Stock Options and Share Issuance - The total number of stock options granted but not yet exercised under the stock option plan is 9,319,000, representing approximately 1.40% of the issued shares[11] - The maximum number of shares that may be issued upon the exercise of all stock options under the plan and other stock option plans is 66,570,100 shares, equivalent to 10% of the total issued shares on the date of listing on the Stock Exchange[11] - The total number of stock options granted during the year is 11,710,000, with 9,510,000 exercised and 9,319,000 remaining unexercised as of September 30, 2022[1] - The exercise price for stock options granted on March 3, 2022, is HKD 0.276, with a closing price of HKD 0.260 on the grant date[1] - The stock option plan allows for a maximum issuance of shares not exceeding 30% of the issued shares at any time, subject to the plan limit[11] - Each participant is subject to an individual limit of 1% of the issued shares for stock options granted, exercised, or canceled within any 12-month period[12] - The stock option plan aims to provide participants with ownership interests and incentives to contribute to the company's value and shareholder interests[9] Shareholder Structure - The largest shareholder, Mr. Gao Junxi, holds 432,363,000 shares, representing 65.76% of the company's issued shares[17] - Mr. Gao Junxi, through his wholly-owned company, holds an additional 302,747,000 shares, representing 45.48% of the company's issued shares[25] - Mr. Weng Anhua holds 39,424,000 shares, representing 5.92% of the company's issued shares[25] - Mr. Li Jiahui holds 12,801,000 shares, representing 2.37% of the company's issued shares[25] Financial Performance - Revenue for the fiscal year 2022 increased by HKD 93.7 million or 36.8% to HKD 348.6 million compared to the fiscal year 2021[44] - Gross profit increased by HKD 2.5 million in fiscal year 2022, but the gross margin decreased from 17.2% in fiscal year 2021 to 13.3% due to increased material, labor, and subcontracting costs impacted by COVID-19[44] - Other income increased by HKD 3.7 million to HKD 8.4 million in fiscal year 2022, primarily due to increased government subsidies from the "Employment Support Scheme"[45] - The company recorded a net other loss of HKD 8.2 million in fiscal year 2022, compared to a net other gain of HKD 6.3 million in fiscal year 2021, mainly due to reduced gains from the sale of property, plant, and equipment, and decreases in the fair value of investment properties and financial assets[46] - Administrative expenses decreased by HKD 1.3 million in fiscal year 2022, primarily due to reduced employee costs[48] - Profit and total comprehensive income decreased by HKD 3.6 million, influenced by a combination of increased gross profit, other income, reduced administrative expenses, and decreased tax expenses[49] - The company's rental income from property investments was approximately HKD 1.1 million in fiscal year 2022, down from HKD 1.4 million in fiscal year 2021[43] - The company's bank and cash balances, along with short-term bank deposits, amounted to approximately HKD 127.7 million as of September 30, 2022, compared to HKD 112.2 million in the same period last year[57] - The company's distributable reserves as of September 30, 2022, amounted to approximately HKD 95.8 million[111] - The company did not recommend paying a final dividend for the 2022 fiscal year[113] Corporate Governance - The company has received annual confirmations from controlling shareholders regarding compliance with non-compete commitments as of September 30, 2022[4] - The company has adopted a remuneration policy based on individual qualifications and contributions, with stock options as part of the incentive scheme[8] - The company has no significant transactions, arrangements, or contracts involving directors' interests during the year[5] - The company's board of directors consists of nine members, including executive, non-executive, and independent non-executive directors, with 13 board meetings held during the year[67] - The company maintains a strong corporate governance framework, adhering to the principles of the Corporate Governance Code, with regular reviews and updates to ensure compliance[65] - The company's board ensures timely dissemination of meeting agendas and necessary materials to directors, facilitating informed decision-making and effective oversight[69] - The company has not taken out insurance for potential legal actions against its directors, as the likelihood of such actions is deemed low[72] - The attendance rate for board meetings was 100% for all directors except for Mr. Han Zhenghai, who resigned on January 28, 2022, and had 0/13 attendance[73] - The audit committee held two meetings in 2022 to review the audited financial statements, risk management, internal control systems, and accounting principles[78] - The remuneration committee held two meetings in 2022 to review and recommend the remuneration policies and structures for directors and senior management[79] - The nomination committee held two meetings in 2022 to review the board's structure, size, and composition, and to assess the independence of independent non-executive directors[80] - The company encourages directors to participate in continuous professional development to enhance their knowledge and skills, with all directors complying with the Corporate Governance Code's provisions[75] - The board is responsible for maintaining effective risk management and internal control systems to safeguard the company's assets and shareholders' interests[82] - The internal audit function reviewed the effectiveness of the company's risk management and