Financial Performance - The Group's revenue for the year ended December 31, 2022, was approximately HK$272.1 million, representing a decrease of 34.9% from the previous year[24]. - The overall gross profit amounted to approximately HK$55.3 million, a decrease of 48.2% from the previous year[24]. - Loss attributable to owners of the Company was approximately HK$0.5 million, compared to a profit of HK$63.3 million in 2021[24]. - Basic loss per share for the year was HK0.19 cent, down from basic earnings of HK23.71 cents in 2021[25]. - The precision parts and components segment's turnover decreased by 34.9% to approximately HK$272.1 million compared to 2021[27]. - Excluding the unrealised fair value net loss of HK$4.2 million on forward currency contracts, the segment profit was approximately HK$7.6 million, down from HK$63.6 million in 2021[27]. - The Group recorded an unrealised fair value net loss of approximately HK$4.2 million in forward currency contracts, compared to a gain of HK$10.8 million in 2021[26]. - The decline in sales orders from customers was a significant factor contributing to the decrease in turnover[26]. - The Group faced challenges in 2022 due to the Ukraine War, persistent inflation, and microchip shortages, impacting consumer sentiment and supply chains[26]. - The rapid rise in interest rates increased the volatility of the Renminbi, affecting the Group's financial results[26]. - Profit before finance costs decreased by HK$71.2 million to approximately HK$1.8 million for the year[48]. - The finance costs increased by HK$0.1 million to approximately HK$0.5 million due to the rise in market interest rates[41]. - The Group recorded a loss after tax of approximately HK$0.5 million for the year[48]. - The gross profit margin decreased by 5.2 percentage points to 20.3% compared to 2021[32]. - Selling and distribution costs decreased by 21.3% to approximately HK$19.4 million[32]. - Administrative and other expenses decreased by 18.0% to approximately HK$23.5 million[32]. Financial Position - The Group's financial position remains healthy with bank balances and cash amounting to approximately HK$90.5 million as of December 31, 2022[43]. - As of December 31, 2022, the company had issued 267,004,800 ordinary shares, with total equity amounting to approximately HKD 350,300,000[58]. - The company did not engage in any fundraising activities during 2022, aside from obtaining general standby credit to meet trading needs[59]. Corporate Governance - The company has complied with all provisions of the Corporate Governance Code throughout the year ended December 31, 2022, except for the separation of the roles of Chairman and Chief Executive Officer[67]. - The Board of Directors is collectively responsible for overseeing the management of the business, with a focus on enhancing shareholder value[78]. - The Board has established various committees to delegate responsibilities and ensure effective governance[78]. - The company maintains a balanced composition of Executive Directors and Independent Non-executive Directors to ensure independent judgment[69]. - The Board formulates the overall strategy of the group and monitors its financial performance[80]. - The company has appropriate insurance coverage in place for director's liability[81]. - The company held four regular board meetings and one annual general meeting during the year ended December 31, 2022, with all directors attending all meetings[86]. - The company has established a Board Independence Evaluation Mechanism to ensure a strong independent element on the Board, with satisfactory results from the evaluation conducted in 2022[98][100]. - All independent non-executive directors have confirmed their independence annually, and the company considers them independent under Rule 3.13 of the Listing Rules[92]. - The company has adopted a code of conduct for directors' securities transactions, with all directors complying with the required standards throughout the year[101]. - Continuous professional development is encouraged for directors, with records of training maintained by the company secretary[107]. - The company has not set up a corporate governance committee, with the Board responsible for corporate governance duties[88]. - The roles of chairman and chief executive officer are performed by the same individual, Mr. Lai Pei Wor, which the Board believes does not impair the balance of power[90]. - The company has established written guidelines for employees regarding securities transactions, with no incidents of non-compliance noted[102]. - Each independent non-executive director has a contract for a specified period of two years, subject to retirement by rotation and re-election[91]. - The company has conducted an annual review of its independence evaluation mechanism, with satisfactory results reported[100]. - The company has established four board committees: Executive Committee, Remuneration Committee, Nomination Committee, and Audit Committee, each with defined terms of reference[115]. - The Remuneration Committee consists of three independent non-executive directors and held one meeting during the year[121][122]. - The Remuneration Committee made recommendations on executive directors' remuneration packages and evaluated the remuneration policy for directors and senior management[127]. - The company's remuneration policy ensures that compensation is based on skill, knowledge, responsibilities, and company performance, with packages including basic salary, pensions, and discretionary bonuses[131]. - All directors are committed to continuous professional development, with Mr. Tsang completing no less than 15 hours of relevant training in the