Financial Performance - The company's revenue for the fiscal year ended December 31, 2020, was approximately HKD 372.29 million, a decrease of about 16.18% compared to the previous year[7]. - The operating loss for 2020 was approximately HKD 11.27 million, compared to an operating loss of approximately HKD 23.85 million in the previous year[7]. - The loss attributable to equity shareholders for 2020 was approximately HKD 110.37 million, which included a revaluation loss of investment properties of approximately HKD 43.06 million[7]. - Revenue from toys and model trains for the fiscal year was approximately HKD 327.98 million, a decrease of about 18.78% compared to the previous year[14]. - The company reported a loss attributable to equity shareholders of approximately HKD 110,366,000 for the fiscal year, compared to a loss of HKD 14,364,000 in the previous year[116]. - No final dividend was recommended for the fiscal year ending December 31, 2020, consistent with the previous year's decision to pay no dividend[117]. - Charitable and other donations for the year amounted to approximately HKD 24,000, a significant decrease from HKD 198,000 in the previous year[118]. Investment Properties - Rental income from investment properties for the fiscal year was approximately HKD 44.31 million, an increase of about 9.84% compared to the previous year[16]. - The occupancy rate of investment properties during the review year was approximately 67%, down from 73% in 2019[17]. - The revitalization plan for the Kader Building has been approved by the Hong Kong government, expected to be completed by the end of 2022[8]. - The revitalization plan for the Kai Tak Building has been approved by the Hong Kong government, expected to enhance revenue sources and profitability by the end of 2022[41]. - The group's investment properties and certain leased lands and buildings, with a net book value of approximately HKD 18.8683 billion, were mortgaged to secure bank financing[36]. Business Strategy and Operations - The company plans to diversify its business and implement various measures to improve efficiency and strengthen cost control[13]. - The group plans to diversify its business and explore sales opportunities to maintain operations amid ongoing economic challenges due to the COVID-19 pandemic[41]. - The company will continue to explore new sales opportunities and produce high-quality products at competitive prices[15]. - One customer accounted for approximately 17% of the company's sales in 2020, highlighting the need for customer base diversification[22]. Financial Position - As of December 31, 2020, the group's net asset value per share was approximately HKD 2.32, down from HKD 2.44 in 2019[34]. - The group recorded a net current liability of approximately HKD 0.3498 billion, compared to a net current asset of approximately HKD 0.4617 billion in 2019[34]. - Total bank borrowings amounted to approximately HKD 3.2435 billion, slightly up from HKD 3.2373 billion in 2019[34]. - The debt-to-equity ratio calculated from total bank borrowings was approximately 14.71%, an increase from 13.98% in 2019[34]. Corporate Governance - The group has maintained compliance with all corporate governance codes, with a noted exception regarding the dual role of the chairman and CEO[45]. - The board consists of three executive directors, one non-executive director, and four independent non-executive directors, ensuring a strong independent element in decision-making[49]. - The chairman and managing director, Mr. Ding Wushou, believes that having the same person in both roles leads to unified leadership and more effective business strategy execution[50]. - All non-executive and independent non-executive directors are selected based on required skills and experience, with a term of two years that can be renewed[51]. - The board meets at least four times a year, with additional meetings as necessary, ensuring regular oversight of the company's strategy and performance[58]. - The attendance record for the board meetings shows that all directors participated actively, with Mr. Ding Wushou attending 4 out of 4 meetings[61]. - The remuneration committee, consisting of two independent non-executive directors and one executive director, aims to link directors' compensation to performance and company goals[65]. - The company has updated its insurance policy to provide adequate protection for directors and senior management[56]. - The board is responsible for reviewing and monitoring compliance with legal and regulatory requirements, ensuring good corporate governance practices[64]. - Continuous professional development for directors is emphasized, with all directors participating in relevant training activities during the year[55]. - The company has established three committees: the remuneration committee, audit committee, and nomination committee, to oversee various aspects of governance[62]. - The Audit Committee held two meetings during the year to review interim and annual financial statements and discuss risk management and internal controls[69]. - The Audit Committee focused on significant judgments, changes in accounting policies, and compliance with accounting standards during the review of financial reports[70]. - The Audit Committee conducted an annual review of the financial monitoring, risk management, and internal control systems[72]. - The Nomination Committee held one meeting during the year to review the board's structure and propose changes to align with company strategy[75]. - The