Financial Performance - The company's revenue for the year 2022 was HKD 57.1 million, a decrease of 11.4% compared to the previous year[9]. - The loss attributable to shareholders for the year was HKD 55.1 million, significantly reduced from HKD 134.2 million in the previous year[17]. - The fair value loss of listed equity securities at year-end was HKD 3 million, compared to a gain of HKD 2.6 million in the previous year[20]. - The average book value of debt securities investments decreased, leading to a financial investment income of HKD 28.1 million, down from HKD 35 million in the previous year[19]. - The net asset value per share decreased to HKD 9.8 from HKD 10.4 in the previous year[17]. - The company recorded a basic loss per share of HKD 0.199, compared to HKD 0.484 in the previous year[17]. - The company's loss attributable to shareholders for the year was HKD 55.1 million, a decrease from HKD 134.2 million in the previous year, primarily due to a reduction in fair value losses on investment properties[23]. - The fair value loss on investment properties at year-end was HKD 62.8 million, down from HKD 182.9 million the previous year[23]. - As of March 31, 2022, the company's net current assets amounted to HKD 184 million, a decrease of HKD 20 million from HKD 204 million in the previous year[24]. - The total bank borrowings as of March 31, 2022, were HKD 550.7 million, down from HKD 744 million the previous year[25]. - The financial cost for the year was HKD 2.3 million, a decrease of 48.9% from HKD 4.5 million in the previous year[26]. - Shareholders' equity decreased to HKD 2,726.8 million from HKD 2,882.4 million in the previous year, with a net asset value per share of HKD 9.8[27]. - The company's investment properties were valued at HKD 2,163.8 million, a decrease of HKD 62.8 million from the previous year[33]. - The securities investment and financial products portfolio was HKD 217.9 million, down from HKD 487.2 million the previous year, including debt securities of HKD 184.9 million[35]. Corporate Governance - The company is led by a board of eight directors, including four executive directors and three independent non-executive directors, ensuring compliance with listing rules[52]. - The board held four meetings during the fiscal year ending March 31, 2022, to monitor management performance and set business strategies[52]. - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange listing rules and has complied with all applicable provisions during the reporting period[51]. - The chairman and the chief executive officer roles are held by the same individual, which deviates from the corporate governance code, but the board believes this structure ensures effective leadership[55]. - The company emphasizes high standards of corporate governance to enhance transparency and accountability to shareholders and creditors[51]. - The board includes members with diverse professional backgrounds, including accounting, engineering, and management, providing a robust governance framework[55]. - The company has a strong focus on risk management through effective internal control procedures[51]. - The board is committed to continuously reviewing and improving corporate governance policies to align with the latest developments[51]. - The company has established a remuneration committee and a nomination committee to oversee executive compensation and board appointments[48]. - The independent non-executive directors provide professional advice to the company when necessary, ensuring a balanced decision-making process[52]. - The company has adopted a board diversity policy, considering factors such as gender, age, cultural background, and professional experience to enhance operational success and sustainable development[57]. - The board consists of a total of 10 members, with a breakdown of 6 non-executive directors and 4 independent non-executive directors[60]. - The audit committee held two meetings during the fiscal year ending March 31, 2022, reviewing the financial statements and internal control systems[67]. - The audit committee is responsible for monitoring the completeness of the company's financial reports and compliance with accounting standards and regulations[66]. - The company provides continuous professional development for all directors, covering corporate governance and regulatory updates[61]. - The board has not yet established measurable targets for the diversity policy but will continue to review its effectiveness[58]. - The company has appropriate insurance arrangements for its directors and officers against legal actions[62]. - The board is committed to reviewing its corporate governance policies and practices regularly[64]. - The audit committee is composed of three independent non-executive directors, ensuring independence and objectivity in financial oversight[65]. - The company emphasizes the importance of maintaining a diverse board to improve efficiency and achieve balanced development[59]. - The Remuneration Committee held two meetings during the fiscal year ending March 31, 2022, to review the company's remuneration policies and assess the performance of executive directors and senior management[69]. - The Nomination Committee also conducted two meetings in the fiscal year ending March 31, 2022, to review the board's structure, composition, and diversity, and to recommend the appointment of new executive directors[71]. - The company has adopted a nomination policy in 2018, which outlines the criteria for selecting suitable candidates for the board[74]. - The Nomination Committee evaluates candidates based on various factors, including reputation, diversity, and professional experience[76]. - The company ensures that no director can determine their own remuneration, maintaining governance standards[69]. - The Remuneration Committee is responsible for recommending remuneration packages for all directors and senior management to the board[69]. - The Nomination Committee assesses the independence of independent non-executive directors annually[72]. - The company has a structured process for nominating candidates, which includes inviting board members to propose candidates for consideration[79]. - The Nomination Committee can recommend candidates not nominated by board members, ensuring a broader selection process[79]. - The board retains final decision-making authority regarding