Financial Performance - The company reported a revenue of approximately HKD 56 million for the year ended December 31, 2022, a decrease of about 88.1% compared to approximately HKD 469 million in 2021[6]. - The loss attributable to equity holders for the year was HKD 175 million, an increase of approximately 191.7% from a loss of about HKD 60 million in the previous year[6]. - The group’s revenue decreased by approximately 88.1% from about HKD 469 million in the previous year to approximately HKD 56 million in the current period[30]. - The company incurred a pre-tax loss of HKD 175 million for 2022, compared to a pre-tax loss of HKD 59 million in 2021, representing a 196.6% increase in losses[198]. - The total comprehensive loss for the year was HKD 219 million, significantly higher than the HKD 47 million loss reported in 2021[199]. - The company reported a gross loss of HKD 63 million for 2022, compared to a gross profit of HKD 33 million in 2021[198]. - Cash and cash equivalents decreased to HKD 27 million in 2022 from HKD 48 million in 2021, a decline of 43.8%[200]. - The company recognized a fair value loss of HKD 59 million on financial assets for the year, compared to a loss of HKD 15 million in 2021[198]. - The company’s total liabilities decreased slightly to HKD 75 million in 2022 from HKD 99 million in 2021, a reduction of 24.2%[200]. Dividend and Shareholder Policy - The company has decided not to declare a final dividend for the year ended December 31, 2022, maintaining cash reserves for operations and future developments[6]. - The board did not recommend a final dividend for the year ended December 31, 2022, consistent with the previous year[60]. - The company adopted a dividend policy in January 2019, allowing for the declaration and distribution of dividends to shareholders[124]. - The company has no distributable reserves as of December 31, 2022, but has a share premium account amounting to HKD 357 million available for distribution in the form of bonus shares[138]. Real Estate Projects - The company has completed the development of the Zhi Di New City project, which has sold approximately 91.3% of its total construction area as of December 31, 2022[8]. - The Yi Yun Mountain Villa project has sold about 78.5% of its residential units and 100% of its parking spaces and shops in the first phase, with the second phase achieving approximately 88.1% sales as of December 31, 2022[9]. - As of December 31, 2022, 81.7% of the total gross floor area for Phase 1.2 has been sold, which consists of 423 units across 12 buildings[13]. - Phase 1.3, completed in 2021, has sold approximately 92.9% of its gross floor area, which includes 94 units and 13 shops[13]. - Phase 2.1, also completed in 2021, has sold 66.6% of its total gross floor area, comprising 192 apartments and 391 parking spaces[13]. - Phase 3 has achieved a sales rate of 85.7% of its total gross floor area, which includes 224 residential units[13]. - The company anticipates a recovery in real estate sales in 2023 due to the reopening of borders between Hong Kong and mainland China[16]. - The construction of Phase 2.2 is ongoing, with foundation work completed in 2023, expected to provide approximately 20,000 square meters of residential and retail space[13]. Financial Services and Revenue Diversification - Financial services recorded revenue of approximately HKD 5,000,000, up from HKD 3,000,000 in the same period last year, indicating a growth of 66.67%[12]. - The automotive business generated revenue of approximately HKD 26,000,000 for the year ended December 31, 2022, contributing to revenue diversification[14]. - Real estate business accounted for nearly 44.6% of total revenue, but revenue declined due to no contributions from the Zhi Di Xin Cheng project during the period[30]. - Financial services revenue increased to approximately HKD 5 million from about HKD 3 million in the same period last year[31]. - Automotive business contributed approximately HKD 26 million in revenue, compared to zero in the previous year[32]. Cost Management and Expenses - Cost of sales decreased by approximately 72.7% from about HKD 436 million to approximately HKD 119 million, primarily due to reduced revenue and a weak real estate market in China[36]. - Selling and distribution expenses decreased by 61.9% from about HKD 21 million to approximately HKD 8 million, primarily due to reduced sales agent fees[40]. - Administrative expenses decreased by approximately 13.2% from about HKD 53 million to approximately HKD 46 million, mainly due to reductions in auditor fees and other expenses[41]. Corporate Governance - The board of directors believes that the separation of roles between the chairman and the CEO is essential for maintaining a balance of power and authority[76]. - The company has adopted a code of conduct for directors' securities trading, ensuring compliance with established standards[78]. - The