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ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024

2024-06-25 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.Vico International Holdings Limited域高国际控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1621) ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024 FINANCIAL HIGHLIGHTS * Revenue increased by approximately 56.8% to HK$1595.1 million for the year ended 31 March 2024 from HK$1017.0 million for the year ended 31 March 2023. * Gross profit increased by approximately 8.2% to HK$48.3 million for the year ended 31 March 2024 from HK$44.7 million for the year ended 31 March 2023. * Net profit increased by approximately 92.5% to HK$16.9 million for the year ended 31 March 2024 from HK$8.8 million for the year ended 31 March 2023.* The Board does not recommend the payment of final dividend for the year ended 31 March 2024 (2023: Nil).ANNUAL RESULTS The board of directors (the “Board”) of Vico International Holdings Limited (the “Company”) is pleased to announce the audited consolidated annual results of the Company and its subsidiaries (collectively referred to as the “Group”) for the year ended 31 March 2024 (the “CurrentPeriod”) together with the comparative audited figures for the year ended 31 March 2023 (the “Corresponding Period”). The consolidated annual results of the Group have been reviewed by the audit committee of the Company (the “Audit Committee”).– 1 –CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2024 20242023 Notes HK$’000 HK$’000 Revenue 3 1595083 1017037 Cost of sales (1546744) (972344) Gross profit 48339 44693 Other income 5 2806 5331 Selling and distribution expenses (4657) (6417) Administrative and operating expenses (23696) (29195) Finance costs 6 (1456) (1514) Profit before tax 21336 12898 Income tax expense 7 (4403) (4102) Profit and total comprehensive income for the year 8 16933 8796 Earnings per share (HK cents) Basic and diluted 10 1.69 0.88 – 2 –CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2024 20242023 Notes HK$’000 HK$’000 Non-current assets Property plant and equipment 123332 70782 Investment properties 7197 67337 Right-of-use assets 664 2413 131193140532 Current assets Inventories 11602 10556 Trade and other receivables 11 90348 67246 Amount due from ultimate holding company 72 59 Income tax recoverable 4 268 Time deposit 5791 9421 Cash and cash equivalents 34160 32734 141977120284 Current liabilities Trade and other payables 12 10382 8098 Lease liabilities 790 1737 Bank borrowings 34369 43773 Income tax payables 4231 978 4977254586 Net current assets 92205 65698 Total assets less current liabilities 223398 206230 Non-current liabilities Lease liabilities – 790 Provision for long service payments 242 – Deferred tax liabilities 3133 2350 33753140 Net assets 220023 203090 Capital and reserves Share capital 13 10000 10000 Reserves 210023 193090 Total equity 220023 203090 – 3 –NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 1. GENERAL INFORMATION Vico International Holdings Limited (the “Company”) was incorporated in the Cayman Island as an exempted company with limited liability on 24 March 2017 under the Companies Law Cap. 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands and its shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 5 March 2018. The Company’s immediate and ultimate holding company is Max Fortune Holdings Limited (“Max Fortune”) a company incorporated in the British Virgin Islands (the “BVI”) with limited liability. The ultimate controlling parties are Mr. Hui Pui Sing (“Mr. Hui”) Ms. Tong Man Wah (“Ms. Tong”) spouse of Mr. Hui and Mr. Hui Yip Ho Eric (“Mr.Eric Hui”) son of Mr. Hui and Ms. Tong (the “Controlling Shareholders”). The addresses of the Company’s registered office and the principal place of business are at Tricor Services (Cayman Islands) Limited Third Floor Century Yard Cricket Square P.O. Box 902 Grand Cayman KY1–1103 Cayman Islands and Unit D 11/F Billion Plaza II No. 10 Cheung Yue Street Cheung Sha Wan Hong Kong respectively.The Company is an investment holding company. The Company and its subsidiaries (collectively referred to as the “Group”) are principally engaged in sales of diesel lubricant oil and others and provision of fleet cards service.The consolidated financial statements are presented in Hong Kong dollars (“HK$”) which is the same as the functional currency of the Company. 