Financial Performance - The annual report covers the financial performance for the year ended March 31, 2019[11]. - The Group recorded a total turnover of approximately HK47.9 million for last year[16]. - The gross revenue from the Cinema Business was HK46.9 million in the previous year, indicating a decline in both revenue and gross profit[16]. - The Group did not generate any revenue from the Filmed Entertainment Business during the Year due to the absence of suitable business opportunities[16]. - As of 31 March 2019, the Group's total assets were approximately HK145.9 million in 2018, with cash and cash equivalents at approximately HK3.9 million during the Year, a shift from an exchange gain of approximately HK$2.6 million in the previous year[17]. - The Group reported a loss for the year ended March 31, 2019, with no final dividend recommended for the year (2018: Nil)[179]. Strategic Focus and Business Development - The Group focused on movie production, licensing, derivatives, crossover marketing, and interactive content provision during the year[12]. - The cinema investment and management segment was also a key area of focus for the Group[12]. - The Group's strategy includes expanding its presence in the filmed entertainment and new media sectors[12]. - The Group aims to leverage its licensing businesses to drive revenue growth[12]. - Future outlook includes potential market expansion in cinema management[12]. - The Group is committed to exploring new technologies to enhance its film production capabilities[12]. - The report highlights the significance of crossover marketing in reaching broader audiences[12]. - The Group's overall performance reflects its strategic focus on diversified entertainment offerings[12]. - The Group plans to focus on investment opportunities in cinemas and popular movies in the PRC, alongside expanding into consultancy services and online gaming[39][40]. - The Group aims to leverage its existing businesses to create synergies with new ventures, enhancing future benefits[43][45]. Corporate Governance - The Company emphasizes high standards of corporate governance to effectively monitor business activities and protect shareholder interests[59]. - The Board is composed of seven Directors, including three executive Directors and three independent non-executive Directors, ensuring a balance of expertise and independence[69]. - The Company has complied with the mandatory provisions of the Corporate Governance Code, with specific deviations noted in the sections regarding the Chairman and Chief Officer[60]. - Directors' emoluments are determined based on their duties, the Company's performance, and current market conditions, with details disclosed in the financial statements[68]. - All Directors participated in continuous professional development activities during the Year to enhance their knowledge and skills[77]. - The Company has arranged appropriate insurance coverage for Directors and senior management against legal actions arising from corporate activities, reviewed annually[79]. - The Board is responsible for major decision-making and must approve significant transactions before they are executed[62]. - The Company has adopted a code of conduct for securities transactions by Directors, ensuring compliance with GEM Listing Rules[61]. - The Board will regularly review its composition to maintain an appropriate balance of skills and experience[67]. - The Company has made specific inquiries to all Directors regarding compliance with securities transaction standards, with no non-compliance reported[64]. - The company does not have a Chairman of the Board and Chief Executive Officer as of March 31, 2019, and is in the process of locating suitable candidates for these positions[86]. - The Board members share the responsibility to ensure good corporate governance practices and procedures are established, discussing corporate governance issues in meetings to approve interim and annual results[89]. - The executive Directors are responsible for encouraging all directors to actively contribute to the Board's affairs and ensuring that decisions reflect Board consensus[90]. - Independent non-executive Directors hold at least one meeting annually to discuss significant issues of the Company without influence from executive Directors[91]. - The executive Directors ensure effective communication with shareholders, discussing shareholder viewpoints in Board meetings following shareholders' meetings[92]. - The nomination committee is chaired by an executive Director and consists of a majority of independent non-executive Directors, who have veto power over inappropriate nominations[97]. - The remuneration committee consults with an executive Director regarding remuneration proposals for other executive Directors[98]. - The Board has appointed at least one executive Director to attend the annual general meeting due to the chairmanship vacancy[100]. - The Company has established a Remuneration Committee comprising all independent non-executive Directors and one executive Director, responsible for making recommendations on remuneration policies[121]. - The primary goal of the executive remuneration packages is to motivate executive Directors and senior management by linking their remuneration to the Group's operational results[123]. - The principal elements of the Group's executive remuneration package include basic salary, discretionary