Annual Results Announcement For The Year Ended 31 March 2024

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited

take no responsibility for the contents of this announcement, make no representation as to


its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.

ANNUAL RESULTS ANNOUNCEMENT


FOR THE YEAR ENDED 31 MARCH 2024

HIGHLIGHTS

• Revenue reached HK$15.3 billion, a 28.0% increase compared to the same period last
year, mainly benefitted from the low base effect as well as the full reopening of borders
amongst Hong Kong SAR, China1, Macau SAR, China2 and Mainland China3, with the
recovery of the retailing business in Hong Kong and Macau as the growth engine of the
Group

• The Group’s retailing revenue surged by 45.3% to HK$12.75 billion, accounting for
83.2% of the Group’s total revenue, primarily driven by the sales of gold products

• Operating expenses to revenue ratio improved by 0.6 p.p. to 15.0%. Together with a
one-off remeasurement gain from the acquisition of Hong Kong Resources Holdings
Company Limited4 of around HK$187 million, operating profit increased by 34.2% to
HK$2.12 billion

• Profit attributable to equity holders increased by 37.6% to HK$1.77 billion, the second
highest annual performance in the Group’s history

• Proposed final dividend of HK$0.64 per share, with annual dividend of HK$1.41 per
share and dividend payout ratio of 47%

1 Hong Kong SAR, China: Hereafter refers to as “Hong Kong”


2 Macau SAR, China: Hereafter refers to as “Macau”
3 Mainland China: Hereafter refers to as “Mainland”
4 Hong Kong Resources Holdings Company Limited (Stock Code: 2882): Hereafter refers to as “HKRH”, which
conducts jewellery retail and franchise businesses under the brand name of “3DG Jewellery” in Hong Kong, Macau
and Mainland. After the Group completed the sale and purchase agreement to acquire 50.4% shares in HKRH on 12
January 2024, HKRH became a subsidiary of the Group, and its financial results since the date of completion of the
acquisition have been consolidated into the Group’s accounts.

– 1–
FINANCIAL PERFORMANCE

2024 2023 Y-o-Y


HK$ ’000 HK$’000 Changes

Revenue 15,325,962 11,977,844 +28.0%


Gross Profit 4,174,339 3,230,397 +29.2%
Operating Profit 2,115,623 1,576,175 +34.2%
Profit for the year 1,757,838 1,284,727 +36.8%
Profit Attributable to Equity Holders 1,767,305 1,284,757 +37.6%

Basic Earnings per Share HK$3.01 HK$2.19 +37.4%


Final Dividend per Share HK$0.64 HK$0.55 +16.4%
Annual Dividend per Share HK$1.41 HK$1.10 +28.2%

Gross Margin 27.2% 27.0% +0.2 p.p.


Operating Margin 13.8% 13.2% +0.6 p.p.
Net Margin 11.5% 10.7% +0.8 p.p.
Total Operating Expenses to Revenue Ratio 15.0% 15.6% -0.6 p.p.
Effective Tax Rate 15.7% 17.9% -2.2 p.p.

EBITDA* 2,601,297 1,959,142 +32.8%


Adjusted EBITDA** 2,254,111 1,670,518 +34.9%
*
Represents a non-HKFRS financial measure

**
Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortisation without depreciation of
right-of-use assets

– 2–
The board of directors (the “Board”) of Luk Fook Holdings (International) Limited (the
“ Company ” ) hereby presents the consolidated annual results of the Company and its
subsidiaries (collectively referred to as the “Group”) for the year ended 31 March 2024
(“FY2024” or the “Year under review”) together with the comparative figures as follows:

CONSOLIDATED INCOME STATEMENT


For the year ended 31 March 2024

2024 2023
Note HK$ ’000 HK$ ’000

Revenue 3 15,325,962 11,977,844


Cost of sales 4 (11,151,623) (8,747,447)

Gross profit 4,174,339 3,230,397


Other income 5 197,181 228,859
Other gains/(losses), net 6 92,206 (17,398)
Selling and distribution costs (2,043,459) (1,653,445)
Administrative expenses (254,107) (214,070)
Net (provision for)/reversal of impairment losses on
financial assets and financial guarantee (50,537) 1,832

Operating profit 4 2,115,623 1,576,175

Finance income 28,977 33,125


Finance costs (59,596) (20,763)

Finance (costs)/income, net (30,619) 12,362

Share of results of an associate 10 – (23,146)

Profit before income tax 2,085,004 1,565,391


Income tax expenses 7 (327,166) (280,664)

Profit for the year 1,757,838 1,284,727

Profit attributable to:


Equity holders of the Company 1,767,305 1,284,757
Non-controlling interests (9,467) (30)

1,757,838 1,284,727

Earnings per share for profit attributable to equity


holders of the Company during the year

Basic and diluted 8 HK$3.01 HK$2.19

– 3–
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2024

2024 2023
Note HK$ ’000 HK$ ’000

Profit for the year 1,757,838 1,284,727

Other comprehensive (loss)/income:

Items that may be reclassified to profit or loss


Exchange differences on translation of
foreign operations (383,138) (502,167)

Items that will not be reclassified to profit or loss


Revaluation of financial assets at fair value through
other comprehensive income 655 423
Remeasurements of employee benefit obligations 3,487 5,249

Other comprehensive loss for the year, net of tax (378,996) (496,495)

Total comprehensive income for the year 1,378,842 788,232

Attributable to:
– Equity holders of the Company 1,389,358 788,262
– Non-controlling interests (10,516) (30)

Total comprehensive income for the year 1,378,842 788,232

– 4–
CONSOLIDATED BALANCE SHEET
As at 31 March 2024

As at 31 March
2024 2023
Note HK$ ’000 HK$ ’000

ASSETS
Non-current assets
Property, plant and equipment 1,176,194 918,560
Investment properties 925,726 1,127,727
Right-of-use assets 1,346,143 670,058
Goodwill 277,674 –
Intangible assets 537,241 –
Interests in an associate 10 – –
Financial assets at fair value through other
comprehensive income – 788
Trading licence 1,080 1,080
Deposits, prepayments and other receivables 103,050 90,724
Deferred income tax assets 154,648 146,666

4,521,756 2,955,603

Current assets
Inventories 9,567,062 8,852,611
Right of return assets 105,194 98,878
Trade receivables 11 265,773 213,823
Deposits, prepayments and other receivables 366,595 440,212
Amount due from an associate 10 – 4
Income tax recoverable 29,465 19,724
Cash and bank balances 1,998,219 2,347,651

12,332,308 11,972,903

Total assets 16,854,064 14,928,506

– 5–
As at 31 March
2024 2023
Note HK$ ’000 HK$ ’000

EQUITY
Capital and reserves attributable to the equity
holders of the Company
Share capital 58,710 58,710
Share premium 2,494,040 2,494,040
Reserves 10,338,110 9,668,690

12,890,860 12,221,440
Non-controlling interests (26,962) (498)

Total equity 12,863,898 12,220,942

LIABILITIES
Non-current liabilities
Deferred income tax liabilities 119,789 59,656
Lease liabilities 319,420 147,605
Employee benefit obligations 34,148 33,872

473,357 241,133

Current liabilities
Trade payables, other payables and accruals 12 1,226,814 1,235,102
Financial guarantee contracts – 36,831
Contract liabilities 188,264 162,962
Derivative financial instrument 8 –
Lease liabilities 287,697 172,462
Sales refund liabilities 214,374 193,516
Bank borrowings 362,000 115,020
Gold loans 1,065,805 425,114
Current income tax liabilities 171,847 125,424

3,516,809 2,466,431

Total liabilities 3,990,166 2,707,564

Total equity and liabilities 16,854,064 14,928,506

– 6–
NOTES:

1 GENERAL INFORMATION

Luk Fook Holdings (International) Limited (the “Company”) was incorporated in Bermuda on 3 September
1996 as a company with limited liability under the Companies Act of Bermuda. The address of its registered
office is Victoria Place, 5th Floor 31 Victoria Street, Hamilton HM10, Bermuda.

The Company and its subsidiaries (together, the “Group”) are principally engaged in the sourcing,
designing, wholesaling, trademark licensing and retailing of a variety of gold and platinum jewellery, and
gem-set jewellery.

The Company’s shares were listed on the main board of The Stock Exchange of Hong Kong Limited (the
“Stock Exchange”) on 6 May 1997.

2 BASIS OF PREPARATION

The consolidated financial statements of the Company have been prepared in accordance with Hong Kong
Financial Reporting Standards (“HKFRSs”) and the disclosure requirements of Hong Kong Companies
Ordinance Cap.622. The consolidated financial statements have been prepared under the historical cost
convention except for certain financial assets at fair value through profit or loss (including derivative
financial instruments), financial assets at fair value through other comprehensive income, and gold loans
which are measured at fair value.

The preparation of consolidated financial statements in conformity with HKFRSs requires the use of certain
critical accounting estimates. It also requires management to exercise its judgement in the process of
applying the Group’s accounting policies.

(a) New and amended standards adopted by the Group

The Group has applied the following new and amended standards that are effective for the first time
for the financial year beginning 1 April 2023:

HKFRS 17 Insurance Contracts and the related Amendments


HKAS 1 and HKFRS Practice Statement 2 Disclosure of Accounting Policies
(Amendments)
HKAS 8 (Amendments) Definition of Accounting Estimates
HKAS 12 (Amendments) Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
HKAS 12 (Amendments) International Tax Reform – Pillar Two Model Rules
(Amendments)

The adoption of new and amended standards did not have any significant impact on the preparation of
the consolidated financial statements of the Group.