2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”) New and amendments to HKFRSs that are mandatorily effective for the current year In the current year the Group has applied the following new and amendments to HKFRSs issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) for the first time which are mandatorily effective for the Group’s annual period beginning on 1 April 2023 for the preparation of the consolidated financial statements: HKFRS 17 (including the October 2020 and Insurance Contracts February 2022 Amendments to HKFRS 17) Amendments to HKAS 8 Definition of Accounting Estimates Amendments to HKAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction Amendments to HKAS 12 International Tax Reform – Pillar Two model Rules Amendments to HKAS 1 and Disclosure of Accounting Policies HKFRS Practice Statement 2 The application of the new and amendments to HKFRSs in the current year has had no material impact on the Group’s financial positions and performance or the current and prior years and/or on the disclosures set out in these consolidated financial statements.– 4 –Amendments to HKFRSs issued but not yet effective The Group has not early applied the following amendments to HKFRSs that have been issued but are not yet effective: Amendments to HKFRS 10 and HKAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 1 Amendments to HKFRS 16 Lease Liability in a Sale and Leaseback 2 Amendments to HKAS 1 Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5 (2020) 2 Amendments to HKAS 1 Non-current Liabilities with Covenants 2 Amendments to HKAS 7 and HKFRS 7 Supplier Finance Arrangements 2 Amendments to HKAS 21 Lack of Exchangeability 3 1 Effective for annual periods beginning on or after a date to be determined. 2 Effective for annual periods beginning on or after 1 January 2024. 3 Effective for annual periods beginning on or after 1 January 2025. The directors of the Company anticipate that the application of all amendments to HKFRSs will have no material impact on the results and the financial position of the Group. 3. REVENUE 20242023 HK$’000 HK$’000 Revenue from contracts with customers within the scope of HKFRS 15 Disaggregated by major products Sales of diesel 1511507 937700 Provision of fleet cards service 33475 32434 Sales of lubricant oil 44427 36902 Sales of others 5674 10001 15950831017037 20242023 HK$’000 HK$’000 Disaggregation of revenue by timing of recognition Timing of revenue recognition At a point in time 1595083 1017037 – 5 –4. SEGMENT INFORMATION Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (the “CODM”) being the executive directors of the Company for the purposes of allocating resources and assessing performance.Specifically the Group’s reportable and operating segments under HKFRS 8 Operating Segments are as follow: (i) Sales of diesel (ii) Provision of fleet cards service (iii) Sales of lubricant oil (iv) Sales of others Geographical information An analysis of the Group’s revenue from external customers is presented based on the location of customers as below: 20242023 HK$’000 HK$’000 Hong Kong 1591524 1012025 Macau – 1100 Vietnam 1210 239 Dubai 1833 3137 Malaysia – 536 Korea 360 – India 156 – 15950831017037 The Group’s property plant and equipment and investment properties are solely located in Hong Kong.Information about major customers Details of the customers accounting for 10% or more of aggregate revenue of the Group are as follows: 20242023 HK$’000 HK$’000 Customer A1 296141 151333 Customer B1 254293 130207 Customer C1 186418 N/A 2 1 Revenue from sales of diesel and lubricant oil. 2 The corresponding revenue does not contribute over 10% of total revenue of the Group. – 6 –5. OTHER INCOME 20242023 HK$’000 HK$’000 Bank interest income 495 187 Government subsidies (Note) – 1003 Gain on disposal of property plant and equipment 1037 1583 Rental income from investment properties – Lease payments that are fixed 1052 2457 Others 222 101 28065331 Note: During the year ended 31 March 2023 the Group recognised government subsidies of approximately HK$121000 provided by the Hong Kong Productivity Council to support enterprises to adopt IT solutions to continue their business and services during the epidemic.During the year ended 31 March 2023 the Group recognised government subsidies of approximately HK$741000 in respect of COVID-19-related subsidies related to Employment Support Scheme provided by the Government of the Hong Kong Special Administrative Region under the Anti-Epidemic Fund.During the year ended 31 March 2023 the Group recognised government subsidies of approximately HK$141000 in respect of Phasing out Euro IV Diesel Commercial Vehicles – Ex-gratia Payment Scheme provided by the Government of Hong Kong Special Administrative Region.The government subsidies with no unfulfilled conditions or contingencies and recognised as other income upon receipts during the year ended 31 March 2023. 