WING ON CO(HK:00289)2023-04-28 04:20Annual General Meeting and Corporate Governance - The company will hold its 32nd Annual General Meeting on June 13, 2023, at 10:30 AM[3] - The audited consolidated financial statements for the year ended December 31, 2022, will be reviewed and adopted[4] - The company plans to propose a final dividend and a special dividend[4] - The board of directors will be re-elected, including Mr. Guo Zhiqiang and Ms. Tan Huizhu[4] - The company seeks to authorize the board to issue additional shares not exceeding 20% of the total issued shares[5] - The company intends to authorize the repurchase of shares not exceeding 10% of the total issued shares[6] - The company will propose amendments to its Articles of Association, which will take effect immediately after the meeting[8] - The record date for attendance and voting at the AGM is set for June 13, 2023[10] - The share transfer registration will be suspended from June 6 to June 13, 2023[10] - All completed share transfer forms must be submitted by June 5, 2023, at 4 PM for registration[10] - The company is seeking shareholder approval for a proposed final dividend and special dividend, with the record date set for June 19, 2023[11] - The company currently has no plans to issue new shares despite seeking general authorization for share issuance under the Hong Kong Stock Exchange rules[11] - The annual report dated April 28, 2023, has been sent to all shareholders, detailing further information on the proposed resolutions[11] - The company emphasizes that all resolutions will be voted on at the annual general meeting as per the Hong Kong Stock Exchange regulations[11] - The board of directors includes experienced members with extensive backgrounds in finance and management, enhancing corporate governance[19][20][21] - The company has established various committees, including audit, remuneration, and nomination committees, to ensure effective oversight[14] - The company’s auditor is KPMG, a recognized public interest entity auditor, ensuring compliance with accounting and financial reporting standards[16] - The company has a strong commitment to shareholder communication, with announcements regarding meeting arrangements posted on its website[11] - The company advises shareholders to exercise caution in attending the annual general meeting during adverse weather conditions[11] - The board proposed a final dividend of HKD 0.15 per share for the year 2022, down from HKD 0.46 per share in 2021, along with a special dividend of HKD 0.60 per share to celebrate the 115th anniversary of its department store business[44] Financial Performance and Position - The group’s revenue for 2022 decreased by 7.8% to HKD 1,041.0 million compared to HKD 1,129.3 million in 2021, primarily due to a decline in core business revenue[29] - The group recorded a loss attributable to shareholders of HKD 300.9 million for 2022, compared to a profit of HKD 552.5 million in 2021, mainly due to an unrealized net loss of HKD 259.5 million from the investment portfolio[29] - Basic earnings per share for 2022 were HKD 0.1033 loss, down from HKD 0.1894 profit in 2021; excluding property valuation losses, basic earnings per share were HKD 0.0269, down from HKD 0.1441 in 2021[29] - The group's equity as of December 31, 2022, was HKD 18,553.5 million, a decrease of 3.4% from HKD 19,216.3 million in 2021[31] - The group had cash and listed securities of approximately HKD 3,370.9 million as of December 31, 2022, down from HKD 3,540.3 million in 2021, indicating sufficient liquidity for capital commitments and operational needs[31] - The group recorded an operating loss of HKD 21.3 million in its department store business for 2022, compared to an operating profit of HKD 17.1 million in 2021[36] - The group recorded a share of the joint venture's post-tax loss of HKD 18.1 million in 2022, compared to a profit of HKD 14.7 million in 2021, resulting in an overall loss of HKD 16.2 million for the group in 2022, down from a profit of HKD 21.1 million in 2021[38] - The group recorded a foreign exchange loss of HKD 0.7 million in 2022, compared to a gain of HKD 3.4 million in 2021, indicating challenges in currency fluctuations affecting financial results[39] - The group aims to maintain a dividend policy of distributing approximately 50% of annual basic profit to shareholders, barring unforeseen circumstances or significant capital needs[45] - The company reported a loss before tax of HKD 213 million in 2022, compared to a profit of HKD 681 million in 2021[130] - The total assets decreased to HKD 19,903 million in 2022 from HKD 20,639 million in 2021, reflecting a decline of 3.6%[130] - The company’s independent auditor issued an unqualified opinion on the financial statements, confirming compliance with Hong Kong Financial Reporting Standards[132] Investment and Market Strategy - The company reported a significant increase in overseas investment activities, reflecting a strategic focus on international market expansion[22] - The company plans to focus on market expansion and new product development in the upcoming year[146] - The group plans to renovate its store on Nathan Road in Yau Ma Tei to enhance customer shopping experience and product variety, while expecting stable rental income from commercial properties in Hong Kong and Australia despite challenges in the property leasing market[41] - The group aims to strengthen its core business and seek expansion opportunities to improve profitability, focusing on department store operations and increasing rental income from commercial properties[30] - The company plans to continue its focus on investment property management and expansion in the coming year[151] Employee and Workforce Management - The total employee cost, excluding directors' remuneration, was approximately HKD 185.6 million in 2022, down from HKD 194.5 million in 2021, with a total of 551 employees as of December 31, 2022, compared to 600 in 2021[40] - The company has a total of 551 employees, with 74% being female and 26% male as of December 31, 2022[111] - The company aims to improve gender diversity on the board and has implemented measures to identify potential successors[109] - The company has established mechanisms to ensure independent viewpoints are considered in board decisions[103] - The board's composition is currently balanced, with one female independent non-executive director[109] - The company has implemented standardized recruitment processes and emphasized work-life balance to promote gender diversity[112] Risk Management and Compliance - The board confirmed its responsibility for assessing and managing risks, including ESG-related risks, to achieve strategic objectives[119] - The company has ensured compliance with relevant laws and regulations affecting its operations, including those related to product safety and employee welfare[61] - The group has engaged external consultants to evaluate the adequacy and effectiveness of its risk management and internal control systems[120] - The board reviews the risk management and internal control systems annually, with external consultants assisting in the evaluation process[120] - The board has identified a significant new risk related to the aging workforce in the department store business, which may impact operations and service quality[121] Financial Reporting and Accounting Policies - The group adopts HKAS 16 for property, plant, and equipment, with land and buildings not revalued to fair value at each reporting date[163] - The group assesses contracts to determine if they contain a lease, recognizing right-of-use assets and lease liabilities at the lease commencement date[166] - The group recognizes expected credit losses on financial assets measured at amortized cost, including cash and cash equivalents, trade receivables, and lease receivables[169] - The group confirms government grants when reasonable assurance is received and conditions are met, recognizing them in the income statement in the same period as the related expenses[192] - The group’s financial statements present operating segments consistent with the information provided to the highest management for resource allocation and performance assessment[197]