– 7–
(b) Amended standards and interpretation not yet adopted by the Group

Certain amendments to existing standards and interpretation have been issued but are not yet effective
for the financial year beginning 1 April 2023 and have not been early adopted:

HKAS 1 (Amendments) Classification of Liabilities as Current or Non-


current (1)
HKAS 1 (Amendments) Non-current Liabilities with Covenants (1)
HKAS 7 and HKFRS 7 (Amendments) Supplier Finance Arrangements (1)
HKFRS 16 (Amendments) Lease Liabilities in a Sale and Leaseback (1)
HK-Interpretation 5 (Revised) Presentation of Financial Statements – Classification
by the Borrower of a Term Loan that Contains a
Repayment on Demand Clause (1)
HKAS 21 (Amendments) Lack of Exchangeability (2)
HKFRS 10 and HKAS 28 (Amendments) Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture (3)

(1) Effective for annual period beginning on or after 1 January 2024


(2) Effective for annual period beginning on or after 1 January 2025
(3) To be announced by HKICPA

The directors of the Group will adopt the above amendments to existing standards and interpretation
when they become effective. The directors of the Group are in the process of assessing the financial
impact of the adoption of the above amendments to existing standards and interpretation, none of
which is expected to have a significant effect on the consolidated financial statements of the Group in
the current or future reporting periods and on foreseeable future transactions.

3 SEGMENT INFORMATION

The executive directors and senior management collectively are identified as the chief operating decision-
maker (“CODM”). The CODM reviews the Group’s internal reporting in order to assess performance and
allocate resources. The operating segments are reported in accordance with the internal reporting reviewed
by the CODM.

CODM considers the business by nature of business activities and assesses the performance of the following
operating segments:

i. Retailing – Hong Kong, Macau and overseas

ii. Retailing – Mainland

iii. Wholesaling – Hong Kong

iv. Wholesaling – Mainland

v. Licensing

CODM assesses the performance of the operating segments based on segment results. Finance income and
costs, share of results of an associate and corporate income and expenses are not included in the results
for each operating segment that is reviewed by the CODM. Other information provided to the CODM is
measured in a manner consistent with that in the consolidated financial statements.

– 8–
Assets of reportable segments exclude interests in an associate, certain leasehold land and buildings,
investment properties, deferred income tax assets, income tax recoverable and corporate assets, all of which
are managed on a central basis. Liabilities of reportable segments exclude deferred income tax liabilities,
current income tax liabilities, bank borrowings, gold loans, financial guarantee contract and corporate
liabilities, all of which are managed on a central basis. These form part of the reconciliation to total assets
and liabilities on the consolidated balance sheet.

Sales to external customers are stated after elimination of inter-segment sales. Sales between segments are
carried out at mutually agreed terms. The revenue from external parties and assets and liabilities reported to
the CODM is measured in a manner consistent with that in the consolidated income statement and balance
sheet.

Year ended 31 March 2024


Retailing –
Hong Kong, Reportable
Macau and Retailing – Wholesaling – Wholesaling – Inter-segment segments
overseas Mainland Hong Kong Mainland Licensing elimination total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Revenue – at a point of time


Sales to external customers 9,885,611 2,863,294 108,527 1,433,852 – – 14,291,284
Sales of scrap – – 212 – – – 212

9,885,611 2,863,294 108,739 1,433,852 – – 14,291,496

Inter-segment sales 103,197 651 2,543,267 163,264 – (2,810,379) –

Sales of merchandises 9,988,808 2,863,945 2,652,006 1,597,116 – (2,810,379) 14,291,496


Revenue – over time
Royalty and service income – – – – 939,065 – 939,065
Consultancy fee income – – – – 95,401 – 95,401

Total 9,988,808 2,863,945 2,652,006 1,597,116 1,034,466 (2,810,379) 15,325,962

Results of reportable segments 1,052,531 194,322 80,752 105,332 719,705 – 2,152,642

A reconciliation of results of reportable


segments to profit for the year is as
follows:

Results of reportable segments 2,152,642


Unallocated income 349,402
Unallocated expenses (386,421)

Operating profit 2,115,623


Finance income 28,977
Finance costs (59,596)

Profit before income tax 2,085,004


Income tax expenses (327,166)

Profit for the year 1,757,838


Add: Loss attributable to non-
controlling interests 9,467

Profit attributable to equity holders


of the Company 1,767,305

– 9–
As at 31 March 2024
Retailing –
Hong Kong,
Macau and Retailing – Wholesaling – Wholesaling –
overseas Mainland Hong Kong Mainland Licensing Unallocated Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Depreciation of property, plant and


equipment (29,862) (13,531) (792) (14,214) (10,054) (40,915) (109,368)
Depreciation of right-of-use assets (301,392) (23,741) – (328) (3,938) (17,787) (347,186)
Depreciation of investment properties – – – – – (29,121) (29,121)
Amortization of intangible assets – – – – – (6,870) (6,870)
Net provision for impairment losses
on financial assets and financial
guarantee – 279 – – – (50,816) (50,537)
Addition of goodwill – – – – 277,674 – 277,674
Addition of intangible assets 60,198 206,985 – 26,286 250,642 – 544,111
Additions of other non-current assets
(excluding right-of-use assets and
by acquisition of subsidiaries) 52,173 22,885 350 18,278 13,595 189,928 297,209
Addition of other non-current assets
by acquisition of subsidiaries
(excluding right-of-use assets) 1,811 10,754 – 19 235 3,483 16,302
Additions of right-of-use assets
(excluding by acquisition of
subsidiaries) 574,023 19,756 – – – 383,014 976,793
Addition of right-of-use assets by
acquisition of subsidiaries 8,674 683 – – – 11,843 21,200

As at 31 March 2024
Retailing –
Hong Kong,
Macau and Retailing – Wholesaling – Wholesaling –
overseas Mainland Hong Kong Mainland Licensing Unallocated Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Segment assets 6,938,580 2,512,415 705,380 2,546,408 1,233,123 13,935,906

Leasehold land and buildings 1,490,047 1,490,047


Investment properties 925,726 925,726
Deferred income tax assets 154,648 154,648
Income tax recoverable 29,465 29,465
Other unallocated assets 318,272 318,272

Total assets 16,854,064

Segment liabilities (864,044) (144,820) (29,002) (209,413) (788,664) (2,035,943)

Deferred income tax liabilities (119,789) (119,789)


Current income tax liabilities (171,847) (171,847)
Bank borrowings (362,000) (362,000)
Gold loans (1,065,805) (1,065,805)
Other unallocated liabilities (234,782) (234,782)

Total liabilities (3,990,166)

– 10 –
Year ended 31 March 2023
Retailing –
Hong Kong, Reportable
Macau and Retailing – Wholesaling – Wholesaling – Inter-segment segments
overseas Mainland Hong Kong Mainland Licensing elimination total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Revenue – at a point of time


Sales to external customers 6,464,974 2,306,955 104,580 2,047,466 – – 10,923,975
Sales of scrap – – 407 – – – 407

6,464,974 2,306,955 104,987 2,047,466 – – 10,924,382

Inter-segment sales 53,772 1,870 1,871,171 56,850 – (1,983,663) –

Sales of merchandises 6,518,746 2,308,825 1,976,158 2,104,316 – (1,983,663) 10,924,382


Revenue – over time
Royalty and service income – – – – 960,695 – 960,695
Consultancy fee income – – – – 92,767 – 92,767

Total 6,518,746 2,308,825 1,976,158 2,104,316 1,053,462 (1,983,663) 11,977,844

Results of reportable segments 549,384 132,598 10,399 254,728 776,527 – 1,723,636

A reconciliation of results of
reportable segments to profit
for the year is as follows:

Results of reportable segments 1,723,636


Unallocated income 138,266
Unallocated expenses (285,727)

Operating profit 1,576,175


Finance income 33,125
Finance costs (20,763)
Share of results of an associate (23,146)

Profit before income tax 1,565,391


Income tax expenses (280,664)

Profit for the year 1,284,727


Add: Loss attributable to
non-controlling interests 30

Profit attributable to equity


holders of the Company 1,284,757

– 11 –
Year ended 31 March 2023
Retailing –
Hong Kong,
Macau and Retailing – Wholesaling – Wholesaling –
overseas Mainland Hong Kong Mainland Licensing Unallocated Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Depreciation of property,
plant and equipment (14,515) (11,642) (892) (12,323) (9,554) (34,174) (83,100)
Depreciation of right-of-use assets (256,844) (21,945) – (345) (4,131) (5,359) (288,624)
Depreciation of investment properties – – – – – (34,389) (34,389)
Provision for impairment on property, plant and equipment (1,467) – – – – – (1,467)
Provision for impairment on right-of-use assets (1,407) – – – – – (1,407)
Net reversal of impairment loss on financial assets – 1,832 – – – – 1,832
Additions of non-current assets
(excluding right-of-use-assets) 39,826 23,478 796 20,846 14,991 102,439 202,376
Additions of right-of-use assets 224,840 39,897 – – – 264,266 529,003

As at 31 March 2023
Retailing –
Hong Kong,
Macau and Retailing – Wholesaling – Wholesaling –
overseas Mainland Hong Kong Mainland Licensing Unallocated Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Segment assets 5,751,856 1,755,619 902,250 2,778,445 953,514 12,141,684

Leasehold land and buildings 925,396 925,396


Investment properties 1,127,727 1,127,727
Deferred income tax assets 146,666 146,666
Income tax recoverable 19,724 19,724
Other unallocated assets 567,309 567,309

Total assets 14,928,506

Segment liabilities (534,371) (56,087) (90,447) (216,527) (834,070) (1,731,502)

Deferred income tax liabilities (59,656) (59,656)


Current income tax liabilities (125,424) (125,424)
Bank borrowings (115,020) (115,020)
Gold loans (425,114) (425,114)
Financial guarantee contract (36,831) (36,831)
Other unallocated liabilities (214,017) (214,017)

Total liabilities (2,707,564)

