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1、ANNUAL REPORT2023/2024(Incorporated in the Cayman Islands with limited liability)Stock Code:8475Stock Code:8475(Incorporated in the Cayman Islands with limited liability)E-STATION GREENTECHNO OGY GROUP CO.,LIMITEDL易站綠色科技集團有限公司CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED(THE“STOC
2、K EXCHANGE”AND THE“GEM”,RESPECTIVELY)GEM has been positioned as a market designed 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
3、 in such companies and should make the decision to invest only after due and 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
4、 on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market 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 co
5、mpleteness 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 report.This report,for which the directors(the“Directors”and each a“Director”)of E-Station Green Technology Group Co.,Limited(the“Company”)
6、together with its subsidiaries,(the“Group”)collectively and individually accept full responsibility,includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM(the“GEM Listing Rules”)for the purpose of giving information with regard to the Company.The Directors
7、,having made all reasonable enquiries,confirm that to the best of their knowledge and belief,(i)the information contained in this report is accurate and complete in all material respects and not misleading or deceptive,and(ii)there are no other matters the omission of which would make any statement
8、herein or this report misleading.Corporate Information3Chairmans Statement5Management Discussion and Analysis8Biographical Information of Directors and Senior Management16Corporate Governance Report19Directors Report40Environmental,Social and Governance Report59Independent Auditors Report87Consolida
9、ted Statement of Profit or Loss and Other Comprehensive Income89Consolidated Statement of Financial Position90Consolidated Statement of Changes in Equity92Consolidated Statement of Cash Flows94Notes to the Consolidated Financial Statements96Financial Summary167ContentsE-STATION GREEN TECHNOLOGY GROU
10、P CO.,LIMITEDANNUAL REPORT 2023-202403Corporate InformationBoard of DirectorsExecutive DirectorsMr.Li Junjian(Chairman)(appointed as Chairman on 13 December 2023)Mr.Chiang Ming Chun(Vice-Chairman)Mr.Yeap Wei Han,Melvyn(Chief Financial Officer)Mr.Liang Qianyuan1Ms.Wong Pui Kei Peggy2Mr.Zhou Junqi(Cha
11、irman)3Non-Executive DirectorMr.Su Shiyi4Independent Non-Executive DirectorsMr.Chau Wing NamMs.Huang Weiyan5Mr.Lee Ming Yeung,Michael6Mr.Lei Xiongpeng7Compliance OfficerMr.Yeap Wei Han,MelvynAuthorised RepresentativesMr.Li Junjian8Mr.Chu Pui Ki Dickson CPAMr.Zhou Junqi3Company SecretaryMr.Chu Pui Ki
12、 Dickson CPABoard CommitteesAudit CommitteeMr.Chau Wing Nam(Chairman)Ms.Huang Weiyan5Mr.Lee Ming Yeung,Michael6Mr.Lei Xiongpeng7Remuneration CommitteeMs.Huang Weiyan(Chairman)5Mr.Chau Wing NamMr.Lee Ming Yeung,Michael(Chairman)6Mr.Lei Xiongpeng7Nomination CommitteeMr.Chau Wing Nam(Chairman)(redesign
13、ed as the Chairman on 15 October 2024)Ms.Huang Weiyan5Mr.Lee Ming Yeung,Michael6Mr.Lei Xiongpeng(Chairman)7AuditorTARGET CPA LIMITEDRegistered Public Interest Entity AuditorUnit E,22/F.Tower A,Billion Centre1 Wang Kwong RoadKowloon,Hong KongNotes:1.Appointed on 16 May 20242.Resigned on 11 June 20243
14、.Resigned on 13 December 20234.Appointed on 27 October 20235.Appointed on 31 May 20246.Resigned on 31 May 20247.Appointed on 14 September 2023,resigned on 15 October 20248.Appointed on 13 December 2023E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202404Corporate Information(Continue
15、d)Principal BankerUnited Overseas Bank80 Raffles PlaceUOB PlazaRepublic of Singapore 048624Registered Office in the Cayman IslandsWindward 3Regatta Office ParkPO Box 1350Grand Cayman KY11108Cayman IslandsHeadquarters and Principal Place of Business in Republic of Singapore1 Pemimpin Drive#0304 One P
16、emimpinSingapore 576151Principal Place of Business in Hong Kong21/F.,Grand Millennium Plaza181 Queens Road CentralSheung Wan,Hong KongPrincipal Share Registrar and Transfer OfficeOcorian Trust(Cayman)LimitedWindward 3,Regatta Office ParkP.O.Box 1350Grand Cayman KY11108Cayman IslandsHong Kong Branch
17、Share Registrar and Transfer OfficeBoardroom Share Registrars(HK)LimitedRoom 2103B,21/F148 Electric RoadNorth PointHong KongStock Code8475Board Lot5,000 SharesCompanys W.hkE-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202405Chairmans StatementDear Shareholders,On behalf of the board
18、 of Directors(the“Board”),I present the annual report of the Company for the year ended 31 August 2024(the“Year”).OverviewDuring the Year,the Groups revenue was approximately HKD3,277,000(2023:HKD34,291,000),representing a decrease of approximately 90.4%as compared with the year ended 31 August 2023
19、(“2023”).The Group recorded a profit of approximately HKD40,073,000(2023:loss of HKD13,879,000)for the Year.The profit for the Year was mainly due to the disposal gain on the sale of the Singapore business.Business Review and ProspectThe Group is headquartered in the Republic of Singapore(“Singapore
20、”)and used to have multi-brand restaurants that are operated under a franchise model.The Group mainly offers Chinese and Western cuisines and focuses on casual dining concepts,targeting the middle-income mass market in Singapore,Hong Kong and Mainland China.Meanwhile,the Group is also developing its
21、 food supply chain business,which has started to bear fruit in the Mainland China market.During the Year,we have been closely reviewing the financial performance of all our restaurants and adjusting the business strategies from time to time in order to drive our business growth.However,the exception
22、ally fierce competition in food and beverage industry as customers dietary preferences and tastes change,coupled with the global macro-economy being in a post-pandemic recession,have adversely affected our results of operations.Therefore,the Group decided to close down all of its eleven self-operate
23、d restaurants and one central kitchen during the Year,which was mainly due to(i)the under-performance of the restaurants and(ii)termination of lease agreements for restaurants.Meanwhile,the Group has also ventured into investment in the food and beverage business in Hong Kong,the PRC by acquiring a
24、51%equity interest in PDRs Dinning Limited as at 25 January 2024.PDRs Dinning Limited is principally engaged in the operation of western-style restaurants in Hong Kong under the business name of“風車 Windmill Restaurant&Bar”.In addition,the Group has expanded its food ingredients trading business in S
25、henzhen and commenced substantive plans for cooperation in food and beverage services,including the establishment of Qiansheng Wine(Shenzhen)Co.,Ltd.*(千盛酒業（深圳）有限公司),and the establishment of E-Station(Shenzhen)Food Technology Co.,Ltd.*(易站（深圳）食品科技有限公司),a joint-venture with Light of Hope Health Technol
26、ogy(Shenzhen)Co.,Ltd.*(希望之光健康科技（深圳）有限公司).In additional,the Group has a number of projects with expansion potential under negotiation,among which the catering business of Nanjing Huayi Development CO.,Ltd.*(南京華意發展有限公司),as detailed in the announcement dated 22 November 2024,has been agreed.It is belie
27、ved that the various business and co-operation plans will gradually become the Groups major source of income and enhance the interests of our shareholders in the future.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202406Chairmans Statement(Continued)Business Review and Prospect(Con
28、tinued)With a management team having capabilities and experience,the Group is optimistic in our operations in the coming years as we are implementing the following measures.Firstly,we are still striving to focus on the brands under franchise model which we believe to have greater growth potential an
29、d adding multiple collaborations to maintain our market position.Besides,we devote more resources on exploring new business opportunities in order to develop our market position in other regions,such as Singapore,Hong Kong Special Administrative Region(“HKSAR”)and the Peoples Republic of China(“PRC”
30、).Looking forward,the Group intends to extend the restaurant network to HKSAR and PRC.Along with(i)the development of the Guangdong-Hong Kong-Macao Greater Bay Area;(ii)HKSAR Government actively encourages tourists to visit HKSAR;and(iii)the trend of cross-border consumption of Hong Kong citizens fo
31、r shopping in the PRC,they offer opportunities for the Group to increase the revenue stream.The Group plans to(i)develop more catering businesses in the Guangdong-Hong Kong-Macao Greater Bay Area;(ii)develop more restaurant brands and continue to strengthen its regional presence,marketing efforts an
32、d information technology system;and(iii)push ahead with the development of its food supply chain business in Mainland China.The Group will also proactively seek potential business opportunities that may broaden the Groups source of income and enhance value to the shareholders of the Company(the“Shar
33、eholders”).For instance,since the affordable and high-quality food and beverage projects have increasingly become popular among Hong Kong citizens in recent years,the Group also has plans to develop a multi-brand catering business locally in Hong Kong in respond to the opportunities arising from the
34、 HKSAR governments efforts in promoting the development of the Northern Metropolitan and the redevelopment of old districts in recent years.According to the Groups announcement dated 18 April 2024,the Group entered into a memorandum of understanding with SDM Education Group Holdings Limited on 12 Ma
35、rch 2024 in relation to the Groups undertaking of the food and beverage services for all schools of SDM in Singapore upon completion of the intended cooperation.In addition,according to the Groups announcement dated 18 April 2024,the Group entered into a general partnership agreement with MTBL Globa
36、l Pte.Ltd.in relation to the Groups promotion of the Moutai Bulao Baijiu products,Chinese Baijiu mainly in the markets of Singapore,Hong Kong and Malaysia.The Group is also in discussion with a number of potential partners for the development of food and beverage brands and will make an announcement
37、 to our shareholders as soon as the details are finalized.It is believed that the Group will successfully emerge from the downturn caused by the closure of the food and beverage business in Singapore in the coming year and re-establish our position in the market,thus rewarding our shareholders for t
38、heir continued support to the Group.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202407Chairmans Statement(Continued)AppreciationLastly,on behalf of the Board,I would like to extend my sincere appreciation to the Shareholders,customers and business partners for their utmost support
39、 to the Group,and to express my gratitude to all management members and staff for their hard work and dedication throughout the Year.Li JunjianChairman and Executive DirectorSingapore,29 November 2024*For identification purposes onlyE-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-2024
40、08Management Discussion and AnalysisBusiness ReviewThe Group is a multi-brand restaurant group headquartered in Singapore.In 2024,based on the Companys business and market development situation,the Group,after careful consideration,closed down its original self-operated restaurant business in Singap
41、ore,and actively sought to carry out transformation and diversification of its business development,not excluding the major adjustments and development of its main restaurant business.At the end of the Year,the Group had a western restaurant operating in Hong Kong,and was developing its food supply
42、chain business with a view to providing customers with authentic and quality food.As of 31 August 2024,the Group owned one western restaurant operating in Hong Kong,a food supply chain trade company and a wine trade company established in Mainland China:The following table summarises the changes in
43、the number of the Groups self-operated restaurants during the Year:BrandChir Chir 313Masizzim 313Nipong Naepong 313WindmillTotalAs at 31 August 20231113Addition11Closure(1)(1)(1)(3)(Note1)(Note 1)(Note 1)(Note 2)As at 31 August 202411 Notes:1.On 30 November 2023,the Group ceased the operation of thr
