Financial Performance - EBITDA decreased from approximately HK$235,473,000 in 2021 to approximately HK$216,958,000 in 2022, a decline of approximately HK$18,515,000 or 7.9%[4] - Revenue decreased by approximately HK$30,560,000 or 8.6% year-on-year[4] - For the year ended December 31, 2022, the operating profit before income tax decreased by approximately HK$102,873,000 or 46.4% to about HK$118,821,000, primarily due to the impact of COVID-19 on natural gas demand and increased debt financing costs[56] - The Group did not record any revenue from the food and beverages segment in 2022, with a segment loss before tax of approximately HK$509,000[33] Costs and Liabilities - Direct costs increased by approximately HK$1,450,000 or 3.0% to HK$49,133,000 as of December 31, 2022[6] - Finance costs increased by approximately HK$7,309,000 or 19.9% to approximately HK$44,091,000 due to higher debt financing for the Kashi Project[27] - Outstanding secured other borrowings amounted to approximately HK$486,080,000 as of December 31, 2022, compared to approximately HK$453,750,000 in 2021[35] - Other borrowings amounted to approximately HKD 305,760,000, an increase from approximately HKD 79,860,000 as of December 31, 2021[94] Financial Position - As of December 31, 2022, the Group's current ratio was approximately 35.4%, down from 40.5% in 2021[35] - The ratio of total liabilities to total assets improved to approximately 32.6% from 37.6% in 2021[35] - The Group's cash and cash equivalents were approximately HK$131,296,000 as of December 31, 2022, down from approximately HK$167,280,000 in 2021[64] - The Group's financial position as of December 31, 2022, is detailed in the Consolidated Statement of Financial Position[64] Corporate Governance - The company is committed to maintaining good corporate governance standards to attract investment from international institutional investors[115] - The board recognizes the importance of good corporate governance practices in enhancing shareholder value[115] - The Group has complied with the Corporate Governance Code during the Reporting Period, with exceptions regarding the separation of roles between the chairman and CEO, and the attendance of the chairman at the annual general meeting[118] - The Company acknowledges its responsibility to maintain a sound and effective internal control system to safeguard shareholders' investments and assets[136] Risk Management - The Board acknowledges its responsibility for maintaining effective risk management and internal control systems to safeguard shareholder investments and company assets[124] - The management conducts regular reviews of risk management and internal control systems, covering financial, operational, and compliance controls[146] - The company emphasizes the importance of risk management regarding directors' liabilities and has arranged appropriate liability insurance for directors and senior management, reviewed annually[157] - The Company will conduct a review on the adequacy and effectiveness of the risk management and internal control systems[140] Financing and Future Plans - The Group plans to secure new financing through equity or debt to improve its financial position and address going concern issues[44] - The Group plans to pursue additional debt and/or equity financing for further development of the Kashi Project[75] - The Company acknowledges the material uncertainty regarding its ability to continue as a going concern due to potential repayment demands from contractors and creditors[85] Board Composition and Diversity - The Company is seeking to appoint at least one female director by December 31, 2024, in compliance with new Main Board Listing Rules[123] - The Company has adopted a diversity policy for its board members, considering skills, knowledge, gender, age, culture, and professional experience[186] - The nomination policy emphasizes a board with diverse skills and experience, with criteria including the ability to devote sufficient time and attention to board affairs[198] - The Company aims to find a suitable female candidate for the Board to enhance diversity and comply with listing rules[143] Audit and Financial Oversight - The audit committee is responsible for assessing matters related to financial statements and providing recommendations to the Board[176] - The audit committee consists of one non-executive director and three independent non-executive directors, ensuring sufficient financial management expertise[176] - The Company received HK$980,000 for audit services provided by ZHONGHUI ANDA CPA Limited, which was approved by the audit committee without disagreement from the Board[176] - The Group's financial statements for the year ended December 31, 2022, have been audited and presented in the annual report[129]
中能控股(00228) - 2022 - 年度财报