An analysis of the Group’s revenue by location in which the transaction took place is as follows:

2024 2023
HK$’000 HK$’000

Revenue
Hong Kong 6,510,151 4,360,265
Mainland 5,286,146 5,391,825
Macau and overseas 3,529,665 2,225,754

15,325,962 11,977,844

– 12 –
An analysis of the Group’s non-current assets (other than deferred income tax assets, financial assets at
fair value through other comprehensive income, certain deposits, prepayments (except for prepayments for
purchase of properties and equipment) and other receivables and interests in an associate) by location of
assets is as follows:

2024 2023
Macau and Macau and
Hong Kong Mainland overseas Total Hong Kong Mainland overseas Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Property, plant and equipment 527,272 556,803 92,119 1,176,194 475,696 354,482 88,382 918,560
Right-of-use assets 346,711 789,286 210,146 1,346,143 141,418 395,508 133,132 670,058
Investment properties 216,456 709,270 – 925,726 281,352 846,375 – 1,127,727
Goodwill – 277,674 – 277,674 – – – –
Intangible assets 59,438 477,803 – 537,241 – – – –
Prepayments for purchase of
properties and equipment – – – – – 3,681 – 3,681
Trading licence 1,080 – – 1,080 1,080 – – 1,080

1,150,957 2,810,836 302,265 4,264,058 899,546 1,600,046 221,514 2,721,106

The Company is domiciled in the Bermuda while the Group operates its business primarily in Hong Kong,
Mainland, Macau and overseas. For the year ended 31 March 2024, no revenue was generated from the
Bermuda and no assets were located in the Bermuda (2023: Nil).

4 OPERATING PROFIT

The operating profit is stated after charging/(crediting) the following:

2024 2023
HK$’000 HK$’000

Cost of sales (Note)


– cost of inventories sold 10,868,146 8,503,872
– cost of licensing business 283,477 243,575

11,151,623 8,747,447

Staff costs (including the directors’ emoluments) 967,143 796,496


Expenses relating to short-term leases and variable lease payments 188,870 135,456
Rent concessions related to COVID-19 – (10,576)
Commission expenses to payment service providers 96,171 69,769
Depreciation of property, plant and equipment 109,368 83,100
Depreciation of investment properties 29,121 34,389
Depreciation of right-of-use assets 347,186 288,624
Amortisation of intangible assets 6,870 –
Provision for impairment losses on property, plant and equipment – 1,467
Provision for impairment losses on right-of-use assets – 1,407
Advertising and promotion expenses 106,886 91,586
Other taxes 111,264 105,601
Loss on disposal of property, plant and equipment 3,600 11,033
Gain on lease modification (275) (1,678)
Legal and professional fees 20,882 11,618
Auditor’s remuneration
– Audit services 7,218 6,052
– Non-audit services 2,980 1,848

Note:

Staff costs of HK$330,474,000 (2023: HK$336,660,000) are included in cost of sales.

– 13 –
5 OTHER INCOME

2024 2023
HK$’000 HK$’000

Government subsidies
– Value-added tax (“VAT”) refund (Note (i)) 13,467 37,786
– Other government subsidies (Note (ii)) 61,963 77,328
– Employment Support Scheme (Note (iii)) – 24,000
Rental income 70,886 64,244
Others 50,865 25,501

197,181 228,859

Notes:

(i) This represents refund from the tax authority in Mainland. The amount of refund is based on the
VAT payment made in excess of 4% of the original input VAT. The Group is entitled to the refund
as it is a member of the Shanghai Diamond Exchange and the diamonds are imported through the
Shanghai Diamond Exchange.

(ii) This mainly represents subsidies from a municipal government in Mainland.

(iii) The amount represents salaries and wage subsidies granted under Anti-Epidemic Fund by the
Government of the Hong Kong Special Administrative Region for the use of paying wages of
employees from May to July 2022.

6 OTHER GAINS/(LOSSES), NET

2024 2023
HK$’000 HK$’000

Net realised losses on derivative financial instruments (Note) (27,326) (8,191)


Net realised (losses)/gains on gold loans (20,188) 38,427
Net unrealised losses on gold loans (73,541) (24,236)
Net realised losses on gold loan receivables – (32,569)
Net realised gains on exchange forward contracts 2,075 5,408
Net unrealised losses on exchange forward contracts (8) –
Remeasurement gain on previously held interests in
a prior associate, net 186,711 –
Fair value gain on settlement of a shareholder loan due from a prior
associate 26,756 –
Net exchange (losses)/gains (2,273) 3,763

92,206 (17,398)

Note:

Derivative financial instruments mainly represent gold contracts and platinum future contracts. These
derivative financial instruments are not qualified for hedge accounting within the context of HKFRS 9.

– 14 –
7 INCOME TAX EXPENSES

Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profits arising
from Hong Kong for the year, except for one subsidiary of the Group which is a qualifying entity under the
two-tiered profits tax rates regime. The first HK$2 million of estimated assessable profits of this subsidiary
is taxed at 8.25% and the remaining estimated assessable profits are taxed at 16.5% (2023: Same). Taxation
on overseas profits has been calculated on the estimated assessable profits for the year at the rates of
taxation prevailing in the countries in which the Group operates.

2024 2023
HK$’000 HK$’000

Current taxation:
– Hong Kong profits tax 63,857 8,313
– Mainland and overseas taxation 228,345 217,969
– Withholding tax on dividend declared in Mainland 46,848 36,583
– (Over)/under-provision in prior years (10,699) 21,478
Deferred income tax (1,185) (3,679)

327,166 280,664

8 EARNINGS PER SHARE

The calculation of basic earnings per share is based on the Group’s profit attributable to equity holders
of the Company of HK$1,767,305,000 (2023: HK$1,284,757,000) and the weighted average number of
587,107,850 (2023: 587,107,850) ordinary shares in issue during the year.

Diluted earnings per share for the years ended 31 March 2024 and 2023 are the same as the basic earnings
per share as there were no potential dilutive ordinary shares outstanding during the years.

9 DIVIDENDS

2024 2023
HK$’000 HK$’000

2023/24 interim dividend, paid, of HK$0.72


(2022/23 interim dividend: HK$0.55) per ordinary share 422,718 322,909

2023/24 special interim dividend, by way of distribution in specie of


HKRH shares (Note (i)) 28,404 –

2023/24 final dividend, proposed, of HK$0.64


(2022/23 final dividend: HK$0.55) per ordinary share (Note (ii)) 375,749 322,909

Note:

(i) On 28 March 2024, the directors resolved to declare a special interim dividend in form of distribution
in specie of 24,071,422 issued shares of HKRH. Based on the closing price of HK$1.18 per issued
shares of HKRH as traded on the Stock Exchange on 28 March 2024, the aggregate market value of
the distribution shares was HK$28,404,000. The dividend distribution in specie was equivalent to
HK$0.05 per ordinary share.

(ii) At a meeting held on 28 June 2024, the directors recommended the payment of a final dividend of
HK$0.64 per ordinary share. Such dividend is to be approved by the shareholders at the Annual
General Meeting of the Company on 15 August 2024. The aggregate amount of the proposed dividend
is expected to be paid out of retained earnings as at 31 March 2024, but not recognised as a liability at
year end.

– 15 –
10 INTERESTS IN AN ASSOCIATE

2024 2023
HK$’000 HK$’000

As at 1 April (Note (i)) – 23,146


Share of pre-acquisition results of an associate for the year
(Note (ii) and (iii)) – (23,146)
Remeasurement upon step quisition (Note (iv)) 204,478 –
Transfer to subsidiaries upon step quisition (Note (iv)) (204,478) –

As at 31 March – –

Amount due from an associate (Note (v)) – 4

Notes:

(i) The balance includes a shareholder loan of HK$100,000,000 granted to China Gold Silver Group
Company Limited (“CGS”), in connection with the acquisition of CGS, an associate, on 6 June 2014,
of which the Group and HKRH each agreed to provide HK$100,000,000 funding to CGS for general
working capital and business expansion purpose. Such loan was unsecured, interest-free, denominated
in HK$ and not to be repaid within one year after the end of the reporting period.

Having considered the financial position and future business development of CGS, it is not expected
that this shareholder loan will be demanded for in the near future and therefore the balance is
reclassified as part of interest in the associate during the year ended 31 March 2020.

(ii) The financial year of the associate is not conterminous with that of the Group and the financial
statements used for equity accounting are for the 12 months period ended 31 December 2023 and
2022. This associate uses 30 June as its financial year-end, which is conformed with its holding
company’s reporting date.

(iii) For the year ended 31 March 2024, share of pre-acquisition loss and other comprehensive loss of an
associate of HK$112,327,000 (2023: HK$40,021,000) and HK$20,684,000 (2023: HK$15,266,000)
respectively was not recognised by the Group as such loss exceeds its interests in an associate.

(iv) During the year ended 31 March 2024, the Group acquired 79.4% of the issued shares of HKRH,
which represented 39.7% of effective capital of CGS and thus the Group is able to exercise control
over CGS. As a result, CGS ceased to be an associate and CGS and its subsidiaries became non-wholly
owned subsidiary of the Group since the completion of the acquisition of HKRH.

(v) As at 31 March 2023, amount due from an associate was trade in nature, denominated in HK$,
unsecured and interest-free. Such balance was aged within 30 days.

(vi) As at 31 March 2023, the Group provided corporate financial guarantee amounting to
HK$1,075,000,000 to banks in respect of 50% of the aggregated amount of bank facilities granted to
a prior associate. As at 31 March 2023, the bank facilities utilised by the associate is approximately
HK$1,644,000,000.

For the year ended 31 March 2024, the Group recognised a loss allowance of HK$50,816,000 (2023:
Nil) in the consolidated income statement in accordance with expected credit loss model under
HKFRS 9.

