Financial Performance - The company recorded a loss of approximately HKD 89 million in 2022, compared to a loss of HKD 53 million in 2021, primarily due to a fair value loss of HKD 35 million on investment properties[26]. - Revenue for the year ended June 30, 2022, was approximately HKD 9 million, an increase from HKD 8 million in 2021[27]. - The technology department generated revenue of approximately HKD 20 million during the year, but did not meet expectations due to adverse impacts from COVID-19 and semiconductor shortages[29]. - Sales from Pexray Oy, which focuses on security and non-destructive testing applications, amounted to approximately HKD 19 million for the year[30]. - The group's total outstanding liabilities were approximately HKD 162 million, including trade and other payables of about HKD 13 million and secured bank borrowings of approximately HKD 83 million[44]. - The group's current liabilities net amount was approximately HKD 48 million, with a current ratio of 0.67 and cash reserves of approximately HKD 87 million[44]. - The capital debt ratio was approximately 18.36%, calculated as total liabilities divided by total assets[46]. - The group's largest customer accounted for 46% of total revenue, while the top five customers contributed 89% of total revenue for the year ended June 30, 2022[172]. - The group's investment properties experienced fair value losses due to the downturn in the Hong Kong real estate market, which could adversely affect financial conditions and operational performance[157]. - As of June 30, 2022, the company's distributable reserves amounted to HKD 221,701,000[170]. Corporate Governance - The company adhered to all corporate governance codes as per the Hong Kong Stock Exchange's listing rules for the fiscal year ending June 30, 2022, with some deviations disclosed[60]. - The board consists of one executive director, two non-executive directors, and three independent non-executive directors, ensuring a diverse range of expertise[63]. - The company has established a nomination committee to review the board's structure and recommend suitable candidates for directorship[74]. - The company does not see the need for a formal diversity policy for board members, focusing instead on the skills and experience of candidates[75]. - The chairman and CEO roles are separated, with the current chairman also temporarily acting as CEO[69]. - The independent non-executive directors confirmed their independence in accordance with the listing rules[66]. - The board is responsible for setting the strategic direction and policies of the group, overseeing management, and approving significant transactions[63]. - The board has adopted a nomination policy to enhance diversity and governance standards within the board[76]. - The audit committee held two meetings during the year, reviewing the annual report and interim report for the respective periods[83]. - The audit committee consists of one non-executive director and three independent non-executive directors, regularly reviewing the effectiveness of internal control systems[199]. Internal Control and Risk Management - The company emphasizes the importance of a robust internal control system to achieve business objectives and ensure compliance with laws and regulations[93]. - The group has established a comprehensive internal control system, including a budget, information reporting, and performance monitoring procedures[94]. - The management team is responsible for preparing the annual business plan and budget, which must be reviewed and approved by the executive directors[94]. - The board acknowledges its responsibility for the internal control system and has engaged independent consultants to review its effectiveness[94]. - The independent consultant's report has been submitted to the audit committee and board for review, with recommendations for strengthening the internal control system adopted[94]. Environmental, Social, and Governance (ESG) Issues - The group has identified significant environmental, social, and governance (ESG) issues relevant to its operations and stakeholders[101]. - The group has established an environmental policy addressing major environmental issues, including emissions and resource usage[110]. - Nitrogen oxides (NOX) emissions decreased from 6.2 kg in 2021 to 4.3 kg in 2022, a reduction of approximately 30.6%[113]. - Total greenhouse gas emissions calculated in CO2 equivalent decreased from 128 tons in 2021 to 101 tons in 2022, a reduction of about 21.1%[115]. - Gasoline consumption decreased from 10,411 liters in 2021 to 7,257 liters in 2022, a reduction of approximately 30.3%[122]. - The company has implemented green office initiatives to reduce environmental impact, including encouraging remote meetings[117]. - The company has established policies to minimize waste and promote recycling, maintaining low levels of harmless waste[121]. - The company recognizes the importance of managing climate change impacts and has begun assessing climate-related risks[128]. Employee and Community Engagement - The group has a total of 70 employees, with 58 males and 12 females, and 69 full-time and 1 part-time/contract employee[132]. - Employee training participation rates are 34% for males and 25% for females, with senior management at 34% and general staff at 32%[138]. - The group has maintained a safe working environment with no reported work-related safety incidents over the past three years[135]. - The group actively encourages employee participation in local community projects as part of its corporate responsibility[151]. Shareholder Information - The company reported a total of 1,176,614,613 shares outstanding, with major shareholders holding 83.96% of the total equity[179]. - Basurto Holdings Limited, Cityguard Holdings Limited, and Five Star Investments Limited each hold 36.31% of the company's shares, totaling 508,848,531 shares[179]. - Gold Seal Holdings Limited holds 38.39% of the shares, amounting to 537,993,892 shares, including 228,605,681 convertible securities[179]. - The company has a stock option plan adopted on December 8, 2015, with a total of 397,721,900 stock options granted to employees and directors[183]. - The exercise price for stock options ranges from HKD 0.179 to HKD 0.321, with various exercise periods extending to 2028[183]. Strategic Outlook - The company has not reported any new strategies or market expansions in the current financial year[182]. - The company has not disclosed any new product developments or technological advancements in the recent reports[182]. - There are no reported mergers or acquisitions in the current financial year, maintaining the company's existing structure[182]. - The company repurchased 350,000 shares at a total cost of approximately HKD 43,000 (excluding transaction fees) during the fiscal year ending June 30, 2022[194]. - Due to uncertainties caused by the COVID-19 pandemic, the company decided to repurpose the public offering proceeds for general working capital instead of land acquisition and facility construction[196].
PALADIN(00495) - 2022 - 年度财报