Financial Performance - The group recorded interest income of approximately HKD 57.2 million from lending activities, down from HKD 68.1 million in the previous year, reflecting a decrease of about 13.2%[9] - Total revenue from financial services was approximately HKD 14.7 million, compared to HKD 21.4 million in the previous year, indicating a decline of around 31.3%[9] - The company reported revenue of approximately HKD 73.0 million for the year ended December 31, 2022, a decrease from HKD 95.7 million in 2021, primarily due to declines in both lending and financial services revenue[17] - Interest income from lending activities decreased by approximately HKD 10.9 million to about HKD 57.2 million in 2022, compared to HKD 68.1 million in 2021[17] - Financial services revenue fell by approximately HKD 6.7 million to about HKD 14.7 million in 2022, down from HKD 21.4 million in 2021, representing a decrease of 31.3%[22] - The net loss attributable to owners of the company was approximately HKD 171.3 million, a significant decline from a profit of HKD 153.8 million in 2021, largely due to fair value losses on financial assets of approximately HKD 153.5 million[18] - The group’s trade segment generated zero revenue this year, a decline from HKD 1.8 million in the previous year, reflecting a significant drop in demand and profitability[41] - The asset investment segment incurred a loss of approximately HKD 181.2 million, driven by poor stock performance and changes in fair value of financial assets, particularly in the Hong Kong stock market[42] - Interest income from bond investments decreased by approximately 84.1%, down to about HKD 0.7 million from HKD 4.4 million in the previous year[43] - The group experienced a decrease in the fair value of its financial assets, with a realized loss of approximately HKD 143.55 million during the year[52] Market Conditions - The Hong Kong stock market saw a 15% decline in the Hang Seng Index due to rising inflation and interest rate hikes by the Federal Reserve, which increased the federal funds rate from 0%-0.25% to 4.25%-4.5%[8] - The Hang Seng Index fell by 15.5% in 2022, marking a challenging year for the Hong Kong stock market amid geopolitical tensions and economic uncertainties[20] Investment Strategy - The group has paused its trading business due to intense price competition in the healthcare sector, but continues to explore investment opportunities in this area for sustainable returns[9] - The group is actively seeking potential investment prospects across various industries, particularly in real estate, which has become an attractive opportunity amid the current economic downturn[10] - A commercial property investment has been made in Hong Kong to ensure a stable and reliable income stream, reinforcing the group's asset investment portfolio[10] - The group remains committed to identifying valuable investment opportunities in both the real estate market and other sectors moving forward[10] - The company plans to expand its financial services and position itself as a comprehensive financial service provider focused on value extraction and helping clients achieve financial goals[17] - The company plans to further explore potential lending opportunities, including project financing, depending on market conditions and risk-return assessments[24] - The group plans to explore various business potentials and investment opportunities in the healthcare sector despite the market demand fluctuations caused by COVID-19 variants and global economic downturns[41] Lending Operations - The lending segment generated revenue of approximately HKD 57.2 million for the year ended December 31, 2022, down from HKD 68.1 million in 2021, accounting for about 78.4% of total revenue[35] - The operating profit for the lending business was approximately HKD 1.6 million in 2022, a decrease of about 91.4% compared to HKD 18.7 million in 2021[35] - The annual interest rates charged to unsecured borrowers range from 10% to 36%, while secured borrowers are charged between 9% and 24%[34] - The lending business primarily serves customers from social networks, existing clients, third-party agents, and referrals from employees and management[24] - The company has implemented strict credit policies and control measures to mitigate credit risks associated with its lending portfolio[27] - The internal credit assessment process includes verification of identity, repayment ability, and due diligence on provided information[28] - The company conducts weekly reviews of repayment records and loan portfolios, particularly focusing on overdue accounts[30] - The credit committee is responsible for evaluating and approving loans within the predetermined credit limits and regularly monitors the quality of the loan portfolio[27] - The group recorded an impairment loss of approximately HKD 28.3 million on receivables and interest, an increase from HKD 27.9 million in the previous year, primarily due to increased uncertainty regarding the recoverability of certain overdue loans[37] - As of December 31, 2022, the total loan balance was HKD 578,047 thousand, with 37% of loans overdue or not yet due but with interest overdue[39] Corporate Governance - The company has adopted all provisions of the Corporate Governance Code as per the Hong Kong Stock Exchange, except for one deviation noted in the report[140] - The