Financial Performance - For the fiscal year ended December 31, 2020, the company recorded revenue of $3,352,000, a decrease of 27.1% compared to $4,595,000 in 2019[19] - The company achieved a pre-tax profit of $320,000, an increase of $22,265,000 from a pre-tax loss of $21,945,000 in 2019[19] - The net loss after tax for the year was $625,000, compared to a net loss of $21,970,000 in 2019, with a basic loss per share of $0.08 compared to $3.01 in the previous year[19] - The gross profit margin for the year improved to 13.4%[19] Cash and Liquidity - As of December 31, 2020, the company had cash and cash equivalents of $9,754,000, down from $12,519,000 in 2019[21] - The current ratio as of December 31, 2020, was 1.8, compared to 2.3 in 2019, calculated based on total current assets of $12,566,000 and total current liabilities of $6,898,000[21] Cost Control and Resource Management - The company has not incurred any capital expenditures for the purchase or replacement of plant and machinery during the fiscal year[22] - The management continues to implement strict cost control measures and efficiency policies[19] - The company maintains a conservative policy regarding resource allocation and aims to keep a low debt ratio[20] Corporate Governance - The board of directors held four meetings during the year, adhering to the requirement of at least four meetings annually[37] - The company has confirmed compliance with the listing rules regarding the appointment of at least three independent non-executive directors, with one possessing appropriate professional qualifications or financial management expertise[31] - The chairman and the managing director roles are held by different individuals, ensuring a clear division of responsibilities[51] - The company has established procedures for directors to seek independent professional advice at the company's expense when necessary[50] - All directors are provided with insurance coverage regarding legal proceedings they may face[50] - The board is responsible for monitoring the company's overall strategy, internal controls, and risk management systems[30] - The company has implemented a system to ensure all directors are adequately informed and receive timely and reliable information for board discussions[52] Board Structure and Diversity - The company has a clear process for ensuring that all directors can propose matters for discussion at board meetings[40] - The chairman is tasked with leading the board and ensuring effective governance practices are established and maintained[60] - The board of directors has established a diversity policy that emphasizes diversity in thought, experience, skills, knowledge, perspectives, and gender[96] - The nomination committee consists of three independent non-executive directors, chaired by Mr. Liu Zhonggang[77] - The company has implemented a formal and transparent process for the appointment of new directors, ensuring orderly succession planning[74] - Independent non-executive directors have designated terms and are subject to re-election[75] - The board has reviewed its structure, size, and composition to ensure a balanced representation of expertise, skills, independence, and diversity[71] - The company has disclosed the names of all directors in its communications, categorized by their roles[72] - The nomination committee is responsible for evaluating the independence of independent non-executive directors[78] - The company has committed to providing sufficient resources for the nomination committee to fulfill its responsibilities[88] - The board ensures that the combination of executive and non-executive directors maintains a strong independent element for effective judgment[71] - The company has established effective communication channels with shareholders to convey their views to the board[68] - The board of directors will be diversified, utilizing differences in skills, knowledge, industry experience, background, race, gender, and other qualities[97] Meetings and Attendance - A total of 4 board meetings, 2 audit committee meetings, 2 remuneration committee meetings, and 2 nomination committee meetings were held during the year[99] - All directors must ensure they dedicate sufficient time and attention to handle the company's affairs, with satisfactory attendance records noted[103] - Independent non-executive directors have actively fulfilled their roles and responsibilities, providing independent and constructive opinions[125] Director Training and Development - The company has adopted written guidelines regarding employee trading of the issuer's securities, confirming compliance throughout the year[105] - All directors are required to participate in ongoing professional development to enhance and update their knowledge and skills[116] - The company will arrange professional training for all directors and cover related expenses[117] Management and Performance Evaluation - Management is responsible for providing timely and sufficient information to the board and its committees to enable informed decision-making[130] - All directors have the right to access board documents and related information to make informed decisions[131] - The company has maintained close cooperation with senior management, holding regular meetings[133] - The company has established a remuneration committee composed of three independent non-executive directors to review the remuneration of all directors annually[137] - The remuneration range for senior management members is disclosed, with 8 individuals earning between $1 and $100,000[140] - The board is responsible for evaluating the company's performance, situation, and prospects in a balanced, clear, and comprehensive manner[141] Risk Management and Internal Controls - The company has implemented a risk management and internal control system to provide reasonable assurance against material misstatements or losses[146] - The board conducts an annual review of the effectiveness of the internal control system, covering all significant monitoring aspects, including financial, operational, and compliance controls[151] - 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[159] - The audit committee held a total of 2 meetings during the year to review financial performance and reports, internal control systems, and compliance procedures[161] - The audit committee is composed entirely of three independent non-executive directors, ensuring transparency and proper governance[160] - The company has established procedures for identifying, assessing, and managing significant risks, as well as for reviewing the effectiveness of risk management and internal control systems[156] - The board acknowledges its responsibility for the effectiveness of the risk management and internal control systems, which aim to manage rather than eliminate risks[156] - The audit committee has the authority to ensure fair and independent investigations and appropriate follow-up actions if necessary[181] - The company will provide the audit committee with the necessary resources to fulfill its responsibilities[180] - The audit committee's terms of reference have been revised to cover the responsibilities outlined in the relevant code provisions[174] - The company has disclosed its compliance with risk management and internal control code provisions in its corporate governance report[156] - There were no disagreements between the board and the audit committee regarding the appointment or dismissal of external auditors during the year[179] Governance Policies and Shareholder Engagement - The board has established three committees with specific terms of reference: Audit Committee, Remuneration Committee, and Nomination Committee[191] - The company has a clear distinction of responsibilities and accountability between the board and management, ensuring effective governance[189] - The board is responsible for formulating and monitoring the company's governance policies and practices[195] - The company has disclosed the responsibilities and contributions of the board and management appropriately[184] - The board has the authority to seek independent professional advice at the company's expense when necessary[190] - Shareholders holding at least 10% of the paid-up capital have the right to request a special general meeting within two months of submission[198] - The company has established a formal plan for matters requiring board approval, ensuring clarity in management's authority[189] - The board's responsibilities include setting the company's strategic development and monitoring management performance[189] - The company has implemented a written code of conduct and compliance guidelines for employees and directors[195] - The board is committed to maintaining ongoing dialogue with shareholders, particularly during annual general meetings[197]
创信国际(00676) - 2020 - 年度财报