6. FINANCE COSTS 20242023 HK$’000 HK$’000 Interest expenses on: – Bank borrowings 1431 1433 – L ease liabilities 25 81 14561514 – 7 –7. INCOME TAX EXPENSE 20242023 HK$’000 HK$’000 Current income tax Hong Kong Profits Tax – Current year 4088 3351 – (Over) provision in prior year (468) (29) 36203322 Deferred taxation 783 780 44034102 8. PROFIT FOR THE YEAR 20242023 HK$’000 HK$’000 Profit for the year has been arrived at after charging (crediting): Directors’ emoluments 4096 4379 Other staff costs: Salaries and allowances 7535 8417 Contributions to retirement benefit scheme 321 310 Total staff costs 11952 13106 Auditor’s remuneration – Audit 550 550 – Non-audit 150 150 Cost of inventories recognised as expenses (included in cost of sales) 1528311 954360 Reversal of impairment loss on inventories (included in cost of sales) (101) (10) Bad debts written off – 362 (Reversal of) impairment loss on trade receivables net (2302) 3572 Impairment loss on other receivables 49 – Impairment loss on investment properties 318 – Depreciation of property plant and equipment 8189 6123 Depreciation of investment properties 322 2464 Depreciation of right-of-use assets 1749 2129 – 8 –9. DIVIDEND No dividend was paid or proposed for ordinary shareholders of the Company during 2024 nor has any dividend been proposed since the end of the reporting period (2023: nil). 10. EARNINGS PER SHARE The calculation of basic and diluted earnings per share attributable to owners of the Company is based on the following: 20242023 HK$’000 HK$’000 Earnings: Earnings for the purpose of basic and diluted earnings per share 16933 8796 20242023 Number of shares: Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share 1000000000 1000000000 The diluted earnings per share is equal to the basic earnings per share as there were no dilutive potential ordinary shares outstanding during the years ended 31 March 2024 and 2023.– 9 –11. TRADE AND OTHER RECEIVABLES 20242023 HK$’000 HK$’000 Trade receivables 47284 38010 Less: allowance for impairment of trade receivables (1270) (3572) 4601434438 Trade deposits paid 41343 29998 Deposits and prepayments 438 482 Receivables due from suppliers 2602 2328 4438332808 Less: allowance for impairment of other receivables (49) – 4433432808 9034867246 As at 31 March 2024 the gross amount of trade receivables arising from contracts with customers amounted to approximately HK$47284000 (2023: HK$38010000).The Group allows an average credit period of 15 to 30 days (2023: 15 to 30 days) to its trade customers. The following is an aged analysis of trade receivables presented based on the invoice date which approximates the respective revenue recognition dates at the end of the reporting period. 20242023 HK$’000 HK$’000 0 to 30 days 41945 32559 31 to 60 days 495 348 61 to 90 days 33 19 Over 90 days 3541 1512 4601434438 – 10 –12. TRADE AND OTHER PAYABLES 20242023 HK$’000 HK$’000 Trade payables (Note) 275 647 Trade deposits received 1503 951 Accrued directors’ emoluments 400 590 Other payables and accruals 8204 5910 103828098 Note: The aging analysis of trade payables presented based on the invoice dates at the end of the reporting period is as follows: 20242023 HK$’000 HK$’000 0 to 30 days 275 647 The average credit period on purchase of goods is from 30 days to 60 days. 13. SHARE CAPITAL Details of movements of authorised and issued share capital of the Company are as follows: Number of Share share capital HK$’000 Ordinary shares of HK$0.01 each Authorised: At 1 April 2022 31 March 2023 1 April 2023 and 31 March 2024 10000000000 100000 Issued and fully paid: At 1 April 2022 31 March 2023 1 April 2023 and 31 March 2024 1000000000 10000 – 11 –MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW The Group is principally engaged in the distribution of third-party branded petrochemicals the sales of the self-branded lubricant oil and provides fleet card services in Hong Kong. The petrochemical products of the Group include (i) diesel; (ii) lubricant oil (including self-branded lubricant oil and third-party branded lubricant oil); and (iii) other petrochemicals such as bitumen.The Group sourced semi-finished lubricant oil in bulk volume and finished lubricant oil from overseas suppliers for the in-house blending and repackaging into wholesale and retail packs for sales in Hong Kong.The Group is also an authorized reseller of fleet cards. As at 31 March 2024 the Group operated a total number of 53406 fleet card accounts (2023: 56193 fleet card accounts).Leveraging on the Group’s experience and competitive strengths for the Current Period the Group’s revenue gross profit and net profit were approximately HK$1595.1 million HK$48.3 million and HK$16.9 million respectively representing an increase of 56.8% increase of 8.2 % and increase of 92.5% respectively as compared with the Corresponding Period. The increase in profit for the Current Period was attributable to the increase in revenue mainly from sales of diesel upon the reopening of the China border.In 2023 the Group successfully maintained stable operations in the sales of diesel lubricant oil and fleet card services in Hong Kong benefiting from the gradual economic recovery and increased logistics demand following the reopening of the China border. After a comprehensive assessment of market demand and careful consideration of social consumption trends and economic restructuring in Hong Kong the Group strategically resumed domestic trading volumes of diesel.Under the current business strategies the Group achieved a total revenue of approximately HK$1595.1 million and a gross profit of approximately HK$48.3 million this year.BUSINESS PROSPECTS The business prospects for the Group remain cautiously optimistic amidst the backdrop of Hong Kong’s economic challenges. With reduced consumer spending and a sluggish property market the business environment demands a strategic approach. While fluctuations in demand for petrochemical products are expected particularly in industrial and commercial sectors our focus on product quality and customer service remains steadfast.