44、ee restaurant businesses under the brands“Chir Chir”,“Masizzim”and“Nipong Naepong”due to the decline in operating results of the restaurants.By 31 August 2024,all formerly self-operated restaurants in Singapore were ceased.2.Windmill is a western restaurant operating in Hong Kong acquired by the Gro
45、up in January 2024,as detailed in the announcement published on 18 January 2024.The competition in the restaurant and catering market in Singapore is intensively competitive.While closing down the former self-operated restaurant business in Singapore,the management of the Company(the“Management”)has
46、 also started expanding its restaurant business in Hong Kong and its food supply chain business in Mainland China,believing that the restaurant management experience that the Group possesses will help to continue exploring in the industry and achieve further growth in the future when the conditions
47、are ripe.Looking ahead,the Group will expand its restaurant network to the HKSAR and the PRC.The Group plans to(i)continue to focus on and develop its restaurant business and seek more development opportunities in Southeast Asia,the Guangdong-Hong Kong-Macao Greater Bay Area and Mainland China;(ii)d
48、evelop more restaurant brands to enhance its market position,marketing efforts and management in each region;and(iii)vigorously develop the food supply chain business to provide more and better quality food to the society.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202409Managemen
49、t Discussion and Analysis(Continued)Financial ReviewRevenueThe Groups revenue is mainly generated from(i)restaurant operations;and(ii)sales of food ingredients.The following table sets forth the Groups revenue breakdown by nature for the Year and Year 2023.20242023HKD000%HKD000%Restaurant operations
50、2,85487.133,98599.1Sales of food ingredients3060.9Food supply chain services42312.9 Total3,277100.034,291100.0 Restaurant operationsThe restaurant revenue was mainly derived from the operation of Windmill restaurant in Hong Kong.During the Year,revenue generated from restaurant operations amounted t
51、o approximately HKD2,854,000,representing a decrease of approximately 91.6%from the previous year.The decrease was mainly attributable to the Groups cessation of the operation of its self-operated restaurants in Singapore from the previous year to the financial Year.The shops that were closed during
52、 the Year and their respective closure dates are set out below:Chir Chir 313 30 November 2023Masizzim 313 30 November 2023Nipong Naepong 313 30 November 2023Food supply chain servicesRevenue from food supply chain services mainly represented revenue from sales of food through the operation of Shenzh
53、en Qiansheng Holdings CO.,Ltd.*(深圳千盛控股有限公司).Revenue from the food supply chain services for the Year amounted to HKD423,000.*For identification purposes onlyE-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202410Management Discussion and Analysis(Continued)Financial Review(Continued)Co
54、st of inventories consumedCost of inventories consumed primarily consisted of the cost of the food ingredients,beverages and packaging materials used in the operations of restaurants.The cost of inventories consumed decreased from approximately HKD8,168,000 in 2023 to approximately HKD861,000 in the
55、 Year,representing a decrease of approximately 89.5%as compared with 2023.During the Year,the decrease in cost of inventories consumed was in direct proportion to the decrease in revenue.Gross profit and gross profit marginThe Groups gross profit decreased from approximately HKD26,123,000 in 2023 to
56、 approximately HKD2,416,000 in the Year,while the gross profit margins were stable at 76.2%and 73.7%respectively.Other income and gains and(losses),netOther income and gains and(losses),net,increased from gains of approximately HKD1,583,000 in 2023 to gains of approximately HKD51,080,000 in the Year
57、.The increase was mainly due to the gain of HKD51,267,000 arising from the disposal of restaurant business in Singapore and impairment of goodwill on acquisition of PDR restaurant in Hong Kong of HKD526,000 as well as the gain of HKD343,000 on other items.Staff costsThe following table sets forth th
58、e breakdown of the Groups staff costs for the Year and Year 2023:20242023HKD000HKD000Directors remuneration7241,536Salaries and allowances4,40716,528Retirement benefit contributions1461,022Share options expense472 Total5,74919,086 The decrease was mainly attributable to(i)cessation of operation of s
59、elf-operated restaurants;(ii)adjustments to the remuneration packages of operating staff;and(iii)reduction in manpower.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202411Management Discussion and Analysis(Continued)Financial Review(Continued)Depreciation and amortisationDepreciatio
60、n and amortisation decreased from approximately HKD5,193,000 in 2023 to approximately HKD562,000 in the Year,representing a decrease of approximately 89.2%as compared with 2023.Such decrease was mainly due to the decrease in depreciation expenses on plant and equipment and right-of-use assets.Rental
61、 and related expensesAll of the premises of the Groups self-operated restaurants,central kitchen and office were leased during the Year.Rental and related expenses decreased from approximately HKD6,539,000 in 2023 to approximately HKD561,000 in the Year,representing a decrease of approximately 91.4%
62、as compared with 2023.Such decrease in the rental and related expenses was mainly due to the disposal of restaurants in Singapore.The following table extracted the cost of lease payments for our operations:20242023HKD000HKD000Depreciation of right-of-use assets4733,176Lease payments not included in
63、the measurement of lease liabilities131,710Impairment loss on right-of-use assets1,288Interest on lease liabilities75364 Total5616,538 Other operating expensesThe other operating expenses primarily consisted of service fee paid to third party delivery platforms,credit card commissions,cleaning expen
64、ses,legal and professional fees,travelling expenses,and other miscellaneous administrative expenses.Other operating expenses decreased from approximately HKD8,405,000 in 2023 to approximately HKD5,892,000 in the Year,representing a decrease of approximately 29.9%as compared with 2023.Such decrease w
65、as in line with the cessation of operation and disposal of self-operated restaurants in Singapore during the Year.Finance costsThe finance costs primarily consisted of interest expenses on interest-bearing other borrowings and lease liabilities.Finance costs decreased from approximately HKD1,028,000
66、 in 2023 to approximately HKD105,000 in the Year,representing a decrease of approximately 89.8%.Such decrease was mainly due to the decrease in interest incurred on interest-bearing other borrowings and lease liabilities.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202412Management
67、 Discussion and Analysis(Continued)Financial Review(Continued)Profit for the YearThe Group recorded a profit of approximately HKD40,073,000 for the Year(2023:loss of HKD13,879,000).The profit was mainly due to the closure of the Groups three remaining self-operated restaurants in Singapore on 30 Nov
68、ember 2023 and the disposal of the restaurant business in Singapore on 28 August 2024,which resulted in a gain on disposal of HKD51,267,000.Liquidity and Financial ResourcesAs at 31 August 2024,the Groups current ratio was 0.2(2023:0.2).The current ratio is calculated as total current assets at the
69、end of the year divided by total current liabilities at the end of the year.As at 31 August 2024,the Groups net gearing ratio was-1.2(2023:-1.1).Gearing ratio is calculated as total debt at the end of the year divided by total equity at the end of the year and multiplied by 100%.Total debt represent
70、s all borrowings and payables of the Group,including amounts due to non-controlling interests and interest-bearing other borrowings.The increase in the Groups net gearing ratio was mainly due to the change in total equity to asset deficit as a result of the losses incurred during the Year,while the
71、Groups total debt decreased by HKD26,278,000.As at 31 August 2024,the Groups total liabilities amounted to approximately HKD32,024,000(2023:HKD58,257,000),which included amounts due to a former director of the Company of HKD22,360,000.The management has closely monitored the liquidity position of th
72、e Group and has taken appropriate measures to ensure that it has sufficient resources to meet its financial obligations.As at 31 August 2024,the Group recorded net current liabilities of approximately HKD24,458,000(2023:HKD33,843,000)and net liabilities of approximately HKD23,760,000(2023:HKD48,818,
73、000).The net liabilities were mainly due to the accumulated operating loss.The foregoing conditions indicates that there is a material uncertainty in the Groups sustainable inflow of funds,which may cast significant doubt on the Groups ability to continue as a going concern.The Directors have carefu
74、lly considered the future liquidity and performance of the Group and its available sources of funding for its continuing operations.The Directors are of the opinion that the Group will have sufficient working capital to finance its operations for the foreseeable future and will be able to meet its f
75、inancial obligations as and when they fall due based on the Groups cash flow projections and after taking into account the following:(i)obtain a revolving loan facility of HKD65,000,000 from an independent third party,which is valid from 6 December 2023 to 31 January 2025.During the contractual peri
76、od,the Group is able to draw the loan amount at any time within a 2-day notice period;(ii)communicate with the former director about the extended repayment and debt-to-equity swap to reduce the Groups debt level.As at the date of this report,the Group has entered into a one-year extension agreement
77、with the former director and will continue to discuss the feasibility of debt-to-equity swap in the meantime;(iii)actively look for other investors interested in the development of the Company;(iv)consider expanding the business by acquiring profitable restaurants in other regions,such as in the HKS
78、AR or in the PRC,identify other premises for restaurant operations in Singapore;and(v)implement stringent expenditure control to continue to effectively manage its costs and optimise its operational efficiency.Capital StructureThe Companys issued shares were successfully listed on GEM of the Stock E
79、xchange on 13 August 2018.As at 31 August 2024,the total number of issued ordinary Shares was 58,382,280 with a par value of HKD0.1 each(31 August 2023:52,800,000 shares).On 21 September 2023 and 30 November 2023,2,112,000 and 1,888,000 shares were allotted and issued upon exercise of options grante
80、d under the Share Option Scheme of the Company.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202413Management Discussion and Analysis(Continued)Capital Structure(Continued)On 19 March 2024,1,582,280 Shares were issued as consideration shares under the General Mandate at the issue pr
81、ice of HKD0.632 per consideration share,for the acquisition of 51%of interest in PDRs Dining Limited,a limited company incorporated in Hong Kong and is principally engaged in Western cuisine restaurant operations in Hong Kong under the business name of“風車 Windmill Restaurant&Bar”.Details of which ar
82、e disclosed in the announcements of the Company dated 18 January 2024 and 12 March 2024.The capital structure of the Group comprises of issued share capital and reserves.Change of Company Name,Stock Short Names and Company LogoSubsequent to the passing of a special resolution approving the change of
83、 company name by the Shareholders by way of poll at the annual general meeting held on 29 February 2024,the certificate of incorporation on change of name was issued by the Registrar of Companies in the Cayman Islands on 8 March 2024 certifying the change of the English name of the Company from“K Gr
84、oup Holdings Limited”to“E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITED”and the change of the dual foreign name in Chinese of the Company from“千盛集團控股有限公司”to“易站綠色科技集團有限公司”,both of which took effect from 8 March 2024.The certificate of registration of alteration of name of registered non-Hong Kong compan
