Financial Performance - The Group recorded a profit of approximately HK$35.8 million for the year ended 31 December 2024, a turnaround from a loss of approximately HK$2.4 million for the preceding year[12]. - Revenue from the hotel operation segment increased by approximately 10.2% to approximately HK$323.5 million, compared to approximately HK$293.6 million for the preceding year[13]. - Gross profit from the hotel operation segment was approximately HK$86.7 million for the year, up from approximately HK$70.5 million in the preceding year[12]. - The Group's revenue for the year ended 31 December 2024 was approximately HK$323.5 million, representing an increase of approximately 10.2% from HK$293.6 million in the preceding year[26]. - The profit attributable to owners of the Company for the year was approximately HK$35.8 million, a turnaround from a loss of approximately HK$2.4 million in the preceding year[33]. - The hotel segment recorded a profit of approximately HK$21.6 million for the year, compared to HK$9.0 million in the previous year, primarily due to increased revenue and gross profit[47]. Impairment and Provisions - The Group reversed a provision for impairment on Convertible Bonds of approximately HK$12.0 million due to full repayment during the year[12]. - No provision for impairment on the loan to an associate was recorded during the year, compared to approximately HK$8.2 million in the preceding year[14]. - The Group did not record any provision for impairment on a loan to an associate during the year, compared to approximately HK$8.2 million in the preceding year[27]. - The Group reversed all provisions for impairment on matured convertible bonds amounting to approximately HK$12.0 million during the year[28]. - The Group has no impairment provision for the loan to the associate this year, compared to an impairment provision of approximately HK$8.2 million in 2023[54]. Taxation and Interest Income - The Group's income tax provision increased to approximately HK$13.2 million from approximately HK$3.3 million in the preceding year[12]. - The Group recorded interest income of approximately HK$6.5 million from Convertible Bonds, down from HK$7.8 million in the preceding year[20]. - The Group received approximately HK$6.5 million in interest from convertible bonds during the year, down from HK$7.8 million in 2023[59]. Hotel Operations and Renovations - The outlook for the Paris Marriott Hotel is challenging due to increased hotel supply and high consumer prices in France, but renovations expected to be completed in 2025 may boost performance[21]. - The Board will closely monitor the renovation progress of the Paris Marriott Hotel throughout the next year[21]. - A renovation agreement for the Paris Marriott Hotel was signed, with renovation works scheduled from January to December 2025[42]. - The renovation will include the refurbishment of 112 rooms and replacement of air conditioning systems, among other improvements[44]. - The Paris Marriott Hotel achieved an occupancy rate of 82.2% in 2024, up from 76.2% in 2023, and the average room rate increased to €575 from €570[49]. - The Paris Marriott Hotel's revenue increase was significantly driven by the Paris 2024 Summer Olympics, which attracted more visitors to the city[39]. Assets and Liabilities - Total non-current assets decreased by approximately 8.0% to approximately HK$2,253.4 million as at 31 December 2024, primarily due to depreciation of Euro against Hong Kong Dollar[34]. - Total current liabilities decreased by approximately 94.8% to approximately HK$82.5 million as at 31 December 2024, mainly due to the reclassification of a €175 million bank loan to non-current liabilities[35]. - As of December 31, 2024, total assets and net assets of the Group were approximately HK$3,468.0 million and HK$1,871.7 million, respectively, compared to HK$3,668.0 million and HK$1,927.8 million as of December 31, 2023[71]. - The Group's cash and bank balance as of December 31, 2024, was approximately HK$994.5 million, an increase from approximately HK$884.2 million as of December 31, 2023[71]. - The Group had net current assets of approximately HK$1,132.1 million as of December 31, 2024, compared to net current liabilities of approximately HK$376.8 million as of December 31, 2023[71]. - The Group's outstanding bank loans and other borrowings amounted to approximately HK$1,379.1 million as of December 31, 2024, down from approximately HK$1,502.7 million as of December 31, 2023[71]. - The Group's gearing ratio was approximately 39.8% as of December 31, 2024, compared to approximately 41.0% as of December 31, 2023[71]. Corporate Governance - The Company has complied with the corporate governance code provisions throughout the year ended December 31, 2024, with specific deviations noted[104]. - The Board is responsible for formulating strategic business development and monitoring the Group's business performance[114]. - The Company has adopted a code of conduct for Directors' securities transactions that meets the standards of the Model Code[108]. - The Board held meetings to discuss various issues for the year ended December 31, 2024, ensuring effective governance[118]. - The Company will continue to monitor and revise its corporate governance policies to meet shareholder expectations[105]. - The audit committee, remuneration committee, and nomination committee are established to enhance corporate governance practices[111]. - The Company has arranged appropriate insurance cover for Directors' and officers' liabilities arising from corporate activities[118]. - The Board will review the delegation of powers to management periodically to ensure alignment with the Group's needs[115]. - The Board held a total