lion Merge Construction Sdn
126、.Bhd.from October 2019 to December 2021.From January 2022 to June 2022,Mr.Lin worked as a senior automation tester at Universe ID Sdn.Bhd.Mr.ZHANG Wei(張偉)(“Mr.Zhang”)(Appointed on 23 June 2023),aged 39,is a member of the Remuneration Committee.Mr.Zhang obtained a bachelors degree in management from
127、the Shihezi University*(石河子大學)in the Peoples Republic of China in 30 June 2011.Prior to joining the Group,Mr.Zhang began his career as an assistant of chairman and investment manager at Kingya International Holding Group Company Limited*(今日國際控股集團有限公司),which engaged in the business of residential and
128、 commercial real estate development,from December 2010 to June 2013.He subsequently worked as a general manager at Sichuan Zhongbang Seeding Company Limited*(四川仲幫種業有限公司),a company engaged in the business of sales and production of agricultural seeds,from June 2013 to November 2016.Mr.Zhang worked as
129、 a general manager at Shenzhen Golden Time Trading Company Limited*(深圳市黃金時間貿易有限公司),a company engaged in the business of domestic trading in construction materials,machinery and commodities,from November 2016 to December 2018.He worked as a general manager of the Guangdong-Hong Kong-Macao Greater Bay
130、 Area at Hengyi Group Company Limited*(恆億集團有限公司),a company engaged in the business of real estate development and construction,from November 2018 to May 2021 and as a general manager at Shenzhen Huang Jin Ye Trading Company Limited*(深圳市黃金葉貿易有限公司),a company engaged in e-commerce,management consulting
131、 services,domestic trading and import and export of goods and technologies,from June 2021 to March 2023.*For identification purpose onlyAnnual Report 2024 WORLD SUPER HOLDINGS LIMITED17BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENTMs.CHAN Lok Yin(陳樂燕)(“Ms.Chan”)(Appointed on 30 June 2023),a
132、ged 40,obtained a Bachelors Degree of Accounting from the Edinburgh Napier University in the United Kingdom in 2008.She became a member of The Hong Kong Institute of Certified Public Accountants in July 2011,and an associate of The Chartered Governance Institute in September 2015.Ms.Chan joined the
133、Group on 2 May 2023 and has been serving as(i)the company secretary of the Company,(ii)an authorised representative of the Company under Rule 5.24 of the GEM Listing Rules and(iii)an authorised representative of the Company to accept service of process and notices on the Companys behalf in Hong Kong
134、 as required under Rule 5.24 of the GEM Listing Rules and Part 16 of the Companies Ordinance(Chapter 622 of the Laws of Hong Kong).Ms.Chan is also currently,holding the position as the director in two subsidiaries of the Company namely Success Dragon Holdings Limited and World Super Capital Limited
135、respectively.Ms.Chan has accumulated over 10 years of auditing,accounting,corporate governance and company secretarial experience.Prior to joining the Group,she worked for a number of listed companies in Hong Kong,taking the positions of financial controller and/or company secretary.For the period f
136、rom April 2008 to December 2011,Ms.Chan served in various audit firms in Hong Kong with her last position as an accountant.Ms.Chan joined GSN Corporations Limited(formerly known as Megalogic Technology Holdings Limited,later known as New Western Group Limited and last known as GSN Corporations Limit
137、ed(a listed public company in Hong Kong which was delisted on 4 May 2022)(“GSN”)in April 2012.She first served as assistant to finance director and company secretary.During the periods from April 2014 to April 2016,October 2014 to April 2016,and August 2019 to December 2021,she was the joint company
138、 secretary and authorised representative of the GSN.At GSN,Ms.Chan was responsible for accounting and financial management,and company secretarial matters.Ms.Chan was also the company secretary of Pak Tak International Limited(Stock Code:2668)during the period from August 2015 to April 2017,CHYY Dev
139、elopment Group Limited(Stock Code:8128)during the period from August 2022 to December 2022 and China Supply Chain Holdings Limited(Stock Code:3708)during the period from October 2022 to June 2023.Ms.Chan was an independent non-executive director of Elife Holdings Limited(stock code:223)during the pe
140、riod from 24 December 2024 to 11 March 2025.Ms.Chan is currently the company secretary of AMCO United Holding Limited(Stock Code:630)and such appointment commenced in January 2023.Ms.MIAO Yingjuan(繆穎娟)(“Ms.Miao”)(Appointed on 30 December 2024),aged 40,obtained a bachelors degree in finance and legal
141、 from the Beijing Normal University at Zhuhai(北京師範大學珠海分校)in 2008.She has over 15 years of extensive experience in the financial industry in the Peoples Republic of China(the“PRC”).Ms.Miao started her career at Personal Finance Department of Zhuhai Rural Commercial Bank Company Limited(珠海農村商業銀行股份有限公司
142、個人金融部)from July 2008 to January 2012.She then worked at Branch Operations Department of China Merchant Bank Zhuhai Branch(招商銀行珠海分行分行營業部)from January 2012 to June 2015,Wealth Management Centre of Private Banking Department of China Merchant Bank Shenzhen Branch(招商銀行深圳分行私人銀行部卓越財富管理中心)from June 2015 to
143、 June 2017 and Shenzhen Shandao Investment Management Co.Ltd.(深圳市善道投資管理有限公司)from October 2017 to April 2020 respectively.From May 2020,she is the Risk Control Director of Guangdong Bozhou Securities Investment Fund Management Limited(廣東柏舟證券投資基金管理有限公司).Mr.MA Kin Ling(馬健凌)(“Mr.Ma”),aged 43,was appoint
144、ed as our independent non-executive Director on 12 March 2025.Mr.Ma is a member of each of the Nomination Committee and Remuneration Committee.He holds various positions in companies listed on the Main Board of the Stock Exchange.He is currently an independent non-executive director of SunCorp Techn
145、ologies Limited(stock code:1063)and Wenye Group Holdings Limited(stock code:1802).Mr.Ma was also an independent non-executive director of Wisdom Wealth Resources Investment Holding Group Limited(stock code:7)during the period from 10 May 2019 to 11 July 2024 and an independent non-executive director
146、 of Elife Holdings Limited(stock code:223)during the period from 24 December 2024 to 11 March 2025.Mr.Ma is a member of the Hong Kong Institute of Certified Public Accountants.He graduated from City University of Hong Kong with a Bachelor degree of Business Administration(Honours)in Accountancy and
147、Law.Prior to the joining the Group,he was the chief financial officer and company secretary of China Zenith Chemical Group Limited(stock code:362)during the period from 6 May 2016 to 31 December 2024.WORLD SUPER HOLDINGS LIMITED Annual Report 202418BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGE
148、MENTINDEPENDENT NON-EXECUTIVE DIRECTORSMr.CHIM Tak Lai(詹德禮)(“Mr.Chim”),aged 42,was appointed as our independent non-executive Director on 23 February 2022.Mr.Chim is the chairman of the Remuneration Committee and a member of each of the audit committee of the Company(the“Audit Committee”)and the Nom
149、ination Committee.Mr.Chim obtained a bachelor of art degree in business economics from the University of Hertfordshire in 2006.From January 2012 to March 2016,Mr.Chim worked as an accounting and operating manager in Modern Audio(International)Limited,a company principally engaged in trading,wholesal
150、e,retail and distributing video products and copyright licensing.Mr.Chim joined Imperium Financial Group Limited(the“Imperium Financial”)which is listed on the GEM of the Stock Exchange(stock code:8029)as senior accountant in March 2016.Since September 2020,Mr.Chim is the financial controller of the
151、 Imperium Financial and his primary responsibilities are to oversee all financial accounting operations,including group reporting,budgeting,audit,treasury function,consolidation and financial reporting.Mr.Chim has been an executive director of the Imperium Financial since May 2021 to now.Since Decem
