DIRECTEL(08337)

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直通电讯(08337) - 2023 Q3 - 季度财报
2023-11-13 23:04
Financial Performance - For the nine months ended September 30, 2023, the company's revenue was approximately HKD 106,861,000, a decrease of about 12.3% compared to the same period in 2022[4]. - The loss attributable to shareholders for the nine months ended September 30, 2023, was approximately HKD 7,795,000, a reduction of about 41.6% compared to the same period in 2022[4]. - For the three months ended September 30, 2023, the revenue was HKD 30,553,000, down from HKD 46,296,000 in the same period of 2022[5]. - The gross profit for the nine months ended September 30, 2023, was HKD 2,284,000, compared to HKD 1,059,000 for the same period in 2022[5]. - The company reported a basic and diluted loss per share of HKD 4.22 for the nine months ended September 30, 2023, compared to HKD 7.22 for the same period in 2022[5]. - The total comprehensive loss for the nine months ended September 30, 2023, was HKD 7,592,000, compared to HKD 15,937,000 for the same period in 2022[5]. - The company reported a net loss attributable to ordinary equity shareholders of HKD 7,795,000 for the nine months ended September 30, 2023, compared to a loss of HKD 13,356,000 for the same period in 2022, representing a 42.5% improvement[27]. - The group's revenue for the nine months ended September 30, 2023, decreased to approximately HKD 106,861,000, a decline of about 12.3% compared to HKD 121,788,000 in the same period last year[45]. - The group's gross profit for the nine months ended September 30, 2023, was approximately HKD 2,284,000, an increase of about 120% compared to HKD 1,059,000 in the same period last year, mainly due to improved gross margin from telecommunications services in Hong Kong[45]. - The group recorded a loss attributable to equity shareholders of approximately HKD 7,795,000, a decrease of about 41.6% from HKD 13,356,000 in the same period last year, primarily due to reduced trade receivables impairment losses and improved gross margin from telecommunications services[48]. Revenue Breakdown - Revenue from telecommunications services for the nine months ended September 30, 2023, was HKD 4,505,000, compared to HKD 1,090,000 in the same period of 2022[12]. - Revenue from distribution business for the nine months ended September 30, 2023, was HKD 102,356,000, down from HKD 120,698,000 in the same period of 2022[12]. - Revenue from telecommunications services for the nine months ended September 30, 2023, was approximately HKD 4,469,000, an increase of about 3.3 times compared to approximately HKD 1,046,000 in the same period last year[34]. - Distribution business in Hong Kong generated revenue of approximately HKD 62,457,000 for the nine months ended September 30, 2023, a 2.9% increase from approximately HKD 60,670,000 in the same period last year[36]. - Revenue from the distribution business in China was approximately HKD 7,597,000 for the nine months ended September 30, 2023, a decrease of about 6.3% from approximately HKD 8,107,000 in the same period last year[39]. - Revenue from mobile and data recharge distribution business in Singapore decreased by approximately 37.8% to about HKD 32,302,000 for the nine months ended September 30, 2023, compared to approximately HKD 51,921,000 in the same period last year[40]. Dividend and Shareholder Information - The company did not recommend any dividend payment for the nine months ended September 30, 2023[4]. - The company did not recommend any dividend for the nine months ended September 30, 2023, consistent with the previous year[24]. - The board did not recommend any dividend payment for the nine months ended September 30, 2023, consistent with the previous year[51]. - As of September 30, 2023, the company had a total of 104,437,500 shares owned by New Everich, with Mr. Li Jiancheng and Ms. Guo Jinghua holding 54% and 46% respectively[18]. - The weighted average number of ordinary shares outstanding remained constant at 184,875,000 shares for both the nine months ended September 30, 2023, and 2022[28]. Cost Management and Expenses - The company incurred a total employee cost of HKD 3,375,000 for the nine months ended September 30, 2023, slightly down from HKD 3,388,000 in the previous year[19]. - The total depreciation expense for property, plant, and equipment was HKD 1,128,000 for the nine months ended September 30, 2023, compared to HKD 1,165,000 for the same period in 2022[20]. - The group's administrative and other operating expenses were approximately HKD 10,148,000, a decrease of about 28.1% from HKD 14,119,000 in the previous year, mainly due to a significant reduction in trade receivables impairment losses[46]. - Financial costs for the nine months ended September 30, 2023, were approximately HKD 39,000, a decrease of about 7.1% from HKD 42,000 in the previous year, due to reduced interest on lease liabilities[48]. Corporate Governance and Compliance - The company has not adopted any new standards