year ended December 31, 2022[111][112]. - The Executive Committee, comprising two executive directors, monitors the execution of the company's strategic plans and operations[120]. - The majority of board committee members are independent non-executive directors, ensuring oversight and governance[116]. - The company provides sufficient resources for board committees to fulfill their duties and seek independent professional advice when necessary[116]. - The remuneration for independent non-executive directors is determined based on their duties and responsibilities, ensuring adequate compensation for their efforts[131]. - The company has complied with the Listing Rules regarding the composition of the Remuneration Committee[121]. - The remuneration policy of the company ensures that compensation for employees, including directors and senior management, is based on skills, knowledge, responsibilities, and contributions to the company[132]. Board Diversity and Inclusion - The company recognizes the importance of board diversity and aims to maintain a competitive advantage through a diverse board composition[142]. - The Board is committed to improving diversity and has set measurable objectives to implement the Board Diversity Policy by the end of December 31, 2024[151]. - The Nomination Committee is responsible for reviewing the structure, size, and diversity of the Board at least annually[141]. - The company emphasizes the importance of inclusivity in the workplace to improve employee retention and reduce turnover costs[143]. - All appointments to the Board are made based on merit against objective criteria, considering the benefits of diversity[146]. - The company will provide relevant professional training programs to develop a broader and more diverse pool of skilled employees[147]. - The Nomination Committee oversees the annual review of the Board's effectiveness, including gender balance and progress towards diversity objectives[144]. - The Board aims to achieve at least one female director by December 31, 2024[155]. - Currently, the gender ratio in the overall workforce is 68.90% female (565) and 31.10% male (255)[154]. - In senior management, the gender ratio is 0% female (0) and 100% male (2)[154]. - The management level has a gender ratio of 8.33% female (1) and 91.67% male (11)[154]. - The Board has set measurable objectives to enhance gender diversity and will review these goals periodically[155]. - At least 33% of the Board members are required to be non-executive or independent non-executive directors[155]. - The Nomination Committee is actively identifying suitable female candidates for Board appointment based on objective criteria[155]. - The Company emphasizes the importance of character, integrity, and relevant qualifications in the director nomination process[158]. - The retiring directors will be reviewed for their contributions and performance before re-election recommendations are made[173]. - The Company will ensure that all new directors are subject to re-election by shareholders at the first general meeting after their appointment[169]. Audit and Risk Management - The auditor's remuneration for audit services amounted to HK$880,000, and for non-audit services (taxation services) it was HK$139,400, totaling HK$1,019,400[180]. - The Audit Committee held three meetings during the year, with all members attending 100% of the meetings[182]. - The Board conducted a review of the effectiveness and adequacy of the Group's risk management and internal control systems, concluding that they are effective and adequate[191]. - The internal control team reports directly to the Audit Committee and has full access to review all aspects of the Group's activities[192]. - The Group's risk management and internal control systems are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatement or loss[190]. - The Company has complied with Rule 3.21 of the Listing Rules regarding the composition of the Audit Committee, which consists of three independent non-executive directors[183]. - The directors are responsible for preparing the consolidated financial statements in accordance with statutory requirements and applicable accounting standards[184]. - The Audit Committee reviewed the directors' report and audited consolidated financial statements for the year ended December 31, 2022, considering any significant or unusual items raised by auditors[188]. - The Board considers that there were no material issues related to the Group's risk management and internal control systems during the year[191]. - The Company has established a management structure with limits of authority to help achieve its business objectives and ensure compliance with relevant laws and regulations[191]. - The internal audit team reports directly to the Audit Committee and the Board on a periodic basis, ensuring compliance with policies and procedures at both operational and corporate levels[197]. - The internal audit function identifies corrective actions and control improvements to address issues, non-compliance, or deficiencies identified during audits[200]. - The Group's risk management procedures include identifying potential risks that may impact business operations[196].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致 之任何損失承擔任何責任。 K & P International Holdings Limited 堅寶國際控股有限公司* （於百慕達註冊成立之有限公司） （股份代號：675） 截至二零二二年十二月三十一日止年度之 全年業績公佈 業績 堅寶國際控股有限公司（「本公司」）之董事會（「董事會」）謹此宣佈本公司及其附屬公司（「本集團」） 截至二零二二年十二月三十一日止年度之綜合已審計業績連同二零二一年同期之比較數字如下： 綜合利潤表 截至二零二二年十二月三十一日止年度 二零二二年 二零二一年 附註 港元 港元 收入 4 272,102,667 418,202,483 銷售成本 (216,781,642) (311,458,174) ________________ ________________ 毛利 55,321,025 106,744,309 其他收入及收益 4 10,260,707 3,518,772 按公平價值計入損益賬 之 ...