– 12 –Despite the economic uncertainties the Group is committed to navigating through strategic planning operational efficiency and innovation. By maintaining high standards and adapting to market dynamics we aim to deliver consistent value to our stakeholders. Our resilience and dedication to excellence position us well to weather the challenges and seize opportunities for growth in the evolving economic landscape.FINANCIAL REVIEW Revenue During the Current Period the Group’s revenue amounted to HK$1595.1 million which increased by 56.8% as compared to that of HK$1017.0 million during the Corresponding Period. The increase in revenue was mainly due to the quantity of oil sold increase during the Current Period.Sales of diesel Our revenue from sales of diesel represents the sales of our diesel products which mainly include automotive diesel and industrial diesel. For the Current Period and the Corresponding Period our revenue generated from the sales of diesel amounted to approximately HK$1511.5 million and HK$937.7 million respectively representing 94.8% and 92.2% of the total revenue respectively.The sales quantity of diesel oil increased by approximately 99.7% from 135.0 million litres for the Corresponding Period to 269.7 million litres for the Current Period primarily attributed to the heightened demand in the logistics sector benefiting from the reopening of the China border.Sales of lubricant oil Our revenue from lubricant oil mainly represents the sales of lubricant oil which mainly include (i) the sales of our self-branded lubricant oil namely “AMERICO” “Dr. Lubricant” and “U-LUBRICANT”; and (ii) the sales of third-party branded lubricant oil. For the Current Period and the Corresponding Period our revenue from the sales of lubricant oil amounted to approximately HK$44.4 million and HK$36.9 million respectively representing 2.8% and 3.6% of the total revenue respectively.Our sales quantity of lubricant oil amounted to approximately 1.7 million litres and 2.7 million litres for the Current Period and the Corresponding Period respectively representing a decrease of approximately 37.0%.– 13 –Provision of fleet cards service Our income from the provision of fleet cards service is recognised on a net basis based on the difference between (a) gross proceeds received and receivables from fleet card holders; and (b) gross amounts paid and payable to oil companies. The gross proceeds received and receivables from fleet card holders represent the pump price less the fleet card discount offered by our Group to fleet card holders. Our fleet card customers used our fleet cards primarily for the purchase of diesel and petrol at network gas stations.For the Current Period and the Corresponding Period our revenue generated from the fleet cards service amounted to approximately HK$33.5 million and HK$32.4 million respectively representing 2.1% and 3.2% of the total revenue respectively.Sales of others Our revenue from other products mainly represents the sales of bitumen and kerosene. For the Current Period and the Corresponding Period our revenue from the sales of others amounted to approximately HK$5.7 million and HK$10.0 million respectively representing 0.4% and 1.0% of the total revenue respectively.Cost of sales Our cost of sales primarily consists of diesel costs lubricant oil costs other petrochemicals costs and sales commissions. Our purchase cost for diesel and third-party lubricant oil depends on the domestic purchase price offered by our oil suppliers with reference to the price index such as Europe Brent spot crude price.For the Current Period and the Corresponding Period our cost of sales amounted to approximately HK$1546.7 million and HK$972.3 million respectively representing an increase of approximately 59.1%. The trend of movement of our cost of sales for the Current Period was generally in line with the revenue.Gross profit and gross profit margin The gross profit represented the Group’s revenue less cost of sales. The Group recorded an increase in gross profit by approximately HK$3.6 million or approximately 8.2% from approximately HK$44.7 million for the Corresponding Period to approximately HK$48.3 million for the Current Period. The Group’s gross profit margin decreased from 4.4% for the Corresponding Period to 3.0% for the Current Period. The Group’s selling price is broadly in line with the movement of oil price. However the gross profit margin does not fluctuate at the same level as Company aimed to lower profit margin but quicker turnover during the year.