Financial Performance - For the year ended December 31, 2019, the company recorded a revenue of $4,595,000, a decrease of 88.2% compared to $38,965,000 in 2018[19] - The company's loss before tax for the year was $21,945,000, an increase of $6,583,000 from the loss of $15,362,000 in 2018[19] - The basic loss per share for the year was 3.01 cents, compared to 2.09 cents in 2018[19] - The gross profit margin turned negative at -143.5% for the year[19] - As of December 31, 2019, the company had cash and cash equivalents of $12,519,000, down from $19,441,000 in 2018[21] - The current ratio as of December 31, 2019, was 2.3 times, compared to 3.7 times in 2018, indicating a decline in liquidity[21] Corporate Governance - The board of directors held four meetings during the year, all of which were regular meetings[37] - The company has received annual confirmations from independent non-executive directors regarding their independence status as per listing rules[47] - The chairman and the managing director roles are held by different individuals, ensuring a clear division of responsibilities[51] - The chairman is responsible for leading the board and ensuring effective operation, with a clear duty to establish good corporate governance practices[62] - The chairman will hold two meetings annually with independent non-executive directors without the presence of other directors[73] - The board of directors has ensured a balanced composition with appropriate skills and experience to meet the group's business needs[85] - The company has established a nomination committee consisting of three independent non-executive directors, chaired by Mr. Liu Zhonggang[91] - The company complies with the requirement to disclose the names of independent non-executive directors in all communications[86] - The independent non-executive directors have designated terms and are subject to re-election according to the company's articles of association[89] - The nomination committee has a clear written mandate defining its powers and responsibilities, including annual reviews of the board's structure and composition[92] - The company has committed to providing sufficient resources for the nomination committee to fulfill its responsibilities, including seeking independent professional advice when necessary[97] - The board has reviewed its structure and composition to ensure a balanced representation of expertise, skills, independence, and diversity[85] - The company has published the nomination committee's terms of reference on both the stock exchange and its own website[97] - The independent non-executive directors' further appointments after nine years will require shareholder approval, with detailed explanations provided[89] Shareholder Communication - The company has taken appropriate actions to ensure effective communication with shareholders and the board[76] - The board held a total of 4 board meetings, 2 audit committee meetings, 2 remuneration committee meetings, and 2 nomination committee meetings during the year[99] - All executive directors attended 100% of the board meetings, with attendance records of 4/4 for each[99] - Independent non-executive directors also demonstrated full attendance at their respective meetings, with records of 2/2 for all committees[99] - The company has adopted written guidelines for securities trading that are no less stringent than those for employees, ensuring compliance throughout the year[106] - All directors are required to participate in ongoing professional development to enhance their knowledge and skills, with training provided by the company[117] - The company ensures that all directors receive timely and appropriate information to make informed decisions, with board documents sent at least three days prior to meetings[130] - The management is responsible for providing sufficient information to the board to facilitate informed decision-making[131] - All directors have access to board documents and related materials, ensuring they can make informed decisions[132] - The company has confirmed that all directors disclosed their positions and commitments in public companies annually[118] - Independent non-executive directors actively contribute to the company's affairs and attend shareholder meetings to address shareholder concerns[128] Compensation and Performance Evaluation - The compensation committee consists of three independent non-executive directors, chaired by Mr. Lai Zhenyang[138] - The company has reviewed the compensation of all directors annually, ensuring transparency and adherence to guidelines[140] - The salary range for senior management members is disclosed, with 8 individuals earning between $1 and $100,000[141] - The board is responsible for evaluating the company's performance, situation, and prospects in a balanced and clear manner[142] - Management provides detailed reports and explanations to the board for informed assessments of financial and other data[142] Risk Management and Internal Control - The company has established an effective risk management and internal control system, with annual reviews covering all significant monitoring aspects[152] - The board has considered the adequacy of resources, staff qualifications, and training in accounting and financial reporting functions during annual reviews[152] - The company has engaged independent professional organizations to assist the board and audit committee in continuously monitoring the group's risk management and internal control systems[160] - The audit committee held a total of 2 meetings during the year to review financial performance and reports, internal control systems, and compliance procedures[162] - The audit committee's scope of authority has been revised to cover responsibilities as stipulated in the code provisions[175] - The company will provide the audit committee with the necessary assistance and cover related expenses as required[180] - There were no disagreements between the board and the audit committee regarding the selection, appointment, resignation, or dismissal of external auditors during the year[179] Board Structure and Responsibilities - The board has established three committees with specific mandates: Audit Committee, Remuneration Committee, and Nomination Committee[192] - The board is responsible for setting the company's strategic development and monitoring management performance[187] - The company has a formal plan outlining matters requiring board approval, ensuring clarity in management's responsibilities[185] - The board has clear guidelines for delegating management functions, ensuring accountability and transparency[184] - The company has implemented a governance policy to monitor compliance with legal and regulatory requirements[198] - The board is committed to maintaining ongoing dialogue with shareholders, particularly during annual general meetings[200] - The company has established procedures for shareholders to propose questions and nominations for board elections[200] - The board has a written scope of authority for its committees, ensuring they can perform their functions effectively[192] - The company regularly reviews the delegation of powers to ensure they remain appropriate for its needs[183] - The board has clarified the responsibilities and contributions of both the board and management[188]
创信国际(00676) - 2019 - 年度财报