CHINA MOTOR BUS(HK:00026)2023-10-12 08:35Corporate Governance - The company will hold its 85th Annual General Meeting on December 4, 2023, to discuss the financial statements for the year ending June 30, 2023[6]. - The board of directors will be re-elected, including Dr. Henry Yan and Mr. Anthony Grahame Stott[7]. - The company has appointed KPMG as its auditor for the upcoming year[6]. - The board of directors includes independent non-executive members, ensuring governance and oversight[12]. - The board has established mechanisms to ensure independent viewpoints and opinions, appointing at least three independent non-executive directors, with at least one-third of the board being independent non-executive directors[94]. - The Nomination Committee held one meeting during the fiscal year ending June 30, 2023, focusing on reviewing the board's structure, size, and diversity, and assessing the independence of independent non-executive directors[95]. - The Audit Committee held three meetings during the fiscal year, reviewing the company's risk management and internal control systems, and approving the remuneration of external auditors[99]. - The board recognizes the benefits of diversity, including gender, race, age, and professional skills, and aims to maintain a diverse board composition[97]. - The company plans to appoint at least one female director with the necessary skills and experience by December 31, 2024, to enhance board diversity[97]. - The board is responsible for evaluating the nature and extent of risks acceptable to the company while ensuring effective risk management and internal control systems are in place[100]. Financial Performance - The group's operating profit for the year was HKD 74 million, compared to HKD 47 million last year, primarily reflecting increased interest income[29]. - The loss attributable to shareholders after tax was HKD 155 million, compared to a profit of HKD 72 million in the previous year, mainly due to revaluation losses on investment properties[29]. - The net revaluation loss on investment properties for the year was HKD 279 million, which is a non-cash item and does not affect the group's operating cash flow[29]. - The total revenue for the year ended June 30, 2023, was HKD 66,935,000, a decrease of 8.8% compared to HKD 72,983,000 in 2022[136]. - The operating profit for the year was HKD 73,853,000, up from HKD 46,678,000, indicating a growth of 58.1%[136]. - The net loss attributable to shareholders for the year was HKD 155,236,000, compared to a profit of HKD 72,347,000 in 2022[136]. - The company reported a significant revaluation loss on investment properties of HKD 272,336,000 compared to a loss of HKD 78,235,000 in the previous year[136]. - The total assets decreased to HKD 7,656,766,000 from HKD 7,918,391,000, a decline of 3.3%[139]. - The company's equity decreased to HKD 7,607,914,000 from HKD 7,867,159,000, a decline of 3.3%[139]. - The group reported a net loss attributable to shareholders of HKD 155,236,000 in 2023, compared to a profit of HKD 72,347,000 in 2022[169]. Dividend Distribution - The company plans to declare a final dividend for the year ending June 30, 2023[6]. - The board proposed a final dividend of HKD 0.10 per share and a special dividend of HKD 1.70 per share for the fiscal year ending June 30, 2023, subject to shareholder approval[12]. - The company declared an interim dividend of HKD 0.10 per share and a special dividend of HKD 1.00 per share for the first half of the fiscal year 2023[12]. - The second interim dividend of HKD 0.30 per share is scheduled for distribution on October 19, 2023[12]. - The company aims to distribute dividends three times a year, balancing regular dividends and cash reserves for reinvestment[12]. Market Conditions - The global economy is expected to face challenges and uncertainties for the remainder of 2023, with inflation pressures remaining high due to ongoing supply constraints and rising interest rates[121]. - In Hong Kong, the local economy has been recovering since 2023, primarily driven by inbound tourism and private consumption, but the residential market has remained weak since April[121]. - Residential transaction agreements in Hong Kong rebounded from a low in December 2022 but have been declining from March to July 2023, attributed to rising mortgage rates and ample new supply[121]. - The office market in Hong Kong continues to see an increase in supply, with a slight decrease in growth as of the end of June 2023, while retail property rents have gradually recovered in the first half of 2023 due to returning tourists[121]. - In the UK, office prices and rents have declined similarly to Hong Kong, with supply above average and occupancy rates below average[121]. Environmental, Social, and Governance (ESG) Practices - The group continues to support low-carbon office practices and encourages employees to save electricity and paper, regularly reviewing electricity consumption and costs[46]. - The group has implemented energy-saving LED lighting in its office and is planning to replace air conditioning units in rental properties with energy-efficient models[60]. - The group has established resource management policies and practices to promote efficient resource utilization and will conduct ongoing monitoring and review[59]. - The group’s operations do not pose significant risks of water or raw material waste, as property water and electricity usage is primarily controlled by tenants[59]. - The group has not identified any significant risks related to environmental protection issues, such as air and greenhouse gas emissions, during the reporting period[58]. - The board is committed to reviewing environmental, social, and governance (ESG) goals and indicators to guide the group's corporate strategy[56]. - Stakeholder feedback is considered essential for assessing and improving the group's ESG performance[49]. - The group maintains communication with stakeholders through various channels, including annual general meetings and business development announcements[50]. Risk Management - The risk management and internal control systems are designed to manage risks rather than eliminate them, with a focus on achieving strategic objectives[100]. - The group closely monitors the economic conditions in its operating regions to manage market and economic risks effectively[101]. - The group has implemented measures to mitigate risks associated with extreme weather events, including regular asset inspections and emergency procedures[64]. - The group is actively managing foreign exchange risks primarily related to USD and GBP bank deposits[37]. - The group has taken preventive measures to ensure the timely and quality completion of development projects within budget[103]. Employee Management - The employee count as of June 30, 2023, was 16, with 14 males and 2 females, compared to 17 in 2022, with a female employee ratio of approximately 12%, up from 6% in 2022[67]. - The employee turnover rate for males was 11.76%, down from 17.65% in 2022, while there was no turnover for female employees[67]. - The group aims to maintain competitive compensation to attract and motivate employees[39]. - The percentage of trained employees by gender and employee category for 2023: Male 50%, Female 100%, Senior Management 100%, Middle Management 100%, Non-Management 30%[71]. - Average training hours per employee by gender and employee category for 2023: Male 12 hours, Female 5 hours, Senior Management 28.5 hours, Middle Management 20 hours, Non-Management 1.5 hours[72]. Investment and Development - The group plans significant investment in the redevelopment of a new site in Chai Wan, with funding expected from internal reserves[38]. - The group holds a 20% stake in Windcharm Investments Limited, which is redeveloping a site into a mixed-use project with a total construction area of 64,500 square meters[117]. - The redevelopment project includes 258 residential units and a covered public transport terminal, with foundation works for Site A expected to be completed by Q4 2023[117]. - The fair value of the investment properties held by the group in Hong Kong and the UK is HKD 21.15 billion, accounting for 27% of the total assets as of June 30, 2023[131]. - The group's investment in joint ventures amounted to HKD 28.15 billion, representing 37% of the total assets as of June 30, 2023[131].