Financial Performance - The Group's revenue for the year ended December 31, 2022, was approximately HK$272.1 million, representing a decrease of 34.9% from the previous year[24]. - The overall gross profit amounted to approximately HK$55.3 million, a decrease of 48.2% from the previous year[24]. - Loss attributable to owners of the Company was approximately HK$0.5 million, compared to a profit of HK$63.3 million in 2021[24]. - Basic loss per share for the year was HK0.19 cent, down from basic earnings of HK23.71 cents in 2021[25]. - The precision parts and components segment's turnover decreased by 34.9% to approximately HK$272.1 million compared to 2021[27]. - Excluding the unrealised fair value net loss of HK$4.2 million on forward currency contracts, the segment profit was approximately HK$7.6 million, down from HK$63.6 million in 2021[27]. - The Group recorded an unrealised fair value net loss of approximately HK$4.2 million in forward currency contracts, compared to a gain of HK$10.8 million in 2021[26]. - The decline in sales orders from customers was a significant factor contributing to the decrease in turnover[26]. - The Group faced challenges in 2022 due to the Ukraine War, persistent inflation, and microchip shortages, impacting consumer sentiment and supply chains[26]. - The rapid rise in interest rates increased the volatility of the Renminbi, affecting the Group's financial results[26]. - Profit before finance costs decreased by HK$71.2 million to approximately HK$1.8 million for the year[48]. - The finance costs increased by HK$0.1 million to approximately HK$0.5 million due to the rise in market interest rates[41]. - The Group recorded a loss after tax of approximately HK$0.5 million for the year[48]. - The gross profit margin decreased by 5.2 percentage points to 20.3% compared to 2021[32]. - Selling and distribution costs decreased by 21.3% to approximately HK$19.4 million[32]. - Administrative and other expenses decreased by 18.0% to approximately HK$23.5 million[32]. Financial Position - The Group's financial position remains healthy with bank balances and cash amounting to approximately HK$90.5 million as of December 31, 2022[43]. - As of December 31, 2022, the company had issued 267,004,800 ordinary shares, with total equity amounting to approximately HKD 350,300,000[58]. - The company did not engage in any fundraising activities during 2022, aside from obtaining general standby credit to meet trading needs[59]. Corporate Governance - The company has complied with all provisions of the Corporate Governance Code throughout the year ended December 31, 2022, except for the separation of the roles of Chairman and Chief Executive Officer[67]. - The Board of Directors is collectively responsible for overseeing the management of the business, with a focus on enhancing shareholder value[78]. - The Board has established various committees to delegate responsibilities and ensure effective governance[78]. - The company maintains a balanced composition of Executive Directors and Independent Non-executive Directors to ensure independent judgment[69]. - The Board formulates the overall strategy of the group and monitors its financial performance[80]. - The company has appropriate insurance coverage in place for director's liability[81]. - The company held four regular board meetings and one annual general meeting during the year ended December 31, 2022, with all directors attending all meetings[86]. - The company has established a Board Independence Evaluation Mechanism to ensure a strong independent element on the Board, with satisfactory results from the evaluation conducted in 2022[98][100]. - All independent non-executive directors have confirmed their independence annually, and the company considers them independent under Rule 3.13 of the Listing Rules[92]. - The company has adopted a code of conduct for directors' securities transactions, with all directors complying with the required standards throughout the year[101]. - Continuous professional development is encouraged for directors, with records of training maintained by the company secretary[107]. - The company has not set up a corporate governance committee, with the Board responsible for corporate governance duties[88]. - The roles of chairman and chief executive officer are performed by the same individual, Mr. Lai Pei Wor, which the Board believes does not impair the balance of power[90]. - The company has established written guidelines for employees regarding securities transactions, with no incidents of non-compliance noted[102]. - Each independent non-executive director has a contract for a specified period of two years, subject to retirement by rotation and re-election[91]. - The company has conducted an annual review of its independence evaluation mechanism, with satisfactory results reported[100]. - The company has established four board committees: Executive Committee, Remuneration Committee, Nomination Committee, and Audit Committee, each with defined terms of reference[115]. - The Remuneration Committee consists of three independent non-executive directors and held one meeting during the year[121][122]. - The Remuneration Committee made