Financial Performance - Revenue for the six months ended June 30, 2022, was HKD 146,826,508, a decrease of 25.5% compared to HKD 197,105,135 for the same period in 2021[3] - Gross profit for the same period was HKD 28,627,975, down 47.9% from HKD 55,033,062 in the previous year[3] - The net profit attributable to the owners of the company was HKD 7,643,548, a decline of 74.0% from HKD 29,445,277 in the prior year[3] - Basic and diluted earnings per share decreased to HKD 2.86 from HKD 11.03, representing a drop of 74.0%[3] - The adjusted profit before tax for the precision components segment was HKD 10,595,008, while the total adjusted profit before tax was HKD 9,420,240[21] - Gross profit for the same period decreased by 48.0% to approximately HKD 28.6 million, resulting in a gross margin of 19.5%, down 8.4% from the previous year[59] - The net profit attributable to shareholders was approximately HKD 7.6 million, compared to HKD 29.4 million for the six months ended June 30, 2021[56] - Basic earnings per share for the period were HKD 0.0286, down from HKD 0.1103 in the same period last year[56] Cash Flow and Assets - Cash inflow from operating activities for the six months was HKD 26,052,948, an increase of 16.2% compared to HKD 22,329,698 in the previous year[13] - Total assets as of June 30, 2022, were HKD 496,982,121, down from HKD 531,049,654 as of December 31, 2021[10] - The company reported a net increase in cash and cash equivalents of HKD 21,267,951 for the period, compared to HKD 5,611,242 in the previous year[13] - Non-current assets as of June 30, 2022, totaled HKD 201,256,656, a decrease from HKD 211,454,734 as of December 31, 2021[28] - The total cash and bank balances as of June 30, 2022, amounted to HKD 115,367,716, an increase from HKD 94,352,977 as of December 31, 2021[47] Liabilities and Equity - Current liabilities decreased to HKD 99,209,382 from HKD 109,855,074, a reduction of 9.5%[10] - The financing costs for the six months ended June 30, 2022, were HKD 234,280, compared to HKD 184,575 for the same period in 2021[31] - The company reported a significant concentration credit risk of 40% from a single customer in the precision components category as of June 30, 2022, down from 59% as of December 31, 2021[45] - As of June 30, 2022, the total borrowings from banks and financial institutions amounted to approximately HKD 15 million, while cash and cash equivalents totaled approximately HKD 115.4 million[62] - The group maintained a negative debt ratio of -5.7% as of June 30, 2022, indicating a net cash position[62] Operational Highlights - Major customers contributing over 10% of revenue included Customer A with HKD 33,843,464 and Customer B with HKD 23,547,301 for the six months ended June 30, 2022[25] - Revenue from Hong Kong was HKD 4,093,205, while revenue from mainland China and other regions totaled HKD 142,733,303 for the six months ended June 30, 2022[26] - The group experienced a decline in sales orders from major customers due to global economic uncertainties, including the Ukraine war and chip shortages[58] - The group plans to launch multiple new products in the fourth quarter of 2022, as confirmed by major customers[61] - The group aims to reduce costs and improve efficiency in response to ongoing global inflation pressures and economic downturns[61] Employee and Governance - Employee expenses for the six months ended June 30, 2022, amounted to HKD 49,164,264, a slight decrease from HKD 51,163,091 for the same period in 2021[32] - The total number of employees as of June 30, 2022, was approximately 895, with the majority based in mainland China[67] - The company has complied with all corporate governance code provisions during the reporting period, except for the separation of roles between the chairman and CEO[79][80] - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited interim financial statements for the six months ending June 30, 2022[82] Dividends and Shareholder Information - The total dividend declared for the period was HKD 16,020,288, which includes a special dividend of HKD 10,680,192 and an interim dividend of HKD 5,340,096, compared to HKD 10,680,192 for the same period in 2021[37] - The company plans to distribute a special dividend of HKD 0.04 per share and an interim dividend of HKD 0.02 per share on October 14, 2022[54] - As of June 30, 2022, Celaya (PTC) Limited holds 97,242,000 shares, representing 36.42% of the company's issued share capital[75] - Lai Yaozhen and Lin Lianzhu collectively hold 23,748,000 shares, accounting for 8.89% of the company's issued share capital[75] - The