Board Governance - The Board held five meetings during the year ended December 31, 2022, with attendance figures reflecting actual attendance over the number of meetings entitled to attend[5]. - The Company established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of its affairs[13]. - The Remuneration Committee consists of 1 Executive Director and 3 Independent Non-Executive Directors (INEDs), ensuring sufficient resources to fulfill its duties[8]. - The Nomination Committee comprises five members, with a majority being INEDs, focusing on board structure, diversity, and succession planning[13]. - The Company emphasizes continuous professional development for Directors, providing training materials on corporate governance and regulatory updates[1]. - The Board meets at least four times a year, with meetings scheduled in advance to maximize attendance[6]. - Directors can seek independent professional advice at the Company's expense when necessary[6]. - The attendance of individual committee members is documented and available for review[8]. - The Company is committed to reviewing its Board Diversity Policy annually and disclosing the results in its Corporate Governance Report[13]. - All Directors confirmed compliance with the Bossini Group Policy regarding securities transactions throughout the year[55]. Risk Management - The Group's risk management and internal control systems were deemed effective and adequate for the year ended December 31, 2022[29]. - The Board is responsible for reviewing and monitoring the effectiveness of the Group's risk management and internal control systems at least annually[21]. - The Group engaged RSM Consulting (Hong Kong) Limited as its risk management and internal control review advisor for the year ended December 31, 2022[40]. - The risk assessment process prioritizes risks by comparing the results of the risk assessment[25]. - The Group's risk management strategies are designed to manage, rather than eliminate, risks that may affect business objectives[43]. Dividend Policy - The Company has adopted a dividend policy to allow shareholders to participate in profits while retaining adequate reserves for future growth[54]. - The Board has the discretion to declare and pay special dividends in addition to interim and final dividends[54]. - The payment of dividends is subject to the approval of the shareholders and any restrictions under Bermuda law[54]. - The Board will review the dividend policy periodically and amend it as necessary[54]. - The directors do not recommend the payment of a final dividend for the year ended December 31, 2022[88]. Financial Performance - The Group reported a loss for the year ended December 31, 2022, with financial details available in the consolidated financial statements on pages 77 to 197[88]. - The financial statements were prepared on a going concern basis, reflecting the Group's financial position and performance[62]. - The summary of the Group's published results and assets and liabilities for the years ended June 30, 2018, June 30, 2019, June 30, 2020, December 31, 2021, and December 31, 2022 is included in the "Five Year Financial Summary" of the annual report[88]. - The Company has a single class of shares with equal voting rights and dividend entitlements[63]. - The Company does not have provisions for pre-emptive rights under its Bye-Laws or Bermuda law[65]. Share Capital and Issuance - The authorized share capital of the Company increased from HK$300 million to HK$1 billion by creating an additional 7 billion shares[171]. - The Company issued 4,608,000 shares upon exercise of share options, receiving approximately HK$2.1 million[172]. - A rights issue was proposed to raise gross proceeds of up to approximately HK$465 million at a price of HK$0.37 per rights share[173]. - A total of 4,608,000 shares were issued through the exercise of share options, raising approximately HKD 2,101,000[174]. - The company proposed a rights issue of up to 1,257,784,545 shares at a price of HKD 0.37 per share, aiming to raise up to approximately HKD 465 million[175]. - The market price on the date of the rights issue determination was HKD 0.47 per share[175]. Corporate Social Responsibility - The company has a strong focus on corporate social responsibility, with key personnel holding various advisory and leadership roles in educational and industry organizations[112]. - The company is committed to environmental sustainability by implementing energy-saving measures and promoting recycling in its operations[191]. - The company emphasizes corporate sustainability by regularly conducting market surveys to improve product and service quality[190]. - The company has implemented an internal anti-bribery policy to ensure suppliers are aware of ethical commitments[81]. Management and Strategy - The management team includes members with extensive backgrounds in investment management and technology, enhancing the company's strategic capabilities in market expansion[106]. - The company aims to leverage its leadership in the garment manufacturing sector to explore new market opportunities and technological advancements[114]. - The company is committed to enhancing its operational efficiency and market presence through strategic partnerships and acquisitions in the consumer goods sector[106]. - The Group emphasizes the importance of effective communication and timely information disclosure to facilitate constructive feedback from shareholders and investors[81]. Market Performance and Growth - Revenue for the last fiscal year reached $500 million, representing a 15% increase compared to the previous year[130]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% growth in that region over the next two years[130]. - New product lines are expected to launch in Q2 2024, with projected sales of $50 million in the first year[130]. - A strategic acquisition of a local competitor is anticipated to be finalized by the end of Q3 2024, expected to increase market share by 10%[130]. - The company has set a performance guidance of 12% revenue growth for the upcoming fiscal year[130]. - Customer satisfaction ratings improved to 90%, up from 85% last year, indicating enhanced service quality[130]. - The company reported a gross margin of 40%, consistent with industry standards[130]. - Operating expenses were reduced by 5% through cost-cutting measures implemented in the last quarter[130].
BOSSINI INT'L(00592) - 2022 - 年度财报