85、y was issued by the Companies Registry in Hong Kong on 21 March 2024,confirming the registration of the Companys new English and Chinese names of“E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITED”and“易站綠色科技集團有限公司”,respectively,in Hong Kong under Part 16 of the Companies Ordinance(Chapter 622 of the Laws
86、of Hong Kong).Following the change of company name,the stock short name of the Company for trading in the Shares on the Stock Exchange changed from“K GROUP HLDGS”to“E-STATION GTECH”in English and from“千盛集團控股”to“易站綠色科技”in Chinese,with effect from 9:00 a.m.on 3 April 2024.The stock code of the Company
87、 remains unchanged as“8475”.Following the change of company name,the following logo:was adopted by the Company as the company logo with effect from 27 March 2024.Constitutional DocumentsThe third amended and restated memorandum and articles of association of the Company(the“M&A”)were adopted on 29 F
88、ebruary 2024 to reflect the change of company name.A copy of the M&A is posted on the respective websites of the Stock Exchange(www.hkexnews.hk)and the Company.Save as disclosed above,there was no further change in the M&A for the Year.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-2
89、02414Management Discussion and Analysis(Continued)Acquisition of 51%of PDRs Dining LimitedOn 18 January 2024,the Company(as purchaser)and Law Wai Leung(the“Vendor”)entered into the sale and purchase agreement(the“Sale and Purchase Agreement”),pursuant to which the Company agreed to acquire and the V
90、endor agreed to sell 765,000 shares of PDRs Dining Limited(the“Target Company”)(representing 51%of the total issued shares of the Target Company)at a total consideration of HKD1 million(the“Consideration”).Completion shall take place on the fifth Business Day after the date of the Sale and Purchase
91、Agreement or such other date as the Vendor and the Company may agree.After Completion,the Target Company became a subsidiary of the Company and its financial statements will be consolidated into the financial statements of the Group.On 12 March 2024,the Purchaser has decided to and the Vendor has ag
92、reed to satisfy the Consideration by the allotment and issue of 1,582,280 Consideration Shares to the Vendor(or its nominee(s)under the General Mandate at the issue price of HKD0.632 per Consideration Share upon Completion.The issue price of HKD0.632 represents a discount of approximately 16.84%to t
93、he closing price of HKD0.76 per Share as quoted on the Stock Exchange on 12 March 2024.On 19 March 2024,1,582,280 Consideration Shares were issued to the Vendor and the Completion was taken place on the same date.For details,please refer to the announcements of the Company dated 18 January 2024 and
94、12 March 2024.Principal Risks and UncertaintiesThe management believes that there are certain risks and uncertainties involved in the operations,some of which are beyond the Groups control.The management believes that the more significant risks relating to the Groups business are as follows:The Grou
95、p may not successfully develop the brands recently franchised to the Group;The business and operation of the Group are susceptible to product liability or food safety claims;We are subject to changes in consumer preferences;The Group may face intense competition from our competitors in the restauran
96、t and catering market;and Our operation may be adversely affected by any increase in staff costs in labour market,rental expenses and/or failure to renew existing leases of the leased properties on terms acceptable to us.A detailed discussion of the risk factors is further set forth in the section h
97、eaded“Risk Factors”in the prospectus of the Company dated 31 July 2018(the“Prospectus”).Foreign Currency Exposure RisksThe Groups operations are mainly denominated in RMB and HKD(2023:RMB,SGD and MYR)with a small extent in other foreign currencies.As such,the Group did not have a significant exposur
98、e to foreign exchange risk.The Group currently does not have a foreign currency hedging policy.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202415Management Discussion and Analysis(Continued)Treasury PoliciesThe management will continue to follow a prudent policy in managing the Gr
99、oups cash balances and maintain a strong and healthy liquidity to ensure that the Group is well placed to take advantage of future growth opportunities.Significant Investments or Material Acquisitions and DisposalsSave as disclosed in this annual report,during the Year,the Group did not make any sig
100、nificant investments or material acquisitions and disposals of subsidiaries,associates or joint ventures.Capital CommitmentsAs at 31 August 2024,the Group did not have any capital commitments(2023:Nil).Future Plans for Material Investments or Capital AssetsSave as disclosed in this annual report,the
101、 Group has no concrete plan for future investments or acquisition of capital assets in place as at the date of this annual report.Contingent Liabilities and Pledge of AssetsAs at 31 August 2024,the Group did not have any significant contingent liabilities and pledge of assets(2023:Nil).E-STATION GRE
102、EN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202416Biographical Information of Directors and Senior ManagementExecutive DirectorsMr.Li Junjian(“Mr.Li”),aged 64,was appointed as an executive Director(the“ED”)on 25 July 2023 and appointed as the chairman of the Board(the“Chairman”)on 13 December
103、2023.He obtained a completion certificate for special training program for Chinese language(中文專修科)from Hangzhou University in 1988.He further pursued postgraduate study of Philosophy of Science and Technology(Contemporary Technology and Economic Management)in Zhejiang University and obtained complet
104、ion certificate in 2000.Currently,he is the director of 易站綠色科技集團有限公司(E-station Green Technology Group Limited*)which is principally engaged in provision of resource recycling technical consultation service in China.Besides,he has over 20 years of working experience in various China government depart
105、ments,including Supervision Bureau of Yuhuan City,Zhejiang Province.He is familiar with and has a thorough understanding of Mainland Chinas governmental matters.Mr.Chiang Ming Chun(“Mr.Chiang”)(whose former name was Chiang Kai Leung),aged 52,was appointed as ED and vice-chairman on 31 October 2022.M
106、r.Chiang is a senior district director of AIA International Limited leading a team of over 500 insurance/financial advisers and the co-founder of CASH Family Office,a subsidiary of CASH Financial Services Group Limited(stock code:510).Currently,he is the president and chief strategy officer of the g
107、lobal franchise and patent service of the Group.He has a well-established social network in different industries and possesses extensive experience in business management.Mr.Chiang was awarded the Youth Leader Award from the First Junior Chamber International Lion Rock in 2007 and won the Maple Elit
108、e Award from the Canadian University Association in 2011.In addition,Mr.Chiang is also a keen servant of the charitable work,as he also served as a member of the Development Committee of the board of Hong Kong Adventist Hospital Tsuen Wan and the director of the board of Pok Oi Hospital and Yan Chai
109、 Hospital for many sessions.In 2011,he appointed as the chairman of the Preparatory Committee for Lang Lang Music Life Sharing Session*(郎朗音樂人生分享會籌委會).Mr.Yeap Wei Han,Melvyn(“Mr.Yeap”),aged 41,is a co-founder of the Group,the chief financial officer(the“CFO”)and an ED.Mr.Yeap is responsible for overs
110、eeing the financial matters of the Group.He was appointed as a Director on 24 January 2018 and re-designated as an ED on 10 February 2018.Mr.Yeap is currently a director of K Food Holdings,K Bright and K Wealth.Mr.Yeap obtained a Diploma in Information Technology(Computer Studies)from Ngee Ann Polyt
111、echnic in Singapore in August 2003.He then obtained a Bachelor of Technology in Mechanical Engineering from National University of Singapore in June 2009.He further obtained a Master of Science in Financial Economics from Singapore Management University in May 2017.Prior to joining the Group,Mr.Yeap
112、 worked as an associate manager in AIA Group Limited in Singapore from September 2006 to November 2008.From November 2008 to July 2012,he worked as an unit manager in HSBC Insurance(Singapore)Pte.Limited.Mr.Yeap started working as a field representative in Prudential Assurance Company Singapore(Pte)
113、Limited in July 2012,and has been a group financial services director since March 2017.Save for the Company,Mr.Yeap has not held any directorship in any public listed company in the past three years.Mr.Yeap is a director of Canola Investment Holdings Limited(“Canola”)which owns 5.22%of the issued Sh
114、ares.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202417Biographical Information of Directors and Senior Management(Continued)Executive Directors(Continued)Mr.Liang Qianyuan(“Mr.Liang”)formerly known as Liang Benlan(梁本蘭),aged 67,was appointed as an executive director on 16 May 2024
115、.He has years of experience in the fields of banking and corporate advisory in the PRC.He obtained a diploma of special training programme for government and party cadre(黨政幹部專修科)from Guangdong Radio and Television University*(廣東廣播電視大學)(now known as the Open University of Guangdong)in July 1986.Curre
116、ntly,he serves as a director of K Group(Shenzhen)Holding Group Company Limited*(千盛（深圳）控股集團有限公司),a PRC subsidiary of the Group.Non-Executive DirectorMr.Su Shiyi(“Mr.Su”),aged 33,was appointed as a non-executive Director on 27 October 2023.He graduated from Beijing Institute of Business(北京工商學院)with a
117、bachelor degree in computer application in 2011 and obtains a master degree in business administration from Graduate School of Chinese Academy of Social Sciences(中國社會科學院研究生院)in 2013.In October 2013,he won the third prize in the 2nd China Innovation and Entrepreneurship in Henan Division(中國創新創業大賽河南賽區
118、)and 5th“National University Science and Technology Park Cup”Science and Technology Innovation Competition(“國家大學科技園杯”科技創新大賽).In addition,he won the excellence award in the enterprise group in 3rd China Innovation and Entrepreneurship in Henan Division for the company he was working for at the time i
119、n 2014.He is experienced in corporate management and has in-depth knowledge in the field of technology innovation.From April 2016 to July 2018,he was the general manager of a development company in Henan.From August 2018 to March 2020,he was the deputy general manager of a technology company in Hena
120、n.Currently,he is the associate head of a science and technology research institute in Beijing.Independent Non-Executive DirectorsMr.Chau Wing Nam(“Mr.Chau”),aged 37,was appointed as INED on 6 June 2022.Mr.Chau is the chairman of the AC and NC and a member of RC.He obtained his Bachelors degree in A
121、ccounting and Accounting Technologies from the Curtin University of Technology in August 2012.He has been a member of Hong Kong Institute of Certified Public Accountants since May 2017.He has over ten years of experience in auditing,accounting and corporate management and is currently responsible fo
122、r corporate finance,mergers and acquisitions matters,investors relations,corporate governance as well as compliance affairs.He is currently an independent non-executive director of China Bozza Development Holdings Limited(now known as China Health Technology Group Holding Company Limited)(Stock Code
123、:1069),a company listed on Main Board of the Stock Exchange,since August 2023 and an independent non-executive director of RMH Holdings Limited(Stock Code:8437),a company listed on GEM of the Stock Exchange,since March 2024.He was an independent non-executive director of Mobile Internet(China)Holdin
124、gs Limited(Stock Code:1439),a company listed on Main Board of the Stock Exchange,from February 2023 to August 2024.Ms.Huang Weiyan(“Ms.Huang”),aged 48,was appointed as an independent non-executive director on 31 May 2024.Ms.Huang is the chairman of RC,member of each of the AC and NC.She has over 20
125、years of working experience in financial management.She graduated from China Central Radio and TV University(now known as the Open University of China)with associates degree in accounting in 2007.Following her graduation from the university,she has held positions at the managerial level in financial
