Financial Performance - The company reported a loss for the year ending December 31, 2022, with financial details available on pages 54 to 151 of the annual report[116]. - The board of directors does not recommend a final dividend for 2022 due to the challenging environment, with no interim dividend distributed in 2022[116]. - As of December 31, 2022, the company calculated its distributable reserves to be HKD 841 million, with an additional HKD 223 million in share premium available for distribution as scrip dividends[125]. - The company's revenue for 2022 was HKD 812 million, an increase of HKD 81 million or 11.1% compared to 2021[173]. - The gross profit for 2022 was HKD 103 million, a decrease of 14.9% from HKD 121 million in 2021[173]. - The net loss attributable to equity holders of the parent company was HKD 465 million, a reduction of 10.1% from HKD 517 million in the previous year[173]. - The company recorded a significant decrease in net loss due to a legal settlement that confirmed a gain of approximately HKD 93 million[174]. - Revenue from the Maserati business was HKD 49 million, representing a substantial increase of 188.2% compared to HKD 17 million in 2021[177]. - The company generated HKD 619 million, or 76.2% of total revenue, from Hong Kong, Macau, and mainland China, with a 1.1% increase from the previous year[181]. - The total borrowings amounted to HKD 1,742 million, which is 59.9% of the total capital, an increase from 55.5% in 2021[183]. - The company's equity attributable to equity holders decreased to HKD 1,166 million from HKD 1,621 million at the beginning of the year, a reduction of HKD 455 million[184]. - The company reported an operating loss of HKD 265 million in the securities business, an improvement from a loss of HKD 287 million in the previous year[179]. - The property investment segment recorded a revenue of HKD 11 million but faced an operating loss of HKD 119 million due to market declines[179]. - The property investment and holding segment recorded a loss of HKD 119 million in 2022, primarily due to a decline in the property market leading to unrealized fair value losses[193]. - The company did not declare a final dividend for 2022, maintaining cash reserves to address future challenges[192]. Borrowings and Capital Structure - As of December 31, 2022, the total outstanding borrowings amounted to HKD 1,742,000,000, a decrease from HKD 2,025,000,000 in 2021, with approximately 76.8% being long-term borrowings[1]. - The company plans to utilize cash generated from operating activities, additional borrowings if necessary, and the sale of non-core assets to meet working capital and capital expenditure needs[3]. - As of December 31, 2022, the company's capital commitments were approximately HKD 5,000,000, unchanged from 2021, with plans to fund these commitments through internal resources[4]. - The company had assets with a net book value of approximately HKD 1,917,000,000 pledged to banks as collateral for borrowings, down from HKD 2,274,000,000 in 2021[7]. Corporate Governance - The company is committed to maintaining high levels of corporate governance to ensure shareholder interests are maximized[26]. - The company has not reported any significant violations of laws and regulations that could impact its operations as of the reporting date[16]. - The board of directors held a total of 12 meetings during the fiscal year ending December 31, 2022[37]. - The attendance rate for the board meetings was high, with the executive director 麥紹棠 attending 10 out of 11 meetings[38]. - The company has adopted a code of conduct for securities trading, which all directors confirmed compliance with for the fiscal year ending December 31, 2022[36]. - The board consists of two executive directors and three independent non-executive directors, ensuring a balanced and diverse composition[41]. - The company has ensured that all independent non-executive directors meet the independence criteria as per the listing rules[45]. - The company encourages continuous professional development for directors, with training records maintained[47]. - The company has arranged appropriate insurance for directors and senior management against legal liabilities[39]. - The board has established a governance framework to ensure compliance with listing rules and regulations[43]. - The company has held three annual general meetings during the fiscal year, allowing shareholders to engage with the board[37]. - The chairman and managing director, currently both held by 麥紹棠, are not required to retire annually under the company's existing articles[51]. - The company held three meetings of the Remuneration Committee in the fiscal year ending December 31, 2022[60]. - The Remuneration Committee reviewed the remuneration policies and structures for directors and senior management, providing recommendations to the board[60]. - The Audit Committee conducted three meetings in 2022, reviewing the 2021 annual report, including