(vii) The Group’s associate did not have any significant capital commitments as at 31 March 2023.

– 16 –
11 TRADE RECEIVABLES

The ageing of trade receivables, based on invoice date, is as follows:

2024 2023
HK$’000 HK$’000

0-30 days 221,341 188,883


31-60 days 24,799 12,176
61-90 days 14,339 9,727
91-120 days 4,412 2,635
Over 120 days 934 601

265,825 214,022
Less: Allowance for impairment of trade receivables (52) (199)

265,773 213,823

12 TRADE PAYABLES, OTHER PAYABLES AND ACCRUALS

Included in trade payables, other payables and accruals are trade payables of HK$177,651,000 (2023:
HK$280,250,000) and the ageing, based on invoice date, is as follows:

2024 2023
HK$’000 HK$’000

0 – 30 days 170,476 237,281


31 – 60 days 5,634 40,471
61 – 90 days 844 1,183
91 – 120 days 109 1,063
Over 120 days 588 252

177,651 280,250

– 17 –
MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL PERFORMANCE

Revenue Operating Profit Profit Attributable to


HK$15,326M HK$2,116M Equity Holders
+28.0% +34.2% HK$1,767M
+37.6%

Basic Earnings Proposed Final Dividend Overall Net Shop


per Share per Share1 Additions
HK$3.01 HK$0.64 +478
+37.4%

1
Dividend Payout Ratio: 47%

Results

Following the borders reopening amongst Hong Kong, Macau and the Mainland early last
year, the retail sentiment has shown continuous improvement. Furthermore, leveraging the
low base effect and the outperforming gold sales, the Group’s retailing business achieved
satisfactory results especially in the Hong Kong and Macau market. Therefore, during the Year
under review, the Group’s total revenue increased by 28.0% to HK$15,325,962,000 (2023:
HK$11,977,844,000). However, as the growth was mainly driven by the gold product sales
with lower gross margin as compared to fixed price jewellery products, coupled with a decline
in the gross margin of the licensing business, the overall gross margin of the Group therefore
increased slightly by 0.2 p.p. to 27.2% (2023: 27.0%). Consequently, the Group’s gross profit
increased by 29.2% to HK$4,174,339,000 (2023: HK$3,230,397,000).

On the other hand, the operating expenses to revenue ratio improved by 0.6 p.p. to 15.0%
(2023: 15.6%). Together with a one-off remeasurement gain of around HK$186,711,000 from
the acquisition of HKRH, the operating profit increased by 34.2% to HK$2,115,623,000
(2023: HK$1,576,175,000) and the operating profit margin increased marginally by 0.6 p.p.
to 13.8% (2023: 13.2%). Furthermore, the Group’s profit for the Year rose significantly by
36.8% to HK$1,757,838,000 (2023: HK$1,284,727,000). The net margin increased by 0.8
p.p. to 11.5% (2023: 10.7%) and the profit attributable to equity holders also increased by
37.6% to HK$1,767,305,000 (2023: HK$1,284,757,000), marking the second-highest annual
performance in the Group’s history. Accordingly, the basic earnings per share increased by
37.4% to HK$3.01 (2023: HK$2.19).

– 18 –
Overview
During the Year under review, the Group adopted the multi-brand strategy and operated a total
of 1 brand and 5 sub-brands/product lines, including 218 shops under “3DG Jewellery” brand
owned by HKRH. During the year, the Group had a net addition of 478 shops globally and
a net of 260 shops if excluding the shops of “3DG Jewellery” brand, including a net of 179
“Lukfook” shops and a net of 81 shops of sub-brands/product lines in Mainland.
As at 31 March 2024, the Group had a global network of 3,583 shops (2023: 3,105 shops),
including 3,117 “Lukfook” shops (2023: 2,938 shops), with business spanning across Hong
Kong, Macau, Mainland, Malaysia, Cambodia, the Philippines, Laos, Thailand, the United
States, Canada and Australia, and operated a total of 218 “3DG Jewellery” shops (2023: 0
shop) in Hong Kong, Macau and Mainland; and also operated a total of 56 “Goldstyle” shops
(2023: 73 shops), 146 “Heirloom Fortune” shops (2023: 81 shops), 27 “Lukfook Joaillerie”
shops (2023: 13 shops) and 18 “Love LUKFOOK JEWELLERY” shops (2023: 0 shop) in
Mainland. In addition, the Group operated 1 “Lukfook Joaillerie” shop (2023: 0 shop) in
Malaysia. Details are as follows:
Global Distribution Network
Countries and Main-brands/Sub-brands/
Regions Product Lines 31 Mar 2024 31 Mar 2023 Y-o-Y Changes
“Lukfook” 68 69 –1
“3DG Jewellery” 63 0 +63
Mainland “Goldstyle” 1 1 0
“Lukfook Joaillerie” 3 1 +2
“Heirloom Fortune” 15 12 +3
Sub-total 150 83 +67
“Lukfook” 50 45 +5
Hong Kong
“3DG Jewellery” 4 0 +4
Self- Sub-total 54 45 +9
operated “Lukfook” 17 16 +1
Shops Macau
“3DG Jewellery” 1 0 +1
Sub-total 18 16 +2
Canada 2 2 0
The United States 4 3 +1
“Lukfook”
Australia 2 2 0
3 2 +1
Malaysia
“Lukfook Joaillerie” 1 0 +1
Sub-total 12 9 +3
Total 234 153 +81
“Lukfook” 2,962 2,793 +169
“3DG Jewellery” 150 0 +150
Mainland “Goldstyle” 55 72 –17
“Lukfook Joaillerie” 24 12 +12
“Heirloom Fortune” 131 69 +62
Sub-total 3,322 2,946 +376
Licensed
Cambodia 3 3 0
Shops
The Philippines 3 2 +1
Laos “Lukfook” 1 1 0
Thailand 1 0 +1
Australia 1 0 +1
Sub-total 9 6 +3
Total 3,331 2,952 +379
Mainland “Love LUKFOOK JEWELLERY” 18 0 +18
Speciality
Sub-total 18 0 +18
Shops
Total 18 0 +18
Worldwide Total 3,583 3,105 +478

– 19 –
Revenue and Segment Profit by Business

6.7% 33.5%
(8.8%) (45.0%)
57.9%
(39.6%)
8.6%
10.1% (15.4%)
(18.0%) 83.2%
(73.2%)

Segment
Revenue Profit

Retailing

Wholesaling

Licensing

Segment Segment
HK$M Revenue Profit Profit Margin

Retailing 12,749 1,247 9.8%


Y-o-Y Changes +45.3% +82.8% +2.0 p.p.

Wholesaling 1,543 186 12.1%


Y-o-Y Changes -28.3% -29.8% -0.2 p.p.
Adjusted Wholesaling 4,2491 186 4.4%
Y-o-Y Changes +4.1% -29.8% -2.1 p.p.

Licensing 1,034 720 69.6%


Y-o-Y Changes -1.8% -7.3% -4.1 p.p.

Overall 15,326 2,153 14.0%


Y-o-Y Changes +28.0% +24.9% -0.4 p.p.

Remarks: Comparative figures for FY2023 are shown in brackets


1
Adjusted Wholesaling Revenue = Revenue of Wholesaling Business to External Parties
+ Inter-Segment Wholesaling Revenue

During the Year under review, retailing business was the main growth driver for the Group’s
revenue. Benefitting from the significant improvement in tourists traffic and spendings in
Hong Kong and Macau after the reopening of borders, coupled with the favourable gold
sales and low base effect, the Group’s retailing revenue increased significantly by 45.3%
to HK$12,748,906,000 (2023: HK$8,771,929,000), accounting for 83.2% (2023: 73.2%)
of the Group’s total revenue. Its segment profit also increased substantially by 82.8% to
HK$1,246,853,000 (2023: HK$681,982,000), accounting for 57.9% (2023: 39.6%) of the total
and its segment profit margin was 9.8% (2023: 7.8%).

– 20 –
Although the number of licensed shops increased, due to the continued sluggish demand for
diamond products in the Mainland, the Group’s wholesaling revenue decreased by 28.3% to
HK$1,542,590,000 (2023: HK$2,152,453,000), accounting for 10.1% (2023: 18.0%) of the
Group’s total revenue. Its segment profit decreased by 29.8% to HK$186,084,000 (2023:
HK$265,127,000), accounting for 8.6% (2023: 15.4%) of the total, and its segment profit
margin was 12.1% (2023: 12.3%). As the segment profit of wholesaling business included
profits from inter-segment sales to self-operated shops, if including inter-segment sales in the
denominator, its segment profit margin would be 4.4% (2023: 6.5%).

During the Year under review, the licensing income decreased slightly by 1.8% to
HK$1,034,466,000 (2023: HK$1,053,462,000), accounting for 6.7% of the Group ’s total
revenue (2023: 8.8%). Its segment profit margin was 69.6% (2023: 73.7%), while its segment
profit decreased by 7.3% to HK$719,705,000 (2023: HK$776,527,000), accounting for 33.5%
(2023: 45.0%) of the total.

– 21 –
Sales1 and Gross Profit2 by Product

72.6%
58.4%
(63.0%)
(49.4%)

41.6%
(50.6%)
27.4%
(37.0%)

Sales Gross Profit

Gold & Platinum3

Fixed Price Jewellery

HK$M Sales Gross Profit Gross Margin

Gold & Platinum 10,380 2,000 19.3%


Y-o-Y Changes +50.7% +67.2% +1.9 p.p.

Fixed Price Jewellery 3,912 1,423 36.4%


Y-o-Y Changes -3.1% +16.3% +6.1 p.p.

Overall 14,292 3,423 24.0%


Y-o-Y Changes +30.8% +41.4% +1.8 p.p.