or interpretations that have not yet come into effect during the current accounting period[11]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited results for the nine months ending September 30, 2023, and confirmed compliance with applicable accounting standards[73]. - The company maintains a high level of corporate governance and has complied with the GEM Listing Rules during the review period[64]. - The company has established a code of conduct for securities trading, which has been confirmed as adhered to by all directors[66]. Business Development and Strategy - The company is actively negotiating with service providers to further reduce the unit cost of call time and mobile data, aiming to lower the selling price of prepaid products and enhance competitiveness[36]. - The company plans to expand its distribution of mobile phones and electronic products in Hong Kong, which has become a major source of revenue[36]. - The company has decided to discontinue the collaboration agreement related to 5G infrastructure development due to challenges in product commercialization and the early stage of 5G development in Hong Kong[37]. - The company is optimistic about medium to long-term business development and is closely monitoring market developments while expanding market channels[42]. - The company aims to transform its business development model to create new synergies across different business segments, focusing on Mobility as a Service (MaaS)[43]. - The company will continue to implement strict cost control measures to improve its business and financial performance while exploring new revenue sources[42]. Miscellaneous - The company recorded a net foreign exchange loss of HKD 712,000 for the nine months ended September 30, 2023, compared to a loss of HKD 131,000 for the same period in 2022[18]. - Other income for the nine months ended September 30, 2023, was approximately HKD 52,000, a decrease of about 80.6% from HKD 268,000 in the previous year, primarily due to a reduction in miscellaneous income from the government's employment support scheme[46]. - The company confirmed that its wholly-owned subsidiary has obtained exclusive licensing rights for RF-SIM intellectual property in Hong Kong and Macau[71]. - The company is involved in the research, development, production, and sale of RF-SIM products, as well as the licensing of RF-SIM rights outside of Hong Kong and Macau[70]. - There are no other individuals, apart from the directors and key executives, who hold 10% or more of the company's shares that require disclosure under the Securities and Futures Ordinance[60]. - The company did not grant or cancel any stock options under the stock option plan during the nine months ending September 30, 2023, and there were no unexercised stock options as of that date[62]. - The number of stock options available for grant at the beginning and end of the review period remained at 18,487,500[63]. - The company has not purchased, sold, or redeemed any of its shares during the nine months ending September 30, 2023[67]. - There were no significant acquisitions, disposals, or major investments during the review period[52]. - The group has provided a performance guarantee of HKD 200,000 to the Communications Authority, with bank deposits pledged as collateral[49][50].
直通电讯(08337) - 2023 - 中期财报
2023-08-14 00:03
Financial Performance - For the six months ended June 30, 2023, the company's revenue was approximately HKD 76,308,000, an increase of about 1.1% compared to the same period in 2022[4]. - The loss attributable to shareholders for the six months ended June 30, 2023, was approximately HKD 5,521,000, a decrease of about 26.8% from the same period in 2022[4]. - Gross profit for the six months ended June 30, 2023, was HKD 1,336,000, compared to HKD 910,000 for the same period in 2022[5]. - Operating loss for the six months ended June 30, 2023, was HKD 5,621,000, improved from HKD 7,618,000 in the same period of 2022[5]. - The company reported a total comprehensive loss of HKD 5,740,000 for the six months ended June 30, 2023, compared to HKD 8,497,000 for the same period in 2022[7]. - The company reported a consolidated loss before tax of HKD 5,647,000 for the six months ended June 30, 2023, compared to a loss of HKD 7,648,000 for the same period in 2022, indicating an improvement of 26.1%[34]. - The company reported a net foreign exchange loss of HKD 44,000 for the six months ended June 30, 2023, compared to a loss of HKD 335,000 in 2022, showing a reduction of 86.9%[38]. - The group recorded a net other loss of approximately HKD 44,000, a decrease of about 86.9% from HKD 335,000 year-on-year, primarily due to reduced foreign exchange losses[88]. Revenue Breakdown - Revenue from telecommunications services for the six months ended June 30, 2023, was HKD 2,131,000, up from HKD 818,000 in 2022, reflecting a growth of approximately 160.5%[26]. - Revenue from distribution business for the six months ended June 30, 2023, was HKD 74,177,000, slightly down from HKD 