company established a board diversity policy in August 2013 to promote diversity in terms of gender, age, cultural background, and professional experience[76]. - The company’s auditor, KPMG, provided audit and related services with fees amounting to HKD 102,000 and HKD 270,000 for other subsidiaries for the year ending December 31, 2020[87]. - The Audit Committee is responsible for overseeing the relationship with external auditors, including their appointment and remuneration[69]. - The Nomination Committee evaluates the independence of independent non-executive directors and reviews the nomination policy[75]. - The company ensures that internal and external auditors' work is coordinated and that the internal audit function has sufficient resources[72]. - The Audit Committee discusses any significant issues raised by the auditors and ensures timely responses from the board[71]. Shareholder Information - The total equity held by Ding Wushou is 549,968,695 shares, representing 57.86% of the issued share capital[146]. - Ding Tianli holds 21,530,432 shares, accounting for 2.26% of the issued share capital[146]. - Ding Wangyunxin has a total equity of 2,075,183 shares, which is 0.22% of the issued share capital[146]. - The company has no outstanding service contracts with directors that cannot be terminated within one year without compensation[144]. - All non-executive and independent non-executive directors serve a term of two years, which can be renewed for another two years[144]. - Ding Wushou's spouse is a beneficial owner of the shares held[146]. - Ding Wushou controls 209,671,000 shares through Border Shipping Limited[147]. - Ding Tianli holds a 63.89% beneficial interest in Allman Holdings Limited[151]. - Ding Tianli has a 100% beneficial interest in Pacific Squaw Creek, Inc.[151]. - Ding Wushou has a 13% beneficial interest in SCA[152]. - As of December 31, 2020, Forest Crimson Limited holds 209,671,000 shares, representing 22.06% of the total issued share capital[157]. - Mr. Ding He Shou has personal interests of 13,800,238 shares and family interests of 571,429 shares, totaling 53,469,948 shares, which is 5.62% of the total issued share capital[157]. - The company maintained a public float exceeding 25% of its issued share capital as of the report date[170]. Sustainability and ESG - The company has established a comprehensive sustainability approach, integrating corporate social responsibility into daily operations[173]. - The company has implemented an Environmental, Health, and Safety (EHS) management system, including regular internal inspections and committee meetings[175]. - The company adheres to the Responsible Business Alliance (RBA) Code of Conduct in its operations[175]. - The company has a commitment to high-quality products and services as outlined in its group quality policy[175]. - The company engages with stakeholders through various channels, including annual reports and customer service, to assess ESG-related risks and develop sustainable strategies[177]. - A total of 27 ESG issues were identified and prioritized based on stakeholder feedback, with a focus on high, medium, and low priority categories for better resource allocation[182]. - The company has implemented a quality management system certified by ISO 9001:2015, ensuring product quality throughout the manufacturing process[192]. - No significant non-compliance issues related to bribery, fraud, or money laundering were reported in the fiscal year 2020[188]. - The company has a customer complaint handling procedure in place, with no records of product or service complaints in the fiscal year 2020[193]. - The company emphasizes the importance of protecting customer data and complies with privacy laws through regular audits and employee training[189]. - The company has established a clear product labeling policy to guide customers on the correct and safe use of its products[192]. - The company actively seeks stakeholder input through online surveys to prioritize ESG issues that significantly impact its operations[186]. - The company is committed to ethical business practices and creating sustainable value for its partners and communities[187]. - The company has not reported any major non-compliance with laws regarding product safety and health in the fiscal year 2020[191]. Supplier Relations - The largest supplier accounted for 9% of the group's procurement in 2020, down from 12% in 2019[125]. - The top five suppliers collectively represented 30% of procurement in 2020, slightly up from 29% in 2019[125]. - The largest customer contributed 17% to sales in 2020, a significant decrease from 32% in 2019[125]. - The top five customers together accounted for 43% of sales in 2020, down from 49% in 2019[125]. - The group collaborated with 165 suppliers in FY2020, with 64% from Hong Kong, 33% from China, and 3% from other regions[196]. - Suppliers must comply with various ESG-related requirements, including anti-corruption, occupational health and safety, product safety, labor standards, and environmental protection[198]. - The group conducts regular performance evaluations of suppliers, and non-compliance may result in removal from the approved supplier list[196]. - The high-tech factory has participated in Intertek's global safety certification program to identify and mitigate potential safety risks in the supply chain[198]. - The verification focuses on aspects such as supply chain transparency, risk assessment, and personnel safety[199].
开达集团(00180) - 2020 - 年度财报