company did not grant any rights to directors or their family members to acquire shares or bonds during the reporting period[72] Other Financial Information - The company received a government subsidy of HKD 184,000 under the "Employment Support Scheme" during the six months ended June 30, 2022[29] - The capital expenditure for the six months ended June 30, 2022, was HKD 5,654,721, reflecting ongoing investments in operational capacity[21] - The company's tax expense for the six months ended June 30, 2022, was HKD 1,776,692, a decrease of 63.8% compared to HKD 4,900,841 for the same period in 2021[35] - The company recorded a realized loss of HKD 2,096,017 on forward currency contracts due to the depreciation of the RMB against the USD for the six months ended June 30, 2022[42] - The company has no unexercised share options as of June 30, 2022, following the termination of the share option scheme on May 22, 2022[50] - The company did not purchase, redeem, or sell any of its listed securities during the reporting period[78]

Financial Performance - The Group's turnover for the year ended December 31, 2021, amounted to approximately HK$418.2 million, representing an increase of 22.4% from the previous year[17]. - Overall gross profit for the year was approximately HK$106.7 million, reflecting a slight increase of 0.9% compared to the previous year[17]. - Profit attributable to owners of the Company was approximately HK$63.3 million, down from HK$66.9 million in 2020[17]. - Basic earnings per share for the year were HK23.71 cents, compared to HK25.06 cents in 2020[18]. - The gross profit margin decreased due to the appreciation of Renminbi, rising material prices, and the absence of social security contribution waivers from the Chinese government[19]. - The overall gross profit margin decreased by 5.5% to 25.5% in 2021, influenced by rising material prices and the absence of social security contribution waivers[25]. - Profit before finance costs decreased by HK$5.1 million to approximately HK$73.0 million for the year[33]. - Profit after tax for the year was approximately HK$63.3 million[33]. Revenue and Geographical Segmentation - Revenue from Japan and other Asian countries accounted for 63.1% of total revenue in 2021, up from 62.2% in 2020[12]. - The Group's revenue by geographical segment showed a 7.6% contribution from Mainland China in 2021, down from 8.7% in 2020[12]. - The turnover for the precision parts and components segment increased by 22.4% to approximately HK$418.2 million compared to 2020[24]. Financial Position and Equity - The Group's equity increased to HK$394.7 million in 2021, compared to HK$350.4 million in 2020[12]. - Property, plant, and equipment amounted to HK$211.5 million, slightly up from HK$209.3 million in the previous year[12]. - The Group's cash and bank balances totaled approximately HK$94.4 million at the end of the reporting period[33]. - The gearing ratio improved to 3.0% as at 31 December 2021, down from 5.4% in 2020[36]. - The Group's debt ratio was 3.0% as of December 31, 2021, down from 5.4% in 2020[42]. - The total borrowings from banks amounted to approximately HK$18.8 million as of 31 December 2021[33]. Management and Governance - The Board held four regular meetings and one annual general meeting during the year ended December 31, 2021[62]. - The Company has complied with all provisions of the Corporate Governance Code throughout the year, except for the separation of the roles of Chairman and CEO[48]. - The Group's management is responsible for daily operations, while the Board focuses on strategic policies and financial performance[57]. - The roles of chairman and chief executive officer are not separate and are performed by Mr. Lai Pei Wor, which the Board believes will enable prompt and efficient decision-making[70]. - The Company has established Board committees to delegate various responsibilities as outlined in their terms of reference[55]. Remuneration and Board Diversity - The Remuneration Committee held one meeting during the year, with all members attending[98]. - Two senior management members received remuneration between HK$1,000,001 and HK$1,500,000, while one member received between HK$2,000,001 and HK$2,500,000[104]. - The company is committed to reviewing the structure, size, and diversity of the Board at least annually to align with corporate strategy[113]. - The Company emphasizes the importance of a diverse Board to maintain a competitive advantage, considering factors such as age, gender, skills, and experience in its composition[116]. - The Nomination Committee is