governance and financial statements[67]. - The Audit Committee ensured the integrity and reliability of the company's financial reporting and internal control systems[64]. - The company has established a competitive remuneration scheme for directors and senior management based on skills, experience, and performance[62]. - The Nomination Committee consists of five members, including three independent non-executive directors, and is chaired by the company's executive chairman[71]. - The company’s independent non-executive directors are not required to retire by rotation under current company rules[56]. - The company’s governance practices include a clear delineation of responsibilities among the board committees[57]. - The company has a robust risk management system and internal controls in place, as reviewed by the Audit Committee[67]. - The Remuneration Committee's decisions are influenced by market conditions and the company's performance[62]. - The Nomination Committee held two meetings in 2022 to review the board's structure, composition, and diversity[72]. - The board consists of five members as of December 31, 2022, with one female member, reflecting a gender diversity of approximately 12.5%[80]. - The company has a commitment to avoid a single-gender senior management team, with 87.5% of senior staff being male[80]. - The external auditor, Ernst & Young, was paid a total of HKD 3,451,000 for audit and non-audit services in the fiscal year ending December 31, 2022[85]. - The board reviewed the effectiveness of the risk management and internal control systems and deemed them sufficient for the year 2022[87]. - The Nomination Committee's policy was adopted in January 2019 to ensure a diverse range of skills and experiences among board candidates[78]. - The company aims to enhance board diversity as a key factor in achieving strategic goals and sustainable development[80]. - The attendance of existing members at the Nomination Committee meetings was 100% for most members, indicating strong engagement[76]. - The board's diversity policy includes considerations of gender, age, cultural background, and professional experience[80]. - The company is committed to regularly reviewing its nomination policy to ensure its effectiveness[78]. - The company acknowledges the importance of risk management and internal controls in achieving strategic goals, adopting a conservative approach to manage and coordinate strategic risks for sustainable development and long-term shareholder returns[93]. - The board is responsible for assessing the nature and extent of risks the group is willing to take to achieve its strategic objectives and ensuring the establishment and maintenance of an effective risk management and internal control system[94]. - The group has identified major and emerging risks, including the impact of the COVID-19 outbreak, the ongoing trade war between China and the U.S., geopolitical risks, inflation and rising interest rates, and significant changes in government policies affecting operations[100]. - The company has implemented measures to mitigate identified risks, which will evolve in response to changes in the business and external environment[100]. - The internal audit department is responsible for reviewing and assessing the effectiveness of the risk management and internal control systems, reporting results to the board through the audit committee[99]. - All department heads are required to confirm the effectiveness of the risk management and internal control systems to the board annually[98]. - The board oversees the implementation and monitoring of the risk management and internal control systems[94]. - The company has a diversified business portfolio, including telecommunications, electronics, real estate development, and financial services, with over 46 years of experience in manufacturing and distribution[165]. - The executive team has extensive experience in the electronics industry, with over 43 years of combined experience in various roles[166]. - The company is committed to maintaining effective internal controls and compliance with listing rules, as highlighted by recent regulatory scrutiny[168]. - The board of directors has no evidence suggesting any misconduct that would affect the suitability of its members[168]. - The company has a strong leadership team with a focus on strategic planning and overall management[170]. - The independent directors bring a wealth of experience from various sectors, enhancing corporate governance[167]. - The company is actively involved in market expansion and product development, leveraging its diverse expertise[165]. - The management team is focused on enhancing operational efficiency and driving growth through strategic initiatives[170]. - The company has a history of successful leadership in the media and luxury retail sectors, contributing to its overall strategy[170]. - The board includes members with significant experience in accounting and financial