internal control systems, with findings and recommendations reported to the audit committee and board[82] - The company has not formally established a CEO position, but the executive directors effectively fulfill the CEO role, with the board reviewing the company's structure as the business grows[76] - The board is responsible for formulating and reviewing corporate governance policies, monitoring compliance with legal and regulatory requirements, and reviewing the company's adherence to the Corporate Governance Code[77] - The audit committee reviewed the company's risk management and internal control systems, as well as the accounting principles and practices adopted by the company[78] - The company's financial performance and asset and liability summary for the past five fiscal years are detailed in the annual report on page 118, extracted from the audited consolidated financial statements[84] - The company's reserve changes for the year are detailed in the consolidated statement of changes in equity on page 57 of the annual report[85] - The Risk Management Committee held one meeting during the year to oversee the risk management framework, review risk reports, and assess the effectiveness of risk control measures[87] - The company has established a disclosure mechanism to regulate the identification and confidentiality of insider information until approved by the Board for release[90] - The Board confirms its responsibility for preparing financial statements that reflect the company's financial position and performance, adhering to all relevant statutory requirements and accounting standards[91] - The external auditor's statement regarding their responsibility for the financial statements for the year ended September 30, 2022, is included in the annual report on pages 49 to 53[92] - The company's corporate governance report states that the risk management and internal control systems are effective and sufficient, and the company complies with the relevant provisions of the Corporate Governance Code[90] - The company maintains communication with analysts and institutional investors, providing them with the latest and most detailed development information, and regularly releases updates such as annual reports, interim reports, announcements, and press releases[94] - The company's Articles of Association did not undergo any significant changes during the year ended September 30, 2022[98] - The Risk Management Committee members include two executive directors and three independent non-executive directors, with full attendance records listed on page 10 of the annual report[87] Suppliers and Subcontractors - The top five suppliers accounted for 41.6% of total material costs in FY2022, down from 48.3% in FY2021[20] - The largest supplier accounted for 10.8% of total material costs in FY2022, down from 15.4% in FY2021[20] - The top five subcontractors accounted for 89.4% of total subcontracting fees in FY2022, down from 98.6% in FY2021[20] - The largest subcontractor accounted for 48.9% of total subcontracting fees in FY2022, down from 63.3% in FY2021[20] - The company has 25 suppliers located in Hong Kong, all of which are subject to environmental and social performance evaluations[190] Financial Position and Commitments - The company had no bank borrowings as of September 30, 2022, maintaining a net cash position[30] - The company's asset-liability ratio is not applicable due to its net cash position[30] - The company has no capital commitments as of September 30, 2022[52] - The company paid HKD 965,000 in audit fees to Deloitte Touche Tohmatsu for the fiscal year 2022[56] - The company's financial statements for 2022 were audited and found to be in compliance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance[198] - The audit was conducted in accordance with Hong Kong Auditing Standards, and the auditors confirmed their independence from the company[199] - Key audit matters were identified based on professional judgment, focusing on the most significant issues affecting the financial statements[200] Employees and Workforce - The company's employee count increased to 808 as of September 30, 2022, up from 287 in the previous fiscal year, with 76 long-term employees and 732 short-term employees[58] - The company has 807 full-time employees (2021: 286) and 1 part-time employee (2021: 1), all located in Hong Kong[174] - Employee turnover rate by region: Hong Kong 1% (2022), 0% (2021); Outside Hong Kong 8% (2022), 0% (2021)[170] - Employee turnover rate by gender: Male 1% (2022), 9% (2021); Female 8% (2022), 0% (2021)[176] - Number of work-related injury cases (sick leave >3 days): 3 cases (2022), 2 cases (2021)[178] - Total work-related injury lost days: 622 days (2022), 159 days (2021)[178] - Employee distribution by age: Under 30 years old 113 (2022), 431 (2021); 30-50 years old 264 (2022), 37 (2021); Over 50 years old 155 (2022), 95 (2021)[168] - Employee distribution by function: Senior management 15 (2022), 779 (2021); Operations team 7 (2022), 14 (2021); Support departments 266 (2022), 14 (2021)[175] - The company has obtained ISO 45001:2018 Occupational Health and Safety Management System certification[177] - The company conducts regular safety meetings, seminars, and activities to promote workplace safety[181] - The company provides education subsidies to employees to enhance their work skills and encourage continuous learning[184] - The number of trained employees increased to 808 in 2022 from 287 in 2021, with total training hours rising to 2,424 from 1,523[186] - The average training hours per employee decreased to 3 in 2022 from 5.3 in 2021[186] - 100% of employees, including both male and female, across