board of directors consists of five members, including two executive directors and three independent non-executive directors, ensuring a balanced governance structure[142] - The company emphasizes the importance of good corporate governance standards to enhance shareholder value and manage risks effectively[139] - The company has maintained compliance with the Corporate Governance Code during the fiscal year ending December 31, 2022, with specific details on deviations provided in the report[140] - The board is responsible for setting the business strategy and overseeing management performance, ensuring alignment with the company's objectives[144] - The company has a policy for directors to seek independent professional advice at the company's expense when necessary[144] - All directors are required to retire at least once every three years, ensuring regular refreshment of the board[144] - The company has received annual independence confirmation from all independent non-executive directors, affirming their compliance with listing rules[152] - The company’s audit committee currently has two members, which is below the minimum requirement set by listing rules due to the resignation of Mr. Zhao Jiawei[153] - The independent non-executive director term for Ms. Chen Liping is from September 30, 2022, to April 30, 2024[152] Risk Management - The company has implemented a risk management and internal control system, which is reviewed annually to ensure its effectiveness[183] - The company engaged an independent firm to conduct internal audits and assess the effectiveness of its risk management and internal control systems, which were found to be effective and adequate[184] - The board is responsible for maintaining a robust risk management and internal control system, with management responsible for its design and implementation[187] - The audit committee discussed the internal audit report and other documentation to review the effectiveness of risk management and internal control systems[179] - The company has established an enterprise risk management framework following the COSO framework to effectively manage risks[187] - The audit committee provides regular reports to the board regarding risk management and internal audit functions[187] - The company has adopted internal control measures for handling and disclosing inside information, ensuring compliance with relevant regulations[184] - The company employs a "three lines of defense" governance structure for risk management, ensuring effective operational oversight and control[188] - Risk management framework is evaluated at least annually, with management meetings held regularly to update on risk monitoring procedures[189] - The company has established a risk register to track significant identified risks, which is reviewed and updated at least once a year[188] Shareholder Communication - The company maintains a shareholder communication policy to provide relevant information and facilitate communication with shareholders[197] - The company communicates with shareholders primarily through financial reports (semi-annual and annual), annual general meetings, and other possible shareholder meetings[200] - All company communication documents submitted to the stock exchange are available on the company's website and are regularly updated[200] - The board believes that the shareholder communication policy and its implementation are effective[200] - The company has complied with the principles and measures outlined in the shareholder communication policy throughout the year[200] - The company has provided effective channels for shareholders to express their opinions[200] - The implementation of the shareholder communication policy has been reviewed for effectiveness[200] - The company ensures that all information is accessible to shareholders through its website and the stock exchange[200] - The company is committed to maintaining transparency in its communications with shareholders[200] - The board regularly assesses the effectiveness of the communication policy[200] Employee and Compensation - The group employed 24 employees as of December 31, 2022, and provided regular training to enhance employee capabilities[70] - The company has maintained a competitive compensation scheme to attract and retain talented employees[97] - The compensation committee has reviewed and approved the remuneration proposals for newly appointed directors during the year[168] - The company's compensation policy aims to provide competitive salary levels to attract and retain successful executives, with 2 executives earning between HKD 0 to 1,000,000 and 1 executive earning between HKD 1,000,001 to 2,000,000[170] - The nomination committee considers various factors, including gender, age, culture, and professional experience, when nominating candidates for the board[175] - The board diversity policy is reviewed annually to ensure its effectiveness and to maintain a pool of potential successors[166] - The company continues to promote diversity at all employee levels, ensuring equal opportunities for all qualified employees[166] - The board currently consists of 2 female directors and 3 male directors, indicating a gender diversity ratio of 40% female and 60% male[166] - As of December 31, 2022, the overall employee gender ratio is 66.67% male and 33.33% female[166]
嬴集团(00397) - 2022 - 年度财报