诺发集团二零二三/二四年年报

Contents Corporate Information2Financial Highlights4Management Discussion and Analysis5Biographical Details of Directors31Report of the Directors37Corporate Governance Report55Environmental, Social and Governance Report81Independent Auditor’s Report126Consolidated Statement of Profit or Lossand Other Comprehensive Income133Consolidated Statement of Financial Position135Consolidated Statement of Changes in Equity137Consolidated Statement of Cash Flows138Notes to the Consolidated Financial Statements141Five-Year Financial Summary299 Corporate Information BOARD OF DIRECTORSExecutive Directors Ms. Woo Lan Ying(Chairman)(appointed on 9 January 2025)Mr. Deng ZhonglinMr. Wong Ka Shing(appointed on 6 September 2024)Mr. Wong Yuk Lun Alan (resigned on 9 January 2025)Mr. Lam Wai Hung (resigned on 9 January 2025) Non-executive Director Ms. Huang Chian Sandy (resigned on 2 November 2023) Independent Non-executive Directors Mr. Tsang Wing KiDr. Wong Kong Tin,JPMr. To Chun WaiMr. Choi Hung Fai (resigned on 16 July 2023) AUDIT COMMITTEE Mr. Tsang Wing Ki(Chairman)Dr. Wong Kong Tin,JPMr. To Chun Wai REMUNERATION COMMITTEE Dr. Wong Kong Tin,JP(Chairman)Ms. Woo Lan Ying(appointed on 9 January 2025)Mr. Tsang Wing KiMr. To Chun WaiMr. Wong Yuk Lun Alan(resigned on 9 January 2025) NOMINATION COMMITTEE Ms. Woo Lan Ying(Chairman)(appointed on 9 January 2025)Dr. Wong Kong Tin,JPMr. To Chun WaiMr. Wong Yuk Lun Alan (resigned on 9 January 2025)Mr. Choi Hung Fai (resigned on 16 July 2023) COMPANY SECRETARYMr. Kwong Chun Chung (appointed on 1 March 2025) Mr. Wong Ka Wah (appointed on 9 January 2025 andresigned on 1 March 2025)Mr. Tung Tat Chiu Michael (resigned on 9 January 2025) Corporate Information(Continued) AUTHORISED REPRESENTATIVESMr. Wong Ka Shing (appointed on 9 January 2025) Mr. Kwong Chun Chung (appointed on 1 March 2025)Mr. Wong Ka Wah (appointed on 9 January 2025 andresigned on 1 March 2025)Mr. Wong Yuk Lun Alan (resigned on 9 January 2025)Mr. Tung Tat Chiu Michael (resigned on 9 January 2025) AUDITORConfucius International CPA Limited Certified Public Accountant(appointed on 11 April 2024)HLM CPA LimitedCertified Public Accountants(resigned on 11 April 2024) LEGAL ADVISER AS TO HONG KONG LAWTung & Co. Solicitors Cricket Square REGISTERED OFFICECricket Square Hutchins DriveP.O. Box 2681Grand Cayman, KY1-1111Cayman Islands Hutchins DriveP.O. Box 2681Grand Cayman, KY1-1111Cayman Islands HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESSIN HONG KONGUnit E2, 8/F 198E2 Kingston International Centre19 Wang Chiu RoadKowloon Bay, KowloonHong Kong CAYMAN ISLANDS SHARE REGISTRAR ANDTRANSFER OFFICESuntera (Cayman) Limited Suite 3204, Unit 2ABlock 3, Building DP.O. Box 1586Gardenia CourtCamana BayGrand Cayman, KY1-1100Cayman Islands Suntera (Cayman) LimitedSuite 3204, Unit 2ABlock 3, Building DP.O. Box 1586Gardenia CourtCamana BayGrand Cayman, KY1-1100Cayman Islands HONG KONG BRANCH SHARE REGISTRAR ANDTRANSFER OFFICETricor Investor Services Limited 1617 17/F, Far East Finance Centre16 Harcourt RoadHong Kong PRINCIPAL BANKERSBank of China (Hong Kong) LimitedThe Hongkong and Shanghai Banking Corporation Limited STOCK CODE1360 1360 CORPORATE WEBSITEhttp://www.novahldg.com http://www.novahldg.com Financial Highlights Management Discussion and Analysis BUSINESS REVIEW NOVA Group Holdings Limited (the “Company”) and its subsidiaries(collectively, the “Group”) are principally engaged in the operationof cultural and entertainment comprehensive services platformand provision of loan and financing services. The Group hasdiscontinued its business in the organisation and sponsorship ofexhibitions and events for the year ended 30 June 2023. Revenue and segment results of the Group for the year ended 30June 2024 (the “Reporting Year”) and for the year ended 30 June2023 (the “Prior Year” or “2023”) are set out as follows: Management Discussion and Analysis(Continued) BUSINESS REVIEW(Continued) Exhibitions and Events Business As reported in the annual report of the Company for the year ended30 June 2023 (“2022/23 Annual Report”), we had discontinuedoperation of the exhibitions and events business segment, andhence no revenue from such business segment was recorded forthe Reporting Year. Cultural and Entertainment Business During the Reporting Year, revenue from our cultural andentertainment business contributed to approximately HK$31.6million, which represent 100.0% of the Group’s revenue. TheGroup’s revenue mainly comprised of approximately HK$13.1million, or approximately 41.3% and HK$18.2 million, orapproximately 57.5% from clubbing and entertainment operationand sales and distribution business respectively. 3,160100.0%1,31041.3%1,82057.5% COVID-19 As disclosed in the 2022/23 Annual Report and the interim reportof the Company for the six months ended 31 December 2023, theoutbreak of the COVID-19 pandemic, coupled with the subsequenteconomics downturn in the People’s Republic of China (“PRC”),has had a