Financial Performance - Revenue for the year 2022 was HKD 147,200,000, an increase of 5.4% compared to HKD 139,823,000 in 2021[173]. - Operating profit decreased to HKD 38,414,000 in 2022 from HKD 47,489,000 in 2021, representing a decline of 19.4%[173]. - Profit attributable to owners of the company was HKD 29,955,000 in 2022, down 21.5% from HKD 38,186,000 in 2021[173]. - The company reported a net loss from fair value changes of financial assets at fair value through profit or loss of HKD 2,465,000 in 2022, compared to a gain of HKD 1,954,000 in 2021[173]. - Total comprehensive income attributable to owners of the company was HKD 24,123,000 in 2022, a decrease of 56.2% from HKD 55,098,000 in 2021[174]. - Basic and diluted earnings per share for 2022 were 9.6 HK cents, down from 12.3 HK cents in 2021[174]. - Non-current assets totaled HKD 609,453,000 in 2022, a slight decrease from HKD 631,310,000 in 2021[181]. - Current assets increased to HKD 213,683,000 in 2022 from HKD 206,439,000 in 2021[181]. - The company’s total equity remained stable at HKD 707,225,000 in 2022, compared to HKD 707,722,000 in 2021[181]. - Cash and cash equivalents at year-end were HKD 169,441,000, up from HKD 164,660,000 in 2021[181]. - For the year ended December 31, 2022, the company reported a total comprehensive income attributable to owners of the company of HKD 24,123,000, compared to HKD 29,955,000 in the previous year, reflecting a decrease of approximately 19.5%[187]. - The net cash generated from operating activities for the year was HKD 39,920,000, a decline of 43.3% from HKD 70,358,000 in 2021[188]. - The company’s total cash and cash equivalents at the end of the year amounted to HKD 169,441,000, an increase from HKD 164,660,000 at the beginning of the year[188]. - The company declared a final dividend of HKD 11,842,000 and a special dividend of HKD 9,349,000 for the year, totaling HKD 21,191,000 in dividends declared[187]. - The company incurred a net cash outflow from financing activities of HKD 33,906,000, compared to HKD 22,406,000 in the previous year, indicating an increase in financing costs[188]. - The company’s total equity attributable to owners increased to HKD 691,643,000 from HKD 692,140,000, showing a slight decrease of 0.07%[187]. - The company’s revenue from operations was not explicitly detailed in the provided documents, indicating a need for further analysis on revenue generation[187]. - The company reported a decrease in cash received from dividends to HKD 109,000 from HKD 169,000 in the previous year, reflecting a decline of approximately 35.5%[188]. - The company’s interest paid increased to HKD 364,000 from HKD 287,000, representing a rise of 26.9%[188]. - The company’s total assets and liabilities were not detailed in the provided documents, suggesting a need for additional financial metrics to assess overall financial health[187]. Governance and Board Structure - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balance of power[19]. - The board has established effective mechanisms to ensure independent opinions and data are available for decision-making[22]. - In 2022, the board held approximately four meetings, with all directors attending all meetings except for two newly appointed independent directors[27]. - The company has a clear governance structure, with the chairman and CEO roles separated to maintain accountability[18]. - The board reviews and monitors compliance with legal and regulatory requirements regularly[24]. - The company has implemented a training program for directors to enhance their understanding of their responsibilities and the business environment[26]. - The company’s governance policies and practices are regularly reviewed to ensure they meet current standards and stakeholder expectations[25]. - The board is responsible for the overall strategy and direction of the company, focusing on long-term value creation[29]. - Two independent non-executive directors, Huang Yingqi and Ye Tianci, resigned effective September 30, 2022, after serving over nine years[33]. - The Audit Committee, composed of three independent non-executive directors, held three meetings in 2022[42]. - The Remuneration Committee reviewed and approved the remuneration of individual executive and non-executive directors, as well as senior management, during 2022[44]. - The Nomination Committee evaluated the independence of independent non-executive directors and reviewed the board's structure and composition[51]. - As of December 31, 2022, the board consisted of six male members and one female member, with a commitment to reviewing gender diversity annually[54]. - The company emphasizes a balanced and diverse board to enhance governance and effectiveness, considering various skills and backgrounds[53]. - The Audit Committee's responsibilities include reviewing financial reports and ensuring the independence of auditors[38]. - The company aims to maintain effective communication between the executive team and the board to ensure awareness of major business developments[35]. - The Remuneration Committee recommended annual remuneration policies to the board, ensuring transparency in the process[44]. - The company has established a clear division of responsibilities between the Chairman and the CEO to maintain a balance of power[34]. - The company has adopted a board diversity policy aimed at establishing a diverse board composition[58]. - The nomination committee is responsible for identifying and nominating candidates for the board, ensuring a diverse skill set and experience among board members[59]. - The company has a policy in place to ensure that the board is not composed of a single gender, promoting gender diversity[60]. - The