Financial Performance - The revenue for the fiscal year was HKD 55,100,000, a decrease of approximately 15% compared to HKD 64,900,000 in the previous year[10] - The loss attributable to the owners of the company was HKD 68,900,000, down from HKD 108,300,000 in the previous year, representing a reduction of about 36.4%[10] - Revenue from network solutions and project services increased by approximately 10.8% to HKD 20,200,000, compared to HKD 18,200,000 in the previous year[11] - Revenue from property investment was HKD 6,700,000, slightly up from HKD 6,600,000 in the previous year[14] - Revenue from private jet management services decreased to HKD 28,300,000 from HKD 40,100,000, reflecting the ongoing impact of global travel restrictions[18] - The group's revenue decreased to HKD 55,100,000 in the fiscal year, down from HKD 64,900,000 in 2020, with approximately 51.3% of revenue coming from private jet management services[19] - Other net losses amounted to HKD 11,000,000, a reduction from HKD 17,800,000 in 2020, including an impairment of HKD 14,100,000 on inventory yachts[20] - Fair value losses on investment properties were HKD 24,900,000, down from HKD 40,200,000 in 2020, influenced by adverse market conditions due to the COVID-19 pandemic[21] - The financial performance for the fiscal year is detailed in the consolidated income statement on page 38[105] - The company reported a fair value loss on investment properties of HKD 24,870,000, reduced from HKD 40,190,000 in the previous year, showing improved asset management[190] - Employee benefit expenses decreased to HKD 29,151,000 from HKD 51,441,000, reflecting cost-cutting measures[190] - The company’s total equity decreased to HKD 334,942,000 from HKD 393,119,000, indicating a decline in shareholder value[195] Government Support and Subsidies - The group received a subsidy of HKD 700,000 from the Hong Kong government's Employment Support Scheme to alleviate the impact of the COVID-19 pandemic on its network and project business[11] - The group has received HKD 1,900,000 from the Employment Support Scheme, an increase from HKD 1,000,000 in 2020[20] Corporate Governance - The board consists of five executive directors and three independent non-executive directors, ensuring compliance with the requirement of at least three independent non-executive directors, representing one-third of the board[41] - The company has adopted a board diversity policy, considering various factors such as gender, age, cultural background, and professional experience in board member selection[41] - The company has established a custom code for securities trading by directors, which is not less stringent than the standard code outlined in the listing rules[38] - All independent non-executive directors have confirmed their independence according to the listing rules, ensuring that they are financially independent from the company[44] - The company has implemented a system for the appointment and re-election of directors, requiring all directors to be re-elected every three years[45] - The company has arranged appropriate directors' and officers' liability insurance to provide indemnity for liabilities incurred in the course of corporate activities[39] - The board has not established a nomination committee, believing that the entire board is responsible for reviewing its structure and composition[41] - The chairman of the board also serves as the CEO, which deviates from the corporate governance code but is deemed suitable by the board[41] - The company has complied with the corporate governance code principles and rules, with some deviations noted[41] - The board is responsible for formulating and reviewing the company's business strategies and monitoring performance[48] - The board has reviewed and approved the group's annual and interim results for the fiscal year[49] - The company has not revised its dividend policy during the fiscal year, which considers factors such as actual and expected financial performance and debt levels[49] - The board has established a risk management and internal control system to safeguard shareholder investments and the group's assets[55] - A professional consulting firm has been appointed as the internal auditor, reporting directly to the audit committee[56] - All directors participated in continuous professional development activities to update their knowledge and skills relevant to their roles[59] - The chairman and CEO roles are currently held by the same individual, ensuring a balance of power within the management structure[60] - The audit committee has assessed the adequacy of resources and training for accounting and internal audit functions[58] - The board has established procedures to identify, assess, and manage significant risks that may affect the achievement of business objectives[58] - Independent non-executive directors do not have a specified term of appointment[61] - The audit committee reviewed the consolidated financial statements for the year ending June 30, 2020, and the six months ending December 31, 2020[69] - The independent auditor provided audit services amounting to HKD 1,387,000 and non-audit services amounting to HKD 26,000[76] - The remuneration committee reviewed and made recommendations on the remuneration policies and the compensation of senior management during the fiscal year[66] - All directors participated in appropriate continuous professional development activities related to the group's business and their responsibilities[75] - The company has established a clear scope of authority for the remuneration and audit committees to enhance board functions and professional standards[65] - The company secretary has been in position since February 2007 and has completed over 15 hours of relevant professional training as required by listing rules[78] - The company is committed to maintaining ongoing communication with shareholders and timely disclosure of significant developments[79] - The board of directors has established a clear framework for decision-making within the committees, which is subject to regular review[64] - The company has only one class of shares, all of which carry the same voting rights and rights to any declared dividends[81] - The remuneration committee's scope of authority was revised and adopted in March 2012, in compliance with listing