74,674,000 in 2022, showing a decrease of about 0.7%[26]. - Revenue from Hong Kong for the six months ended June 30, 2023, was HKD 45,886,000, up from HKD 38,324,000 in 2022, reflecting a growth of 19.5%[37]. - The group's distribution business in Hong Kong generated revenue of approximately HKD 43,779,000 for the six months ended June 30, 2023, an increase of about 16.6% compared to HKD 37,536,000 in the same period last year[78]. - Guangzhou Zhitong Telecommunications Co., Ltd. (GZDT) reported distribution revenue of approximately HKD 5,514,000 for the six months ended June 30, 2023, a 1.5 times increase from HKD 2,250,000 year-on-year, driven by increased customer purchases of mobile phones and electronic products[79]. - South Data Communication Pte. Ltd. in Singapore experienced a revenue decline of approximately 28.7%, with revenue falling to about HKD 24,884,000 from HKD 34,889,000 in the same period last year[81]. Cash Flow and Assets - The company's cash and cash equivalents decreased to HKD 8,929,000 as of June 30, 2023, from HKD 15,858,000 as of December 31, 2022[9]. - The net cash used in operating activities for the six months ended June 30, 2023, was HKD 5,999,000, a decrease from HKD 12,635,000 in the same period of 2022, indicating an improvement of approximately 52.5%[14]. - The company's total assets less current liabilities as of June 30, 2023, were HKD 35,862,000, down from HKD 41,716,000 as of December 31, 2022[10]. - The net assets as of June 30, 2023, were HKD 35,294,000, a decrease from HKD 41,034,000 as of December 31, 2022[10]. - The total inventory as of June 30, 2023, was HKD 2,254,000, a decrease from HKD 2,397,000 as of December 31, 2022[53]. - Trade receivables increased to HKD 41,391,000 as of June 30, 2023, from HKD 40,470,000 as of December 31, 2022, with a provision for impairment of HKD 19,155,000[53]. - The company's current assets net amount was approximately HKD 31,068,000 as of June 30, 2023, compared to approximately HKD 36,426,000 as of December 31, 2022[92]. - The current ratio as of June 30, 2023, was 4.8 times, down from 6.3 times as of December 31, 2022[92]. Cost Management and Expenses - Administrative and other operating expenses decreased by approximately 17.3% to about HKD 6,954,000 for the six months ended June 30, 2023, down from HKD 8,406,000 in the same period last year[88]. - The company's employee costs for the six months ended June 30, 2023, were HKD 2,192,000, slightly down from HKD 2,263,000 in the same period of 2022, a decrease of 3.1%[39]. - The group's financial costs for the six months ended June 30, 2023, were approximately HKD 26,000, a decrease of about 13.3% compared to approximately HKD 30,000 in the same period last year[90]. Corporate Governance and Compliance - The audit committee confirmed the effectiveness of the risk management and internal control systems as of June 30, 2023[120]. - The company has complied with the corporate governance code as per GEM listing rules during the review period[113]. - The company is committed to maintaining high levels of corporate governance to protect shareholder interests[113]. - The company has established a non-competition agreement with key stakeholders to mitigate potential competition in the RF-SIM business[119]. Strategic Initiatives and Market Expansion - The company is actively negotiating with service providers to further reduce the unit cost of call time and mobile data, aiming to lower the selling price of prepaid products and enhance competitiveness[76]. - The company is exploring overseas markets to allow outbound travelers to enjoy mobile data services at lower prices, which is expected to expand the user base and increase total usage of call time and mobile data[76]. - The company continues to strengthen cost control and extend credit terms for distributors while remaining vigilant and responsive to various special circumstances[76]. - The group aims to expand its telecommunications business into other Asia-Pacific regions while enhancing its product and service offerings to improve market competitiveness[82]. - The group is actively exploring opportunities in the 5G infrastructure sector and continues to conduct internal research for various application scenarios despite slower-than-expected progress[84]. - The group is implementing strict cost control measures to improve its business and financial performance while seeking new revenue sources[84].
直通电讯(08337) - 2023 - 中期业绩
2023-08-09 08:36
DIRECTEL HOLDINGS LIMITED 直 通 電 訊 控 股 有 限 公司 (於開曼群島註冊成立的有限公司) (股份代號:8337) 截至二零二三年六月三十日止六個月 的中期業績公告 香港聯合交易所有限公司(「聯交所」)GEM的特色 GEM的定位,乃為中小型公司提供一個上市的市場,此等公司相比起其他在聯交所上市的公司帶有較高投資 風險。有意投資的人士應了解投資於該等公司的潛在風險,並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司,在GEM買賣的證券可能會較於主板買賣之證券承受較大的市場波動 風險,同時無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本公告的內容概不負責,對其準確性或完整性亦不發表任何聲明,並 明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告的資料乃遵照《聯交所GEM證券上市規則》(「GEM上市規則」)而刊載,旨在提供有關直通電訊控股有 限公司(「本公司」)的資料;本公司董事(「董事」)願就本公告的資料共同及個別承擔全部責任。各董事作出一 切合理查詢後確認,就彼等所知及 ...