board held a total of 18 meetings during the fiscal year ending December 31, 2022[79]. - The board composition includes two executive directors and three independent non-executive directors as of the report date[82]. - The company has ensured compliance with listing rules regarding the minimum number of independent non-executive directors, with at least one possessing appropriate professional qualifications[83]. - Independent non-executive directors constitute at least one-third of the board, providing diverse perspectives and expertise[85]. - The company has established mechanisms to ensure independent opinions and contributions in the decision-making process of the board[85]. - The audit committee is composed solely of independent non-executive directors, overseeing financial reporting and internal controls[85]. - The company has arranged appropriate insurance to protect directors and management against legal liabilities[80]. - The board members have no significant financial, business, family, or other relevant relationships with each other[84]. - The company has received annual confirmations of independence from its independent non-executive directors[83]. - The board will evaluate the implementation and effectiveness of the mechanism annually to ensure independent opinions are obtained[86]. - Each newly appointed director receives necessary onboarding information to understand the group's operations and responsibilities under listing rules[87]. - The company encourages directors to participate in continuous professional development to enhance their knowledge and skills[88]. - The remuneration committee held nine meetings in 2022, reviewing the remuneration policies and benefits for directors and senior management[94]. - The audit committee ensures the objectivity and credibility of the company's financial reporting and risk management systems[96]. - The company has established a share option plan to provide rewards and compensation to eligible participants, including directors and senior management[94]. - The chairman and CEO positions were held by the same individual during the reporting period, leading to a deviation from corporate governance code[89]. - The board has established three committees: remuneration committee, audit committee, and nomination committee, each with defined responsibilities[92]. - The company’s directors are subject to re-election at the annual general meeting, with one-third of directors required to retire and be eligible for re-election[90]. - The Audit Committee held three meetings during the fiscal year ending December 31, 2022, focusing on reviewing the 2021 annual report, 2022 interim report, and external auditor plans[99]. - The Nomination Committee held one meeting in the fiscal year ending December 31, 2022, reviewing the board's structure, diversity policy, and evaluating the independence of non-executive directors[104]. - The board diversity policy was adopted in August 2013, emphasizing the importance of diversity in achieving strategic goals and sustainable development[106]. - The board currently includes a range of professional expertise, including finance, investor relations, and marketing, reflecting a diverse composition in terms of age and gender[107]. - The Audit Committee members' attendance at meetings varied, with Hu Hui Shan attending 2 out of 3 meetings and Liu Yi Le also attending 2 out of 3 meetings[101]. - The Nomination Committee's member attendance showed that Wang Zu Wei attended 5 out of 9 meetings, while Zheng Yu Qing attended 6 out of 9 meetings before resigning[105]. - The company has established a nomination policy to ensure a diverse range of skills, experiences, and perspectives among board members[103]. - The Audit Committee is chaired by Hu Hui Shan, who is a qualified accountant with extensive experience in finance[99]. - The company emphasizes the importance of gender diversity, ensuring at least one female director on the board[107]. - The Audit Committee has sufficient resources to fulfill its responsibilities effectively[98]. - The board held two meetings in the fiscal year ending December 31, 2022, to review corporate governance policies and practices[108]. - The company paid a total of HKD 1.6 million to its external auditor for audit services in the fiscal year ending December 31, 2022[109]. - The board confirmed that there were no uncertainties that could significantly affect the company's ability to continue as a going concern[112]. - The board reviewed the effectiveness and adequacy of the risk management and internal control systems and deemed them effective and sufficient for the fiscal year ending December 31, 2022[114]. Risk Management and Internal Controls - The company recognizes the importance of risk management and internal controls in achieving strategic goals and adopts a conservative approach to manage strategic risks[115]. - The board is responsible