responsible for reviewing the Board's composition and making recommendations for new director appointments, focusing on gender balance and diversity objectives[118]. Audit and Compliance - The Company paid HK$880,000 for audit services and HK$41,000 for non-audit services, totaling HK$921,000 for the year[143]. - The Audit Committee held three meetings during the year, with all members attending 100% of the meetings[146]. - The Board conducted a review of the effectiveness and adequacy of the Group's risk management and internal control systems, finding them effective and adequate[157]. - The internal audit function is performed by a dedicated team that reports directly to the Audit Committee and the Board, ensuring compliance with policies and procedures[164]. - The Company ensures compliance with relevant laws and regulations through its internal control systems[157]. Shareholder Communication - The board emphasized the importance of shareholder communication and engagement, ensuring that all inquiries are addressed promptly[190]. - The company has established a Shareholders' Communication Policy to effectively manage shareholder concerns and feedback[190]. - All resolutions at shareholder meetings will be conducted by poll, with results published on the company's website and the Stock Exchange[190].

Financial Performance - The Group's turnover from continuing operations for the year ended December 31, 2019, amounted to approximately HK$341.4 million, representing a 19.4% decrease from the previous year[18]. - Overall gross profit from continuing operations amounted to approximately HK$75.1 million, representing a 24.4% increase from the previous year[18]. - Profit attributable to owners of the Company was approximately HK$16.7 million, compared to HK$1.2 million in 2018[18]. - Basic earnings per share for the year ended December 31, 2019, amounted to HK6.24 cents, up from HK0.46 cent in 2018[19]. - The precision parts and components segment's turnover dropped to approximately HK$341.4 million, a decrease of 19.4% from the previous year[21]. - Segment profit for precision parts and components increased to approximately HK$27.2 million, compared to HK$17.6 million in 2018, mainly due to the depreciation of RMB[21]. - The Group incurred a realized loss of approximately HK$6.4 million from forward currency contracts to manage RMB exchange rate impacts[20]. - The closure of the Shiyan factory and discontinuation of consumer electronics products affected overall performance but improved profit margins due to lower manufacturing costs[20]. - The Group's revenue from discontinued operations was HK$4.1 million in 2019, down from HK$40.1 million in 2018[10]. - The absence of one-off provisions for staff compensation related to the Shiyan factory closure contributed to the increase in segment profit[21]. - The turnover from continuing operations decreased by 19.4% to approximately HK$341.4 million for the year[35]. - The gross profit from continuing operations increased by HK$14.8 million to approximately HK$75.1 million, resulting in a gross profit margin increase of 7.8% to 22.0%[27][40]. - The operating profit before finance costs from continuing operations increased by HK$9.6 million to approximately HK$24.4 million[36]. - The finance costs from continuing operations decreased by HK$0.7 million to approximately HK$1.1 million[36]. - The profit after tax from continuing operations for the year was approximately HK$17.6 million[36]. - The turnover of the consumer electronic products segment dropped by 89.7% to approximately HK$4.1 million, with the segment loss decreasing to approximately HK$0.9 million[26][29]. - The selling and distribution costs decreased by 7.9% to approximately HK$24.9 million, while administrative and other expenses decreased by 2.8% to approximately HK$32.1 million[27]. Financial Position - The total borrowings from banks amounted to approximately HK$12.0 million as of December 31, 2019[38]. - The aggregate balance of bank balances and cash amounted to approximately HK$51.5 million[39]. - The gearing ratio improved to 10.3% as at December 31, 2019, down from 23.4% in 2018[44]. - As of December 31, 2019, the Group had a total workforce of approximately 1,039 employees, with about 1,000 based in Mainland China[49]. - The Group's debt ratio as of December 31, 2019, was 10.3%, a decrease from 23.4% in 2018[50]. - The carrying value of the Group's mortgaged machinery and equipment was approximately HKD 3,300,000 as of December 31, 2019, down from HKD 7,900,000 in 2018[51]. - The total equity of the Group was approximately