直通电讯(08337) - 2023 Q1 - 季度财报
2023-05-15 00:01
Financial Performance - Revenue for the three months ended March 31, 2023, was approximately HKD 31,667,000, a decrease of about 12.9% compared to HKD 36,356,000 in the same period of 2022[4] - Loss attributable to shareholders for the three months ended March 31, 2023, was approximately HKD 2,698,000, a reduction of about 42.2% from HKD 4,668,000 in the same period of 2022[4] - Gross profit for the three months ended March 31, 2023, was HKD 643,000, compared to HKD 452,000 in the same period of 2022, indicating an improvement in gross margin[5] - Operating loss for the three months ended March 31, 2023, was HKD 2,745,000, improved from HKD 4,716,000 in the same period of 2022[5] - Total comprehensive loss for the period was HKD 2,378,000, compared to HKD 4,691,000 in the same period of 2022, reflecting a reduction in overall losses[5] - The company reported a basic and diluted loss per share of approximately HKD 0.0146 for the three months ended March 31, 2023, compared to a loss of approximately HKD 0.0253 for the same period last year[20] Revenue Breakdown - Revenue from telecommunications services was HKD 1,131,000 for the three months ended March 31, 2023, compared to HKD 487,000 in the same period of 2022, showing significant growth[12] - Revenue from distribution business was HKD 30,536,000 for the three months ended March 31, 2023, down from HKD 35,869,000 in the same period of 2022[12] - Revenue from telecommunications services and distribution business was approximately HKD 1,131,000 and HKD 30,536,000, accounting for about 3.6% and 96.4% of total revenue, respectively[39] - The distribution business in Hong Kong generated revenue of approximately HKD 14,167,000 for the three months ended March 31, 2023, a decrease of about 21.9% from approximately HKD 18,131,000 in the same period last year[28] - The distribution business in China reported revenue of approximately HKD 2,416,000 for the three months ended March 31, 2023, an increase of about 2.9 times from approximately HKD 623,000 in the same period last year[29] - The revenue from mobile and data recharge distribution business decreased by approximately HKD 17,115,000, or 18.5%, to approximately HKD 13,953,000 compared to the same period last year[32] Cost Management and Business Strategy - The company is actively negotiating with service providers to further reduce the unit cost of call time and mobile data, aiming to lower the selling price of prepaid products to enhance competitiveness[28] - The company is expanding its business in Hong Kong to include the distribution of mobile phones and electronic products, which has become a major source of revenue[28] - The company is exploring overseas markets to offer mobile data services at lower prices for outbound travelers[28] - The group has strengthened cost control and extended credit terms for distributors to adapt to various market conditions[28] - The group continues to explore suitable business opportunities and investment prospects in the telecommunications sector while implementing strict cost control measures[38] Corporate Governance and Compliance - The company has maintained compliance with the corporate governance code as per GEM Listing Rules Appendix 15 during the three-month period ending March 31, 2023[58] - The company’s board members have confirmed adherence to the trading standards set forth in the GEM Listing Rules for securities transactions[59] - The company has disclosed no other interests or positions held by directors or major shareholders that require reporting under the Securities and Futures Ordinance as of March 31, 2023[53] - The company is committed to high levels of corporate governance to protect shareholder interests[58] Shareholder Information - As of March 31, 2023, the company has a significant shareholder, New Everich Holdings Limited, holding 104,437,500 shares, representing 56.49% of the total shares[51] - Li Jiancheng, a major shareholder, controls 56.49% of the shares through New Everich, and also holds 5,062,500 shares directly, accounting for 2.74%[51] - The company’s major shareholders include Golden Brand Holdings Limited, which holds 16,500,000 shares, representing 8.92%[54] Risk Management and Internal Control - The company has established a risk management and internal control system, which has been deemed sufficient and effective by the audit committee[66] - The management has confirmed the effectiveness of the financial reporting and risk management systems as of March 31, 2023[66] - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited performance for the three months ending March 31, 2023, and confirmed compliance with applicable accounting standards[68] Business Development - The company continues to focus on its telecommunications services and distribution business as its primary revenue streams[7] - The group is optimistic about medium to long-term business development and is actively expanding market channels in various regions[35] - The group has established a formal cooperation agreement to accelerate its 5G infrastructure business development[35] Other Information - The company did not recommend any dividend for the three months ended March 31, 2023[4] - The company has not granted or cancelled any stock options under its stock option plan as