Financial Performance - The Group's revenue for the year ended December 31, 2022, was HK$38,379,000, an increase of HK$213,000 or 0.56% compared to 2021[11][14] - The loss for the year amounted to HK$43,701,000, a decrease of HK$1,519,351,000 from the previous year's loss of HK$1,563,052,000[11][14] - Loss per share was HK3.52 cents, significantly improved from HK125.98 cents in 2021[11][14] - The net asset value per share as of December 31, 2022, was HK$1.25, down from HK$1.29 in 2021[11][14] - Rental income from Harbour Crystal Centre decreased due to rent concessions granted to tenants during the fifth wave of COVID-19[22] - Impairment losses on loan and interest receivables were HK$22,691,000, down from HK$74,370,000 in the previous year[16] - The absence of a loss on disposal of a subsidiary, which was approximately HK$1,467,958,000 in 2021, contributed to the decrease in overall loss[16] - The total assets of the Group decreased from HK$1,791,326,000 last year to HK$1,741,114,000 this year, and net assets decreased from HK$1,605,421,000 to HK$1,554,105,000[25][27] - Total liabilities increased from HK$185,905,000 as of December 31, 2021, to HK$187,009,000 as of December 31, 2022, with a total liabilities to total assets ratio of approximately 10.74%[26][28] - Cash and bank balances increased to HK$147,668,000 as of December 31, 2022, compared to HK$119,853,000 in 2021[26][28] - Current assets amounted to HK$288,057,000, exceeding current liabilities by HK$262,088,000 as of December 31, 2022[29] Property Management - The average occupancy rate for commercial properties at Harbour Crystal Centre was approximately 87%[20][21] - Office spaces in Billion Centre recorded a 90% occupancy rate, while strata residential apartments had an occupancy rate of 89%[23] - The total gross floor area of investment properties as of December 31, 2022, is 138,663 sq. ft. for Harbour Crystal Centre and 13,851 sq. ft. for Billion Centre[50] - The company holds a 100% ownership percentage for both Harbour Crystal Centre and Billion Centre, with lease expiry dates in 2053 and 2047 respectively[50] - The Group aims to maintain the same total rental income from investment properties as last year, which has been achieved[34][35] - For 2023, the Group plans to improve its investment portfolio through acquisitions of quality properties and disposals of under-performing properties[36] Corporate Governance - The Board consists of seven directors, including four Executive Directors and three Independent Non-Executive Directors, ensuring a diverse governance structure[54] - The company emphasizes high standards of corporate governance, adhering to the Corporate Governance Code and maintaining transparency and accountability[52] - Independent Non-Executive Directors provided independent judgment on strategic issues, representing at least one-third of the Board[60] - The company is committed to reviewing its corporate governance practices annually to ensure compliance with applicable regulations[55] - The attendance record for Board meetings shows full participation from all directors, indicating strong engagement in governance[63] - The company has established clear functions for the Board and management, regularly reviewing and updating these to align with current regulations[65] - The Board has adopted a Board Diversity Policy aiming for balanced diversity, currently achieving 14.3% female representation with one female director out of seven[81] - The gender ratio among employees, including senior management, is 62% male to 38% female, aligning with the measurable diversity objective[85] - The Board conducts annual reviews of the Board Diversity Policy, confirming its proper implementation and effectiveness[83] - The roles of Chairman and Chief Executive are clearly segregated, with Mr. Patrick Lee Seng Wei as Chairman and Mr. Lee Shu Yin as Chief Executive, ensuring effective governance[88] - The Board has adopted written terms of reference for its corporate governance functions in August 2017, which includes developing and reviewing corporate governance policies[100] - The Nomination Committee, established in March 2012, ensures that the Board possesses the necessary skills and diversity to meet the company's business needs[104] Risk Management - Rising interest rates pose a negative risk to business development, potentially dampening activity and capital values[45] - The Company operates under a comprehensive risk management framework, with regular reviews and updates to policies based on market conditions[196] - The Board has established systems and procedures to identify, evaluate, and manage risks across different business activities, with annual assessments coordinated by the internal audit function[159] - The internal audit function provides independent appraisal of the adequacy and effectiveness of the Group's risk management and internal control systems[161] - The Group's risk management and internal control systems aim to provide reasonable assurance against material misstatement or loss, supporting the achievement of business objectives[155] - The Audit Committee ensures that management has effective risk management and internal control systems, although it cannot guarantee this[128] - The Audit Committee recommended annual reviews of the Group's risk management and internal control systems[139] Shareholder Communication - The Group's annual general meeting (AGM) was held on May 19, 2022, providing a platform for direct communication between the Board and shareholders[172] - The Company disseminates information to shareholders through various formal channels, including interim and annual reports, ensuring timely communication[170] - The Board recognizes the importance of maintaining good communication with shareholders and has established guidelines for the disclosure of inside information[164] - The Company encourages shareholders to provide feedback to enhance transparency and corporate governance practices[190] - The Board is satisfied with the implementation and effectiveness of the Shareholders Communication Policy, which was reviewed during the year[178] Audit and Remuneration - The Audit Committee consists of three INEDs and is chaired by an INED with appropriate professional qualifications[124] - The Audit Committee held two meetings in 2022, with attendance details provided in the report[129] - The Audit Committee is responsible for recommending the policy on the engagement of external auditors for non-audit services[128] - The total remuneration paid to the Group's external auditor was HK$1,512,000, which includes HK$1,173,000 for audit services and HK$339,000 for non-audit services[166] - The remuneration policy for senior management is detailed in the consolidated financial statements[121] - The Directors' fees for the year 2022 were reviewed and recommended for Board approval[122] - The Remuneration Committee held one meeting in 2022 to discuss the remuneration packages for Executive Directors[117] - The Remuneration Committee processed matters through circulation in 2022, ensuring that additional compensation for Directors is based on performance and market statistics[120] - The Remuneration Committee's terms of reference comply with the CG Code, with a deviation focusing solely on Executive Directors' remuneration[116] - The Remuneration Committee reviewed and recommended the revised policy and structure for Directors' remuneration in compliance with the CG Code effective from January 1, 2022[122]
亚证地产(00271) - 2022 - 年度财报