all functions (senior management, operations, and support) received training in both 2021 and 2022[186] Environmental, Social, and Governance (ESG) - The company's ESG report for the fiscal year ending September 30, 2022, confirmed the establishment of appropriate and effective management policies and internal control systems for ESG matters[128] - The company's ESG report for the fiscal year ending September 30, 2022, disclosed compliance with ESG reporting guidelines[128] - The company made charitable donations of approximately HKD 1.0 million in the current fiscal year, compared to HKD 1.2 million in the previous fiscal year[133] - The company has obtained ISO14001:2015 Environmental Management System certification and maintains strict compliance with environmental laws and regulations in Hong Kong[131] - The company's ESG report covers its business activities in Hong Kong, which is the primary source of revenue, and excludes construction site offices due to minimal emissions[134] - The company has implemented measures to save energy and reduce greenhouse gas emissions in response to climate change challenges[141] - The company provides competitive compensation packages, including medical allowances, transportation subsidies, group insurance, and mandatory provident funds[144] - The company emphasizes diversity, equal opportunity, and anti-discrimination in its employment practices, ensuring a zero-tolerance policy for workplace harassment[145] - The company promotes work-life balance by regularly reviewing work environments, hours, and rest periods, and encourages employee participation in social and volunteer activities[146] - The company has established a robust recruitment process based on job suitability and experience to meet current and future business needs[144] - The company conducts annual performance evaluations to determine promotions and salary adjustments based on objective performance indicators[144] - The company has preventive measures in place for extreme weather conditions, such as black rainstorm warnings and typhoon signal No. 8, to ensure safety and asset protection[141] - Total greenhouse gas emissions in 2022 were 61.20 tons, an increase from 54.70 tons in 2021, with emissions per employee decreasing to 0.08 tons from 0.19 tons[151] - The company aims to reduce greenhouse gas emissions by 2% next year[151] - Paper consumption decreased to 2,175 kg in 2022 from 2,906 kg in 2021, with paper consumption per employee dropping to 2.69 kg from 10.13 kg[156] - Diesel consumption increased to 8,024 liters in 2022 from 7,028 liters in 2021, but diesel consumption per employee decreased to 9.93 liters from 24.49 liters[161] - Gasoline consumption decreased to 1,951 liters in 2022 from 2,157 liters in 2021, with gasoline consumption per employee dropping to 2.41 liters from 7.52 liters[161] - Electricity consumption decreased to 36,152 kWh in 2022 from 40,952 kWh in 2021, with electricity consumption per employee dropping to 44.74 kWh from 142.69 kWh[161] - Water consumption decreased to 131 cubic meters in 2022 from 224 cubic meters in 2021, with water consumption per employee dropping to 0.16 cubic meters from 0.78 cubic meters[161] - The company aims to reduce energy consumption by 2% next year, including water consumption[160] - The company has implemented measures to reduce paper usage, including double-sided printing and electronic communication[159] - The company has set a target to reduce harmless waste by 2% next year[158] Customers and Revenue - The top five customers accounted for 100% of the company's total revenue in the 2022 fiscal year, with the largest customer contributing 51.6% of total revenue[117] Subsidiaries and Business Operations - The company's subsidiaries are primarily engaged in power engineering and property investment[112] - The company secured confirmed project orders totaling approximately HKD 639.1 million as of September 30, 2022, with completion dates extending over the next two years[61] - A joint venture agreement was signed on November 5, 2022, with the company agreeing to invest up to HKD 20.5 million for a 40% stake in the joint venture, focusing on IT products, services, and financial/commercial big data[62] - The company's subsidiaries' details as of September 30, 2022, are provided in Note 35 of the consolidated financial statements[121] Quality Management and Customer Feedback - The company's quality management system for low-voltage systems is ISO 9001:2015 certified, with annual internal audits conducted to ensure compliance[192] - No significant complaints regarding products or services were received during the reporting period[195] - The company has established procedures to handle customer feedback and complaints, with corrective measures taken to address any non-compliance[195] Risk Management and Internal Controls - The company has no significant contingent liabilities as of September 30, 2022, consistent with the previous fiscal year[59] - No major investment plans, acquisitions, or disposals were made as of September 30, 2022[60] - The company has no significant foreign currency risk and currently does not have a foreign currency hedging policy, but will monitor and consider hedging if necessary[51] - The company's board of directors proposed the reappointment of Deloitte Touche Tohmatsu as the company's auditor at the annual general meeting[122] - The company's property, plant, and equipment changes for the fiscal year are detailed in Note 13 of the consolidated financial statements[110] - The company's share capital changes for the fiscal year are detailed in Note 26 of the consolidated financial statements[114]
高丰集团控股(02863) - 2022 - 年度财报