126、 within different PRC companies.Currently,she is working as a financial manager in a property management company located in Zhongshan City.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202418Biographical Information of Directors and Senior Management(Continued)Company SecretaryMr.Ch
127、u Pui Ki Dickson(“Mr.Chu”)aged 40,was appointed as the company secretary of the Company(the“Company Secretary”)on 18 October 2021.Mr.Chu is a member of the Hong Kong Institute of Certified Public Accountants since February 2011.He has over 10 years of relevant experience in accounting and auditing a
128、nd has experience in tax,internal control matters and holding position of company secretary in other listed companies listed on the Stock Exchange.He is currently serving as the company secretary and providing professional corporate services to companies listed in the main board and GEM of the Stock
129、 Exchange.He is currently the independent non-executive director of China Silver Technology Holdings Limited(Stock Code:515),a company listed on Main Board of the Stock Exchange,since September 2024.Compliance OfficerMr.Yeap is the compliance officer of the Company.For his biographical information,p
130、lease see“Executive Directors”in this section.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202419Corporate Governance ReportPursuant to Rule 18.44(2)of the GEM Listing Rules,the Board is pleased to present hereby the corporate governance report of the Company for the year ended 31
131、August 2024(the“Year”).Corporate Governance PracticesThe Company is committed to fulfilling its responsibilities to its Shareholders and protecting and enhancing Shareholders value through good corporate governance.The management recognises the importance of incorporating elements of good corporate
132、governance in the management structures,internal control and risk management procedures of the Group so as to achieve effective accountability.The Company has adopted the code provisions as set out in the Corporate Governance Code(the“CG Code”)as contained in Appendix C1 to the GEM Listing Rules.Dur
133、ing the Year,the Board is of the view that the Company has complied with all applicable code provisions set out in the CG Code.Non-compliance with Rules 5.05(1),5.05A and 5.28 of the GEM Listing RulesReference is made to the announcement of the Company dated 15 October 2024 in relation to its non-co
134、mpliance with Rules 5.05(1),5.05A and 5.28 of the GEM Listing Rules.Following the resignation of the former Director on 15 October 2024,the Company has failed to meet the following requirements:(1)the requirement under Rule 5.05(1)of the GEM Listing Rules which stipulates the board of directors of a
135、 listed issuer must include at least three independent non-executive directors;(2)the requirement under Rule 5.05A of the GEM Listing Rules which stipulates an issuer must appoint independent non-executive directors representing at least one-third of the board;and(3)the requirement under Rule 5.28 o
136、f the GEM Listing Rules which stipulates that the audit committee must comprise a minimum of three members.The Company is in the process of identifying suitable candidate to fill the vacancy.The Company will continue to use its best endeavours to ensure that suitable candidate is appointed as soon a
137、s practicable.Further announcement(s)will be made by the Company as and when appropriate in this regard.Securities Transactions by DirectorsThe Company has adopted the required standard of dealings in the securities(the“Required Standard of Dealings”)as contained in Rules 5.48 to 5.67 of the GEM Lis
138、ting Rules as the code of conduct for dealing in the securities of the Company by the Directors.In response to a specific enquiry made by the Company on each of the Directors,all Directors have confirmed that they had complied with the Required Standard of Dealings during the Year.E-STATION GREEN TE
139、CHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202420Corporate Governance Report(Continued)Board of DirectorsResponsibilitiesThe Board is primarily responsible for overseeing and supervising the management of the business affairs and the overall performance of the Group.The Board sets the Groups value
140、s and standards and ensures that the requisite financial and human resources support is in place for the Group to achieve its objectives.The functions performed by the Board include but are not limited to formulating the Groups business and investment plans and strategies,deciding all significant fi
141、nancial(including major capital expenditure)and operational issues,developing,monitoring and reviewing the Groups corporate governance practices and all other functions reserved to the Board under the Companys articles of association(the“Articles of Association”).The Board has established Board comm
142、ittees and has delegated to these Board committees various responsibilities as set out in their respective terms of reference.The Board may from time to time delegate certain functions to management of the Group if and when considered appropriate.Management is mainly responsible for the execution of
143、 the business plans,strategies and policies adopted by the Board and other duties assigned to it from time to time.The Directors have full access to information of the Group and are entitled to seek independent professional advice in appropriate circumstances at the Companys expense.The Board is the
144、 ultimate decision-making body for all matters considered material to the Group,and it is directly,and indirectly through various Board Committees,responsible for performing the corporate governance duties as set out in code provision A.2.1 of the CG Code,which include:(a)to develop and review the C
145、ompanys policies and practices on corporate governance and make recommendations to the Board;(b)to review and monitor the training and continuous professional development of Directors and senior management;(c)to review and monitor the Companys policies and practices on compliance with legal and regu
146、latory requirements;(d)to develop,review and monitor the code of conduct and compliance manual(if any)applicable to employees and Directors;and(e)to review the Companys compliance with the CG Code and disclosures in the Corporate Governance Report.The Board has also delegated various responsibilitie
147、s to the Board Committees.Further details of the Board Committees are set out below in this annual report.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202421Corporate Governance Report(Continued)Board of Directors(Continued)CompositionThe Company is committed to holding the view th
148、at the Board should include a balanced composition of executive Directors and non-executive Directors(including INEDs)so that there is a strong independent element on the Board,which can effectively exercise independent judgment.As at the date of this report,the Board comprises the following seven D
149、irectors:Executive DirectorsMr.Li Junjian(Chairman)Mr.Chiang Ming Chun(Vice-Chairman)Mr.Yeap Wei Han,Melvyn(Chief Financial Officer)Mr.Liang Qianyuan(appointed on 16 May 2024)Non-Executive DirectorMr.Su ShiyiIndependent Non-Executive DirectorsMr.Chau Wing NamMs.Huang Weiyan(appointed on 31 May 2024)
150、The biographical details of each of the Directors are set out in the section headed“Biographical Information of the Directors and Senior Management”of this report.Save as disclosed in the section headed“Biographical Information of Directors and Senior Management”of this annual report,to the best kno
151、wledge of the Board,there were no other financial,business,family and other material/relevant relationships among the members of the Board as at the date of this annual report.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202422Corporate Governance Report(Continued)Board of Director
152、s(Continued)Composition(Continued)The INEDs have brought in a wide range of business and financial expertise,experience and independent judgement to the Board.Through active participation in the Board meetings and serving on various Board committees,all INEDs will continue to make various contributi
153、ons to the Company.Each of Mr.Liang and Ms.Huang has obtained the legal advice on 16 May 2024 referred to in Rule 5.02D of the GEM Listing Rules and has confirmed that he/she understood his/her obligations as a director of the Company.The Company has received an annual confirmation of independence i
154、n writing from each of the INEDs pursuant to Rule 5.09 of the GEM Listing Rules.Based on such confirmation and not aware of any unfavourably reported incidents,the Company considers that all the INEDs are independent and have met the independence guidelines as set out in Rule 5.09 of the GEM Listing
155、 Rules.During the Year,the Chairman had held one meeting with the INEDs without the presence of other executive Directors.Proper insurance coverage has been arranged by the Company to cover the Directors against any liability incurred by them in their discharge of their duties.Directors Induction an
156、d Continuing Professional DevelopmentDirectors shall keep abreast of regulatory developments and changes in order to effectively perform their responsibilities and to ensure that their contribution to the Board remains informed and relevant.Each of the Directors has received a formal,comprehensive a
157、nd tailored induction on the first occasion of his appointment to ensure that he has a proper understanding of the Companys operations and business and is fully aware of the Directors responsibilities under statute and common law,the GEM Listing Rules,other legal and regulatory requirements and the
158、Companys business and governance policies.Directors should participate in appropriate continuous professional development to develop and refresh their knowledge and skills.During the Year,all the Directors have been provided with relevant reading material including legal and regulatory update for th
159、eir reference and studying.All the Directors have also provided the Company a record of training they received during the Year.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202423Corporate Governance Report(Continued)Board of Directors(Continued)Meetings of the Board and the Shareho
160、lders and Directors Attendance RecordsThe Board is scheduled to meet four times a year at approximately quarterly intervals with notice given to the Directors at least 14 days in advance.For all other Board meetings,notice will be given in a reasonable time in advance.The Directors are allowed to in
161、clude any matter in the agenda that is required for discussion and resolution at the meeting.To enable the Directors to be properly briefed on issues arising at each of the Board meetings and to make informed decisions,an agenda and the accompanying Board papers will be sent to all Directors at leas
162、t three days before the intended date of the Board meeting,or such other period as agreed.The Company Secretary is responsible for keeping all Board meetings minutes.Draft and final versions of the minutes will be circulated to the Directors for comments and record respectively within a reasonable t
163、ime after each meeting and the final version is open for the Directors inspection.The attendance record of each Director at the Board committee meetings held during the Year and the annual general meeting of the Company(“AGM”)held on 29 February 2024 is set out in the table below:Attendance/Number o
164、f MeetingsName of DirectorBoardAGMAudit CommitteeNomination CommitteeRemuneration CommitteeMr.Li Junjian12/121/1NANANAMr.Chiang Ming Chun4/121/1NANANAMr.Yeap Wei Han,Melvyn0/120/1NANANAMr.Liang Qianyuan12/2NANANANAMs.Wong Pui Kei Peggy210/111/1NANANAMr.Zhou Junqi36/6NANANANAMr.Su Shiyi48/81/1NANANAM
165、r.Chau Wing Nam12/121/14/44/45/5Ms.Huang Weiyan51/1NANANANAMr.Lee Ming Yeung,Michael69/111/14/44/44/5Mr.Lei Xiongpeng711/111/14/43/34/4Notes:1.Appointed on 16 May 20242.Resigned on 11 June 20243.Resigned on 13 December 20234.Appointed on 27 October 20235.Appointed on 31 May 20246.Resigned on 31 May
166、20247.Appointed on 14 September 2023,resigned on 15 October 2024E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202424Corporate Governance Report(Continued)Board of Directors(Continued)Meetings of the Board and the Shareholders and Directors Attendance Records(Continued)During the yea