152、ber 2023,Mr.Chim is appointed as the CFO of the Winto Group(Holdings)Limited(stock code:8238)and his primary responsibilities are to oversee all financial accounting operations,including group reporting,budgeting,audit,treasury function,consolidation and financial reporting.Ms.DU Min(杜敏)(“Ms.Du”)(Ap
153、pointed on 3 August 2023),aged 51,is a member of each of the Audit Committee,Nomination Committee and Remuneration Committee.Ms.Du obtained a Bachelor of International Trade from Anhui University in 1997 and a Master of Business Administration from Hong Kong Metropolitan University in 2022.Ms.Du has
154、 rich experience in corporate management and financial management.Since 2013,Ms.Du is the executive director and general manager of Anhui Quanwei IOT Technology Co.,Ltd.,a company incorporated in China.Prior to that,Ms.Du was the financial controller or financial in-charge of certain companies incor
155、porated in China.Ms.Du was the non-executive director of Tian Cheng Holdings Limited(Stock Code:2110)during the period from 14 February 2023 to 31 July 2023.Mr.LAW Kim Fai(羅劍輝)(“Mr.Law”),aged 53,was appointed as our independent non-executive Director on 21 February 2025.Has extensive working experie
156、nce in accounting and company secretarial matters in a number of listed companies in Hong Kong,and he has held positions such as qualified accountant,company secretary,authorised representative and/or finance director in a number of companies whose shares were listed on the Stock Exchange.Mr.Law is
157、currently serving as an executive director,the chief financial officer and the company secretary of IVD Medical Holding Limited(stock code:1931),the shares of which are listed on the Main Board of the Stock Exchange.Mr.Law obtained a Bachelor of Business in Business Administration from the Royal Mel
158、bourne Institute of Technology in Australia in April 1994 and a Master of Business Administration(Electronic Commerce)from Charles Sturt University in Australia in November 2002.Mr.Law is a fellow member of the Hong Kong Institute of Certified Public Accountants,and a member of the Hong Kong Charter
159、ed Governance Institute,a member of the Chartered Governance Institute in the United Kingdom and a fellow member of Association of International Accountants.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED19BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENTCHANGE IN DIRECTORS INFORMATIONUpon spe
160、cific enquiry by the Company and following confirmations from Directors,save as otherwise set out in this report,there is no change in the information of the Directors required to be disclosed pursuant to Rule 17.50A(1)of the GEM Listing Rules since the Companys last interim report.WORLD SUPER HOLDI
161、NGS LIMITED Annual Report 202420CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE PRACTICESThe Company is committed to maintaining a high standard of corporate governance practices.The Directors of the Company consider that the Company has adopted and complied with the Corporate Governance Code(the“CG
162、 Code”)as set out in Part 2 of Appendix C1 to the GEM Listing Rules,which includes developing and reviewing the Companys policies and practices on corporate governance and reviewing the Companys compliance with the code provision in the CG Code,during the year ended 31 December 2024 and up to the da
163、te of this report except for the derivations as disclosed below.Code Provision C.2.1 stipulates that the roles of chairman and chief executive officer(“CEO”)should be separated and should not be performed by the same individual.The division of responsibilities between the chairman and chief executiv
164、e should be clearly established and set out in writing.Mr.Sou Peng Kan Albert is currently the chairman of the Board and the CEO of the Company.The Board believes that vesting the roles of both Chairman and CEO in the same person provides the Group with strong and consistent leadership,allows for mo
165、re effective planning and execution of long term business strategies and enhances efficiency in decision-making in response to the changing environment.Our Board believes that the balance of power and authority under this arrangement will not be impaired and is adequately ensured by the ten-member c
166、omposition of our Board,including seven executive Directors and three independent non-executive Directors.Further,the Audit Committee has free and direct access to the Companys external auditors and independent professional advisers when it considers necessary.Therefore,the Directors consider that t
167、he deviation from code provision C.2.1 of the CG Code is appropriate in such circumstance.In respect of code provision D.1.2 of the CG Code,the Company did not provide all members of the Board with monthly updates.However,the Company has based on business situation,provided to the Board from time to
168、 time,updated business information to enable the Board as a whole and each Director to discharge their duties.The Company considers that such business information arising out of the ordinary business provided to the Board from time to time instead of monthly updates are sufficient for the Board to d
169、ischarge its duties.In the event if there are any significant updates,the Company will update all the Directors as early as practicable for discussion and resolution.Under the Code Provision F.1.1,the Company should have a policy on payment of dividends and should disclose it in its annual report.Th
170、e Company does not have a dividend policy and the Board will decide on the declaration/recommendation of any future dividends after taking into consideration a number of factors,including the prevailing market conditions,the Groups operating results,business plans and prospects,financial position an
171、d working capital requirements,and other factors that the Board considers relevant.The Company will continue to review its corporate governance practices in order to enhance its corporate governance standard,comply with regulatory requirements and meet the growing expectations of shareholders and in
172、vestors.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED21CORPORATE GOVERNANCE REPORTCODE OF CONDUCT FOR DIRECTORS SECURITIES TRANSACTIONSThe Company has adopted a code of conduct regarding securities transactions by Directors which is on terms no less exacting than the required standard of dealings
173、concerning securities transactions by the Directors as set out in Rules 5.48 to 5.67 of the GEM Listing Rules.Having made specific enquiry,all the Directors confirmed that they have complied with the required standard of dealings and its code of conduct regarding Directors securities transactions th
174、roughout the year ended 31 December 2024.Pursuant to Rule 5.66 of the GEM Listing Rule,the Directors have also requested any employee of the Company or director or employee of a subsidiary of the Company who,because of his/her office or employment in the Company or a subsidiary,is likely to possess
175、inside information in relation to the securities of the Company not to deal in securities of the Company when he/she would be prohibited from dealing by the code of conduct as if he/she was a Director.DIRECTORS AND OFFICERS LIABILITY INSURANCEThe Directors and officers are indemnified under a direct
176、ors and officers liability insurance against any liability incurred by them in the discharge of their duties while holding office as the Directors and officers of the Company.BOARD OF DIRECTORSThe Company is governed by the board of Directors which has the responsibility for leadership and monitorin
177、g of the Company.The Directors are collectively responsible for promoting the success of the Group by directing and supervising the Groups affairs.As at the date of this report,the Board comprises ten Directors of which seven are executive Directors and three are independent non-executive Directors.
