GEM Listing and Company Overview - GEM is designed for companies with higher investment risks compared to other listed companies on the Hong Kong Stock Exchange, making it more suitable for professional and experienced investors[2]. - Companies listed on GEM are generally small to medium-sized, which may experience greater market volatility and lower liquidity compared to those on the main board[2]. - The company, Hongwei (Asia) Holdings Limited, was founded in 2003 and has been involved in the engineered wood products industry for approximately 27 years[8]. - The company has a registered office located in Hong Kong and its main operating site in Shaoguan, Guangdong Province, China[6]. Management and Governance - The executive director and CEO, Mr. Huang, holds 21,500,000 shares in the company, indicating a significant personal investment[8]. - The financial director, Mr. Liu, has over 30 years of experience in accounting and financial management, contributing to the company's strategic and operational decisions[9]. - The independent non-executive director, Mr. Zhang, has over 28 years of experience in audit, business development, corporate finance, and financial management[12]. - The company is committed to adhering to the GEM Listing Rules and ensuring compliance with all regulatory requirements[3]. - The company has maintained compliance with the corporate governance code since its listing on the GEM in 2014, continuously reviewing and enhancing its internal controls and procedures[24]. - The company has complied with GEM Listing Rules regarding independent non-executive directors, maintaining three such directors throughout the year ending December 31, 2024[27]. - The board of directors has held 4 meetings in the year, with all members attending all meetings, ensuring strong governance and oversight[28]. - The company has adopted a board diversity policy since March 2014, focusing on merit-based selection while considering various factors such as gender, age, and professional experience[33]. - The board is responsible for leading and controlling the group, focusing on overall strategy, budget approval, and performance monitoring[35]. - The chairman and CEO roles are held by the same individual, which the board believes does not undermine the balance of power and authority within the company[31]. - The company plans to provide ongoing professional development for directors, including training on the latest amendments to GEM Listing Rules[34]. - The board has established committees to assist in fulfilling its responsibilities, including the audit, remuneration, and nomination committees[35]. - The company has a nomination committee to oversee the appointment and re-election of directors, ensuring compliance with organizational bylaws[32]. - All directors have participated in training related to the latest amendments to GEM Listing Rules, enhancing their knowledge and skills[34]. Financial Performance - The report includes a comprehensive financial summary over the past five years, providing insights into the company's performance trends[4]. - The revenue of the particleboard segment decreased from approximately HKD 481.81 million to approximately HKD 314.38 million, a decline of about 35% for the year ended December 31, 2024, primarily due to reduced production and sales volume[63]. - The company reported a loss attributable to owners of approximately HKD 46.28 million for the year ended December 31, 2024, compared to a profit of approximately HKD 1.45 million for the previous year[72]. - The total comprehensive loss attributable to owners amounted to approximately HKD 58.70 million for the year ended December 31, 2024, compared to approximately HKD 3.08 million for the previous year[73]. - Total revenue for the year ended December 31, 2024, was HKD 314,378,000, a decrease of 34.7% compared to HKD 481,810,000 in 2023[158]. - Gross profit for 2024 was HKD 33,934,000, down 59.6% from HKD 83,965,000 in 2023[158]. - Basic and diluted loss per share for 2024 was HKD 87.89, compared to earnings of HKD 2.76 per share in 2023[158]. Operational Challenges - Global trade tensions and the COVID-19 pandemic have impacted the company's sales activities, with local demand for consumer goods remaining weak[21]. - The company is implementing strict cost control measures to enhance production and provide quality services to customers while seeking opportunities to improve production lines and reduce costs[21]. - The macroeconomic outlook for 2024 remains challenging, with expectations of slow economic growth in major developed economies and a weak financing environment in China[95]. - The company faces operational risks related to biological assets, including regulatory, supply-demand, and climate risks[77][78][79]. - The domestic market demand is shifting from quality-oriented to cost-oriented, prompting the company to seek opportunities to improve and change its production lines to align with market changes[96]. Environmental and Social Responsibility - The company is committed to promoting sustainable development and social responsibility, which is crucial for creating long-term value for shareholders and stakeholders[22]. - The company is committed to improving its environmental management systems and controlling its forestry assets to contribute to carbon neutrality[96]. - The company has complied with environmental protection laws and regulations in China, ensuring its production facilities meet relevant environmental requirements[133]. - The company has completed the application for formaldehyde-free certification for its products with the California Air Resources Board[133]. - Charitable and other donations by the company amounted to approximately HKD 115,000 for the year, a decrease from HKD 520,000 in 2023[100]. Audit and Compliance - The independent auditor confirmed their responsibility to express an opinion on the financial statements prepared by the board, ensuring they fairly reflect the group's financial position[44]. - The audit committee oversees the risk management and internal control systems, ensuring regular reviews of major business risks and control measures[47]. - The audit identified the valuation of biological assets and the recoverable amount of right-of-use assets as key audit matters due to significant judgments and assumptions involved[141]. - The audit procedures included evaluating the independent valuers' competence and assessing the appropriateness of the valuation methods and assumptions used[143]. Future Outlook and Strategy - The company plans to monitor domestic policy changes closely and implement cost-saving measures while exploring the feasibility of developing more particleboard sizes and specifications[95]. - The company is exploring new business strategies to better utilize forestry resources due to significant reductions in timber harvesting quotas since 2018, in line with China's environmental policies[96]. - The company has no significant investments or capital asset plans, except for the purchase of new machinery and ongoing construction projects[89]. Shareholder and Director Information - The total compensation for directors and senior management ranged from 0 to HKD 1,000,000 for the year ending December 31, 2024[29]. - The company has adopted a stock option plan as an incentive for directors and eligible employees[122]. - There are no reported interests or conflicts of interest from directors or major shareholders in competing businesses as of December 31, 2024[129]. - As of December 31, 2024, the beneficial ownership of Mr. Huang Chang-lek and Mrs. Zhang Ya-jun in the company is 21,500,000 shares each, representing approximately 40.83% of the total shares[125].
鸿伟亚洲(08191) - 2024 - 年度财报