167、r ended 31 August 2024,the Board also reviewed the implementation and effectiveness of mechanisms to ensure independent views and input are available to the Board.Taking into account the following channels,the Board considered that the Company had in place mechanisms which remain effective to ensure
168、 a strong independent element on the Board:a sufficient number of three independent non-executive Directors representing at least one-third of the Board and all of them continue to devote adequate time contribution to the Company;the independent non-executive Directors have an equal status to other
169、Board members;all independent non-executive Directors share their views and opinions through regular meetings;annual meeting between the Chairman and all independent non-executive Directors without presence of other Directors providing effective platform for the Chairman to listen independent views
170、on various issues concerning the Group;interaction with management and other Board members including the Chairman outside the boardroom upon request by the Directors;and independent professional advice would be provided to independent non-executive Directors upon reasonable request to assist them to
171、 perform their duties to the Company.Board Diversity PolicyThe Board has adopted a“Board Diversity Policy”(the“Policy”)which sets out the approach to achieve diversity on the Board and the Nomination Committee is responsible for monitoring the implementation of the Policy.In assessing the Board comp
172、osition,the Nomination Committee would take into account various aspects as well as factors concerning Board diversity as set out in the Policy,including but not limited to gender,age,cultural and educational background,or professional experience etc.The Nomination Committee will discuss any revisio
173、ns which may be required,and recommend any such revisions to the Board for consideration and approval.The Board will review the implementation and effectiveness of the Policy on an annual basis to ensure its continued effectiveness.The Group will also ensure that there is gender diversity when recru
174、iting staff at mid to senior level and engage more resources in career development and training female staff with the aim of promoting them to the senior management or directorship of the Company;and will continue to apply the principle of appointments based on merits with reference to the Policy as
175、 a whole.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202425Corporate Governance Report(Continued)Board of Directors(Continued)Board Diversity Policy(Continued)The Board places emphasis on diversity(including gender diversity)across all levels of the Group.The employee gender ratio
176、 of the Group as at 31 August 2024 is 1.18 male:1 female.The Group when hiring employees considers a number of factors,including but not limited to gender,age,cultural and education background,qualification,ethnicity,professional experience,skills,knowledge and length of service,and the Group will m
177、ake sure achieving gender diversity across the workforce.The Board considers that the gender ratio in the workforce(including senior management)is satisfactory.Yet,the Group will still(i)periodically review internal records on gender diversity;(ii)identify suitable female candidates for relevant pos
178、itions within the Company;and(iii)try to ensure that there is gender diversity when recruiting staff at mid to senior level and engage more resources in career development and training female staff with the aim of promoting them to the senior management or directorship of the Company.The Board curre
179、ntly comprises of 7 Directors,one of which are female.The Board is currently of the opinion that it generally meets the diversity requirements under the GEM Listing Rules.Yet,the Board will continue to take opportunities to increase the proportion of female members over time as and when suitable can
180、didates are identified and will review the implementation and effectiveness of the Policy on an annual basis to ensure its continued effectiveness.During the year ended 31 August 2024,the Nomination Committee has reviewed the independence of the independent non-executive Directors,to consider the qu
181、alifications of the retiring directors standing for election at the AGM,to review the structure,size and composition of the Board and to review the Policy.In identifying and selecting suitable candidates for directorships,the Nomination Committee would consider the candidates character,qualification
182、s,experience,independence and other relevant criteria necessary to complement the corporate strategy and achieve Board diversity,where appropriate,before making recommendation to the Board.Board CommitteesThe Board has established three Board Committees,namely the Audit Committee,the Nomination Comm
183、ittee and the Remuneration Committee to oversee particular aspects of the Companys affairs.The Board Committees are provided with sufficient resources to discharge their duties.Audit CommitteeThe Audit Committee was established on 23 July 2018 with written terms of reference in compliance with the G
184、EM Listing Rules and the CG Code.The written terms of reference of the Audit Committee are published on the respective websites of the Stock Exchange and the Company.The Audit Committee comprises all the INEDs,namely Mr.Chau and Ms.Huang.Mr.Chau is the chairman of the Audit Committee.E-STATION GREEN
185、 TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202426Corporate Governance Report(Continued)Board Committees(Continued)Audit Committee(Continued)The principal roles and functions of the Audit Committee include but are not limited to:making recommendations to the Board on the appointment,re-appointme
186、nt and removal of the external auditor,considering the external auditors proposed audit fees,approving its remuneration and terms of engagement,and handling any question regarding its resignation or dismissal;reviewing and monitoring the external auditors independence and objectivity and the effecti
187、veness of the audit process in accordance with applicable standards and discussing with the external auditor on the nature and scope of the audit and reporting obligations before the audit commences;developing and implementing a policy on engaging external auditor to supply non-audit services and re
188、porting to the Board,identifying and making recommendations on any matters where action or improvement is needed;monitoring the integrity of the Companys financial statements and annual reports and accounts,half-year reports and quarterly reports,and reviewing significant financial reporting judgmen
189、ts contained in them;discussing problems and reservations arising from the interim limited review and final audits,and any matters the auditors may wish to discuss;reviewing the Companys financial controls,and the Groups risk management and internal control systems;discussing the risk management and
190、 internal control systems with management to ensure that management has performed its duty to have such effective systems;reviewing the external auditors management letter,any material query raised by the auditor to management about accounting records,financial accounts or systems of control and man
191、agements response;reviewing the Companys statement on internal control systems prior to endorsement by the Board;where an internal audit function exists,reviewing the internal audit programme,ensuring co-ordination between the internal and external auditors and ensuring that the internal audit funct
192、ion is adequately resourced and has appropriate standing within the Company,and reviewing and monitoring its effectiveness;E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202427Corporate Governance Report(Continued)Board Committees(Continued)Audit Committee(Continued)preparing work re
193、ports for presentation to the Board and preparing summary of work reports for inclusion in the Companys interim and annual reports;considering major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and managements response to t
194、hese findings;reviewing the Groups financial and accounting policies and practices;ensuring that the Board will provide a timely response to the issues raised in the external auditors management letter;directly reporting to the Board on the matters in these terms of reference,and on their decisions
195、or recommendations,unless there are legal or regulatory restrictions on their abilities to do so(such as a restriction on disclosure due to regulatory requirements);reviewing the arrangements that the employees of the Group can use,in confidence,to raise concerns about possible improprieties in fina
196、ncial reporting,internal control or other matters;acting as the key representative body for overseeing the Companys relations with the external auditor;discussing problems and qualified opinion,if any,arising from the half-year and annual audit,and any matter the external auditor may wish to discuss
197、(in the absence of management where necessary);setting the scope for internal control review;meeting with the auditor,at least annually,in the absence of management,to discuss matters relating to its audit fees,any issue arising from the audit and any other matter that the auditor may wish to raise;
198、obtaining from the audit firm annually,information about policies and processes for maintaining independence and monitoring compliance with relevant requirements,including those for rotation of audit partners and staffs;and considering other topics as defined by the Board.E-STATION GREEN TECHNOLOGY
199、GROUP CO.,LIMITEDANNUAL REPORT 2023-202428Corporate Governance Report(Continued)Board Committees(Continued)Audit Committee(Continued)During the Year,the Audit Committee held four meetings,at which it:approved TARGET CPA LIMITED as the auditor of the Group and the corresponding audit plan;reviewed th
200、e financial statements for the year ended 31 August 2023 and six months ended 28 February 2024;reviewed the effectiveness of the risk management and internal control systems,and such review covered all material controls including financial control;reviewed the adequacy of resources,staff qualificati
201、ons and experience,training programmes and budgets of the Groups accounting,internal audit and financial reporting functions;and reviewed the external auditors findings.The Companys annual results for the year ended 31 August 2024 have been reviewed by the Audit Committee.Remuneration CommitteeThe R
202、emuneration Committee was established on 23 July 2018 with written terms of reference in compliance with the GEM Listing Rules and the CG Code.The written terms of reference of the Remuneration Committee are published on the respective websites of the Stock Exchange and the Company.The Remuneration
203、Committee comprises all the INEDs,namely Ms.Huang and Mr.Chau.Mr.Chau is the chairman of the Remuneration Committee.The principal roles and functions of the Remuneration Committee include but are not limited to:making recommendations to the Board on the Companys policies and structure for the remune
204、ration of all Directors and Senior Management and on the establishment of a formal and transparent procedure for developing a policy on such remuneration in accordance with,among others,his/her respective experience,responsibilities,workload,performance and time devoted to the Company;having the del
205、egated responsibility to determine the specific remuneration packages of all executive Directors and Senior Management(as defined in Note to E.1.2 of the CG Code,Appendix C1 to the GEM Listing Rules),including benefits in kind,pension rights and compensation payments,including any compensation payab
206、le for loss or termination of their office or appointment,and making recommendations to the Board on the remuneration packages of all executive Directors and Senior Management;making recommendations to the Board on the remuneration of the NEDs;E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPOR
207、T 2023-202429Corporate Governance Report(Continued)Board Committees(Continued)Remuneration Committee(Continued)reviewing and approving managements remuneration proposals by reference to corporate goals and objectives resolved by the Board from time to time;reviewing and approving the remuneration pa