178、The Board sets strategies and directions for the Groups activities with a view to developing its business and enhancing shareholders value.The Board has delegated the daily operation and day-to-day management of the Group as well as the implementation of the Boards policies and strategies to the exe
179、cutive Directors and management of the Group.All Directors carry out their duties in good faith and in compliance with applicable laws and regulations,making decisions objectively and acting in the interests of the Company and its shareholders at all times.The Directors have full access to informati
180、on of the Group and are entitled to seek independent professional advice in appropriate circumstances at the Companys expense.There is no relationship,including financial,business,family or other material/relevant relationship(s)between members of the Board.The Group will continue to update the Dire
181、ctors on the latest developments regarding the GEM Listing Rules and other applicable regulatory requirements to ensure compliance and enhance their awareness of good corporate governance practices.WORLD SUPER HOLDINGS LIMITED Annual Report 202422CORPORATE GOVERNANCE REPORTThe Boards composition dur
182、ing the year ended 31 December 2024 and up to the date of this report is as follows:Executive DirectorsSOU Peng Kan Albert(Chairman)LAU Lawrence Tak SunLIN DongshengZHANG WeiCHAN Lok YinMIAO Yingjuan(appointed on 30 December 2024)MA Kin Ling(appointed on 12 March 2025)Independent Non-executive Direc
183、torsCHIM Tak LaiDU MinCHEN Jie(resigned on 19 February 2025)LAW Kim Fai(appointed on 21 February 2025)The Board has the responsibility for leadership and control of the Company.They are collectively responsible for promoting the success of the Group by directing and supervising the Groups affairs.Th
184、e Board is accountable to the shareholders for the strategic development of the Group with the goal of maximising long-term shareholder value,while balancing broader stakeholder interests.Biographical details of the Directors are set out in the section of“Biographical Details of Directors and Senior
185、 Management”on pages 16 to 19.Mr.Sou Peng Kan Albert is currently the chairman of the Board and the CEO of the Company.Save as disclosed,there are no relationship(including financial,business,family or other material/relevant relationships)among members of the Board and in particular,between the cha
186、irman and the chief executive.ROLE AND FUNCTION OF THE BOARD AND THE MANAGEMENTThe Company has set out the respective functions and responsibilities which can be reserved to the Board and delegated to management or Board committees.The Board delegates day-to-day operations of the Group to management
187、 while reserving certain key matters,mainly relating to the approval and monitoring of the Groups overall strategies,policies and business plans;and overseeing and evaluating the performance of the Group.It is also responsible for promoting the success of the Group and its businesses by directing an
188、d supervising the Groups affairs.Board committees for specific functions are also set up to ensure efficient Board operations.The composition and functions of each Board committee and their major roles and function are described below.The final decision still rests with the Board unless otherwise pr
189、ovided for in the terms of reference of the relevant committees.BOARD DIVERSITY POLICYThe Company recognises the importance of diversity at the Board in contributing to the quality of performance of the Company.The Board has adopted a board diversity policy(the“Board Diversity Policy”).In designing
190、the Board composition,the Company takes into account a number of measurable factors,including but not limited to gender,age,cultural and educational background,ethnicity,professional specialisation,experience,skills,knowledge and other qualifications.Appointment of Directors is solely based on merit
191、ocracy,and candidates will be considered against objective criteria,having due regards for the benefits of diversity on the Board.The Board sets measurable objectives to implement the Board Diversity Policy and reviews such objectives from time to time.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED
192、23CORPORATE GOVERNANCE REPORTMeasurable objectivesWhere vacancies exist on the Board,candidates are proposed and put forward to the Nomination Committee for consideration.The recommendations of the Nomination Committee will then be tendered to the Board for approval.In considering the nomination of
193、a new Director,the Nomination Committee will give adequate consideration to the Board Diversity Policy which takes into account professional experience and qualifications,gender,age,cultural and educational background,working experiences,professional ethics and any other factors that the Board might
194、 consider relevant and applicable from time to time towards achieving board diversity.Equality of opportunity in all aspects of the Companys business is much emphasised by the Company and Board appointments will continue to be made on a merit basis.Gender diversityBoard compositionThe Board believes
195、 that gender diversity is a manifestation of board diversity,among all other measurable objectives.For the year ended 31 December 2024,the Board comprises one female director and six male directors.The Company will continue to apply the principle of appointments based on merits with reference to the
196、 Board Diversity Policy as a whole.Under the revised Rule 17.104 of the GEM Listing Rules that came into effect on 1 January 2022,a single gender Board will not be considered by the Stock Exchange to have achieved board diversity.The Company has complied with this new requirement during the year end
197、ed 31 December 2024.The Group recognises the importance of diversity and has a diverse workforce in terms of gender,providing a variety of ideas and levels of competency that contribute to the Groups success.In the hiring process,the Company takes into account a number of measurable factors,includin
198、g but not limited to gender,age,cultural and educational background,ethnicity,professional specialisation,experience,skills,knowledge and other qualifications.Appointment of candidates is solely based on meritocracy,and candidates will be considered against objective criteria,having due regards for
199、the benefits of diversity on the Group.Analysis of workforce of the Group is set out below:36%Gender DistributionMaleFemale64%Overall,the Board considers the recruitment strategy adopted by the Group is effective and adequate.In determining the independence of Directors,the Board follows the require
200、ments as set out in the GEM Listing Rules.WORLD SUPER HOLDINGS LIMITED Annual Report 202424CORPORATE GOVERNANCE REPORTDIRECTORS ATTENDANCE AT BOARD MEETINGS AND GENERAL MEETINGSDuring the year ended 31 December 2024,the Board held ten board meetings and the attendance of each director is set out as
201、follows:Number of Board meetings attended/held Executive DirectorsSOU Peng Kan Albert(Chairman)2/10LAU Lawrence Tak Sun3/10LIN Dongsheng3/10ZHANG Wei9/10CHAN Lok Yin10/10MIAO Yingjuan 0/0Independent Non-executive DirectorsCHIM Tak Lai9/10DU Min 4/10CHEN Jie 4/10During the year ended 31 December 2024