Remarks: Comparative figures for FY2023 are shown in brackets


1
Sales = Revenue – Licensing Income
2
Gross Profit = Consolidated Gross Profit – Gross Profit of Licensing Income
3
Gold & Platinum refers to gold & platinum products sold by weight basing on
international market price, i.e. at non-fixed price

During the Year under review, despite a yearly increase of 10.2% in the average international
gold price in USD per ounce, the demand for gold products remains robust. Consequently,
sales of gold and platinum products increased by 50.7% to HK$10,379,634,000 (2023:
HK$6,886,227,000), accounting for 72.6% (2023: 63.0%) of the overall sales amount (Group
revenue minus licensing income), and became the key driving force for the Group’s retailing
business. Its gross margin increased by 1.9 p.p. to 19.3% (2023: 17.4%) as a result of the
increase in the gold prices. Gross profit of gold and platinum products therefore increased
significantly by 67.2% to HK$2,000,275,000 (2023: HK$1,196,586,000), accounting for
58.4% (2023: 49.4%) of the overall gross profit (consolidated gross profit of the Group minus
gross profit of licensing income).

On the other hand, the sales amount of fixed price jewellery products decreased by 3.1%
to HK$3,911,861,000 (2023: HK$4,038,155,000), accounting for 27.4% (2023: 37.0%) of
the overall sales amount (Group revenue minus licensing income) due to the decrease in the
demand of diamond products. Nevertheless, because of the increased mix of retailing revenue,
which has higher gross margin than wholesaling, gross margin of fixed price jewellery
products increased by 6.1 p.p. to 36.4% (2023: 30.3%). Its gross profit therefore increased
by 16.3% to HK$1,423,075,000 (2023: HK$1,223,925,000), accounting for 41.6% (2023:
50.6%) of the overall gross profit (consolidated gross profit of the Group minus gross profit of
licensing income).

– 22 –
During the Year under review, the overall SSS1 of the Group was +31.9% (2023: +24.4%),
while the SSS in Hong Kong and Macau was +39.6% (2023: +34.0%), and -2.4% (2023:
-16.9%) for Mainland. The SSS for gold and platinum products was +37.6% (2023: +35.0%)
and +16.0% (2023: +1.9%) for fixed price jewellery products.

BUSINESS REVIEW

Revenue and Segment Profit by Market

65.5%
(55.0%)
54.8%
(33.5%) 45.2%
(66.5%)

34.5%
(45.0%)

Segment
Revenue Profit
Hong Kong, Macau
& Overseas

Mainland

Segment Segment
HK$M Revenue Profit Profit Margin

Hong Kong, Macau & Overseas 10,040 1,180 11.7%


Y-o-Y Changes +52.4% +104.5% +2.9 p.p.

Mainland 5,286 973 18.4%


Y-o-Y Changes -2.0% -15.2% -2.9 p.p.

Overall 15,326 2,153 14.0%


Y-o-Y Changes +28.0% +24.9% -0.4 p.p.

Remarks: Comparative figures for FY2023 are shown in brackets

1
Same store sales (“SSS”) represented a comparison of sales of the same self-operated shop having full day
operations in the comparable periods and such data did not include sales of licensed shops and Mainland’s
e-commerce business.
– 23 –
Hong Kong, Macau and Overseas

3.9%
(3.0%) 89.3%
6.8% (95.2%)
(1.8%)
0.5% 98.4%
(0.2%) (98.2%)
1.1%
(1.6%)

Segment
Revenue Profit

Retailing

Wholesaling

Licensing

Segment
HK$M Revenue Segment Profit Profit Margin

Retailing 9,886 1,053 10.6%


Y-o-Y Changes +52.9% +91.6% +2.1 p.p.

Wholesaling 109 81 74.3%


Y-o-Y Changes +3.6% +676.5% +64.4 p.p.
Adjusted Wholesaling 2,6521 81 3.0%
Y-o-Y Changes +34.2% +676.5% +2.5 p.p.

Licensing 45 46 102.0%
Y-o-Y Changes +183.1% +171.4% -4.5 p.p.

Overall 10,040 1,180 11.7%


Y-o-Y Changes +52.4% +104.5% +2.9 p.p.

Remarks: Comparative figures for FY2023 are shown in brackets


1
Adjusted Wholesaling Revenue = Revenue of Wholesaling Business to External Parties + Inter-Segment
Wholesaling Revenue

– 24 –
Hong Kong, Macau and Overseas

Hong Kong

After the full resumption of normal travel, tourists from all over the world including
Mainland, have returned. According to the Statistics on Visitor Arrivals to Hong Kong
published by the Hong Kong Tourism Board in January 2024, Mainland visitors in 2023
increased by approximately 70 times year-on-year to approximately 27 million. With the
reopening of borders amongst Hong Kong, Macau and the Mainland, the number of Mainland
tourists visiting Hong Kong has increased significantly, with visitor arrivals statistics released
in April 2024 showing an increase of approximately 1.6 times year-on-year to approximately
8.7 million from January to March 2024. In respect of tourist spending, according to the retail
sales statistics released by the Census and Statistics Department of Hong Kong Government
in May 2024, the provisional estimate of the value of sales of jewellery, watches and
clocks, and valuable gifts from January to March 2024 decreased marginally by 0.5% year-
on-year. The Group’s retailing revenue in Hong Kong increased significantly by 49.9% to
HK$6,355,946,000 (2023: HK$4,239,220,000) for the Year under review. As at 31 March
2024, the Group operated 54 self-operated shops (2023: 45 shops) in Hong Kong.

Macau

The number of visitor arrivals to Macau has also risen sharply after the reopening of borders.
According to the market figures released by the Macau Government Tourism Office, Mainland
visitor arrivals to Macau in 2023 increased by approximately 2.7 times over last year to
approximately 19 million and per capita spending of Mainland visitors decreased by 6%
year-on-year. With the full resumption of normal travel with the Mainland, the number of
Mainland visitor arrivals to Macau from January to March 2024 surged by 94.3% year-on-
year to approximately 6.3 million, and the per capita consumption of Mainland tourists in the
first quarter decreased by 31.6% year-on-year. The Group’s revenue generated from Macau
increased substantially by 77.8% to HK$2,892,400,000 (2023: HK$1,626,973,000) during
the Year under review. As at 31 March 2024, the Group had a total of 18 self-operated shops
(2023: 16 shops) in Macau.

Overseas

As at 31 March 2024, the Group operated a total of 21 overseas shops (2023: 15 shops),
including self-operated shops of 4 in the United States and 4 in Malaysia, 2 in Canada and 2
in Australia, as well as 3 licensed shops in Cambodia and the Philippines respectively, and 1
licensed shop in Laos, Thailand and Australia respectively.

– 25 –
During the Year under review, retailing revenue from the Hong Kong, Macau and overseas
markets increased by 52.9% to HK$9,885,611,000 (2023: HK$6,464,974,000), accounting
for 98.4% (2023: 98.2%) of these markets’ total and 64.5% (2023: 54.0%) of the Group’s
total. Its segment profit increased significantly by 91.6% to HK$1,052,531,000 (2023:
HK$549,384,000), accounting for 89.2% (2023: 95.2%) of these markets’s total and 48.9%
(2023: 31.9%) of the Group’s total, with a segment profit margin of 10.6% (2023: 8.5%). The
overall SSS in the Hong Kong, Macau and overseas markets was +35.7% (2023: +33.0%).
The SSS of their gold and platinum products was +42.0% (2023: +46.9%) and +18.7% (2023:
+5.8%) for fixed price jewellery products.

In addition, the wholesaling business revenue increased slightly by 3.6% to HK$108,739,000


(2023: HK$104,987,000), accounting for 1.1% (2023: 1.6%) of the Hong Kong, Macau and
overseas markets’ total revenue and 0.7% (2023: 0.9%) of the Group’s total. Its segment profit
increased by 676.5% to HK$80,752,000 (2023: HK$10,399,000) as a result of the substantial
increase in inter-segment sales, accounting for 6.8% (2023: 1.8%) of these markets’ total and
3.8% (2023: 0.6%) of the Group’s total. Its segment profit margin was 74.3% (2023: 9.9%).
As the segment profit of wholesaling business included the profit of inter-segment sales to
self-operated shops, if including inter-segment sales in the denominator, its segment profit
margin would be 3.0% (2023: 0.5%).

Apart from that, Hong Kong licensing income increased by 183.1% to HK$45,466,000 (2023:
HK$16,058,000), accounting for 0.5% (2023: 0.2%) of these markets’ total and 0.3% (2023:
0.1%) of the Group’s total. Its segment profit was HK$46,394,000 (2023: HK$17,097,000),
accounting for 3.9% (2023: 3.0%) of these markets’ total and 2.2% (2023: 1.0%) of the
Group’s total. Its segment profit margin was 102.0% (2023: 106.5%).

Overall speaking, revenue from the Hong Kong, Macau and overseas markets increased by
52.4% to HK$10,039,816,000 (2023: HK$6,586,019,000) during the Year under review,
accounting for 65.5% (2023: 55.0%) of the Group ’s total. Its segment profit increased
substantially by 104.5% to HK$1,179,677,000 (2023: HK$576,880,000), accounting for
54.8% (2023: 33.5%) of the Group’s total. Its segment profit margin was 11.7% (2023: 8.8%).

– 26 –
Mainland

54.2%
(42.8%)

20.0%
(11.6%)
10.8%
(22.2%)
69.2%
(66.2%)
27.1%
(38.0%)
18.7%
(19.2%)
Segment
Revenue Profit

Retailing

Wholesaling

Licensing

Segment
HK$M Revenue Segment Profit Profit Margin

Retailing 2,863 194 6.8%


Y-o-Y Changes +24.1% +46.5% +1.1 p.p.