bonus, and share options[125]. - The Company Secretary reports to the executive Directors and assists the Board in functioning effectively[120]. - The corporate governance policy of the Group has been reviewed and deemed effective by the Board[112]. - Non-executive Directors are subject to re-election at the annual general meeting, ensuring accountability[106]. - One-third of the Directors must retire by rotation, with each Director subject to retirement at least once every three years[107]. - The Remuneration Committee reviews and approves compensation arrangements for Directors dismissed for misconduct[121]. - The Company has a formal and transparent procedure for developing remuneration policy, ensuring alignment with corporate goals[121]. - The Nomination Committee is composed of Ms. Chow Man Ki Kelly (Chairman) and all independent non-executive Directors, including Ms. Choi Mei Ping, Mr. Tsoi Chiu Yuk, and Mr. Ong King Keung[126]. - The responsibilities of the Nomination Committee include reviewing the structure, size, and composition of the Board, and making recommendations for the appointment or reappointment of directors[127]. - The Board has adopted a board diversity policy that considers factors such as gender, age, cultural background, educational background, skills, knowledge, and professional experience[136]. - The Audit Committee, comprising all independent non-executive Directors, is responsible for reviewing the Company's annual, interim, and quarterly reports[138]. - As of March 31, 2019, the Directors are not aware of any material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern[140]. - The Nomination Committee may consult various sources to identify suitable candidates, including referrals from existing Directors and recommendations from third-party agencies[132]. - All appointments of Directors will be confirmed by filing the consent to act as Director with relevant regulatory authorities if required[133]. - The Audit Committee provides advice and comments on the Company's financial reporting, risk management, and internal control systems[139]. - The Nomination Committee will evaluate candidates' suitability through interviews, background checks, and third-party reference checks[133]. - The Company has established specific written terms of reference for both the Nomination Committee and the Audit Committee in compliance with relevant regulations[138]. Risk Management and Internal Controls - The Board has engaged independent professional advisors to conduct an annual review of the Group's risk management and internal control systems, which were deemed effective and adequate[162]. - The Company has implemented a phased improvement plan to enhance its internal controls and risk management system, focusing on a risk-based approach[155]. - The risk management framework includes a comprehensive identification and prioritization of material risks throughout the Group[152]. - The internal controls model is based on the COSO framework, which includes five components: Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring[154]. - The Board is responsible for overseeing the effectiveness of the risk management systems and internal controls, setting strategic objectives, and monitoring risk exposure[160]. - The Company aims to further integrate internal controls and risk management into business processes, including annual budgeting and planning[156]. - No significant areas of concern affecting financial, operational, compliance controls, and risk management functions were identified during the review[162]. - The Company has established a policy for handling and disseminating inside information to comply with statutory and listing rule disclosure requirements[164]. - The risk management process and internal controls are practiced across business operations and functional areas[160]. Environmental and Social Responsibility - The Group has initiated a paper recycling program in offices to promote environmental awareness among employees[191]. - The Board has instructed employees to adhere to anti-corruption practices and not to solicit or accept advantages from business partners[196]. - The Group emphasizes the importance of integrity and fairness, ensuring all employees adhere to anti-corruption regulations[197]. - The Group provides career advancement opportunities and encourages participation in professional examinations and training through leave grants[198]. - Competitive remuneration is offered to employees, with annual performance reviews reflecting individual contributions[198]. - The Company operates a share option scheme to incentivize and reward eligible participants contributing to its success[199]. Communication and Transparency - The Company emphasizes the importance of good communication with shareholders and maintains a policy of open and timely disclosure of corporate information[172]. - The Board recognizes the need for transparency to enhance investor relations[172]. - The Company updates shareholders on business developments and financial performance through various corporate publications[173]. - A summary of the Group's financial performance over the last five years is available, although it does not form part of the audited consolidated financial statements[180]. - The Company’s business review and likely future developments are detailed in the Directors' Business Review section[187].
比高集团(08220) - 2019 - 年度财报