for evaluating the nature and extent of risks the company is willing to take to achieve its strategic objectives[118]. - The company has identified key and emerging risks that could significantly impact its financial performance, reputation, or business model[117]. - The group is responsible for preparing financial statements that are free from material misstatement due to fraud or error, and for maintaining effective internal controls[190]. - The audit aimed to provide reasonable assurance that the financial statements are free from material misstatement, with a focus on significant audit findings and internal control deficiencies[192]. - The audit committee assists the board in overseeing the financial reporting process and ensuring compliance with relevant standards[191]. - The group must assess its ability to continue as a going concern and disclose any related matters in the financial statements[190]. Share Options and Capital Management - The company has granted a total of 10,914,993,990 share options under the 2011 plan as of December 31, 2022[151]. - There are no unexercised share options under the 2011 plan as of the report date, resulting in zero shares available for issuance due to the exercise of these options[152]. - The 2021 plan was adopted on June 23, 2021, with a validity of 10 years, allowing for the issuance of share options not exceeding 10% of the total shares issued as of that date, which is 18,384,610,000 shares[153]. - The total number of shares issued as of June 23, 2021, was 183,846,100,000[153]. - The company’s share option plan from 2011 remains effective for unexercised options granted under that plan[149]. - The company approved a share consolidation where every 100 existing shares of HKD 0.01 par value will be consolidated into 1 share of HKD 1.00 par value, reducing the issued share capital from HKD 1,838,461,000 to HKD 18,384,610[154]. - Following the share consolidation and capital reduction, the number of shares available for options under the 2021 plan will be adjusted to 183,846,100 shares, representing 8.33% of the total issued shares[155]. - As of the reporting date, no options have been granted under the 2021 plan, and the maximum number of options that can be granted to each eligible participant is limited to 1% of the total issued shares within any 12-month period[158]. - The company plans to allocate options to qualified participants, including directors, executives, and employees, as a reward for their contributions to the group[156]. - The exercise price for any options granted under the 2021 plan will be determined by the board but cannot be lower than the higher of the closing price on the grant date or the average closing price over the preceding five trading days[161][163]. Shareholder and Stakeholder Communication - The company maintains a shareholder communication policy to ensure effective communication with shareholders and stakeholders[127]. - The company has not made any charitable donations for the fiscal year ending December 31, 2022, consistent with 2021[139]. - The company has not purchased, sold, or redeemed any listed shares during the fiscal year ending December 31, 2022, except for the issuance of new shares and share consolidation disclosed in the financial statements[136]. - There were no significant changes to the company's constitutional documents as of December 31, 2022[126]. Audit and Compliance - The independent auditor for the fiscal year ending December 31, 2022, was Guotai Junan (Hong Kong) CPA Limited, following the resignation of Ernst & Young[176]. - The company has complied with the corporate governance code, with minor deviations noted[170]. - The company’s financial statements reflect a true and fair view of its financial position as of December 31, 2022, in accordance with Hong Kong Financial Reporting Standards[180]. - The board of directors confirmed that there were no changes in director information that required disclosure under the listing rules[171]. Asset Management - As of December 31, 2022, the group reported available-for-sale properties valued at HKD 311 million and development properties at HKD 95 million, accounting for approximately 53.8% of total assets[183]. - The fair value of financial assets measured at fair value through profit or loss was HKD 168 million, representing about 22.3% of total assets, classified as Level 3 in the fair value hierarchy[185]. - The management's assessment of the recoverable amount of available-for-sale and development properties involves significant judgment, including estimated completion costs and unit selling prices[183]. - External valuers were engaged to assist in determining the fair value of the properties and financial assets, ensuring objectivity and independence[187]. - The audit procedures included evaluating the assumptions and methods used in the valuations by external experts[187].
GBA集团(00261) - 2022 - 年度财报