Wholesaling 1,434 106 7.3%


Y-o-Y Changes -30.0% -58.6% -5.1 p.p.
Adjusted Wholesaling 1,5971 106 6.6%
Y-o-Y Changes -24.1% -58.6% -5.5 p.p.

Licensing 989 673 68.1%


Y-o-Y Changes -4.7% -11.3% -5.1 p.p.

Overall 5,286 973 18.4%


Y-o-Y Changes -2.0% -15.2% -2.9 p.p.

Remarks: Comparative figures for FY2023 are shown in brackets


1
Adjusted Wholesaling Revenue = Revenue of Wholesaling Business to External Parties +
Inter-Segment Wholesaling Revenue

– 27 –
Mainland

Despite the lackluster macroeconomic conditions in the Mainland market, driven by the
robust growth of e-commerce business, its retailing revenue experienced satisfactory increase
of 24.1% to HK$2,863,294,000 (2023: HK$2,306,955,000), accounting for 54.2% (2023:
42.8%) of Mainland market’s revenue and 18.7% (2023: 19.3%) of the Group’s total. Its
segment profit increased by 46.5% to HK$194,322,000 (2023: HK$132,598,000), accounting
for 20.0% (2023: 11.6%) of Mainland markets’ total and 9.0% (2023: 7.7%) of the Group’s
total. Its segment profit margin was 6.8% (2023: 5.7%). The overall SSS in Mainland
narrowed from -16.9% last year to -2.4%. The SSS for its gold and platinum products made
a turnaround to +1.9% (2023: -14.3%) and was -21.3% (2023: -26.4%) for its fixed price
jewellery products.

Due to the continued sluggish demand for diamond products in the Mainland market, its
revenue of the wholesaling business, which primarily focuses on sales of diamond products,
decreased by 30.0% to HK$1,433,852,000 (2023: HK$2,047,466,000), and accounted for
27.1% (2023: 38.0%) of Mainland market’s revenue and 9.4% (2023: 17.1%) of the Group’s
total. Its segment profit decreased by 58.6% to HK$105,332,000 (2023: HK$254,728,000),
accounting for 10.8% (2023: 22.2%) of Mainland market’s total and 4.9% (2023: 14.8%)
of the Group’s total. Its segment profit margin reduced to 7.3% (2023: 12.4%) as a result
of recognising inventory impairment provisions of HK$35,416,000 (2023: Nil) because of
the decline in market prices of diamond raw material. As the segment profit of wholesaling
business included the profit of inter-segment sales to self-operated shops, if including inter-
segment sales in the denominator, its segment profit margin would be 6.6% (2023: 12.1%).

Licensing income in the Mainland market decreased by 4.7% to HK$989,000,000 (2023:


HK$1,037,404,000), which accounted for 18.7% (2023: 19.2%) of Mainland market’s revenue
and 6.5% (2023: 8.7%) of the Group ’s total. Its segment profit decreased by 11.3% to
HK$673,311,000 (2023: HK$759,430,000), accounting for 69.2% (2023: 66.2%) of Mainland
market’s total and 31.3% (2023: 44.0%) of the Group’s total. Its segment profit margin was
68.1% (2023: 73.2%).

To cater to the customer needs of different profiles, the Group actively created different sub-
brands and product lines. The Group developed “Goldstyle”, a popular product collection well
known for pioneering exquisite techniques, into independent shops in May 2019. In FY2022,
the Group introduced “Lukfook Joaillerie”, to target at high-end market, and “Heirloom
Fortune”, which features traditional craftsmanship of gold jewellery. In May 2023, the Group
also launched “ Love LUKFOOK JEWELLERY ” , which targets at the affordable luxury
market.

– 28 –
As at 31 March 2024, the Group had a total of 3,490 shops (2023: 3,029 shops) in the
Mainland, including 3,030 “ Lukfook ” shops (2023: 2,862 shops), 213 “3DG Jewellery ”
shops (2023: 0 shop), 56 “Goldstyle” shops (2023: 73 shops), 27 “Lukfook Joaillerie” shops
(2023: 13 shops), 146 “Heirloom Fortune” shops (2023: 81 shops) and 18 “Love LUKFOOK
JEWELLERY” shops (2023: 0 shop). Apart from that, the Group added a net total of 169
“Lukfook” licensed shops (2023: +224 shops), while the number of “Lukfook” self-operated
shops decreased by 1 shop (2023: -8 shops). Details are as follows:

Mainland Distribution Network

Shop number of Main-brands/Sub-brands/Product lines 31 March 2024 31 March 2023 Changes


“Lukfook” Self-operated Shops 68 69 -1
Licensed Shops 2,962 2,793 +169
Sub-total 3,030 2,862 +168
“3DG Jewellery” Self-operated Shops 63 0 +63
Licensed Shops 150 0 +150
Sub-total 213 0 +213
“Goldstyle” Self-operated Shop 1 1 0
Licensed Shops 55 72 -17
Sub-total 56 73 -17
“Lukfook Joaillerie” Self-operated Shops 3 1 +2
Licensed Shops 24 12 +12
Sub-total 27 13 +14
“Heirloom Fortune” Self-operated Shops 15 12 +3
Licensed Shops 131 69 +62
Sub-total 146 81 +65
“Love LUKFOOK Speciality Shops 18 0 +18
JEWELLERY”
Sub-total 18 0 +18
Total Self-operated Shops 150 83 +67
Licensed Shops 3,322 2,946 +376
Speciality Shops 18 0 +18
Total 3,490 3,029 +461

– 29 –
During the Year under review, the overall same store sales growth of “Lukfook” licensed
shops in Mainland was +1.6% (2023: -9.5%), while the same store sales growth for its gold
and fixed price jewellery products was +7.6% (2023: -4.2%) and -13.6% (2023: -20.3%)
respectively.

FY2024
Mainland E-commerce Business Performance

91.9%
(88.0%)

Sales by Product
8.1%
(12.0%)
Gold & Platinum

Fixed Price Jewellery

Revenue
HK$1,837 Million +26.0%
Y-o-Y Changes

FY2024 Revenue Growth Target:


+10%

Average Selling Price1


RMB1,800 +12.5%
Y-o-Y Changes

Contribution to Mainland Retailing Revenue2


64.2% (FY2023: 63.2%)

Contribution to Group’s Retailing Revenue2


14.4% (FY2023: 16.6%)

Remarks: Figures for FY2023 are shown in brackets


1
ASP included value-added tax (VAT)
2
Sales of self-operated shops and e-commerce business

During the Year under review, revenue of e-commerce business from Mainland experienced
an increase of 26.0% to HK$1,837,085,000 (2023: HK$1,457,853,000), exceeded the original
growth target of 10% for this financial year, and accounting for 64.2% (2023: 63.2%) of the
retailing revenue in Mainland and 14.4% (2023: 16.6%) of the Group’s retailing revenue.
Sales of gold and platinum products accounted for 91.9% (2023: 88.0%) of its sales mix and
8.1% (2023: 12.0%) for its fixed price jewellery products.

Overall speaking, during the Year under review, total revenue from the Mainland market
decreased slightly by 2.0% to HK$5,286,146,000 (2023: HK$ 5,391,825,000), accounting
for 34.5% (2023: 45.0%) of the Group’s total. Its segment profit decreased by 15.2% to
HK$972,965,000 (2023: HK$1,146,756,000), accounting for 45.2% (2023: 66.5%) of the
Group’s total. Its segment profit margin was 18.4% (2023: 21.3%).

– 30 –
Financial Impact in relation to Investments and Operating Activities in HKRH & Its
Subsidiaries (Before Completion of the Acquisition)

Gain/(Loss)

HK$M FY2024 FY2023 Y-o-Y Changes

50% Results of Associate – (23) +23

Wholesaling Gross Profit 6 1 +5

Fair Value Loss on Provision for a Financial Guarantee


Contract (51) – (51)

Interest Income on Working Capital Loan 1 – +1

Total (44) (22) (22)

During the Year under review and before the completion of the acquisition of HKRH, the
total losses in relation to investments and operating activities in HKRH and its subsidiaries
increased to HK$44,000,000 (2023: loss of HK$22,000,000).

FINANCIAL REVIEW

Non-HKFRS Financial Measure

To supplement the consolidated results of the Group prepared in accordance with HKFRS,
certain non-HKFRS financial measures, EBITDA, EBITDA margin and total operating
expenses to revenue ratio have been presented in this announcement. The management of
the Group believes that such non-HKFRS financial measures provide investors with clearer
view on the Group’s financial results, and with useful supplementary information to assess
the performance of the Group’s strategic operations by excluding the impact of certain non-
cash items. Nevertheless, the use of this non-HKFRS financial measure has limitations as
an analytical tool. These unaudited non-HKFRS financial measures should be considered in
addition to, not as a substitute for, analysis of the Group’s financial performance prepared in
accordance with HKFRS. In addition, these non-HKFRS financial measures may be defined
differently from similar terms used by other companies.

Liquidity and Financial Resources

As at 31 March 2024, the Group’s cash and bank balances amounted to HK$1,998,000,000
(2023: HK$2,348,000,000). Net cash was HK$570,000,000 (2023: HK$1,808,000,000).
The debt-to-equity ratio was 31.0% (2023: 22.2%), being the ratio of total liabilities
of HK$3,990,000,000 (2023: HK$2,708,000,000) against total shareholders ’ equity of
HK$12,891,000,000 (2023: HK$12,221,000,000). As at 31 March 2024, the Group ’s
banking facilities amounted to approximately HK$4.42 billion (2023: HK$4.09 billion), of
which HK$1.43 billion (2023: HK$0.54 billion) has been utilised. The Group’s income and
expenditure streams are mainly denominated in Hong Kong dollars.