of March 31, 2023, and there are no unexercised options remaining[57] - No shares were purchased, sold, or redeemed by the company or its subsidiaries during the three months ending March 31, 2023[61] - The company has no reported interests in any competing businesses as of March 31, 2023, except for a joint venture with Direct Telecom Limited, which may offer competing services[62] - The company is committed to not engaging in any business that competes with its RF-SIM operations in Hong Kong and Macau, as per a non-competition agreement signed in May 2010[65] - Sunward Telecom Limited's wholly-owned subsidiary, Zhonggang Tong Telecom Co., Ltd., has obtained exclusive licensing rights for RF-SIM intellectual property in Hong Kong and Macau[65] - The company focuses on the development, production, and sales of RF-SIM products, as well as the licensing of RF-SIM rights outside Hong Kong and Macau[63]
直通电讯(08337) - 2022 - 年度财报
2023-03-30 23:03
Financial Performance - The group recorded revenue of approximately HKD 151,976,000 for the year ended December 31, 2022, representing an increase of about 1.1% compared to the previous year[9]. - The loss attributable to equity shareholders decreased by approximately 13.3% to about HKD 12,317,000, compared to a loss of approximately HKD 14,205,000 in the previous year[9]. - Revenue from telecommunications services significantly decreased by approximately 76.4% to about HKD 2,619,000, down from approximately HKD 11,096,000 in the previous year[10]. - The distribution business generated revenue of approximately HKD 149,357,000, an increase of about 7.3% from approximately HKD 139,175,000 in the previous year[10]. - Revenue from telecommunications services decreased by approximately 19.4% to about HKD 2,564,000 compared to the previous year, with a reduction of approximately HKD 3,182,000[17]. - The distribution business generated revenue of approximately HKD 83,114,000, a decrease of about 11.2% from approximately HKD 93,607,000 in the previous year[20]. - Revenue from mobile and data recharge services in China was zero, down from approximately HKD 7,851,000 in the previous year due to intense competition and market challenges[22]. - Revenue from mobile phone and electronic product distribution in China increased approximately 3.5 times to about HKD 12,140,000, compared to approximately HKD 2,682,000 in the previous year[23]. - Revenue from mobile and data recharge distribution in Singapore increased by approximately 26.2% to about HKD 54,103,000, up from approximately HKD 42,886,000 in the previous year[26]. - The group's revenue for the year ended December 31, 2022, was approximately HKD 151,976,000, an increase of about 1.1% from HKD 150,271,000 in the previous year[33]. - The revenue from telecommunications services and distribution was approximately HKD 2,619,000 and HKD 149,357,000, accounting for 1.7% and 98.3% of total revenue, respectively[33]. - The group's gross profit increased by approximately 36.0% to about HKD 4,171,000, compared to HKD 3,068,000 in the previous year, mainly due to improved gross margins in distribution business in China[37]. - Other income for the year was approximately HKD 309,000, a 55.3% increase from HKD 199,000 in the previous year, primarily due to a one-time wage subsidy from the Hong Kong government[38]. - The group's administrative and other operating expenses decreased by approximately 4.6% to about HKD 17,021,000 from HKD 17,845,000 in the previous year[40]. Business Outlook and Strategy - The company anticipates a gradual recovery in the operating environment as travel demand rebounds following the easing of COVID-19 restrictions[11]. - The group maintains a cautiously optimistic outlook for medium to long-term business development, expecting increased customer usage of roaming products and services[11]. - The company plans to continue focusing on Mobility as a Service (MaaS) and is actively seeking partnerships in the Greater Bay Area and Southeast Asia to provide mobile communication services[14]. - The company is actively seeking distributors to expand overseas markets and enhance competitiveness by lowering the prices of prepaid products[18]. - The company plans to continue investing resources to increase the variety of mobile phones and electronic products offered, aiming to broaden revenue sources and improve business performance[20]. - The company is optimistic about the recovery of the tourism industry and expects to reintroduce roaming products and services to the market as travel demand rebounds[27]. - The company is preparing for a return to normal operations and is closely monitoring market developments to expand its business channels in various regions[27]. - The company aims to enhance its market position and increase revenue through the introduction of multiple prepaid products in a competitive telecommunications market[18]. - The group is actively exploring suitable business opportunities and investment prospects in the telecommunications sector while implementing strict cost control measures to improve business and financial performance[33]. - The group aims to accelerate its business development model by promoting synergy across various business segments, focusing on Mobility as a Service (MaaS) to extend its services into higher-value information services[31]. Financial