202、,the Company held an annual general meeting(the“AGM”)of the shareholders on 28 June 2024 and except Mr.Sou Peng Kan Albert,all the then Directors attended the AGM either in person or by electronic means.The Company held an extraordinary general meeting(the“2024 EGM”)of the shareholders on 22 Novembe
203、r 2024.Mr.Zhang Wei,Ms.Chan Lok Yin,Mr.Chim Tak Lai and Ms.Chen Jie attended the 2024 EGM either in person or by electronic means.Other then Directors were unable to attend the 2024 EGM due to other business commitment.APPOINTMENT AND RE-ELECTION OF THE DIRECTORSEach of the executive Director has en
204、tered into a service contract with the Company with an initial term of three years,subject to renewal by the Company.The independent non-executive Directors have entered into a service contract with the Company with an initial term of one year,subject to renewal by the Company.By virtue of the artic
205、les of association of the Company,the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition Director but the number of Directors so appointed shall not exceed the maximum number determined from time to t
206、ime by the shareholders in general meeting.Any Director appointed by the Board to fill a casual vacancy on or as an addition to the Board shall hold office until the first general meeting of shareholders after his/her appointment and be subject to re-election at such meeting.Any Director appointed b
207、y the Board as an addition to the existing Board shall hold office only until the next following AGM of the Company and shall then be eligible for re-election.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED25CORPORATE GOVERNANCE REPORTIn accordance with the articles of association of the Company,at
208、each annual general meeting one-third of the Directors for the time being,or,if their number is not three or a multiple of three,then the number nearest to but not less than one-third,shall be subject to retirement by rotation at least once every three years.A retiring Director shall be eligible for
209、 re-election.The Company at the general meeting at which a Director retires may fill the vacated office.Ms.Miao Yingjuan who was appointed as an executive Director on 30 December 2024 as an additional Director,will hold office until the 2025 AGM and,being eligible,will offer herself for re-election
210、at the 2025 AGM in accordance with article 83(3)of the Articles of Association.Ms.MIAO Yingjuan obtained legal advice referred to in rule 5.02D of the GEM Listing Rules on 30 December 2024 and confirmed that she understood her obligations as a director of the Company.Mr.Law Kim Fai who was appointed
211、 as an independent non-executive Director on 21 February 2025 to fill the casual vacancy arising from the resignation of Ms.Chen Jie,will hold office until the 2025 AGM and,being eligible,will offer himself for re-election at the 2025 AGM in accordance with article 83(3)of the Articles of Associatio
212、n.Mr.Ma Kin Ling who was appointed as an executive Director on 12 March 2025 as an additional Director,will hold office until the 2025 AGM and,being eligible,will offer himself for re-election at the 2025 AGM in accordance with article 83(3)of the Articles of Association.In accordance with article 8
213、4(1)of the Articles of Association,Mr.Sou Peng Kan Albert,Mr.Lau Lawrence Tak Sun and Mr.Lin Dongsheng will retire from office by rotation at the 2025 AGM,being eligible,will offer themselves for re-election at the 2025 AGM.INDEPENDENT NON-EXECUTIVE DIRECTORSThe independent non-executive Directors a
214、re persons with relevant academic and professional qualifications.They advise the Company on strategic development,which enables the Board to maintain high standards of compliance with financial and other regulatory requirements.They have brought in a wide range of business and financial expertise,e
215、xperience and independent judgement to the Board.Through active participation in the Board meetings and serving on various Board committees,all independent non-executive Directors will continue to make various contribution to the Company.In compliance with Rules 5.05(1),5.05(2)and 5.05A of the GEM L
216、isting Rules,the Company has three independent non-executive Directors,representing more than one-third of the Board and with at least one of whom having appropriate professional qualifications,or accounting or related financial management expertise.Prior to their respective appointment,each of the
217、independent non-executive Directors has submitted a written statement to the Stock Exchange confirming their independence.The Company has received from each of the independent non-executive Directors an annual confirmation of his/her independence pursuant to Rule 5.09 of the GEM Listing Rules and th
218、e Board considers that all the independent non-executive Directors to be independent and meet the requirements set out in Rule 5.09 of the GEM Listing Rules as at the date of this report.During the year,Mr.Sou had held a meeting with the independent non-executive Directors without the presence of ot
219、her Directors.Following the resignation of Ms.Chen Jie on 19 February 2025,the Company has failed to fulfill:(i)the minimum number of independent non-executive Directors as required under Rule 5.05(1)of the GEM Listing Rules;(ii)at least one independent non-executive Director has appropriate profess
220、ional qualifications or accounting or related financial management expertise as required under Rule 5.05(2)of the GEM Listing Rules;and(iii)the number of independent non-executive Directors representing at least one-third of the Board as required under Rule 5.05A of the GEM Listing Rules.WORLD SUPER
221、 HOLDINGS LIMITED Annual Report 202426CORPORATE GOVERNANCE REPORTThe Company has re-complied with the above requirements after the appointment of Mr.Law Kim Fai on 21 February 2025.Following the appointment of Mr.Ma Kin Ling on 12 March 2025,the Company has failed to fulfill the number of independen
222、t non-executive Directors representing at least one-third of the Board as required under Rule 5.05A of the GEM Listing Rules.The Company is in the process of identifying a suitable candidate for appointment as additional independent non-executive Director to ensure re-compliance with the relevant ru
223、le as soon as possible and in any event within three months from the date of this appointment of Mr.Ma Kin Ling.DIRECTORS PARTICIPATION IN CONTINUOUS PROFESSIONAL TRAININGSDuring the year,the Directors received from the Company from time to time the updates on laws,rules and regulations which might
224、be relevant to their roles,duties and functions as a director of a listed company.All Directors have been updated with the latest developments regarding the GEM Listing Rules and other applicable regulatory requirement to ensure compliance and enhance their awareness of good corporate governance pra
225、ctices.In addition,continuing briefings and professional development to Directors will be arranged whenever necessary.For the year ended 31 December 2024,all Directors participated in continuing professional development regarding their duties and responsibilities as a director of a listed company wh
226、ich included reading materials and/or attending training courses.The Directors received the following training for the year ended 31 December 2024 according to the records provided by Directors:Updates on laws,rules and regulations/management and other professional skills and self-reading Executive