208、yable to the executive Directors and the Senior Management in connection with any loss or termination of their office or appointment to ensure that such remuneration is determined in accordance with relevant contractual terms and that such remuneration is otherwise fair and not excessive for the Com
209、pany;reviewing and approving the compensation arrangements relating to the dismissal or removal of the Directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any remuneration payment is otherwise reasonable and appropriate;revi
210、ewing and/or approve matters relating to share schemes under Chapter 23 of the GEM Listing Rules;ensuring that no Director or any of his associates(as defined in the GEM Listing Rules)is involved in deciding his own remuneration;and with respect to any service contracts of the Directors that require
211、 the Shareholders approval under Rule 17.90 of the GEM Listing Rules,advising the Shareholders as to whether the terms are fair and reasonable,whether such contracts are in the interests of the Company and its Shareholders as a whole,and as to how to vote.The Remuneration Committee held five meeting
212、s amongst other matters,reviewed and recommended to the Board for consideration certain remuneration-related matters of the Directors and the Senior Management,recommend the Board for consideration of the remuneration of proposed appointment of the Directors and reviewed the Share Option Scheme.Each
213、 of the Directors who are the chairman or members of the Remuneration Committee attended the above meeting in the relevant capacity.Nomination CommitteeThe Nomination Committee was established on 23 July 2018 with written terms of reference in compliance with the CG Code.The written terms of referen
214、ce of the Nomination Committee are published on the respective websites of the Stock Exchange and the Company.The Nomination Committee comprises all the INEDs,namely Mr.Chau and Ms.Huang.Ms.Huang is the chairman of the Nomination Committee.The principal roles and functions of the Nomination Committe
215、e include but are not limited to:reviewing the structure,size and composition(including the skills,knowledge and experience)of the Board on a regular basis and making any change recommendations to the Board after such review;identifying individuals suitably qualified to become Board members and sele
216、cting or making recommendations to the Board on the selection of,individuals nominated for directorships;E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202430Corporate Governance Report(Continued)Board Committees(Continued)Nomination Committee(Continued)assessing the independence of
217、the INEDs,having regard to the requirements under the GEM Listing Rules;and making recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and the succession planning for the Directors,in particular,the Chairman and the CEO.The Nomination Committee
218、 held four meetings,amongst other matters,reviewed the structure,size and composition of the Board,assessed the independence of the INEDs and recommended to the Board for consideration the re-appointment of the retiring Directors at the forthcoming AGM and appointment of new Directors.Each of the Di
219、rectors who are the chairman or members of the Nomination Committee attended the above meeting in the relevant capacity.Procedure and Process for Nomination of DirectorsThe Nomination Committee will recommend to the Board for the appointment of a Director,including an INED in accordance with the fol
220、lowing procedures and process:(a)The Nomination Committee will,giving due consideration to the current composition and size of the Board,develop a list of desirable skills,perspectives and experience at the outset to focus the search effort;(b)The Nomination Committee may consult any source it consi
221、ders appropriate in identifying or selecting suitable candidates,such as referrals from existing Directors,advertising,recommendations from an independent agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:(i)diversity in
222、 the aspects including but not limited to gender,age,experience,cultural and educational background,expertise,skills and know-how;(ii)sufficient time to effectively carry out their duties;their services on other listed and non-listed companies should be limited to reasonable numbers;(iii)qualificati
223、ons,including accomplishment and experience in the relevant industries the Companys business is involved in;(iv)independence(for INEDs);(v)reputation for integrity;(vi)potential contributions that the individual can bring to the Board;and(vii)commitment to enhance and maximize Shareholders value;E-S
224、TATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202431Corporate Governance Report(Continued)Board Committees(Continued)Procedure and Process for Nomination of Directors(Continued)(c)The Nomination Committee may adopt any process it considers appropriate in evaluating the suitability of t
225、he candidates,such as interviews,background checks,presentations and third party reference checks;(d)Upon considering a candidate suitable for the directorship,the Nomination Committee will hold a meeting and/or by way of written resolutions to,if thought fit,approve the recommendation to the Board
226、for appointment;(e)The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment and the proposed remuneration package;and(f)The Board will have the final authority on determining the selection of nominees and all appointment of Directors will
227、be confirmed by the filing of the consent to act as Director of the relevant Director(or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director,as the case may be)to be filed with the Companies Registry of Hong Kong.Corporate Governance Functio
228、nsThe Board is responsible for performing the corporate governance functions which include:developing and reviewing the Companys policies and practices on corporate governance;reviewing and monitoring the training and continuous professional development of the Directors and the Senior Management;rev
229、iewing and monitoring the Companys policies and practices on compliance with legal and regulatory requirements;developing,reviewing and monitoring the code of conduct and compliance manual(if any)applicable to the Directors and the Groups employees;and reviewing the Companys compliance with the CG C
230、ode and disclosure in this Report.Appointment and Re-election of DirectorsEach of the EDs and non-executive Director has entered into a service contract with the Company and each of the INEDs has signed a letter of appointment with the Company.The service contracts with each of the ED and non-execut
231、ive Director and the letters of appointment with each of the INEDs are for a term of three years commencing from the date of the service contracts and letters of appointment.The service contracts and letters of appointment are subject to termination in accordance with their respective terms.The serv
232、ice contracts may be renewed in accordance with the memorandum and articles of association of the Company and the applicable GEM Listing Rules.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202432Corporate Governance Report(Continued)Appointment and Re-election of Directors(Continued
233、)All the Directors,including INEDs,are subject to retirement by rotation and eligible for re-election in accordance with the Articles of Association.At each AGM,one-third of the Directors for the time being,or,if their number is not a multiple of three,then the number nearest to but not less than on
234、e-third,shall retire from office by rotation,provided that every Director shall be subject to retirement by rotation at an AGM at least once every three years.A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the AGM at which he retires.The Dire
235、ctors to retire by rotation shall include(so far as necessary to ascertain the number of Directors to retire by rotation)any Director who wishes to retire and does not offer himself for re-election.Any further Directors so to retire shall be those of other Directors subject to retirement by rotation
236、 who have been the longest in office since their last re-election or appointment and so that as between the persons who became or were last re-elected Directors on the same day,those to retire shall(unless they otherwise agree among themselves)be determined by lot.A Director is not required to retir
237、e upon reaching any particular age.The Company may from time to time in general meeting by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director.Any Director so appointed shall be subject to retirement by rotation.The Board shall have the
238、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 additional Director.Any Director appointed by the Board to fill a casual vacancy shall hold office until the first annual general meeting of the Company after his appointment and be s
239、ubject to re-election at such meeting.Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following AGM and shall then be eligible for re-election.Any such Director appointed shall not be taken into account in determining which particular Di
240、rectors or the number of Directors who are to retire by rotation at an AGM.Remuneration of Directors and Senior ManagementParticulars of the Directors remuneration for the Year are set out in Note 11 to the consolidated financial statements.Pursuant to code provision E.1.5 of the CG Code,the remuner
241、ation of the members of the Senior Management(other than the Directors)whose particulars is contained in the section headed“Biographical Information of the Directors and Senior Management”in this report for the Year by band is set out below:Remuneration band(in HKD)Number ofindividualsNil to 1,000,0
242、004 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202433Corporate Governance Report(Continued)Independent Auditors RemunerationDuring the Year,the remuneration in respect of professional services provided by the external auditors of the Company,TARGET CPA LIMITED(“TARGET”),is set ou
243、t as follows:Description of services performedFee paid/payableHKD000Audit Services700 On 17 October 2022,D&PARTNERS CPA LIMITED,who were appointed as the Companys auditor to fill the casual vacancy arising from the resignation of Zenith CPA Limited on 14 October 2022.TARGET were appointed as the Com
244、panys auditor on 8 November 2023 to fill the casual vacancy arising from the resignation of D&PARTNERS CPA LIMITED on 8 November 2023.Save as disclosed above,there has been no other change of auditors for the preceding three years.The consolidated financial statements of the Group for the Year were
245、audited by TARGET.Directors Responsibility for the Financial StatementsThe Directors acknowledge their responsibilities for the preparation of the consolidated financial statements of the Group for the Year and ensure that they are prepared in accordance with statutory requirements and applicable ac
246、counting standards.The Directors also ensure the timely publication of such consolidated financial statements.The Directors confirm that,to the best of their knowledge and having made reasonable enquiries,they are not aware of any material uncertainties relating to events or conditions which may cau
247、se the Group not to continue as a going concern.The directors of the Company have been undertaking measures to improve the Groups liquidity and financial position,for details,please refer to“Liquidity and Financial Resources”in the“Management Discussion and Analysis”section.The external auditor of t
248、he Company,TARGET has stated its reporting responsibilities on the consolidated financial statements in the“Independent Auditors Report”included in this annual report.Details of the Audit Modification and Managements Position,View and Assessment on the Audit ModificationAs described under section he
249、aded“Basis for Disclaimer of Opinion”(“Audit Modification”)of the“Independent Auditors Report”,which indicates that the Group had net liabilities of approximately HKD23,760,000,of which approximately HKD22,360,000 of due to the former director of the Company was repayable on demand and the respectiv