– 14 –Selling and distribution expenses Our selling and distribution expenses mainly consist of truck drivers’ costs and benefits and depreciation. Selling and distribution expenses decreased by approximately HK$1.8 million or 27.4% to HK$4.7 million for the Current Period from HK$6.4 million for the Corresponding Period. The decrease was mainly due to the drop in salaries & allowances during the year.Administrative and operating expenses Administrative expenses decreased by approximately HK$5.5 million or 18.8% from approximately HK$29.2 million for the Corresponding Period to approximately HK$23.7 million for the Current Period primarily due to the reversal in the impairment allowance of trade receivables. The settlement of trade receivables from cross-border truck drivers has been recovered and was returning to normal.Finance costs Our finance costs mainly consist of the interest on our interest-bearing bank borrowings and lease liabilities. Finance costs decreased by approximately HK$0.6 million or 3.8% to HK$1.5 million for the Current Period from HK$1.5 million for the Corresponding Period primarily due to the completion of some finance lease arrangements.Income tax expense Income tax expense increased by approximately HK$0.3 million or 7.3% from approximately HK$4.1 million for the Corresponding Period to approximately HK$4.4 million for the Current Period. The increase due to the rise in profit subject to income tax for the year.Profit for the Current Period Net profit for the Current Period increased by approximately HK$8.1 million or 92.5% from approximately HK$8.8 million for the Corresponding Period to approximately HK$16.9 million for the Current Period and the Group’s net profit margin increased from approximately 0.9% for the Corresponding Period to 1.1% for the Current Period. The increase in the Group’s net profit was minimal. There was only a slight improvement in the Company’s overall profitability compared to Corresponding Period.– 15 –EMPLOYEES AND REMUNERATION POLICIES As at 31 March 2024 the Group employed a total of 31 full time employees (As at 31 March 2023: 31 full time employees). The Group remunerates its employees based on their performance experience and prevailing industry practice. The remuneration packages are subject to review on a regular basis.PURCHASE SALE AND REDEMPTION OF LISTED SECURITIES During the Current Period neither the Company nor any of its subsidiaries has purchased sold or redeemed any of the Company’s listed securities.FINAL DIVIDEND The Board does not recommend the payment of final dividend for the year ended 31 March 2024 (2023: Nil). CLOSURE OF REGISTER OF MEMBERS The 2024 Annual General Meeting (the “AGM”) of the Company is scheduled to be held on 11 September 2024. For the purpose of determining the entitlement to attend the AGM the register of members of the Company will be closed during the period from 6 September 2024 to 11 September 2024 both days inclusive during which period no transfer of share(s) of the Company will be effected. In order to qualify for attending and voting at the AGM all transfer document(s) accompanied by the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong Tricor Investor Services Limited of 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. on 5 September 2024. SIGNIFICANT INVESTMENT MATERIAL ACQUISITION AND DISPOSAL OF SUBSIDIARIES The Group had no significant investment material acquisition or disposal of subsidiaries during the Current Period.– 16 –LIQUIDITY AND CAPITAL RESOURCES The Group finances its operations primarily through cash generated from operating activities and interest-bearing bank borrowings. The Group recorded net current assets of approximately HK$92.2 million as at 31 March 2024 compared to approximately HK$65.7 million as at 31 March 2023.As at 31 March 2024 the Group’s current assets amounted to approximately HK$142.0 million (2023: HK$120.3 million) of which approximately HK$34.2 million (2023: HK$32.7 million) was bank balances approximately HK$90.3 million (2023: HK$67.2 million) was trade and other receivables. The Group’s current liabilities amounted to approximately HK$49.8 million (2023: HK$54.6 million) including trade and other payables in the amount of approximately HK$10.4 million (2023: HK$8.1 million) bank borrowings in the amount of approximately HK$34.4 million (2023: HK$43.8 million) and income tax payable in the amount of approximately HK$4.2 million (2023: HK$1.0 million). The current ratio (which was calculated by dividing current assets by current