227、DirectorsSOU Peng Kan Albert(Chairman)LAU Lawrence Tak SunLIN DongshengZHANG Wei CHAN Lok Yin MIAO Yingjuan(appointed on 30 December 2024)Independent Non-executive DirectorsCHIM Tak LaiDU Min CHEN Jie AUDIT COMMITTEEThe Company established an Audit Committee pursuant to a resolution of the Directors
228、 passed on 21 June 2019.Written terms of reference in compliance with the CG Code as set out in Appendix C1 to the GEM Listing Rules has been adopted.The primary duties of our Audit Committee are(i)to review and monitor the independent and objective role of the external auditor to our Company;(ii)to
229、 make recommendations to our Board on the appointment and removal of the external auditor;(iii)to review the financial statement and material advice in respect of financial reporting process of our Group;(iv)oversee the risk management and internal control systems of our Group;and(v)to monitor any c
230、ontinuing connected transactions.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED27CORPORATE GOVERNANCE REPORTThe Audit Committee currently consists of all three independent non-executive Directors,Mr.Chim Tak Lai,Ms.Du Min and Mr.Law Kim Fai.Mr.Law Kim Fai is the chairman of the Audit Committee.Foll
231、owing the resignation of Ms.Chen Jie on 19 February 2025,the Company has failed to fulfill the minimum number of members of the audit committee of the Board and the chairman of which must be an independent non-executive Director as required under Rule 5.28 of the GEM Listing Rules.The Company has re
232、-complied with the above requirements after the appointment of Mr.Law Kim Fai on 21 February 2025.Save as the above,during the year ended 31 December 2024 and up to the date of this report,the Company has complied with the required standards as set out in Rule 5.28 of the GEM Listing Rules.The Audit
233、 Committee has reviewed with the management the accounting standards and practices adopted by the Group,and discussing auditing,internal control,risk management,the effectiveness of the internal audit function and financial reporting matters including the review of annual results and financial state
234、ments during the year.During the year ended 31 December 2024,the Audit Committee reviewed with the management or the auditors of the Company,among other things,(i)the audit findings;(ii)the accounting principles and practices adopted by the Company;(iii)financial reporting matters(including quarterl
235、y,half-yearly and annual results);and recommended to the Board the re-appointment of the external auditor at the annual general meeting of the Company.The audited consolidated results of the Group for the year ended 31 December 2023 have been reviewed by the Audit Committee.Two Audit Committee meeti
236、ngs were held during the year ended 31 December 2024.The attendance was as follows:Number of meetings attended/held CHEN Jie(Chairman)2/2CHIM Tak Lai2/2DU Min 2/2REMUNERATION COMMITTEEThe Company established a Remuneration Committee pursuant to a resolution of the Directors passed on 21 June 2019.Wr
237、itten terms of reference in compliance with the CG Code as set out in Appendix C1 to the GEM Listing Rules has been adopted.Such terms of reference were amended on 6 February 2023.The primary duties of our Remuneration Committee include but are not limited to(i)the formulation and the recommendation
238、 to the Board on our Companys policies and structures for the remuneration of all of our Directors and senior management of our Company;(ii)the establishment of a formal and transparent procedure for developing policy on remuneration;(iii)make recommendations to the Board on remuneration packages of
239、 all Directors and senior management in the manner specified in the terms of reference;(iv)review and approval of performance based remuneration;and(v)review and recommendation to our shareholders as to the fairness and reasonableness of the terms of any Directors service agreement which is subject
240、to the prior approval of our shareholders in any general meeting pursuant to the GEM Listing Rules.The Remuneration Committee consists of three executive Directors,Mr.Sou Peng Kan Albert,Mr.Zhang Wei and Mr.Ma Kin Ling,and three independent non-executive Directors,Mr.Chim Tak Lai,Ms.Du Min and Mr.La
241、w Kim Fai.Mr.Chim Tak Lai is the chairman of the Remuneration Committee.Following the appointment of Mr.Ma Kin Ling on 12 March 2025,the Company has failed to fulfill the Remuneration Committee comprising a majority of the independent non-executive Directors as required under Rule 5.34 of the GEM Li
242、sting Rules.The Company is in the process of identifying a suitable candidate for appointment as additional independent non-executive Director to ensure re-compliance with the relevant rule as soon as possible and in any event within three months from the date of this appointment of Mr.Ma Kin Ling.S
243、ave as the above,during the year ended 31 December 2024 and up to the date of this report,the Company has complied with the required standards as set out in Rule 5.34 of the GEM Listing Rules.WORLD SUPER HOLDINGS LIMITED Annual Report 202428CORPORATE GOVERNANCE REPORTDuring the year ended 31 Decembe
244、r 2024,two Remuneration Committee meetings were held which,amongst other matters,made recommendations to the Board on the remuneration packages to Director and senior management,assessed performance of executive Directors and approved the terms of executive Directors service contracts.The attendance
245、 was as follow:Number of meetings attended/held CHIM Tak Lai(Chairman)2/2SOU Peng Kan Albert 0/2ZHANG Wei 2/2DU Min 1/2CHEN Jie 1/2During the year ended 31 December 2024,the Remuneration Committee(i)considered and reviewed,among other things,the existing terms of appointment of the Directors,which w
246、ere considered fair and reasonable,as well as the policy for the remuneration of executive Directors;(ii)assessed performance of executive Directors.The Remuneration Committee has also recommended the remuneration packages of individual executive Directors and senior management to the Board.During t
247、he year ended 31 December 2024,as there were no share option granted under the Share Option Scheme(as disclosed in the Report of the Directors),no material matters relating to the Share Option Scheme under Chapter 23 of the GEM Listing Rules were required to be reviewed or approved by the Remunerati
248、on Committee.NOMINATION COMMITTEEThe Company established a Nomination Committee on 21 June 2019 with written terms of reference in compliance with CG Code as set out in Appendix C1 to the GEM Listing Rules.The primary duties of our Nomination Committee are(i)to review the structure,size and composit
249、ion of our Board on a regular basis;(ii)to identify individuals suitably qualified to become Board members;(iii)to assess the independence of independent non-executive Directors;(iv)to make recommendations to our Board on relevant matters relating to appointment or re-appointment of Directors;and(v)
250、to make recommendations to our Board regarding candidates to fill vacancies on the Board.The Nomination Committee currently consists of three executive Directors,Mr.Sou Peng Kan Albert,Mr.Lin Dongsheng and Mr.Ma Kin Ling,and three independent non-executive Directors,Mr.Chim Tak Lai,Ms.Du Min and Mr.