– 31 –
Inventory

Inventory Turnover Days (By Product)

Average Inventory Closing Inventory

Y-o-Y Y-o-Y
Turnover Days FY2024 Changes FY2024 Changes

Gold 180 -57 191 -59

Fixed price jewellery 738 +82 753 +116

Overall 310 -68 322 -58

As at 31 March 2024, the Group’s inventory slightly increased by 8.1% to HK$9,567,000,000


(2023: HK$8,853,000,000). The average inventory turnover days were 310 days (2023: 378
days) with the average inventory turnover days of gold products being 180 days (2023: 237
days) and 738 days (2023: 656 days) for fixed price jewellery products.

The inventory turnover days calculated basing on closing inventory were 322 days (2023: 380
days) with the closing inventory turnover days of gold products being 191 days (2023: 250
days) and 753 days (2023: 637 days) for fixed price jewellery products.

Capital Expenditure

During the Year under review, the Group’s capital expenditures amounted to approximately
HK$680,000,000 (2023: HK$107,000,000), including the costs of properties, leasehold lands,
land use rights, leasehold improvements, furniture, fixtures and equipment.

Capital Commitments

As at 31 March 2024, the Group’s total capital commitments amounted to HK$20,000,000


(2023: HK$23,000,000).

Contingent Liabilities and Guarantee

As at 31 March 2023, the Group had corporate financial guarantee amounting to


HK$1,075,000,000 to banks in respect of 50% of the aggregated amount of banking facilities
granted to an associate. As at 31 March 2023, the banking facilities utilised by the associate
were HK$1,644,000,000.

As at 31 March 2023, a loss allowance amounted to approximately HK$37,000,000 estimated


under the expected credit loss model in respect of such corporate financial guarantee of the
Group was recognised.

As at 31 March 2024 and 2023, save as disclosed above, the Group had no significant
contingent liabilities.

– 32 –
Acquisition of HKRH

On 28 July 2023, Lukfook 3D Investment Holding Company Limited, a wholly-owned


subsidiary of the Company, as the Offeror, entered into sale and purchase agreements with
various substantial shareholders of HKRH as the Vendors (as amended and supplemented by
the Supplemental Agreements dated 18 December 2023 and 11 January 2024, respectively)
(collectively referred to as the “S&P Agreements”), to acquire 50.4% of the issued shares
of HKRH at an aggregate consideration of HK$104,000,000. Upon completion of the S&P
Agreements on 12 January 2024, HKRH became a subsidiary of the Company and its financial
results after the completion date of the aquisition have been consolidated into the financial
statements of the Group with effect from the current year. Upon completion of the S&P
agreements, on 19 January 2024, the Group made an unconditional mandatory cash offer (the
“Offer”) in compliance with the Code on Takeovers and Mergers to acquire all the issued
shares of HKRH (other than those already owned or agreed to be acquired by the Offeror
and/or parties acting in concert with it) and to cancel all the outstanding share options of
HKRH. Immediately after the completion of the Offer on 9 February 2024, the Group held
in aggregate 80.1% of the issued shares of HKRH. Subsequently, on 28 March 2024, the
Company declared a special interim dividend by way of distribution in specie of HKRH shares
and the Group’s shareholding in HKRH shares was reduced to approximately 71.2%.

The acquisition of HKRH has not only strengthened the Group’s control over the brand
of “3DG Jewellery”, but also has unlocked its full potential for brand development, which
facilitates synergies with the Group’s business. Concurrently, HKRH can leverage the Group’s
robust financial strength and brand management expertise to drive long-term returns for the
Group.

Human Capital Policy

As at 31 March 2024, the number of employees of the Group was approximately 6,900 (2023:
6,000). The management reviews and examines the remuneration policies on a regular basis
to ensure that fair rewards and compensation are provided to our employees. Remuneration
packages are determined with reference to comparable market rates while bonuses and other
rewards are linked to the performances of the Group and the employees. This policy aims
to motivate employees with monetary incentives to work together to enhance the Group’s
business performance.

Multi-Brand Strategy

Under the influence of consumption trend shift and social media, consumer preferences for
jewellery have changed accordingly. To cater for the preferences of different customer groups,
the Group has adopted a targeted development strategy and enriched its product lines and
brand portfolio through multi-brand strategy to meet the needs of different customers. The
Group’s brands and sub-brands/product lines include:

– 33 –
Lukfook Jewellery

Lukfook Jewellery targets at mass luxury market and is committed to providing consumers
with quality and good value-for-money jewellery products through its 3,117 points of sale.
During the Year under review, Lukfook Jewellery appointed popular actress Tang Yan as its
global brand ambassador, and also strengthened cooperation with young celebrities. During
our anniversary promotion period, we invited Neo Hou, a rising actor in Mainland, to be our
“Share Love and Fun Anniversary Ambassador”, and collaborated with Hong Kong singer
Jace Chan on our product photography. Lukfook Jewellery continued to identify new business
opportunities in the international market, and opened new shops in Thailand and the United
States during the Year under review. In the Hong Kong market, the Group has deployed shops
in tourist areas before the reopening of borders in order to seize the opportunities brought
by the reopening. In the Mainland market, Lukfook Jewellery kicked off the “Sweet Love
Roadshows” across the country. The brand also collaborated with the animation “The Land
of Warrior”, which has topped the Xinhua Cultural Industry Value Comprehensive Ranking
List for two consecutive years, and introduced the gold accessories in collaboration with the
mobile game “Happy Poke”. We have also created the “King Pro League” champion rings
for 15 consecutive seasons. During the Year under review, Lukfook Jewellery participated in
22 wedding expos and the “3rd China International Consumer Products Expo”, the largest
consumer products exhibition in the Asia-Pacific region. Lukfook Jewellery also rolled out a
series of branding activities featuring the theme of “Recognise Lukfook Jewellery of Hong
Kong” in fourth- and fifth-tier cities to raise Lukfook Jewellery’s influence and recognition
there.

3DG Jewellery

3DG Jewellery has been adhering to the service concept of “3DG Prestige Service” since its
establishment 20 years ago. 3DG Jewellery has launched delicate and good-value-for-money
products with creative design and exquisite craftsmanship to cater to consumers’ demand
for affordable luxury jewellery through its 218 points of sale. The brand upgraded its store
image to the seventh generation during the Year under review. The new store design features
a combination of peach fuzz warm colours, combined with bronze and light beige tones, and
creatively incorporated the new theme concept of “Sophisticated Female” into the decoration
design, showcasing a fashionable and diversified female styles complemented by personalised
jewellery. It provides consumers with fashion references and a comfortable shopping
experience. 2023 marked the 20th anniversary of 3DG Jewellery. The brand celebrated its
20th anniversary with the theme “Dazzling Golden Life” by holding the “20th Anniversary
Revitalisation Ceremony and Gala Dinner”, breathing more stylish attributes and attention-
grabbing brilliance into the “Gold” in the brand name. The brand’s spokesperson, Xu Kai,
made an appearance at the event, joining the guests in witnessing this glorious and dazzling
moment. In addition, the brand featuring “Love Glitter” jewellery collection as its iconic
theme, joined hands with its brand spokesperson Xu Kai to hold the launch ceremony of the
“520 Love Glitter” Roadshow at Hisense Plaza, Tianjin in May 2023.

– 34 –
Heirloom Fortune

With the popularity of the “China-chic” and “New Chinese Style” elements in recent years,
the Group’s “Heirloom Fortune” Collection has been well received since its launch, and
therefore 146 “Heirloom Fortune” shops have been opened in Mainland subsequently. The
Group incorporated craftmanship including enamelling, antique craftsmanship, mother-
of-pearl inlay and gilt-colouring into gold products, and combined exquisite classic
craftsmanship with contemporary aesthetics. During the Year under review, the Group held
the “Heirloom Fortune” Perfection roadshows across the country. The “Heirloom Fortune”
Collection also launched cross-over collaboration in various sectors, including cooperation
with “ Tao Tao Ju ” , a restaurant with a history of over 140 years, and SHE’ S, a brand
specialising in high-end hair accessories. “Heirloom Fortune” will endeavour to extend its
channels and market network, and enhance the brand’s influence and recognition in the
region.

Goldstyle

“Goldstyle” Collection is crafted with innovative techniques to double the hardness of gold
and provides the style effects of karat gold. In addition to “Goldstyle ”, the Group also
introduced the “Goldstyle • X” Collection featuring a modern aesthetic blend of gold and
diamond. “Goldstyle” currently has 56 shops in Mainland, and will continue to enhance the
shopping experience and improve the retail network.

Lukfook Joaillerie

The Group established “Lukfook Joaillerie”, and turned its 28 shops into a superior, elegant
jewellery aesthetic experience space. “Lukfook Joaillerie” tailor-made jewellery pieces for our
global brand ambassador Tang Yan to attend various events, and also launched the “High-end
Joaillerie” roadshows. We opened our first overseas “Lukfook Joaillerie” shop in Malaysia,
and invited Moon Lau, TVB Star Awards Malaysia Favorite heroine, as the honoured guest. In
future, we will also continue to pay close attention to and seize the development opportunities
for expansion of our global retail network to reach out to more consumer groups.

Love LUKFOOK JEWELLERY

During the Year under review, the Group launched a new brand “ Love LUKFOOK
JEWELLERY ” , targeting young consumers who value fashion, individuality and trendy
lifestyle, as well as those who pursue affordable luxury and quality life. “Love LUKFOOK
JEWELLERY” shops extend the overall colour tone of “Lukfook Jewellery”, and aim to
create a heart-warming, romantic shopping experience. “Love LUKFOOK JEWELLERY” has
opened 18 shops in the first year of its launch, reflecting its success and popularity among
customers. “Love LUKFOOK JEWELLERY” will speed up its expansion by opening new
shops across various cities in Mainland to expand its business territory.