Position and Assets - As of December 31, 2022, the total equity attributable to equity holders was approximately HKD 40,993,000, a decrease from HKD 55,979,000 as of December 31, 2021[50]. - The group's current assets net value was approximately HKD 36,426,000 as of December 31, 2022, down from HKD 51,355,000 as of December 31, 2021, with cash and cash equivalents of about HKD 15,858,000 compared to HKD 29,524,000 in the previous year[51]. - The current ratio as of December 31, 2022, was 6.3 times, lower than 8.5 times as of December 31, 2021[51]. - The total employee compensation for 2022 was approximately HKD 4,480,000, a decrease from HKD 4,958,000 in 2021[61]. - The group had no significant acquisitions, disposals, or major investments during the review year[56]. - As of December 31, 2022, the group had no outstanding loans or borrowings, resulting in a capital debt ratio that was not applicable[50]. - The group had a performance guarantee deposit of HKD 200,000 as of December 31, 2022, which was the same as the previous year[53]. - The group employed 20 staff members as of December 31, 2022, down from 21 in the previous year[59]. - The group has no derivative instruments for hedging currency risks as of December 31, 2022[52]. Corporate Governance and Compliance - The board does not recommend the payment of a final dividend for the year ended December 31, 2022[88]. - The company confirmed compliance with the disclosure requirements of GEM Listing Rules[99]. - The company has established a remuneration committee to review the remuneration policies and arrangements for all directors and senior management based on the group's performance and market practices[116]. - No remuneration was paid to directors or the five highest-paid employees as an incentive to join the group or as bonuses or severance payments during the year ended December 31, 2022[117]. - The company has arranged suitable liability insurance policies for its directors and senior management[112]. - There were no major contracts entered into by the company or its subsidiaries with controlling shareholders related to the group's business during the review period[113]. - The company has maintained a public float of no less than 25% of the total issued share capital as of December 31, 2022[144]. - The company has adopted a corporate governance report in compliance with the GEM Listing Rules, ensuring high standards of corporate governance to protect shareholders' interests[147]. - The company has established a code of conduct for directors regarding securities trading, confirming compliance with the required standards[148]. - The board consists of two executive directors, three non-executive directors, and three independent non-executive directors, ensuring compliance with GEM listing rules[151]. - The company has implemented a mechanism to ensure independent opinions are provided to the board, which is reviewed annually by the board and the nomination committee[152]. - The roles of the chairman and the CEO are separated, with Li Jiancheng as chairman and Peng Guozhou as CEO, ensuring independence and accountability[162]. - The company has obtained annual independence confirmations from independent non-executive directors, affirming their compliance with GEM listing rules[151]. - The board meets at least four times a year to determine overall strategic direction and approve financial results[154]. - The company has established a non-competition agreement with its shareholders, prohibiting them from engaging in any competing business in Hong Kong and Macau related to the RF-SIM business[163]. - The company has provisions for shareholders to assist in acquiring business opportunities that may compete with the group, ensuring favorable terms for the company[170]. Risk Management and Sustainability - The group faces various financial risks, including credit risk, interest rate risk, foreign exchange risk, and liquidity risk, and regularly reviews its capital structure[80]. - The group is committed to environmental sustainability and has implemented various eco-friendly measures without receiving any complaints regarding environmental issues during the review period[63]. - The group is committed to environmental protection and requires suppliers to comply with relevant environmental regulations[83]. - The company implemented a whistleblowing policy to promote compliance and ethical conduct, with no significant fraud or misconduct reported affecting financial statements for the year ending December 31, 2022[195]. - The company has adopted an anti-corruption policy as part of its corporate governance framework, emphasizing integrity and ethical conduct in business operations[198]. - The anti-corruption policy includes specific behavioral guidelines for employees and business partners to combat corruption, reflecting the company's commitment to ethical business practices and compliance with applicable laws[198]. Shareholder Relations and Communication - The company maintains a shareholder communication policy to ensure timely access to comprehensive and equal information for shareholders and potential investors[200]. - The company believes that maintaining high transparency is key to strengthening investor relations, consistently disclosing company information to shareholders and investors[200].