of fifteen meetings, one annual general meeting, and one special general meeting for the year ended December 31, 2024[121]. - The attendance rate for Board meetings was high, with key members attending 12 out of 13 meetings[122]. - The Company reviewed the internal control system and risk management during the year[123]. - The Board discussed the renewal of a EUR175 million bank loan[123]. - The Company is committed to continuous professional development for Directors, with all Directors participating in training sessions[132]. - The Directors acknowledged their responsibility for the preparation of financial statements and reported no material uncertainties affecting the Group's ability to continue as a going concern[133]. - The Chairman and Chief Executive Officer roles are clearly divided, with the Chairman providing leadership for the Board[134]. - The Company received written annual confirmations of independence from all four independent non-executive Directors[125]. - The Board met the requirements of the Listing Rules regarding the appointment of independent non-executive Directors[124]. - The Company proposed the re-appointment of Ernst & Young as auditors and discussed their remuneration for the annual audit[123]. - The Board comprises six Directors, with approximately 83% male representation and 17% female representation as of the report date[142]. Audit and Internal Control - The Audit Committee met four times during the year to discuss and approve interim and annual results, ensuring effective internal control procedures[155]. - The Audit Committee's attendance record for the year ended December 31, 2024, was 100% for all members[156]. - The Audit Committee is responsible for reviewing the integrity of the Company's annual and half-year reports, focusing on significant financial judgments[153]. - The Audit Committee discussed the sufficiency and efficiency of risk management and internal control systems during its meetings[159]. - The Company has adopted a board diversity policy to enhance performance quality and maintain high corporate governance standards[139]. - The Audit Committee reviewed the appointment and remuneration of external auditors, ensuring their independence and effectiveness[158]. - An independent internal control consultant conducts an annual review of the Group's risk management and internal control systems[200]. - No significant issues were identified regarding the adequacy or effectiveness of the Group's risk management and internal control systems[200]. Employee and Remuneration - The total employee remuneration during the Year was approximately HK$8.2 million, an increase from approximately HK$7.9 million in the previous year[81]. - As of December 31, 2024, the group had a total of 9 employees, an increase from 6 employees as of December 31, 2023[86]. - Total employee compensation for the year was approximately HKD 8,200,000, compared to approximately HKD 7,900,000 for the previous year[86]. - Approximately 67% of the total workforce were male, reflecting the Company's ongoing commitment to diversity initiatives[144]. - The Remuneration Committee consists of one executive Director and four independent non-executive Directors, with meetings held to assess the performance of executive Directors and discuss remuneration packages[162][168]. - The Remuneration Committee held two meetings in the year ended December 31, 2024, with attendance rates of 100% for some members[167][168]. - The Remuneration Committee reviews and approves performance-based remuneration in line with corporate goals and objectives[163][166]. - The Company ensures that no Director is involved in deciding their own remuneration, maintaining fairness and transparency[166]. Nomination and Board Diversity - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for changes as necessary[172][175]. - The Company has adopted a nomination policy that considers the current and future business model, challenges, and required skill sets of candidates for Board membership[174]. - The Nomination Committee must meet at least once a year and when necessary, to evaluate new nominees and assess the qualifications of Directors[172][173]. - The Nomination Committee evaluates candidates based on experience, professional knowledge, integrity, and time commitment[173][175]. - The Nomination Committee held two meetings during the year ended December 31, 2024, with full attendance from all members[178]. - The committee reviewed the composition of the Board and discussed the policy for the nomination of Directors[178]. - The Company recognizes the importance of board diversity as a competitive advantage and will continue efforts to increase female representation[143]. - The Company emphasizes board diversity and reviews its diversity policy annually to set measurable objectives[174]. Shareholder Engagement - The Company maintains ongoing dialogue with Shareholders to protect their interests and encourage participation in meetings[181]. - Shareholders holding at least 10% of voting rights can requisition a special general meeting[184]. - The Company Secretary is responsible for forwarding Shareholders' enquiries to the Board[188]. External Auditors - Ernst & Young provided various services to the Group, including annual audit and interim review for the year ended December 31, 2024[196]. - Ernst & Young provided audit services amounting to HK$2,838,000 for the year ending December 31, 2024[199]. - The Group engaged Ernst & Young for taxation services totaling HK$141,000[199]. - Professional consulting services from Ernst & Young were valued at HK$1,200,000[199]. - Other professional services rendered by Ernst & Young amounted to HK$300,000[199].
开源控股(01215) - 2024 - 年度财报