the recommendation of candidates for election at the shareholders' meeting[82]. - The board of directors attended all meetings, with attendance rates of 100% for the board and annual general meeting[84]. - The auditor's fee for the year ended March 31, 2022, amounted to HKD 441,000, with no non-audit services provided during the year[96]. Risk Management - The company has established a risk management framework since 2017, including the formulation of risk management policies and procedures[91]. - The board believes that the internal control system is effective and sufficient, with no significant issues affecting financial performance identified during the year[90]. - The company has adopted a policy for timely and accurate disclosure of significant information, ensuring potential inside information is promptly assessed[95]. - The audit committee reviews the effectiveness of the risk management system annually, and the board is satisfied with its adequacy[94]. - The company maintains communication with shareholders through various channels, including annual reports and shareholder meetings[99]. - The company has a structured process for risk identification, assessment, and management, including regular workshops for senior management[92]. - The company emphasizes the importance of risk management as a key component of its business success, integrating it into all business activities and decision-making processes[118]. - The board is responsible for ensuring the company has the necessary resources to manage risks associated with both new and existing businesses[120]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to integrating more environmentally friendly technologies into its properties to achieve energy-saving and emission reduction goals[113]. - The company recognizes climate change as a primary issue, creating new responsibilities and opportunities for real estate investors[113]. - The company aims to enhance shareholder value through the highest levels of corporate governance and business integrity[114]. - The company has established an Environmental, Social, and Governance (ESG) Executive Committee to promote ESG practices across all assets since 2019[123]. - The company focuses on economic recovery by seeking opportunities in high-performing commercial real estate sectors[124]. - The company aims to attract more tenants by leveraging the sustainability of its property portfolio amid the COVID-19 pandemic[125]. - Compliance efforts include managing issues and collecting data to ensure responsible operations and adherence to regulations[126]. - The company has identified six main stakeholder categories, including tenants, employees, suppliers, investors, local communities, and regulatory bodies[129]. - Stakeholder engagement includes tenant satisfaction surveys and regular communication to align with their expectations and needs[131]. - The company is committed to providing quality spaces and sustainable solutions to enhance tenant attraction and satisfaction[131]. - The board will periodically provide recommendations on ESG strategies to ensure effective governance and oversight[121]. - The company conducted a materiality assessment on 13 environmental, social, and governance issues, identifying tenant health and financial performance as highly impactful topics[133]. - The company emphasizes maintaining high property utilization rates and creating ideal revenue sources, focusing on balancing investment risks[132]. Employee and Workplace Management - The company had 17 employees as of March 31, 2022, with total employee costs amounting to HKD 25.8 million, an increase from HKD 24.7 million the previous year[39]. - The workforce consists of 17 employees, with 65% being female and 35% male, reflecting the company's commitment to equal opportunity employment[173]. - The company adheres to all applicable laws and regulations regarding employment, with no significant violations reported during the reporting period[169]. - The company has implemented a robust internal control framework and anti-corruption policies, with no confirmed incidents of corruption or bribery reported[166]. - The company provides medical insurance for all employees, reflecting its commitment to employee health[189]. - The company encourages flexible working hours to avoid peak traffic times, enhancing employee well-being[186]. - The average training hours completed per employee is 16 hours, with 66.7% of management and 30% of non-management employees receiving training[193]. - The company achieved zero work-related deaths and no significant health and safety compliance issues during the reporting period[189]. - The company has implemented various health and safety measures, including daily temperature checks and air purifiers in the office[180][181]. - The company has a strict policy against child labor, ensuring all employees are at least 18 years old[194]. - The company provides performance bonuses based on employee performance to maintain competitive compensation packages[170]. - The company has established a qualified supplier list to ensure fair and transparent procurement processes[167]. - The company conducts biannual evaluations of supplier performance to ensure quality and compliance with procurement policies[167]. Property Management and Operations - The company did not acquire or sell any properties during the year[34]. - The group primarily engages in property investment and financial investment, with no production facilities[200]. - The group's office is located within one of its office properties[200]. - There are no significant emissions related to the group's business operations in Hong Kong[200]. - The group does not generate large amounts of hazardous waste[200]. - Main emissions from the group's self-used office include nitrogen oxides (NOx) and sulfur oxides (SOx) as well as greenhouse gases[200]. - The group also produces non-hazardous waste and wastewater[200]. - The company has established measures to prevent the spread of COVID-19, including temperature checks and mandatory mask-wearing for visitors[151]. - The company maintains high hygiene standards in properties, ensuring regular cleaning of frequently touched surfaces and public areas[155]. - The company engages with local communities before and during renovation projects to minimize disruptions and address concerns[150].
太兴置业(00277) - 2022 - 年度财报