Financial Performance - As of December 31, 2024, the net asset value of the Group was approximately HK$31.9 million, a decrease of about HK$17.4 million compared to the previous year[11]. - The Group reported an operational loss of approximately HK$21.6 million for the year, compared to a loss of HK$6.3 million in 2023[11]. - The Group's investment portfolio value decreased by HK$11.2 million, totaling approximately HK$20.1 million, with current and non-current portions at about HK$11.7 million and HK$8.4 million, respectively[12]. - Gross proceeds from the disposal of investments for the year ended December 31, 2024, decreased to about HK$23.4 million, down from approximately HK$71.5 million in 2023[21]. - For the year ended 31 December 2024, the Group's revenue increased to approximately HK$0.3 million, up from HK$0.2 million in 2023, primarily from dividend income[26]. - The loss from operations rose significantly from HK$6.3 million in 2023 to about HK$21.6 million in 2024, with a fair value loss of approximately HK$10.4 million attributed to non-constituent stocks[23][27]. - The net fair value losses from the listed equity investment portfolio were approximately HK$10.4 million in 2024, compared to net fair value gains of about HK$13.0 million in the prior year[24][28]. - Total proceeds from the sale of investments decreased to approximately HK$23.4 million in 2024, down from HK$71.5 million in 2023, due to lower trading volumes in non-constituent stocks[25]. - As of 31 December 2024, bank and cash balances decreased to approximately HK$4.3 million, down from HK$12.2 million in 2023, primarily due to financing operational losses[45][49]. - The net current assets decreased to approximately HK$15.8 million as of 31 December 2024, compared to HK$31.6 million in 2023[45][49]. - The Group maintained a low gearing ratio of 0.2% as of 31 December 2024, a decrease from 1.2% in the previous year[46][50]. - Property, plant, and equipment amounted to approximately HK$7.8 million as of 31 December 2024, down from HK$8.3 million in 2023[47][51]. Market Conditions - The Hang Seng Index and Hang Seng TECH Index increased by 17.7% and 18.7%, respectively, during the year, reflecting improved market sentiment[18]. - The Dow, Nasdaq, and S&P500 rose by 12.9%, 28.6%, and 23.3%, respectively, indicating a bullish market sentiment in the US[17]. - The Federal Reserve lowered interest rates three times for a total of 100 basis points from September to December 2024, supporting technology stocks[17]. - The overall trading volume of the Group was affected by the inactive trading volume of non-constituent stocks in the market[21]. - The ongoing geopolitical conflicts and trade tensions are expected to remain major risks affecting market sentiment and investment strategies[39][41]. Investment Strategy - The Group's focus shifted towards index constituents of major Hang Seng indices to seek better returns amid market conditions[21]. - The Group plans to continue investing prudently while emphasizing diversification to enhance financial strength and overall performance[42][44]. - The investment portfolio primarily consists of listed equities in the Hong Kong stock market, with no significant exposure to foreign exchange fluctuations[61][67]. Shareholder Returns - The Group did not recommend the payment of a final dividend for the year ended December 31, 2024, consistent with the previous year[10]. - The Company has adopted a dividend policy aimed at providing stable returns to shareholders while maintaining a healthy financial position[195]. - The Board may propose final dividends annually and declare interim or special dividends based on operating results, accumulated earnings, and liquidity position[196]. - The dividend payout ratio may vary each year, with no assurance of specific amounts being paid[197]. - The Board will consider various factors including future earnings volatility and investment opportunities when determining dividends[200]. Corporate Governance - The Company aims to achieve capital appreciation and generate stable income from interests and dividends as its primary investment objective[116]. - The Investment Manager, Success Advance Investments Limited, receives a monthly fee of HKD32,500, with the appointment extended for an additional year after the initial term[118]. - The Board consists of five Directors, including one Executive Director and three Independent non-executive Directors, ensuring a balance of skills and experience[131]. - The Company emphasizes a culture of inclusion and sustainable performance aligned with good governance practices[122]. - The Board diversity policy aims to enhance performance quality and maintain high standards of corporate governance, considering factors such as gender, age, and professional experience[136]. - The Nomination Committee will review the diversity policy and its effectiveness annually, with a target to maintain at least one female director on the Board[138]. - The Company recognizes the importance of continuous professional development for Directors to ensure informed contributions to the Board[129]. - The Company integrates Environmental, Social, and Governance (ESG) factors into its investment processes[116]. - The Board regularly reviews its composition to ensure it meets the requirements of the investment business[131]. - The Board held six meetings for all directors and one meeting between the Chairman and all Independent Non-executive Directors during the year ended December 31, 2024[143]. - The attendance of the Chairman, Dr. Lam Man Chan, at Board meetings was 7 out of 7, and he attended 1 Annual General Meeting (AGM)[146]. - The Company has at least three independent non-executive directors, representing at least one third of the Board, in compliance with Listing Rules[147]. - The Nomination Committee reviewed the Board size and composition to ensure diversity of skills, experience, and gender representation[154]. - The Directors confirmed their responsibilities for the preparation of financial statements in accordance with statutory requirements and applicable accounting standards[155]. - The external auditor, RSM Hong Kong, provided a report on their responsibilities regarding the Company's financial statements[156]. - The Company received written annual confirmations of independence from each independent non-executive director[148]. - The Board is not aware of any material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern[157]. - The current Non-executive Directors are not appointed for a specific term and are subject to retirement by rotation at the AGM[153]. - The Chairman and Chief Executive Officer roles are separated, with Dr. Lam Man Chan serving as Chairman[162]. - The Audit Committee held four meetings during the year, with all members attending each meeting[172]. - The Remuneration Committee conducted one meeting to review the remuneration of Independent Non-executive Directors, with all members present[178]. - The Nomination Committee held two meetings to review the board's composition and diversity, with all members attending both meetings[185]. - The Company Secretary has complied with professional training requirements for the year ended December 31, 2024[187]. Employee Information - The company had 15 employees and directors as of December 31, 2024, an increase from 13 in 2023[63][69]. Capital Management - The company raised approximately HK$4.12 million from the placement of 28,284,000 new ordinary shares at a price of HK$0.153 each[52][58]. - As of December 31, 2024, HK$0.68 million of the net proceeds has been utilized, leaving HK$3.44 million unutilized, which is planned to be used by June 30, 2025[54]. - The total number of issued shares increased to 169,707,187 as of December 31, 2024, up from 141,423,187 shares in 2023[58]. - The company did not engage in any significant acquisitions or disposals during the year, aside from the deregistration of inactive subsidiaries[55][56]. - The net gains on financial assets at fair value through profit or loss amounted to approximately HK$2.2 million as of December 31, 2024[60]. - The office premises with a carrying amount of about HK$7.8 million were pledged for an installment loan as of December 31, 2024[62].
中国铸晨81(00810) - 2024 - 年度财报