250、e party have the right to demand immediate repayment of the entire outstanding balance as at 31 August 2024.Details are set out in notes 2 and 22 to the consolidated financial statements.As at 31 August 2024,the Groups cash and bank balances amounted to approximately HKD626,000 only.These conditions
251、 indicated the existence of material uncertainties which may cast significant doubt about the Groups ability to continue as a going concern.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202434Corporate Governance Report(Continued)Details of the Audit Modification and Managements Pos
252、ition,View and Assessment on the Audit Modification(Continued)The directors of the Company have been undertaking measures to improve the Groups liquidity and financial position.For details,please refer to“Liquidity and Financial Resources”in the“Management Discussion and Analysis”section.The validit
253、y of the going concern assumption on which the consolidated financial statements have been prepared depends on the outcome of these measures.The directors believe that,taking into account the above measures,the Group will have sufficient working capital to satisfy its present requirements for at lea
254、st next 18 months from the end of reporting period.However,the execution of each plan requires adequate time to communicate and determine,the auditor was unable to obtain sufficient appropriate audit evidence at the reporting date to provide a basis for an audit opinion on the consolidated financial
255、 statements and whether the consolidated financial statements have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.Action Plan of the Group to Address the Audit Modification and Impact of the Audit Modification on the Companys Financial Posi
256、tionIn order to address the uncertainties which may cast doubt regarding the Groups ability to continue as a going concern,the directors have given careful consideration to the future liquidity and performance of the Group and its available sources of finance to continue as going concern.In the opin
257、ion of the directors,the Group will have sufficient working capital to finance its operations and to meet it financial obligations as and when they fall due in the foreseeable future,based on the cash flow projections of the Group and after taking into consideration the following:(a)In order to meet
258、 the immediate working capital demand as stated above,the Group obtained a revolving loan facilities of approximately HKD65,000,000 from an independent third party which is effective from 15 December 2023 to 31 January 2025.During the contracted period,the Group is able to draw the loan amount at an
259、ytime with a 2-days notice period.(b)The Group will negotiate with the former director to reduce the Groups outstanding liabilities owned to him.(c)The Group is presently expanding its food supply chain business to diversify its operations and enhance its cash flow positivity.(d)The Group remains co
260、mmitted to implementing stringent expense controls as a continuous effort to manage costs effectively and optimize operational efficiency.By closely monitoring and scrutinizing expenses,the Group aims to identify areas for potential savings and ensure that resources are allocated judiciously.(e)The
261、Group will proactively pursue suitable investors to enhance its growth and inject further vitality into its development.Removal of the Audit ModificationThe management considered that the proposed measures mentioned above,if successful,could improve the Groups liquidity and therefore could help to a
262、ddress the Audit Modification.However,as the managements assessment of the Groups ability to continue as a going concern for the purposes of preparing the Groups consolidated financial statements for the year ending 31 August 2025 has to take into consideration of the future conditions and circumsta
263、nces and could only be made at the end of the relevant reporting period,the management is unable to ascertain at this moment whether the Audit Modification can be removed in the next financial year purely based on the Companys measures above.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT
264、2023-202435Corporate Governance Report(Continued)Risk Management and Internal ControlThe Company has in place policies and procedures in relation to risk management and internal control.The Board is primarily responsible for overseeing the risk management and internal control systems and for reviewi
265、ng their effectiveness.The Companys internal control system and procedures are designed to meet its specific business needs and to minimise its risk exposure.The Company has adopted different internal guidelines,along with written policies and procedures to monitor and lessen the impact of risks whi
266、ch are relevant to its business and control its daily business operations.Management will identify the risks associated with the Groups day-to-day operations for review by the Board.The Board is responsible for evaluating and determining the nature and extent of the risks that the Company is willing
267、 to take in achieving the Companys strategic objectives,and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems.The Board oversees management in the design,implementation and monitoring of the risk management and internal control
268、 systems.The Board acknowledges that such 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 but not absolute assurance against material misstatement or loss.As the Group does no
269、t have an internal audit department,the Group has engaged an external independent consultant to conduct an internal control review on the internal control system of the Group during the Year.The review covered certain business cycles and procedures undertaken by the Group and made recommendations fo
270、r improving and strengthening the system.The Directors were of the view that the internal control systems were adequate and sufficient in the circumstances.The Board,through the Audit Committee,has conducted a review of the effectiveness of the risk management and internal control systems of the Gro
271、up covering all material controls,including financial,operational and compliance controls functions.The Board considers that the Groups risk management and internal control systems are adequate and effective.The review of the risk management and internal control systems will be performed by the Boar
272、d annually.Internal Control SystemThe Company has in place an internal control system which enables the Company to achieve objectives regarding effectiveness and efficiency of operations,reliability of financial reporting and compliance with applicable laws and regulations.The components of the inte
273、rnal control system are shown as follow:Control Environment:a set of standards,processes and structures that provide the basis for carrying out internal control across the Group;Risk Assessment:a dynamic and iterative process for identifying and analyzing risks to achieve the Groups objectives,formi
274、ng a basis for determining how risks should be managed;Control Activities:action established by policies and procedures to help ensure that management directives to mitigate risks to the achievement of objectives are carried out;Information and Communication:internal and external communication to pr
275、ovide the Group with the information needed to carry out day-to-day controls;Monitoring:ongoing and separate evaluations to ascertain whether each components of internal control is present and functioning.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202436Corporate Governance Repor
276、t(Continued)Internal Control System(Continued)During the Year,the audit committee appointed external professional adviser to conduct an internal control review on the effectiveness of the Groups internal control systems.The external professional adviser is assigned with the task to perform reviews o
277、n operational,financial and compliance aspects and will alert the management on the review findings or irregularities,if any,advise on the implementation of necessary steps and actions to enhance the internal control systems of the Group.The risk management team had implemented rectifications and re
278、mediated internal weakness identified.The result of internal control review and agreed action plans are reported to the Audit Committee and the Board.The executive Director closely monitored the Groups business and corporate developments and events so that potential inside information would be ident
279、ified promptly.The Company regulates the handling and dissemination of inside information by restricting access to inside information to a limited number of employees and parties on a need-to-know basis.Employees who are in possession of inside information are conversant with their obligations to pr
280、eserve confidentiality.External parties,such as financial printer,are required to sign confidentiality agreement or non-disclosure agreement.Inside information remains confidential until the disclosure of such information is appropriately approved and the dissemination of such information is efficie
281、ntly and consistently made.Inside information shall be disseminated via the electronic publication system operated by the Stock Exchange before the information is released via other channels,such as the press or posting on the Companys website.Save as disclosed above,the Board has conducted a review
282、 of the effectiveness of the risk management and internal control system of the Group pursuant to D.2.1 of the CG Code and considers them effective and adequate.With a view of further enhancing the Groups internal control system on an ongoing basis,the Group will continue to engage external professi
283、onal advisers to conduct review and consider to establish a formal in-house internal audit department where necessary from time to time,taking into account the development of the business and the scale and complexity of our operation in future.Disclosure of Inside InformationThe Group acknowledges i
284、ts 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 decision.The procedures and internal controls for the handling a
285、nd dissemination of inside information are as follows:the Group conducts its affairs with close regard to the disclosure requirement under the GEM Listing Rules as well as the“Guidelines on Disclosure of Inside Information”published by the Securities and Futures Commission of Hong Kong in June 2012;
286、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 unauthorised use of confidentia
287、l 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 CFO are authorised to communicate with parties outside the Group.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANN
288、UAL REPORT 2023-202437Corporate Governance Report(Continued)Company SecretaryThe biography of Mr.Chu is set out in the section headed“Biographies of Directors and Senior Management”of this report.Mr.Chu confirmed that for the year under review,he has taken no less than 15 hours of relevant professio
289、nal training.All members of the Board have access to the advice and services of the Company Secretary.The appointment and removal of the Company Secretary will be subject to the approval of the Board at its meeting.Shareholders RightsProcedures for Putting Forward Proposals at Shareholders MeetingsT
290、here is no provision allowing Shareholders to make proposals or move resolutions at the AGMs under the Articles of Association or the laws of the Cayman Islands.Shareholders who wish to make proposals or move a resolution may,however,convene an extraordinary general meeting(the“EGM”)in accordance wi
291、th the“Procedures for Shareholders to convene an EGM”set out below.Procedures for Shareholders to Convene an EGMAny one or more Shareholders holding at the date of deposit of the requisition not less than 10%of the paid-up capital of the Company carrying the right of voting at general meetings of th
292、e Company(the“Eligible Shareholder(s)”)shall at all times have the right,by written requisition to the Board or the Company Secretary for the purpose of requiring an EGM to be called by the Board for the transaction of any business specified in such requisition,including making proposals or moving a
293、 resolution at the EGM.Eligible Shareholders who wish to convene an EGM for the purpose of making proposals or moving a resolution at the EGM must deposit a written requisition(the“Requisition”)signed by the Eligible Shareholder(s)concerned(the“Requisitionist(s)”)at the principal place of business o