management, ensuring sound financial oversight[170]. Employee Relations and Corporate Social Responsibility - The total number of employees as of December 31, 2022, was 325, an increase from 271 in 2021, with a compensation policy based on fairness and performance[9]. - The company made charitable donations of approximately HKD 30,000 in 2022 and encourages employees to participate in community charity and volunteer activities[23]. - The company emphasizes compliance with all relevant labor laws and regulations, providing competitive compensation and benefits to employees[20]. - The company has invested significant resources to provide a safe, healthy, and clean working environment for employees, implementing various measures during the COVID-19 pandemic[28]. - The company encourages employee training and development, offering various training courses and seminars[21]. - The company is committed to high standards of business integrity and prohibits any form of corruption or bribery[111]. - The company has established a whistleblowing policy to encourage reporting of misconduct, applicable to all employees and third parties[110]. Business Operations and Market Position - The company has established strong relationships with major real estate agents in Hong Kong to efficiently sell, purchase, and lease properties[16]. - Since the appointment as the official dealer for Ferrari in Hong Kong and Macau in March 2023, the company has rapidly built good relationships with customers, and Ferrari is very satisfied with the progress[16]. - The company has been the official importer and distributor for Maserati in Hong Kong and Macau since the first half of 2021, establishing strong customer relationships and receiving positive feedback from Maserati[16]. - The company’s major business segments include property, securities, automotive, collectibles investment, and cultural entertainment[114]. - Blackbird Group, a subsidiary, continues to maintain a strong development momentum in its automotive business despite challenging market conditions[196]. - Blackbird Concessionaires received orders for the new Ferrari models launched in 2022, including the highly anticipated Purosangue, which will have a launch event in Hong Kong in Spring 2023[197]. - The Ferrari service center in Kwai Chung, covering 70,000 square feet, continues to perform well, offering a full range of automotive services[198]. - Blackbird Group's appointment as the official importer for Ferrari in Hong Kong and Macau reflects its long-term commitment to the brand and strengthens its partnership with Ferrari[198]. - The appointment of Blackbird Tridente as the official importer and distributor for Maserati in Hong Kong and Macau marks another significant milestone in the company's automotive business development[199]. - Blackbird Tridente opened a new Maserati showroom in Causeway Bay, covering an area of 8,400 square feet[200]. - The company launched a new SUV model, Grecale, in Hong Kong[200]. - Grecale features an attractive design, advanced technology, and a competitive pricing strategy[200]. - The company is optimistic about the momentum of the Grecale and expects it to become one of Maserati's best-selling models soon[200]. Shareholder Communication and Dividends - The company has adopted a dividend policy to allow for the declaration and distribution of dividends, enabling shareholders to share in profits while retaining sufficient reserves for future growth[107]. - The company ensures active communication with shareholders through various channels, including shareholder meetings, company publications, and its website[107]. - The company has no plans to issue new shares or enter into agreements that would lead to the issuance of shares as of the end of the year[121]. - The company has a share option plan approved on June 23, 2021, allowing for the issuance of options up to 10% of the total issued shares at that time, which was 873,111,452 shares[147]. - No share options were granted under the 2021 plan as of the report date[149]. - The company’s stock option plan allows for a maximum issuance of shares not exceeding 1% of the total issued shares as of the grant date[151]. - The exercise price of any stock option granted under the 2021 plan must not be lower than the highest of the closing price on the grant date, the average closing price of the five trading days preceding the grant date, or the par value of the shares[153]. - The board has the discretion to impose specific holding periods for stock options at the time of grant, with a maximum exercise period of 10 years from the grant date[153]. - The company’s independent non-executive directors must approve any stock options granted to directors, senior executives, or major shareholders[151]. - As of December 31, 2022, the beneficial ownership of shares by directors and senior executives was recorded, with a significant percentage held by Mr. Mai at 211.50% of the issued shares[156].
中建富通(00138) - 2022 - 年度财报