Financial Performance - The group's revenue decreased by approximately HKD 1,937,000 (or 9.3%) to about HKD 18,911,000 for the year ended March 31, 2022[10]. - The group recorded a profit of approximately HKD 13,485,000, a significant improvement of about HKD 17,156,000 compared to a loss of HKD 3,671,000 in the previous year[10]. - Rental income was approximately HKD 12,948,000, down by about HKD 391,000 (or 2.9%) due to COVID-19 related rent concessions and increased vacancy rates[13]. - The fair value gain on investment properties was approximately HKD 25,700,000, compared to a loss of HKD 28,100,000 in the previous year, with the fair value of investment properties at HKD 944,200,000 as of March 31, 2022[14]. - The group recorded a profit before tax of HKD 14,782,081, a turnaround from a loss of HKD 2,347,338, representing an increase of 729.7%[11]. - Dividend income increased by approximately HKD 1,493,000 (or 30.6%) to about HKD 6,370,000[18]. - The market value of the group's listed securities investment portfolio was approximately HKD 142,862,000 as of March 31, 2022, down from HKD 183,692,000 in the previous year[18]. - The group recorded unrealized losses on equity instruments measured at fair value through profit or loss of approximately HKD 23,122,000, compared to HKD 6,092,000 in the previous year[18]. - As of March 31, 2022, the total value of the group's investment properties was HKD 65,500 million, down from HKD 67,500 million in the previous year[31]. - The group held cash reserves of approximately HKD 120,634 million as of March 31, 2022, compared to HKD 108,291 million in the previous year[29]. - The total amount of bank loans was approximately HKD 17,916 million, with a debt-to-equity ratio of 1.5%[29]. - The group's securities portfolio had a fair value of HKD 70,887 million, with a fair value gain/loss of HKD (7,053) million for the year[1]. - The group reported a sales profit of approximately HKD 3,447 million from the sale of New World Development Company Limited's securities[22]. - The group has committed but unallocated capital expenditure of HKD 13,050 million for property redevelopment projects[29]. COVID-19 Impact - The group faced significant risks due to the ongoing COVID-19 pandemic, affecting property leasing and investment returns[33]. - The group has provided temporary rent concessions to tenants based on their actual business conditions since the outbreak of COVID-19, anticipating continued downward pressure on rental income[47]. - The group expects potential further waves of COVID-19, which may continue to exert pressure on property rental income[47]. - The group anticipates that recent net population movements will impact local economic recovery, as well as rental yields and property values in Hong Kong[36]. Governance and Board Structure - The board consists of two executive directors (one being the chairman), three non-executive directors, and three independent non-executive directors[54]. - The board held four meetings during the year ending March 31, 2022, with a 100% attendance rate[57]. - The company has adopted the "Corporate Governance Code" as a framework for its governance practices[52]. - The company does not have a specific CEO; strategic decisions require approval from all executive directors[52]. - The remuneration committee reviews the compensation of executive and non-executive directors and provides recommendations to the board[66]. - All directors have undergone continuous professional development, with each attending three relevant training sessions[61]. - The company has no fixed term for non-executive and independent non-executive directors, who rotate according to the company's articles[65]. - The board is responsible for formulating group strategies and overseeing business management[56]. - The company has not purchased insurance for directors against litigation actions due to prudent management policies[52]. - The company secretary determines the agenda for board meetings under the chairman's direction, ensuring timely and adequate information is provided to all directors[62]. - The Compensation Committee held one meeting during the fiscal year ending March 31, 2022, with a 100% attendance rate[68]. - The Compensation Committee reviewed the executive directors' remuneration policy and assessed the performance of executive directors[68]. - The Nomination Committee also held one meeting during the fiscal year ending March 31, 2022, with a 100% attendance rate[73]. - The Nomination Committee evaluated the composition and structure of the board and assessed the independence of independent non-executive directors[74]. - The board currently consists of six male directors and two female directors, aiming for at least one female director or a 25% female representation[80]. - The company has adopted a board diversity policy since September 1, 2013, considering various factors such as gender, age, and professional experience[78]. - The Nomination Committee is authorized to identify suitable candidates for board membership through various channels, including recommendations from current directors[83]. - The company emphasizes that all new appointees must retire and stand for re-election at the next annual general meeting[76]. - The Nomination Committee will assess the suitability of directors for reappointment based on the group's strategy and board composition[85]. - The Audit Committee held two meetings during the year ended March 31, 2022, with a 100% attendance rate[94]. - The company has established a risk management and internal control system, which was reviewed by the Board and found to be effective for the year ended March 31, 2022[103]. - The Governance Committee reviewed the company's compliance with governance codes and policies during the year[89]. - The Audit Committee reviewed the financial statements to ensure their completeness, accuracy, and fairness[95]. - The company has a structured risk governance framework involving multiple layers of oversight, including an independent professional advisor[102]. - The Board has confirmed that there are no significant uncertainties affecting the company's ability to continue as a going concern[107]. - The Governance Committee consists of three independent non-executive directors, one executive director, and two non-executive directors[88]. - The