251、Law Kim Fai.Mr.Sou Peng Kan Albert is the chairman of the Nomination Committee.Following the appointment of Mr.Ma Kin Ling on 12 March 2025,the Company has failed to fulfill the Nomination Committee comprising a majority of the independent non-executive Directors as required under Rule 5.36 of the G
252、EM Listing Rules.The Company is in the process of identifying a suitable candidate for appointment as additional independent non-executive Director to ensure re-compliance with the relevant rule as soon as possible and in any event within three months from the date of this appointment of Mr.Ma Kin L
253、ing.Save as the above,during the year ended 31 December 2024 and up to the date of this report,save as the Company has complied with the required standards as set out in Rule 5.36A of the GEM Listing Rules.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED29CORPORATE GOVERNANCE REPORTDuring the year en
254、ded 31 December 2024,two Nomination Committee meetings were held which,amongst other matters,identified and nominated the appropriate candidate to fill casual vacancies of the Directors for the Boards approval;reviewed the structure,size and diversity of the Board,assessed the independence of indepe
255、ndent non-executive Directors and recommended to the Board for consideration the re-appointment of the retiring Directors.The attendance was as follows.Number of meetings attended/held SOU Peng Kan Albert(Chairman)0/2LIN Dongsheng1/2CHIM Tak Lai2/2DU Min 1/2CHEN Jie 1/2Nomination policyThe company s
256、ecretary of the Company shall call a meeting of the Nomination Committee,and invite nominations of candidates from the Board members for consideration by the Nomination Committee.The Nomination Committee may also put forward candidates who are not nominated by the Board members.The factors which wou
257、ld be used as reference by the Nomination Committee in assessing the suitability of a proposed candidate for a director include,inter alia,integrity,professional qualifications,skills,knowledge and experience that are relevant to the Companys business and corporate strategy,willingness to devote ade
258、quate time to discharge duties as a Board member,diversity of the Board,and such other perspectives appropriate to the Groups business.The Nomination Committee shall make recommendations for the Boards consideration and approval.During the Year,the Nomination and Corporate Governance Committee(i)con
259、sidered and reviewed the Nomination Policy,the Board Diversity Policy,the Companys policies and practices on corporate governance,the process and criteria to select and recommend candidates for directorship;and(ii)recommended the Board to approve the proposed sequence for re-election of retiring Dir
260、ectors in the annual general meeting of the Company.The Nomination and Corporate Governance Committee considers that the Nomination Policy,the Board Diversity Policy and the existing policies and practices of corporate governance of the Company are suitable.A brief summary of the Board Diversity can
261、 be found in the paragraph headed“Board Diversity Policy”of this report.INDEPENDENCE VIEWS TO THE BOARDThe Board recognises Boards independence is critical to good corporate governance.The Company has put in place the mechanisms to ensure a strong independence element on the Board,which are summaris
262、ed below:(i)Independence assessmentThe Nomination Committee shall strictly adhere to the nomination policy and the independence assessment criteria as set out in the GEM Listing Rules with regard to the nomination and appointment of independent non-executive Directors.Each independent non-executive
263、Director is also required to inform the Company as soon as practicable if there is any change in his own personal particulars that may materially affect his independence.The Nomination Committee is mandated to assess annually the independence of all independent non-executive Directors by reference t
264、o the independence criteria as set out in the GEM Listing Rules to ensure that they can continually exercise independent judgement.WORLD SUPER HOLDINGS LIMITED Annual Report 202430CORPORATE GOVERNANCE REPORT(ii)Board compositionThe Board endeavours to ensure the appointment of at least three indepen
265、dent non-executive Directors and at least one-third of the Board members being independent non-executive Directors(or such higher threshold as may be required by the GEM Listing Rules from time to time).Apart from complying with the requirements prescribed by the GEM Listing Rules as to the composit
266、ion of certain Board committees,independent non-executive Directors will be appointed to other Board committees as far as practicable to ensure independent views are available.(iii)Decision makingAll Directors(including independent non-executive Directors)are entitled to seek further information and
267、 documentation from the management on the matters to be discussed at board meetings.They can also seek assistance from the Companys company secretary and,where necessary,independent advice from external professional advisers at the Companys expense.All Directors(including independent non-executive D
268、irectors)shall not vote or be counted in the quorum on any board resolution approving any contract or arrangement in which such Director or any of his close associates has a material interest.The Board had made an annual review on the implementation of the abovementioned mechanisms and was of the vi
269、ew that the abovementioned mechanisms had been satisfactorily implemented.CORPORATE GOVERNANCE FUNCTIONSThe Board is responsible for performing the corporate governance functions as set out in code provision A.2.1 of the CG Code,which include(i)developing and reviewing the Companys policies and prac
270、tices on corporate governance;(ii)reviewing and monitoring the training and continuing professional development of the Directors and senior management;(iii)reviewing and monitoring the Companys policies and practices on compliance with legal and regulatory requirements;(iv)developing,reviewing and m
271、onitoring the code of conduct and compliance manual(if any)applicable to employees and the Directors;and(v)reviewing the Companys compliance with the CG Code and disclosure in this report.FINANCIAL REPORTINGThe Directors acknowledge their responsibility for preparing the accounts of the Company.The
272、Directors have prepared the financial statements of the Company on a going-concern basis.The responsibilities of the external auditors regarding their financial reporting are set out in the independent auditors report contained in this annual report for the year ended 31 December 2024.Annual Report
273、2024 WORLD SUPER HOLDINGS LIMITED31CORPORATE GOVERNANCE REPORTThe Directors are responsible for overseeing all financial aspects of the Company and for keeping proper accounting records and preparing financial statements of each financial period,which give a true and fair view of the state of affair
274、s of the Group and of the results and cash flow for that period.In preparing the financial statements for the Year,the Directors have:approved the adoption of all applicable Hong Kong Financial Reporting Standards which are issued by the Hong Kong Institute of Certified Public Accountants;selected a
275、nd applied consistently appropriate accounting policies;made judgments and estimates that are prudent and reasonable;and prepared the accounts on a going concern basis.The Directors,having made appropriate enquiries,consider that it is appropriate to adopt the going concern basis in preparing the fi
276、nancial statements.We draw attention to note 1 to the consolidated financial statements,which indicates that the Group incurred a loss of HK$28,695,979 for the year ended 31 December 2024,and as at 31 December 2024,the Group had net current liabilities of HK$4,439,524.REMUNERATION OF SENIOR MANAGEME
277、NTPursuant to Code Provision E.1.5,the remuneration of the member(s)of senior management of the Group(excluding the Directors)for the year ended 31 December 2024 by band is as follows:Remuneration bandsNumber of individual(s)HK$0 to HK$1,000,000(including Chairman)1REMUNERATION POLICY OF THE DIRECTO
278、RSQuality and committed staff are valuable assets contributing to the Groups success.To ensure the ability to attract and retain talents,the Groups remuneration policy of the Directors is built upon the principles of providing equitable and market-competitive remuneration package that support the pe