HKD 286,300,000 as of December 31, 2019[52]. Corporate Governance - The Company did not engage in any fundraising activities in 2019, aside from obtaining general standby credit for operational needs[53]. - The Board held four regular meetings and one annual general meeting during the year ended December 31, 2019[69]. - The roles of Chairman and Chief Executive Officer are performed by the same individual, Mr. Lai Pei Wor, which deviates from the Corporate Governance Code[55]. - The Company has complied with all code provisions of the Corporate Governance Code throughout the year ended December 31, 2019, except for the aforementioned deviation[56]. - The Group's management is overseen by the Board, which is collectively responsible for enhancing shareholders' value[62]. - The Group's overall strategy and financial performance are monitored by the Board, which is committed to maximizing long-term shareholder value[64]. - The roles of chairman and chief executive officer are not separate and are performed by Mr. Lai Pei Wor, which the Board believes will enable prompt and efficient decision-making[77]. - All independent non-executive directors have contracts for a specified period of two years and are subject to retirement by rotation and re-election at the annual general meeting[78]. - The Company has adopted a code of conduct regarding directors' securities transactions, and all directors have complied with the required standards throughout the year[80]. - The Executive Committee comprises 2 executive directors, Mr. Lai Pei Wor and Mr. Chan Yau Wah, responsible for monitoring the execution of the Company's strategic plans[96]. - The Remuneration Committee consists of 3 independent non-executive directors and held one meeting during the year[102]. - Each independent non-executive director has made an annual confirmation of independence, and the Company considers them to be independent under Rule 3.13 of the Listing Rules[79]. - The Company has established written guidelines for securities transactions by employees likely to possess unpublished price-sensitive information, with no incidents of non-compliance noted[81]. - All directors participated in continuous professional development programs, with training records maintained by the company secretary[86]. - Mr. Tsang Wai Lun, appointed as company secretary, completed no less than 15 hours of relevant professional training during the year[90]. - The Board has established four committees, with the majority of members being independent non-executive directors, ensuring oversight of specific aspects of the Company's affairs[94]. - The Remuneration Committee made recommendations on executive directors' remuneration packages and terms of employment during the year[111]. - The Nomination Committee held one meeting during the year, with full attendance from all members[118]. Diversity and Inclusion - The Company emphasizes the importance of a diverse Board, considering factors such as age, gender, skills, and professional experience in its composition[122]. - The Company is committed to diversity at all levels, including gender and cultural background, to improve employee retention and reduce turnover costs[123]. - The Nomination Committee oversees the annual review of the Board's effectiveness, including gender balance and progress towards diversity objectives[124]. - The Remuneration Committee ensures that compensation arrangements for executive directors and senior management are fair and consistent with contractual terms[109]. - The Company has established a formal and transparent procedure for developing remuneration policy for directors and senior management[111]. - The Nomination Committee identifies and recommends qualified individuals for directorships to complement the Company's corporate strategy[119]. - The Company aims to attract, retain, and motivate employees from a diverse talent pool through structured recruitment and training programs[123]. - The company emphasizes the importance of a diverse board, considering factors such as age, gender, skills, and industry experience to maintain competitive advantage[125]. - The commitment to diversity has shown to enhance employee retention and reduce turnover-related costs, fostering a more inclusive workplace[126]. - The nomination committee evaluates candidates based on character, qualifications, and measurable objectives for achieving board diversity[128]. - The board is required to include independent directors as per Hong Kong Listing Rules, ensuring candidates meet independence guidelines[128]. - The nomination process involves