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].
坚宝国际(00675) - 2019 - 年度财报