279、rformance culture and enable the achievement of strategic business goals.The Groups remuneration policy of Directors is,therefore,aiming at providing competitive but not excessive remuneration package to the Directors.Details of the Directors remuneration are set out in note 11 to the consolidated f
280、inancial statements.WORLD SUPER HOLDINGS LIMITED Annual Report 202432CORPORATE GOVERNANCE REPORTINVESTOR RELATIONSThe Company believes that maintaining a high level of transparency is a key to enhance investor relations.It is committed to a policy of open and timely disclosure of corporate informati
281、on to its shareholders and investment public.The Company updates its shareholders on its latest business developments and financial performance through its quarterly,interim and annual reports.The corporate website of the Company()has provided an effective communication platform to the public and th
282、e shareholders.AUDITORS REMUNERATIONThe audit work of the Group for the year ended 31 December 2024 was performed by the Companys external auditor,McMillan Woods(Hong Kong)CPA Limited(“McMillan Woods”).The amount of fees charged by the auditor generally depends on the scope and volume of the auditor
283、s work.The total fee paid/payable in respect of the statutory audit and non-audit services provided by McMillan Woods is set out in the following table:Fee paid/payable20242023HK$000HK$000 Audit services7501,300Audit services,under-provision of prior year300Non-audit services review of interim finan
284、cial information of the Group7070 1,1201,370 RISK MANAGEMENT AND INTERNAL CONTROLThe Board has responsibility for maintaining appropriate and effective risk management and internal control systems of the Group.The Board has delegated responsibility to the Audit Committee to review the Groups risk ma
285、nagement and internal control matters annually.The risk management and internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives,and can only provide reasonable and not absolute assurance against material misstatement or loss.Under the e
286、nterprise risk management framework,policies and procedures are in place to identify,assess,manage,control and report risks.Such risks include strategic,operational(administrative system,project and lease management,contract and construction management,information technology security),market,reporti
287、ng and compliance risks.Exposure to these risks is continuously monitored by the Board through the Audit Committee.The internal control system includes a defined management structure with specified limits of authority.The Board has clearly defined the authorities and key responsibilities of each div
288、ision to ensure adequate checks and balances.The internal control system has been designed to safeguard the Groups assets against unauthorised use or disposition,to ensure the maintenance of proper accounting records for producing reliable financial information,and to ensure compliance with applicab
289、le laws,regulations and industry standard.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED33CORPORATE GOVERNANCE REPORTFor the year ended 31 December 2024,the Group did not have an internal audit function.The Board currently takes the view that there is no immediate need to set up an internal audit f
290、unction in light of the size,nature and complexity of the Groups business.The need for an internal audit function will be reviewed from time to time.The Company has engaged an external independent internal control consultant to review the Groups risk management and internal control systems on annual
291、 basis.The Audit Committee reviewed the internal control review report issued by the external independent consultant on the Companys risk management and internal control systems of the Group covering all material controls,including financial,operational and compliance controls functions in respect o
292、f the year ended 31 December 2024 and considered that they are effective and adequate.The Board assessed the effectiveness of internal control systems by considering the internal control review report and reviews performed by the Audit Committee and concurred with them.After the review on the risk m
293、anagement and internal control systems,the management provided an action plan so as to mitigate those identified deficiencies in a timely manner.All internal control findings would be followed up closely to ensure that the action plan is implemented accordingly.DISCLOSURE OF INSIDER INFORMATIONThe G
294、roup acknowledges its responsibilities under the Securities and Futures Ordinance(Chapter 571 of the laws of Hong Kong)and the GEM Listing Rules and the overriding principle that inside information should be announced promptly when it is the subject of a discussion.The procedures and internal contro
295、ls for the handling and dissemination of inside information are as follows:the Group conducts its affairs with close regard to the disclosure requirements under the GEM Listing Rules as well as the“Guidelines on Disclosure of Inside Information”published by the Securities and Futures Commission of H
296、ong Kong in June 2012;the Group has implemented and disclosed its policy on fair disclosure by pursuing broad,non-exclusive distribution of information to the public through channels such as financial reporting,public announcements and the Companys website;the Group has strictly prohibited unauthori
297、sed use of confidential or inside information;and the Group has established and implemented procedures for responding to external enquiries about the Groups affairs,so that only the executive Directors and the company secretary are authorised to communicate with parties outside the Group.COMPANY SEC
298、RETARYAll Directors have access to the advice and services of the company secretary.The company secretary reports to the Chairman on Board governance matters,and is responsible for ensuring that Board procedures are followed and for facilitating communications among Directors as well as with shareho
299、lders and management.Mr.Mak Wai Kit ceased as a Company Secretary with effect from 30 June 2023 and Ms.Chan Lok Yin(“Ms.Chan”)has been appointed the company secretary of the Company on 30 June 2023 pursuant to Rule 5.14 of the GEM Listing Rules.Ms.Chan is a member of The Hong Kong Institute of Certi
300、fied Public Accountants and an associate of The Chartered Governance Institute.For details of Ms.Chans biography,please refer to the section under“Biographical Details of Directors and Senior Management”.During the year,Ms.Chan undertook over 15 hours professional training to update her skill and kn
301、owledge pursuant to Rule 5.15 of the GEM Listing Rules.WORLD SUPER HOLDINGS LIMITED Annual Report 202434CORPORATE GOVERNANCE REPORTSHAREHOLDERS RIGHTSThe general meetings of the Group provide an opportunity for communication between the shareholders and the Board.An annual general meeting of the Com
302、pany shall be held in each year and at the place as may be determined by the Board.Each general meeting,other than an annual general meeting,shall be called an extraordinary general meeting(“EGM”).Right to convene an extraordinary general meetingAny one or more member(s)holding at the date of the de
303、posit of the requisition not less than one tenth of the paid-up capital of the Company carrying the right of voting at general meetings of the Company,shall at all times have the right,by written requisition sent to the Companys principal office as set out in the manner below,to require an EGM to be
304、 called by the Board for the transaction of any business specified in such requisition;and such meeting shall be held within two months after the deposit of such requisition.The written requisition must state the purposes of the meeting,signed by the requisitionist(s)and deposit it to the Board or t
305、he company secretary of the Company at the Companys principal place of business at Unit 3403,34/F.,AIA Tower,183 Electric Road,North Point,Hong Kong,and such may consist of several documents in like form,each signed by one or more requisitionist(s).The request will be verified with the Companys bran
306、ch share registrar in Hong Kong and upon their confirmation that the request is proper and in order,the company secretary of the Company will ask the Board to convene an EGM by serving sufficient notice in accordance with the statutory requirements to all the registered members.On the contrary,if th
307、e request has been verified not in order,the shareholders will be advised of this outcome accordingly,and an EGM will not be convened as requested.If within 21 days from the date of the deposit of the requisition the Board fails to proceed to convene such meeting,the requisitionist(s)may convene a m