evaluating candidates based on established criteria and ranking them according to the company's needs[131]. - The company aims to provide professional training programs to develop a diverse and skilled workforce, preparing them for senior management and board positions[126]. - The nomination committee reviews and assesses the board's composition, considering gender balance and progress towards diversity goals[126]. - The company will consider a range of diversity factors in the selection process, ensuring a balanced approach to board composition[127]. - The board's effectiveness is reviewed annually, with a focus on achieving diversity objectives[126]. - The company is committed to adapting its nomination criteria as necessary to align with its business and succession plans[131]. Audit and Risk Management - The Company paid HK$1,045,000 for audit services and HK$65,400 for non-audit services, totaling HK$1,110,400 for the year under review[141]. - The Audit Committee held three meetings during the year, with all members attending 100% of the meetings[144]. - The Audit Committee reviewed the consolidated financial statements for the year ended December 31, 2019, and the interim financial statements for the six months ended June 30, 2019[146]. - The directors are responsible for preparing the consolidated financial statements in accordance with statutory requirements and applicable accounting standards[147]. - The Company acknowledges its responsibility for risk management and internal control systems, which are designed to manage risks rather than eliminate them[153]. - The Board conducted a review of the effectiveness and adequacy of the Group's risk management and internal control systems, concluding they are effective and adequate[154]. - The internal control team has full access to review all aspects of the Group's activities and reports directly to the Audit Committee[155]. - The Group's internal audit function conducts reviews on material controls and compliance, reporting findings to the Audit Committee and the Board[161]. - The internal control processes include ongoing monitoring of risks and reporting results to the Audit Committee and the Board[160]. - Adequate training programs were provided during the year to ensure staff qualifications and experience in risk management and internal controls[154]. - The internal audit team identifies corrective actions and monitors their implementation to address any compliance issues[161]. - The company adheres to the Securities and Futures Ordinance and Listing Rules, ensuring timely disclosure of inside information unless it falls within a safe harbor[179]. Shareholder Communication - The company maintains a Shareholders' Communication Policy in place to ensure that shareholders' views and concerns are appropriately addressed[194]. - The company emphasizes the importance of separate resolutions for substantial issues at shareholder meetings, including the election of individual directors[194]. - All resolutions at shareholder meetings will be taken by poll, with results posted on the company's and Stock Exchange's websites[194]. - The company has been actively involved in various subsidiaries and partnerships, enhancing its operational capabilities across multiple sectors[195]. - The management team includes experienced directors with extensive backgrounds in electronics and industrial engineering, contributing to the company's strategic direction[198]. - The company has a commitment to regular reviews of its policies to ensure effectiveness in addressing shareholder concerns[194]. - The company has maintained a strong governance structure with independent non-executive directors to oversee its operations[199]. Upcoming Events - The annual general meeting (AGM) is scheduled for May 27, 2020, with a notice to be sent at least 20 business days prior[181]. - Shareholders holding at least one-tenth of the paid-up capital can requisition a special general meeting (SGM) for specific business[185]. - The notice period for a special resolution is at least 21 clear days, while for an ordinary resolution, it is at least 14 clear days[187]. - The company holds an AGM annually and may convene an SGM as necessary[190]. - Members holding not less than one-twentieth of the total voting rights can submit written requests for resolutions at the AGM[190]. - Written requests must be signed and submitted at least six weeks before the AGM for resolutions requiring notice[190]. - If a written request is valid, the company secretary will include the resolution in the AGM agenda or circulate the statement[190].