Corporate Governance - The company maintains sufficient public float as required by the listing rules throughout the year[19]. - The company has implemented various corporate policies to ensure ethical and responsible behavior, including a business conduct code and anti-corruption policy[22]. - The company’s board of directors is committed to maintaining independence and integrity in governance practices[25]. - The company has a structured approach to providing monthly performance updates to all directors[28]. - The company’s governance policies and practices are regularly reviewed to ensure compliance with legal and regulatory requirements[38]. - The board consists of seven members, with three being independent non-executive directors, exceeding the requirement of at least one-third independence as per listing rules[52]. - The board aims to maintain a minimum of 14.3% female representation over the next five years, with currently one female director out of seven[36]. - The company maintains a gender ratio of 45:55 among employees as of December 31, 2022, and aims to continue this balance[37]. - The audit committee reviewed the annual report and accounts for the year ending December 31, 2022, and recommended approval to the board[60]. - The remuneration committee held one meeting this year to determine the remuneration policy for directors and assess the performance of executive directors and senior management[33]. - The nomination committee is tasked with reviewing the board's composition and identifying suitable candidates for board membership[35]. - The company has committed to ongoing professional development for all directors to enhance their knowledge and skills[55]. - The company secretary has undergone annual professional training to stay updated on regulatory changes and corporate governance practices[66]. - The company has adopted the standard code for securities transactions by directors, confirming compliance for the year ending December 31, 2022[65]. Risk Management and Compliance - The board is responsible for maintaining a comprehensive risk management and internal control system to protect shareholder interests and company assets[40]. - The internal control system is evaluated based on the COSO framework, focusing on risk management and compliance with applicable laws and regulations[67]. - The board meets quarterly to review risk assessment frameworks and discuss environmental, social, and governance risks[80]. - The board has conducted an annual review of the risk management and internal control systems, finding them effective and sufficient without identifying significant issues affecting financial, operational, compliance, and risk management functions[97]. - The company has adopted an anti-corruption policy to prevent and report any suspected corruption and related illegal activities, enhancing awareness among directors and employees[98]. - The company has established strict guidelines to ensure employees act with integrity in their dealings[86]. - The company has not been aware of any significant violations of anti-bribery laws or related regulations during the reporting period[90]. - The company has implemented a whistleblowing policy to provide channels for reporting serious misconduct or illegal activities, with the audit committee overseeing its implementation[43]. Environmental, Social, and Governance (ESG) Initiatives - The company has identified 27 significant environmental, social, and governance issues through an online survey involving key stakeholders[83]. - The company aims to build long-term trust with stakeholders through its ESG initiatives and reporting[104]. - The company reported a significant focus on climate-related risks, identifying physical risks and disaster recovery plans as key environmental, social, and governance risks during the reporting period[173]. - The company has implemented a business contingency plan to address identified climate-related risks, aiming to reduce operational and supply chain impacts from climate-related events[173]. - The group aims to reduce carbon emission intensity by 20% before 2027[142]. - The group plans to increase waste recycling rates by 5% annually[142]. - The company is committed to addressing greenhouse gas emissions, with specific calculations based on established protocols for direct and indirect emissions[175]. Financial Performance - The company reported a total comprehensive loss of HKD 240,514,000 for the year ended December 31, 2022, compared to a loss of HKD 208,000,000 in the previous year[169]. - The company had a total equity of HKD 6,059,899,000 as of December 31, 2022, down from HKD 6,410,385,000 at the beginning of the year[169]. - The company recognized a foreign exchange loss of HKD 27,735,000 from overseas subsidiaries during the reporting period[169]. - The company paid a total of HKD 31,183,000 in interim dividends for the first half of 2022[169]. - The company’s accumulated losses amounted to HKD 47,986,000 as of December 31, 2022[169]. - The company’s total assets decreased to HKD 6,059,899,000 from HKD 6,410,385,000 at the beginning of the year[169]. - The company’s total liabilities were HKD 485,039,000 as of December 31, 2022[169]. - The company’s loss attributable to owners for the year was HKD 212,779,000[169]. - For the year ended December 31, 2022, the company reported revenue of $92.26 million, a decrease from $860.76 million in 2021, representing a decline of approximately 89.3%[193]. - The gross profit for the year was $56.16 million, down from $523.88 million in the previous year, indicating a decrease of about 89.3%[193]. - The company incurred a total annual loss of $26.67 million, compared to a loss of $26.59 million in 2021, reflecting a slight increase in losses[193]. - Basic and diluted loss per share for the year was $1.31, compared to $2.36 in the previous year, showing a worsening in per-share performance[193]. - Operating loss for the year was $16.36 million, compared to an operating profit of $13.83 million in 2021, indicating a significant operational downturn[193]. - The company reported a net loss before tax of $22.68 million, compared to a loss of $4.78 million in the previous year, highlighting a substantial increase in pre-tax losses[193]. - Marketing and licensing expenses were $12.49 million, down from $137.65 million in 2021, showing a reduction of approximately 90.9%[193]. - The company recognized other income of $3.75 million, compared to no other income reported in the previous year[193]. - The net revaluation loss on investment properties was $42.34 million, compared to a loss of $204.13 million in 2021, indicating an improvement in property valuations[193]. - The total comprehensive loss for the year was $3.46 million, compared to a total comprehensive loss of $26.59 million in 2021, reflecting a reduction in overall losses[198]. Operational Efficiency - The company has established strict supplier evaluation and management procedures to ensure operational efficiency and maintain product and service quality[116]. - The company is focused on the design, research and development, marketing, and distribution of toys and family entertainment products as its main revenue source[153]. - The company has implemented measures to ensure compliance with the Children's Online Privacy Protection Act regarding the collection of information from children[118]. - The company has no issues obtaining water sources in 2022, indicating stable operational conditions[175]. - The company has no gas consumption in 2022 due to the sale of the restaurant business, indicating a shift in operational focus[175].
彩星集团(00635) - 2022 - 年度财报