308、eeting in the same manner,and all reasonable expenses incurred by the requisitionist(s)as of the failure of the Board shall be reimbursed by the Group to the requisitionist(s).The notice period to be given to all the registered members for consideration of the proposal raised by the requisitionist(s
309、)concerned at the EGM varies according to the nature of the proposal,as follows:(a)At least 14 clear days notice in writing(and not less than 10 clear business days)if the proposal constitutes an ordinary resolution;or(b)At least 21 clear days notice in writing(and not less than 10 clear business da
310、ys)if the proposal constitutes a special resolution.Right to put enquiries to the BoardShareholders have the right to put enquiries to the Board.All enquiries shall be in writing and sent by post to the principal place of business of the Company in Hong Kong for the attention of the company secretar
311、y.Annual Report 2024 WORLD SUPER HOLDINGS LIMITED35CORPORATE GOVERNANCE REPORTRight to put forward proposals at general meetingsThere are no provisions allowing shareholders to propose new resolutions at the general meetings under the Cayman Islands Companies Act,Chapter 22(as revised).However,share
312、holders are requested to follow Article 58 of the Companys Articles of Association for including a resolution at an EGM.The requirements and procedures are set out above.Pursuant to Article 85 of the Companys Articles of Association,no person other than a director retiring at the meeting shall,unles
313、s recommended by the Directors for election,be eligible for election as a director at any general meeting unless a notice signed by a member(other than the person to be proposed)duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person fo
314、r election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the registration office provided that the minimum length of the period,during which such notice(s)are given,shall be at least seven(7)days and that(if the
315、 notices are submitted after the despatch of the notice of the general meeting appointed for such election)the period for lodgment of such notice(s)shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven(7)days prior t
316、o the date of such general meeting.The written notice must state that persons biographical details as required by Rule 17.50(2)of the GEM Listing Rules.The procedures for shareholders of the Company to propose a person for election as director is posted on the Companys website.INVESTOR RELATIONSThe
317、Group has established a range of communication channels between itself and its shareholders with the objective of ensuring that the shareholders will have equal and timely access to information about the Company in order to enable the shareholder to exercise their rights in an informed manner and al
318、low them to engage actively with the Company.All corporate communication materials published on the website of the Stock Exchange(www.hkexnews.hk)are posted on the Companys website()as soon as practicable after their release.The Companys constitutional documents are also available on the Companys we
319、bsite.Information on the website shall be updated on a regular basis.Share registration matters shall be handled for the shareholders by the Companys share registrar,Computershare Hong Kong Investor Services Limited at 46/F.,Hopewell Centre,183 Queens Road East,Wan Chai,Hong Kong.The Company has rev
320、iewed the implementation and effectiveness of the shareholder communication policy during the year and conclude that it is effective.CONSTITUTIONAL DOCUMENTSAs disclosed in the announcement of the Company dated 31 March 2023 and the circular of the Company dated 31 March 2023,a special resolution wa
321、s proposed at the annual general meeting of the Company convened and held on 18 May 2023 to approve,among others,the proposed amendments to the articles of association of the Company,in order to,among others,(i)bringing the articles of association in line with the amendments made to the GEM Listing
322、Rules effective from 1 January 2022 and the applicable law in the Cayman Islands;(ii)incorporating amendments and provisions to allow and facilitate hybrid and electronic meetings;and(iii)making certain minor house-keeping amendments to the articles of association for the purpose of clarifying exist
323、ing practice and making consequential amendments in line with the aforesaid proposed amendments.The second amended and restated articles of association of the Company was approved and adopted on 18 May 2023 and effective on the same date,the latest version of which is available on the websites of th
324、e Company and the Stock Exchange.During the year ended 31 December 2024,there has been no change in the constitutional documents.WORLD SUPER HOLDINGS LIMITED Annual Report 202436REPORT OF THE DIRECTORSThe Directors hereby present their annual report and the audited consolidated financial statements
325、for the year ended 31 December 2024.GROUP REORGANISATIONThe Company was incorporated and registered as an exempted company with limited liability in the Cayman Islands on 26 February 2016.Through a group reorganisation as fully explained in the Prospectus,the Company has since 31 May 2016 become the
326、 holding company of the Group.The Company has completed its initial public offering and the shares of the Company were listed on the Stock Exchange on 12 July 2019.PRINCIPAL ACTIVITIESThe principal activity of the Company is investment holding and those of the principal subsidiaries of the Company a
327、re set out in note 35 to the consolidated financial statements.BUSINESS REVIEWA review of the business of the Group during the year and a discussion on the Groups future business development and possible risks and uncertainties facing the Group are set out in the section headed“Chairmans Statement”a
328、s well as the“Management Discussion and Analysis”of this annual report,respectively.An analysis of the Groups performance during the year using financial key performance indicators is set out in the section headed“Management Discussion and Analysis”of this report.To the best knowledge and belief of
329、the Directors,the Groups operation in Hong Kong and Macau has complied with the applicable laws and regulations in all material respects for the year ended 31 December 2024 to the date of this report.ENVIRONMENTAL PROTECTIONFor the year ended 31 December 2024,the Groups business operation made conti
330、nuous effort on minimizing damage to the environment and ensuring employee wellbeing.No non-compliance in relation to environmental and social aspect was recorded.Engagement with stakeholders has resulted in raised concerns on key material issues,which include(i)greenhouse gas emissions,(ii)energy c
331、onsumption,(iii)local community engagement,(iv)community investment,(v)talent attraction and retention and(vi)economic value generated.These aspects had already been managed by the Group and the Group will continue to keep close communication with its stakeholders for advancing its environmental,soc
332、ial and governance management.Discussion on the Groups environmental policies and performance,relationships with its key stakeholders and compliance with relevant laws and regulations which have a significant impact on the Group will be provided in the Environmental,Social and Governance Report of t
333、his annual report.RESULTS AND APPROPRIATIONSThe results of the Group for the year ended 31 December 2024 and the state of affairs of the Group as at 31 December 2024 are set out in the consolidated financial statements on pages 58 and 59 to 60 of this annual report respectively.The Board does not recommend the payment of final dividend for the year ended 31 December 2024.SUMMARY OF FINANCIAL INFOR
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研报
新质生产力
DeepSeek
低空经济
大模型
AI Agent
AI Infra
具身智能
自动驾驶
宠物
银发经济
人形机器人
企业出海
算力
微短剧
薪酬
白皮书
创新药
人工智能
AI产业
信息科技
互联网
消费经济
汽车交通
电商零售
传媒娱乐
医药健康
投资金融
能源环境
地产建筑
传统产业
英文报告
其它
最新报告
中英对照
全文搜索
报告精选
PDF上传翻译
多格式文档互转
入驻&报告售卖
会员权益
机构报告
券商研报
财报库
专题合集
英文报告
数据图表
会议报告
其他资源
行业聚焦
芯片产业
热点概念
全球咨询智库
人工智能
500强
新质生产力
会议峰会
新能源汽车
企业年报
互联网
公司研究
行业综观
消费教育
科技通信
医药健康
人力资源
投资金融
汽车产业
物流地产
电子商务
传统产业
传媒营销
其它
2025低空经济/低空产业报告合集（共50套打包）
2025全球前沿技术/科技趋势报告（共38套打包）
AI、科技与通信
广告、传媒与营销
消费、零售与支付
HR、文化与旅游
金融、保险与投资
能源、环境与工业
医疗制药与大健康
物流、地产与建筑
其他行业
AI ▪ 科技 ▪ 通信
数字化
金融财经
智能制造
电商传媒
地产建筑
医疗医学
能源化工
其他行业
收藏
下载
2025-06-09
AI查数
行业数据
政策法规
商业模式
产业链
竞争格局
市场规模
产业概述
其它
2025年
AI读财报
年报
一季报
半年报
三季报
IPO招股书
社会责任报告
A股
IPO申报
港股
美股&全球
新三板
扫码登录
手机快捷登录
账号登录