board will review the dividend policy as necessary to ensure its effectiveness[65]. - The company has appointed external secretarial services, with Mr. Lo Tai On serving as the company secretary[67]. - The nomination committee has confirmed the suitability and effectiveness of the board diversity and nomination policies[63]. - The board is responsible for assessing and determining the nature and extent of risks faced by the group, with a review conducted at least annually[72]. - Risk identification is based on surveys conducted by senior management across departments, covering both internal and external risks, including strategic, operational, financial, compliance, and environmental, social, and governance risks[72]. - A risk assessment report is submitted to the audit committee and the board, detailing the main risks and corresponding action plans to mitigate these risks[84]. - The internal audit function has been approved for a three-year plan, which includes identifying major control measures and testing their effectiveness[81]. - The company has adopted an anti-corruption policy to ensure the highest standards of integrity and ethical conduct in its operations[85]. - The board reviews the adequacy of human resources in accounting and financial reporting departments, ensuring sufficient qualified staff and training budgets[87]. - The company emphasizes timely and accurate disclosure of significant information, adhering to a policy regarding the disclosure of inside information[80]. - The board has confirmed the effectiveness of the risk management mechanisms and internal control systems as of December 31, 2022[88]. Shareholder Communication and Engagement - The company encourages shareholder participation in annual general meetings, with the next meeting scheduled for June 7, 2023[91]. - The company maintains good communication with shareholders through various formal channels, including interim reports and announcements[90]. - The board reviewed the implementation and effectiveness of the shareholder communication policy annually, which aims to enhance timely and transparent communication with shareholders[102]. - The company’s main business is investment holding, with details of subsidiaries' operations disclosed in the financial statements[102]. - The company has maintained a public float of at least 25% of its issued shares, in compliance with listing rules[147]. - The company has not entered into any arrangements for the acquisition of shares or bonds that would benefit its directors during the year[137]. - The company has extended Mr. Yan Wei Shan's appointment for three years as of June 18, 2022[135]. - The company has not signed any management or administrative contracts regarding its main business operations during the year[151]. Investment Properties and Financial Assets - As of December 31, 2022, the group's total investment properties in the UK amounted to approximately HKD 110 million, down from HKD 125.3 million in 2021[2]. - The company’s borrowing currency is primarily GBP, with a foreign exchange risk of approximately HKD 104,500,000 related to the value of UK investment properties[112]. - The fair value of investment properties and leased land and buildings held by the company as of December 31, 2022, is recorded at HKD 264,937,000 and HKD 334,700,000 respectively[158]. - The company relies on independent professional valuers in the UK, Singapore, and Hong Kong to estimate the fair value of its investment properties and leased land and buildings, which involves significant estimates and judgments[158]. - The audit procedures included assessing the competence and objectivity of the valuers, as well as verifying the input data used in the valuation process[158]. - The company is responsible for preparing financial statements that present a true and fair view in accordance with Hong Kong Financial Reporting Standards[164]. - The auditors are tasked with identifying and assessing risks of material misstatement in the financial statements due to fraud or error, and designing appropriate audit procedures[168]. - The auditors evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates made by the directors[169]. - The company must disclose any significant uncertainties that may cast doubt on its ability to continue as a going concern[169]. - The auditors communicate significant audit findings, including any major deficiencies in internal controls identified during the audit[169]. - The company must ensure compliance with relevant professional ethical requirements regarding independence in its financial reporting process[171]. - The independent auditor's report is based on the audit evidence obtained up to the date of the report, and future events may affect the company's ability to continue as a going concern[169]. Corporate Social Responsibility and Sustainability - The company is committed to sustainable development and recognizes the importance of managing environmental, social, and governance-related risks[23]. - The group made charitable donations totaling HKD 208,000 during the year, along with over 24,000 product donations valued at approximately HKD 30,000[105]. - The group has implemented energy-saving measures, such as replacing traditional lighting with LED lights, to reduce greenhouse gas emissions[111]. - The company has established a sustainable development framework integrated into various levels, including the board and the Environmental, Social, and Governance (ESG) committee, ensuring all ESG goals were achieved during the year[126]. - The company recycled 5,431.80 kilograms of glass bottles this year, demonstrating effective recycling and waste reduction practices[127].
白花油(00239) - 2022 - 年度财报