liabilities) was 2.9 as at 31 March 2024 (2023: 2.2). The gearing ratio (which was calculated based on the total debt and lease liabilities divided by total equity multiplied by 100%) was 24.2% as at 31 March 2024 (2023: 28.4%). Capital structure For the Current Period the capital structure of the Group consisted of equity attributable to owners of the Company of approximately HK$220.0 million. There has been no change in the capital structure of the Group during the Current Period.CONTINGENT LIABILITIES As at 31 March 2023 and 2024 the Group had issued a letter of guarantee through the banking facilities granted to a supplier amounting to HK$4000000. The facilities are secured by corporate guarantee of the Company.PLEDGE OF ASSETS As at 31 March 2024 the Group pledged its leasehold land and building of HK$119008000 and investment property of HK$7197000 respectively (2023: HK$64613000 and HK$67337000 respectively) to secure its bank borrowings.– 17 –FOREIGN CURRENCY RISK The Group is not exposed to foreign currency risk in respect of HKD against USD as long as these currencies are pegged. The transactions and monetary assets denominated in USD are minimal the Group considers there have no significant foreign exchange risk in respect of USD.As at 31 March 2024 the Group had not entered into any arrangements to hedge its foreign currency risk. The Group’s operating cash flow is not exposed to foreign exchange fluctuation risks.CORPORATE GOVERNANCEThe Company has applied the principles as set out in the Corporate Governance Code (the “CGCode”) contained in Appendix C1 to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”).The Board is of the view that during the Current Period the Company has complied with all the code provisions as set out in the CG Code.MODEL CODE FOR DIRECTORS’ SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules (the “Securities Dealing Code”).The Company has made specific enquiry of all the Directors and all the Directors have confirmed that they complied with the required standard set out in the Securities Dealing Code during the Current Period and throughout the period up to the date of this announcement.– 18 –AUDIT COMMITTEE The Audit Committee comprises three members all of whom are independent non-executive Directors namely Mr. Leung Ho Chi Ms. Ng Wing Sze Vince and Mr. Chan Ching Sum. Mr.Leung Ho Chi is the chairman of the Audit Committee. The Audit Committee has written terms of reference in compliance with the Listing Rules and the CG Code.The Audit Committee has in conjunction with the management reviewed the accounting principles and practices adopted by the Group and discussed risk management internal controls and financial reporting matters of the Group. The Audit Committee has no disagreement with the accounting treatment adopted by the Company. The consolidated annual results of the Group for the Current Period have been reviewed by the Audit Committee.SCOPE OF WORK OF PRISM HONG KONG AND SHANGHAI LIMITED The figures above in respect of the Group’s consolidated statement of financial position consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 31 March 2024 as set out in this preliminary results announcement have been agreed with the Group’s auditor Prism Hong Kong and Shanghai Limited to the amounts set out in the Group’s audited consolidated financial statements for the year ended 31 March 2024.The work performed by Prism Hong Kong and Shanghai Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by Prism Hong Kong and Shanghai Limited on this preliminary announcement.PUBLICATION OF ANNUAL RESULTS AND ANNUAL REPORT This announcement is published on the Company’s corporate website at www.vicointernational.hk and the HKEXnews at www.hkexnews.hk. The 2023/2024 Annual Report of the Company will be made available to shareholders of the Company and published on the aforesaid websites in due course.– 19 –2024 ANNUAL GENERAL MEETING The 2024 AGM of the Company is scheduled to be held on 11 September 2024. Notice of the 2024 AGM will be published on the websites of both the Stock Exchange and the Company and made available to the Company’s shareholders in due course.APPRECIATION The Board would like to extend its sincere thanks to the Group’s shareholders business partners and customers for their utmost support to the Group. The Group would also like to take this opportunity to thank all management members and staff for their hard work and dedication throughout the year.By order of the Board Vico International Holdings Limited Hui Pui Sing Chairman and Executive Director Hong Kong 25 June 2024 As at the date of this announcement the executive directors are Mr. Hui Pui Sing Ms. Tong Man Wah Mr. Hui Yip Ho Eric and Mr. Kong Man Ho the non- executive director is Mr. Wong Chun Man and the independent non-executive directors are Mr. Leung Ho Chi Mr. Chan Ching Sum and Ms. Ng Wing Sze Vince.–20–