– 35 –
OUTLOOK

The increase in central banks’ gold reserves and ongoing worldwide geopolitical tensions have
driven gold prices to reach new highs since March. In addition, in the face of challenges such
as macroeconomic uncertainties, weakened consumer sentiment as well as a slip of RMB, the
sales performance of the Group in January to March was impacted to a certain extent. The
continued escalation of gold prices to new record levels in April further impacted the sales of
gold products. The Group’s SSS from April to 21 June 2024 was approximately -35% in the
Hong Kong and Macau market and approximately -20% for the Mainland market.

Since the demand for diamond products remains subdued in the Mainland, the Group will
continue to actively promote non-diamond fixed price jewellery products in order to enhance
the performance of fixed price jewellery products. Moreover, although the temporary spike in
gold prices may affect sales performance, an increase in profit margin will help mitigate the
impact of the decline in sales. Sales of the gold products are expected to resume to the normal
levels after consumers adapt to the high gold prices. Furthermore, the Mainland government
is actively working on expanding domestic demand to support the gradual recovery of the
Mainland market. In hopes of improved macroeconomic conditions as well as retail sentiment
recovery, the retailing business is expected to regain its growth momentum. As such, the
Group remains optimistic about its mid-to long-term business prospects. The Group will
continue to expand in the Mainland market and still expects to see a positive growth in shop
number in the coming year.

Apart from that, the Group is optimistic about the immense growth potential in the overseas
markets too. As a result, the Group will allocate more resources to expand its footprint across
the world and plans to have a net addition of approximately 15 shops in the overseas markets
in the coming year.

Before the beginning of FY2023, the Group has set up its new three-year corporate strategy
with Mainland Market Expansion, Branding Strategy and Operational Efficiency as its three
main focuses so as to foster its future business growth.

– 36 –
SUSTAINABLE GROWTH

FOCUS ON MAINLAND
MARKET EXPANSION

FOCUS ON
OPERATIONAL
EFFICIENCY

FOCUS ON
BRANDING
STRATEGY

Mainland Market Expansion

In the coming year, the expansion of “Lukfook” shops in Mainland will continue to focus on
opening licensed shops in fourth- and fifth-tier cities. As for the development of new brands,
including the “3DG Jewellery” brand acquired by the Group on 12 January 2024, the Group
aims to mainly add licensed shops in the Mainland as well. In addition, the Group is also
committed to further developing its e-commerce business and strengthening cooperation with
various e-commerce platforms in the Mainland. At the same time, it will also optimise its own
e-commerce platform, aiming to sustain the growth in e-commerce revenue. In light of the
enormous spending potential of young consumers on online sales platforms, the Group will
continue its endeavours to promote the sales of affordable luxury jewellery products to expand
its footprint in the young consumer market.

– 37 –
Branding Strategy

While the Group continuously strengthens its brand image and positioning, it enhances
product quality assurance, improves service quality, optimises support for licensees and
adopts a multi-brand strategy to meet various market needs. Following the launch of various
sub-brands/product lines “ Goldstyle ” , “ Lukfook Joaillerie” and “ Heirloom Fortune ” , the
Group launched a sub-brand “Love LUKFOOK JEWELLERY” in May 2023 and added the
“3DG Jewellery” brand after the acquisition of HKRH in January 2024, in order to appeal to
the younger generation for the affordable luxury market. The Group will persist in penetrating
and targeting the middleclass, wedding, and Generation Z markets while seizing development
opportunities. It also focuses on enhancing visual merchandising, boosting cross-selling
efforts, conducting VIP promotional activities, and collaborating with other industries or
brands to improve sales and profits. The Group will continue allocating resources to various
online media and APPs, including RED, Tiktok, Bilibili, to reach target customers and further
enhance synergy between online and offline sales channels. The Group also recognises the
importance of environmental protection and climate change, as well as the awareness of
environmental protection among stakeholders, including consumers, and thus the Group
will set up a long-term goal of carbon reduction to enhance the Group’s contribution to
environmental protection.

Operational Efficiency

In order to enhance its competitive edge, the Group will improve its operational efficiency by
revamping its supply chain management, implementing full automation, big data management,
and data analytics system. The Group will also strive to maximise employees’ productivity by
cultivating and nurturing cultures of continuous improvement and innovation.

FINAL DIVIDEND

The Board proposed a final dividend of HK$0.64 per ordinary share for the year ended 31
March 2024 (2023: final dividend of HK$0.55 per ordinary share) to shareholders whose
names appear on the register of members of the Company on 22 August 2024. Taking into
account of the interim dividend and the special interim dividend (by way of distribution in
specie of HKRH shares) paid, the total dividend for the year would amount to HK$1.41 per
ordinary share, totalling HK$826,871,000 for the year (2023: HK$1.10 per ordinary share,
totalling HK$645,818,000). Subject to the approval of the shareholders at the forthcoming
annual general meeting (the “AGM”) of the Company to be held on 15 August 2024, the final
dividend will be paid on or around 4 September 2024.

CLOSURE OF REGISTER OF MEMBER

The register of members of the Company for the AGM will be closed from 12 August 2024
to 15 August 2024, both days inclusive, during which period no transfer of shares will be
registered. In order to qualify for attendance at the AGM to be held on 15 August 2024, all
transfers accompanied by the relevant share certificates must be lodged with the Company’s
share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services
Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong for registration not later than 4:30 p.m. on 9 August 2024.

– 38 –
The register of members of the Company for the final dividend will also be closed on 22
August 2024 and no transfer of shares will be registered on that day. In order to qualify for the
final dividend, all transfers accompanied by the relevant share certificates must be lodged with
the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong
Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 21 August 2024.

CORPORATE GOVERNANCE

The Board and management of the Company are committed to maintaining good corporate
governance practices and procedures. The corporate governance principles of the Company
place emphasis on a quality Board, sound risk management and internal controls as well
as transparency and accountability to all shareholders. During the Year under review, the
Company has adopted the principles and complied with all code provisions and, where
applicable, the recommended best practices of the Corporate Governance Code (the
“Corporate Governance Code”) as set out in Appendix C1 (formerly Appendix 14) to the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the
“Listing Rules”), except for the following deviation:

Code Provision C.2.1 of the Corporate Governance Code as contained in Appendix C1


(formerly Appendix 14) to the Listing Rules provides that the roles of chairman and chief
executive should be separate and should not be performed by the same individual, so that there
is a clear division of responsibilities for the management of the Board and the day-to-day
management of the Group’s business to ensure a balance of power and authority.

With the business growth deriving from the Mainland market, it is believed that Mr. WONG
Wai Sheung, being the Chairman and Chief Executive Officer of the Company, will further
enhance the business development of the Group in the Mainland market due to the norms
on “status parity” when future business negotiations are conducted in Mainland. Besides,
members of the Board also include qualified professionals and other prominent and
experienced individuals from the community. The Board considers that the existing Board
composition, with the assistance of the Board Committees and the Deputy Chairman, can
ensure a balance of power and authority.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company adopts the Model Code for Securities Transactions by Directors of Listed
Issuers as set out in Appendix C3 (formerly Appendix 10) to the Listing Rules (the “Model
Code”) as a code of conduct regarding directors ’ securities transactions. Having made specific
enquiries of all directors, the Company confirmed that all directors have complied with the
required standard set out in the Model Code and its code of conduct regarding directors’
securities transactions during the Year under review.

PURCHASE, SALE OR REDEMPTION OF SECURITIES

Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the
Company’s listed securities during the Year under review.

– 39 –
REVIEW OF FINANCIAL STATEMENTS

The Audit Committee of the Company has reviewed the consolidated financial statements of
the Group for the year ended 31 March 2024.

SCOPE OF WORK OF AUDITOR

The figures in respect of the Group ’s consolidated balance sheet, consolidated income
statement, consolidated statement of comprehensive income and the related notes thereto
for the year ended 31 March 2024 as set out in the preliminary results announcement
have been agreed by the Group ’s auditor, PricewaterhouseCoopers, to the amounts
set out in the Group ’s draft consolidated financial statements for the year. The work
performed by PricewaterhouseCoopers in this respect did not constitute an assurance
engagement and consequently no opinion or assurance conclusion has been expressed by
PricewaterhouseCoopers on the preliminary results announcement.

PUBLICATION OF ANNUAL RESULTS AND ANNUAL REPORT 2023/24

This annual results announcement is published on the websites of the Hong Kong Exchanges
and Clearing Limited (the “HKEx”) (www.hkexnews.hk) and the Company (lukfook.com).
The Annual Report 2023/24 will be despatched to the shareholders of the Company and will
be published on the websites of the HKEx and the Company in due course.

APPRECIATION

On behalf of the Board, I would like to extend my heartfelt gratitude to all our staff members,
shareholders, customers, business partners and other stakeholders for their strong support and
contributions to the Group’s success. Moving forward, the Group will continue to implement
pragmatic and sound growth measures, strengthen its competitive advantages and further
consolidate its leading position in the market with a view to generating sustainable returns for
our shareholders and establishing a new benchmark for corporate excellence.

By Order of the Board


Luk Fook Holdings (International) Limited
WONG Wai Sheung
Chairman & Chief Executive Officer

Hong Kong, 28 June 2024

As at the date of this announcement, the Company ’s Executive Directors are Mr. WONG
Wai Sheung (Chairman and Chief Executive Officer), Mr. WONG Ho Lung, Danny (Deputy
Chairman), Ms. WONG Hau Yeung, Ms. WONG Lan Sze, Nancy and Dr. CHAN So Kuen; the
Non-executive Directors are Mr. TSE Moon Chuen, Mr. HUI Chiu Chung, JP and Mr. LI Hon
Hung, BBS, MH, JP; the Independent Non-executive Directors are Mr. IP Shu Kwan, Stephen,
GBS, JP, Mr. MAK Wing Sum, Alvin, Ms. WONG Yu Pok, Marina, JP and Mr. HUI King Wai.

– 40 –

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