294、f the Company in Hong Kong(presently 21/F.,Grand Millennium Plaza,181 Queens Road Central,Sheung Wan,Hong Kong)for the attention of the Company Secretary.The Requisition must state clearly the name(s)of the Requisitionist(s)concerned,his/her/their shareholding in the Company,the reason(s)to convene
295、an EGM and the proposed agenda.The Company will check the Requisition and the identity and shareholding of the Requisitionist(s)will be verified with the Companys branch share registrar in Hong Kong.If the Requisition is found to be proper and in order,the Company Secretary will ask the Board to con
296、vene an EGM and/or include the proposal(s)made or the resolution(s)proposed by the Requisitionist(s)at the EGM within two months after the deposit of the Requisition.On the contrary,if the Requisition has been verified as not in order,the Requisitionist(s)will be advised of the outcome and according
297、ly,the Board or the Company Secretary will not call for an EGM nor include the proposal(s)made or the resolution(s)proposed by the Requisitionist(s)at the EGM.If within 21 days of the deposit of the Requisition the Board or the Company Secretary fails to proceed to convene such EGM,the Requisitionis
298、t(s)himself/herself/themselves may do so in the same manner,and all reasonable expenses incurred by the Requisitionist(s)as a result of the failure of the Board or the Company Secretary to convene an EGM shall be reimbursed to the Requisitionist(s)by the Company.E-STATION GREEN TECHNOLOGY GROUP CO.,
299、LIMITEDANNUAL REPORT 2023-202438Corporate Governance Report(Continued)Shareholders Rights(Continued)Procedures for Shareholders to Send Enquires to the BoardShareholders may direct their enquiries about their shareholdings,share transfer/registration or their notification of change of their correspo
300、ndence address or dividend/distribution instructions to the Companys branch share registrar and transfer office in Hong Kong,Boardroom Share Registrars(HK)Limited at Room 2103B,21/F.,148 Electric Road,North Point,Hong Kong.Shareholders may send their enquiries and concerns to the Board by post to th
301、e headquarters and principal place of business of the Company in Singapore at 1 Pemimpin Drive,#0304 One Pemimpin,Singapore 576151 or by email to infoe-.hk for the attention of the Company Secretary.Upon receipt of the enquiries,the Company Secretary will forward the communications relating to:1.the
302、 matters within the Boards purview to the executive Directors;2.the matters within a Board committees area of responsibility to the chairman of the appropriate committee;and3.ordinary business matters,such as suggestions,enquiries and client complaints to the appropriate management of the Company.Co
303、mmunication with the ShareholdersThe Company has adopted shareholders communication policy with the objective of ensuring that the shareholders and potential investors are provided with ready,equal and timely access to balanced and understandable information about the Company.The Company has establi
304、shed several channels to communicate with the shareholders as follows:(i)Corporate communications such as annual reports,interim reports,quarterly reports and circulars are issued in printed form and are available on the Stock Exchanges website at www.hkexnews.hk and the Companys website at .hk;(ii)
305、Periodic announcements are published on the websites of the Stock Exchange and the Company;(iii)Corporate information is made available on the Companys website;and(iv)Annual and extraordinary general meetings provide a forum for the shareholders to make comments and exchange views with the Directors
306、 and senior management.The Company is dedicated to promoting investor relations and enhancing communication with the existing shareholders and potential investors.It welcomes suggestions from investors,stakeholders and the public.Enquiries to the Board or the Company may be sent by post to the Compa
307、nys principal place of business in Hong Kong.The Company has reviewed the implementation and effectiveness of the shareholder communication policy during the year ended 31 August 2024 and conclude that it is effective because some minority shareholders have personally approached the company and for
308、relevant news.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202439Corporate Governance Report(Continued)Whistleblowing PolicyThe whistleblowing policy has been put in place for all employees and those who have business dealings with the Group(including customers and suppliers)to dea
309、l with concerns related to fraudulent or unethical acts or non-compliances with laws and the Groups policies that have or could have significant adverse financial,legal or reputational impacts on the Group.They may raise concerns about the possible improprieties in any matters related to the Group,i
310、n person or in writing to the company secretary of the Company who shall report to the chairman of the Audit Committee in confidence and anonymity.The chairman of the Audit Committee shall then determine the course of action to pursue,with power to delegate,with respect to the report.Anti-Corruption
311、 PolicyThe Group has formulated its own anti-corruption policy to ensure the Directors and employees within the Group comply with the Hong Kong Prevention of Bribery Ordinance,the Criminal Law of the PRC,the Anti-Unfair Competition Law of the PRC and the Anti-Money Laundering Law of the PRC,where ap
312、plicable.The policy sets out the integrity and conduct requirements and policies or controls in place which applies to all Directors and employees of the Group at all levels,and external parties doing business with the Group and those acting in an agency or fiduciary capacity on behalf of the Group(
313、e.g.,agents,consultants and contractors).The policy is reviewed from time to time to ensure that it remains appropriate.Changes in the Information of Directors Pursuant to Rule 17.50A(1)of the GEM Listing RulesSave as disclosed in this report,the Company is not aware of any other change in Directors
314、 information which are required to be disclosed pursuant to Rule 17.50A(1)of the GEM Listing Rules since the publication of 2023 interim report of the Company and up to the date of this report.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202440Directors ReportThe Directors present
315、the annual report together with the audited consolidated financial statements of the Group for the Year.Principal ActivitiesThe principal activity of the Company is investment holding.The Group is a multi-brand restaurant group headquartered in Singapore,of which the restaurants are mainly operated
316、under a franchise model.Particulars of the principal activities of its subsidiaries are set out in note 1 to the consolidated financial statements.There were no significant changes in the nature of the Groups principal activities during the Year.Results and DividendsThe results and the state of affa
317、irs of the Group for the Year are set out in the consolidated financial statements on pages 89 to 166 of this annual report.The Board has resolved not to declare the payment of a final dividend for the Year(2023:Nil).Business ReviewThe business review of the Group for the Year is set out in the sect
318、ions headed“Chairmans Statement”and“Management Discussion and Analysis”on pages 5 to 15 of this annual report.A discussion and analysis of the activities of the Company as required by Schedule 5 to the Hong Kong Companies Ordinance,including a discussion of the principal risks and uncertainties faci
319、ng the Group and an indication of likely future developments in the Groups businesses,the compliance with relevant laws and regulations which have a significant impact on the Company,can be found in the“Management Discussion and Analysis”on pages 8 to 15 and“Corporate Governance Report”on pages 19 t
320、o 39.Such discussion forms part of this report.Financial SummaryA summary of the results and the assets and liabilities of the Group for each of the latest five financial years is set out on pages 167 to 168 of this annual report.This summary does not form part of the audited consolidated financial
321、statements.Dividend PolicyThe Company has adopted a dividend policy(the“Dividend Policy”),pursuant to which the Company may declare and distribute dividends to the shareholders of the Company(the“Shareholders”)to allow Shareholders to share the Companys profits and for the Company to retain adequate
322、 reserves for future growth.The declaration and payment of dividends are subject to the criteria set out in the Dividend Policy,shall remain to be determined at the absolute discretion of the Board and shall be in accordance with the applicable laws including the Companies Law,Chapter 22 of the Caym
323、an Islands and the requirements under the articles of association of the Company.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202441Directors Report(Continued)Dividend Policy(Continued)In deciding whether to propose a dividend and in determining an appropriate basis for dividend di
324、stribution,the Board will take into account the Groups actual and expected financial performance,shareholders interests,retained earnings and distributable reserves of the Company and each of the other members of the Group,the level of the Groups debts to equity ratio,return on equity and financial
325、covenants to which the Group is subject,possible effects on the Groups creditworthiness,any restrictions on payment of dividends that may be imposed by the Groups lenders,working capital and future expansion plans,liquidity position,taxation,statutory restrictions and general business conditions and
326、 strategies,and other factors that the Board considers appropriate.The Company will continually review the Dividend Policy and reserves the right in its sole and absolute discretion to update,amend and/or modify the Dividend Policy at any time.The Dividend Policy shall in no way constitute a legally
327、 binding commitment by the Company that dividends will be paid in any particular amount and/or in no way obligate the Company to declare a dividend at any time or from time to time.Charitable DonationsDuring the Year,the Group has not made charitable donation(2023:Nil).Plant and EquipmentDetails of
328、movements in the plant and equipment of the Group during the Year are set out in Note 14 to the consolidated financial statements.BorrowingsParticulars of borrowings of the Group as at 31 August 2024 are set out in Note 24 to the consolidated financial statements.Interest CapitalisedThe Group has no
329、t capitalised any interest during the Year(2023:Nil).Share CapitalDetails of the Companys share capital is set out in Note 27 to the consolidated financial statements.Pre-Emptive RightsThere is no provision for pre-emptive or similar rights under the laws of the Caymans Islands,being the jurisdictio
330、n in which the Company was incorporated or the Articles of Association which would oblige the Company to offer new shares on a pro-rata basis to the existing Shareholders.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDANNUAL REPORT 2023-202442Directors Report(Continued)ReservesDetails of movements in r
331、eserves of the Group and the Company during the Year are set out in the consolidated statement of changes in equity on page 92 and in Note 32 to the consolidated financial statements,respectively.Distributable ReservesUnder the Companies Law of the Cayman Islands,the Company may pay dividends out of
332、 the profit or the share premium account in accordance with the provisions of Articles of Association,provided that immediately following the date on which the dividend is proposed to be distributed,the Company remains able to pay the debts as and when they fall due in the ordinary course of busines
333、s.As at 31 August 2024,the Company didnt have reserves available for distribution to Shareholders comprising share premium and accumulated losses.Purchase,Sale or Redemption of Listed Securities of the CompanyDuring the Year and thereafter up to the date of this report(the“Compliance Period”),the Company did not redeem any of its listed securities,nor did the Company or any of its subsidiaries pur
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