rules[66] - The company is focused on improving corporate governance and creating greater value for stakeholders[102] Operational Developments - The company is conducting feasibility studies on the Zijin Gold Project, which has estimated resources of approximately 7.2 tons of gold (measured) and 4.8 tons of gold (indicated)[15] - The company is focusing on exploration in the Target 15 area, which is believed to have similar mineralization to the Zijin deposit, with preliminary estimates indicating approximately 1.0 ton of gold[16] - The company is evaluating all data to determine potential targets for porphyry deposits and is planning follow-up exploration for the next fiscal year[16] - The group has initiated a new logistics business in Xinjiang, China, after the end of the fiscal year, aiming to create additional value for the group and its shareholders[32] - The group noted a cautious approach from tenants regarding future developments, particularly in the Wan Chai office market, where shorter lease terms are preferred[31] - The private jet management segment is expected to return to normal only when global air traffic recovers to pre-COVID levels[32] Risk Management - Potential risks and uncertainties faced by the company are discussed in the management discussion and analysis section[101] - The company has a clear financial risk management policy outlined in the financial statements[101] - The board believes the company complies with all relevant laws and regulations impacting its operations[102] Employee and Shareholder Relations - The company maintains a harmonious and professional work environment for employees, ensuring reasonable compensation[104] - There were no major disputes with business partners during the fiscal year[104] - The company is committed to environmental sustainability and has implemented internal waste reduction activities[102] - The company has not established any management or administrative contracts for significant portions of its business during the fiscal year[128] - The company has not entered into any stock-linked agreements that may lead to the issuance of shares during the fiscal year[129] - The board members' shareholdings include a total of 1,282,809,889 shares held by the spouse of Mr. Lu, representing 32.69% of the issued share capital[122] - Mr. Lu holds a total interest of 1,282,809,889 shares, which includes 1,246,054,889 shares held by Moral Glory, representing 31.75% of the issued share capital[122] - The company has not entered into any significant contracts in which the directors have a direct or indirect substantial interest during the fiscal year[124] - The company has a stock option plan adopted on November 23, 2011, granting certain directors and employees the right to subscribe for shares[131] - The board members are subject to re-election at the annual general meeting, with specific terms outlined in their service contracts[127] - The total number of shares that can be issued under the share option plan is 214,753,849, representing 5.47% of the company's issued share capital[135] - Each participant's maximum allocation of shares from exercised options cannot exceed 1% of the company's issued shares, unless otherwise approved by shareholders[136] - The exercise price for options granted is determined by the board but cannot be less than the higher of the closing price on the grant date or the average closing price over the preceding five trading days[140] - The share option plan is valid for ten years from November 23, 2011[141] - As of June 30, 2021, a total of 296,000,000 options were granted, with no options exercised or cancelled during the fiscal year[143] - There were no related party transactions that required disclosure under the listing rules during the fiscal year[145] - The company did not purchase, sell, or redeem any of its listed securities during the fiscal year[147] - The company is not aware of any tax reductions or exemptions available to shareholders holding its securities[148] - There are no provisions for preemptive rights in the company's articles of association, nor are there any legal restrictions under Cayman Islands law requiring the company to offer new shares to existing shareholders on a pro-rata basis[149] - The group employed a total of 36 full-time employees as of June 30, 2021, down from 38 in 2020[150] Audit and Compliance - The independent auditor, PwC, has audited the consolidated financial statements and expressed an unmodified opinion on their fairness and compliance with Hong Kong Financial Reporting Standards[158] - The independent auditor's report highlighted key audit matters, including the fair value of investment properties and impairment assessments of exploration and evaluation assets[166][172] - The company has engaged independent external experts to assess the technical feasibility of mining exploration and the commercial viability of mineral resources[172] - The retirement benefit plan details are included in the consolidated financial statements[152] - As of June 30, 2021, the group's inventory of yachts was valued at HKD 92,100,000, after accounting for an impairment provision of HKD 33,900,000[175] - An impairment provision of HKD 14,100,000 was recognized in the consolidated income statement for the year ending June 30, 2021[175] - The recoverable amount of the inventory yachts was supported by an independent valuation, which utilized the market approach[175] - The management's assessment of the recoverable amount involved significant judgment due to the determination of the net realizable value[175] - The audit procedures included evaluating the qualifications and objectivity of the independent valuers and discussing the valuation methods and key assumptions used[175] - The management's estimates regarding the net realizable value were found to be supported by available evidence[175] - The audit identified significant risks related to the potential for material misstatement due to fraud or error[183] - The audit team communicated with the audit committee regarding the planned audit scope and significant findings[185] - The independent auditor's report was issued on September 24, 2021, by PwC[187] - The financial statements were prepared in accordance with the Hong Kong Financial Reporting Standards and the Companies Ordinance[179]
远见控股(00862) - 2021 - 年度财报