company emphasizes the importance of continuous professional development for directors and senior management[89]. Shareholder Engagement and Dividends - The company aims to provide stable and sustainable returns to shareholders through a stable dividend policy, proposing an interim dividend of HKD 0.02 and a final dividend of HKD 0.12 per ordinary share[122]. - The board may declare special dividends based on individual circumstances, particularly from significant capital gains resulting from asset sales[123]. - The board considers the group's financial performance, general financial condition, and future operational and liquidity status when determining dividend payments[124]. - The board retains the absolute right to review and amend the dividend policy at any time, without guaranteeing any specific dividend amount in any given period[124]. - Shareholders holding at least 2.5% of total voting rights can request the company to circulate statements regarding resolutions to be discussed at the annual general meeting[114]. - The company typically holds its annual general meeting in August or September each year[112]. - Shareholders representing at least 5% of voting rights can request the company to convene a special general meeting[118]. - The company encourages shareholder participation in the annual general meeting and allows for proxy voting[119]. - The company will ensure compliance with the procedures for shareholder proposals and resolutions as outlined in the Companies Ordinance[113]. Environmental Impact and Policies - The group has not engaged in property construction during the year, resulting in minimal environmental impact from its operations[130]. - The group aims to reduce electricity consumption and paper usage through various methods, with energy efficiency targets set between 14,500 kWh and 16,400 kWh for the year[133]. - The group produced no significant hazardous or non-hazardous waste, with non-hazardous waste primarily consisting of paper waste from daily operations[134]. - The group has implemented an environmental policy to mitigate negative impacts on the environment and conducts annual reviews of this policy[135]. - The group has assessed climate change risks, including potential impacts from extreme weather events, and is taking preventive measures to minimize these risks[139]. - Total greenhouse gas emissions increased to 8.64 tons in 2022 from 8.31 tons in 2021, representing a change of 4.0%[140]. - Indirect emissions from purchased electricity rose to 5.75 tons in 2022, up from 5.37 tons in 2021, marking a 7.1% increase[140]. - Energy consumption expenditure surged by 161.9% to HKD 19,810 in 2022 from HKD 7,565 in 2021[146]. - Total paper consumption decreased to 62.4 kg for office paper in 2022, down 16.6% from 74.8 kg in 2021[149]. - Total paper consumption for printed publications slightly increased to 539.0 kg in 2022, a 0.6% rise from 536.0 kg in 2021[149]. - The company reported a total indirect energy consumption of 14,740 kWh in 2022, an increase of 1.7% from 14,500 kWh in 2021[146]. - The company did not provide water usage data due to operational control by the building management[155]. Employee Relations and Policies - The company maintains a strict employment policy ensuring fair treatment and diversity among employees[157]. - As of March 31, 2022, the company employed a total of four long-term full-time employees[161]. - The company has a zero-tolerance policy towards child labor and forced labor, ensuring compliance with relevant laws[158]. - The company had a total of 4 employees in both 2022 and 2021, with a gender distribution of 50% male and 50% female[162]. - Employee turnover rate remained at 0% for both years, indicating stable workforce retention[162]. - The average length of service for employees increased from 12.8 years in 2021 to 13.8 years in 2022[162]. - 25% of employees received training or education in 2022, a decrease from 50% in 2021[170]. - The total hours of job-related training per employee significantly decreased from 320 hours in 2021 to 40 hours in 2022[170]. - The company reported no violations of employment laws or regulations during the year[163]. - There were no reported incidents of workplace injuries or occupational diseases in the past three years[168]. - The company encourages employees to participate in community volunteer services, contributing approximately 16 hours of service during the year[179]. Business Activities - The main business activities of the company include property and stock investment, property development, and securities trading, with no significant changes reported for the year[183]. - The company has implemented a whistleblowing policy to encourage reporting of any misconduct or violations, with no confirmed incidents of corruption reported during the year[175]. - The company declared an interim dividend of HKD 0.02 per share, totaling HKD 800,000, and proposed a final dividend of HKD 0.12 per share, amounting to HKD 4,800,000 based on 40,000,000 shares issued[187]. - As of March 31, 2022, the company's distributable reserves were HKD 648,974,439, a decrease from HKD 664,028,546 in the previous year[190]. - The total shareholding of Executive Director Mr. Wu Tai Wai is 7,269,577 shares, representing approximately 18.2% of the issued share capital[197]. - Executive Director Mr. Wu Tai Hsien holds a total of 14,686,423 shares, accounting for approximately 36.7% of the issued share capital[197]. - Non-Executive Director Mr. Su Kwok Leung has a total shareholding of 5,961,077 shares, which is about 14.9% of the issued share capital[197]. - Non-Executive Director Mr. Su Kwok Wai holds 5,025,923 shares, representing approximately 12.6% of the issued share capital[197]. - The company did not enter into any stock-linked agreements during the year and had none at year-end[189]. - The financial performance and position of the group for the year ended March 31, 2022, are detailed in the consolidated financial report from pages 47 to 100[186]. - The company’s board of directors includes a mix of executive and non-executive members, ensuring a diverse governance structure[194]. - The company has assessed the independence of its independent non-executive directors, confirming their independence in accordance with listing rules[195].
永发置业(00287) - 2022 - 年度财报