recommendations on executive directors' remuneration packages and evaluated the remuneration policy for directors and senior management[127]. - The company's remuneration policy ensures that compensation is based on skill, knowledge, responsibilities, and company performance, with packages including basic salary, pensions, and discretionary bonuses[131]. - All directors are committed to continuous professional development, with Mr. Tsang completing no less than 15 hours of relevant training in the year ended December 31, 2022[111][112]. - The Executive Committee, comprising two executive directors, monitors the execution of the company's strategic plans and operations[120]. - The majority of board committee members are independent non-executive directors, ensuring oversight and governance[116]. - The company provides sufficient resources for board committees to fulfill their duties and seek independent professional advice when necessary[116]. - The remuneration for independent non-executive directors is determined based on their duties and responsibilities, ensuring adequate compensation for their efforts[131]. - The company has complied with the Listing Rules regarding the composition of the Remuneration Committee[121]. - The remuneration policy of the company ensures that compensation for employees, including directors and senior management, is based on skills, knowledge, responsibilities, and contributions to the company[132]. Board Diversity and Inclusion - The company recognizes the importance of board diversity and aims to maintain a competitive advantage through a diverse board composition[142]. - The Board is committed to improving diversity and has set measurable objectives to implement the Board Diversity Policy by the end of December 31, 2024[151]. - The Nomination Committee is responsible for reviewing the structure, size, and diversity of the Board at least annually[141]. - The company emphasizes the importance of inclusivity in the workplace to improve employee retention and reduce turnover costs[143]. - All appointments to the Board are made based on merit against objective criteria, considering the benefits of diversity[146]. - The company will provide relevant professional training programs to develop a broader and more diverse pool of skilled employees[147]. - The Nomination Committee oversees the annual review of the Board's effectiveness, including gender balance and progress towards diversity objectives[144]. - The Board aims to achieve at least one female director by December 31, 2024[155]. - Currently, the gender ratio in the overall workforce is 68.90% female (565) and 31.10% male (255)[154]. - In senior management, the gender ratio is 0% female (0) and 100% male (2)[154]. - The management level has a gender ratio of 8.33% female (1) and 91.67% male (11)[154]. - The Board has set measurable objectives to enhance gender diversity and will review these goals periodically[155]. - At least 33% of the Board members are required to be non-executive or independent non-executive directors[155]. - The Nomination Committee is actively identifying suitable female candidates for Board appointment based on objective criteria[155]. - The Company emphasizes the importance of character, integrity, and relevant qualifications in the director nomination process[158]. - The retiring directors will be reviewed for their contributions and performance before re-election recommendations are made[173]. - The Company will ensure that all new directors are subject to re-election by shareholders at the first general meeting after their appointment[169]. Audit and Risk Management - The auditor's remuneration for audit services amounted to HK$880,000, and for non-audit services (taxation services) it was HK$139,400, totaling HK$1,019,400[180]. - The Audit Committee held three meetings during the year, with all members attending 100% of the meetings[182]. - The Board conducted a review of the effectiveness and adequacy of the Group's risk management and internal control systems, concluding that they are effective and adequate[191]. - The internal control team reports directly to the Audit Committee and has full access to review all aspects of the Group's activities[192]. - The Group's risk management and internal control systems are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatement or loss[190]. - The Company has complied with Rule 3.21 of the Listing Rules regarding the composition of the Audit Committee, which consists of three independent non-executive directors[183]. - The directors are responsible for preparing the consolidated financial statements in accordance with statutory requirements and applicable accounting standards[184]. - The Audit Committee reviewed the directors' report and audited consolidated financial statements for the year ended December 31, 2022, considering any significant or unusual items raised by auditors[188]. - The Board considers that there were no material issues related to the Group's risk management and internal control systems during the year[191]. - The Company has established a management structure with limits of authority to help achieve its business objectives and ensure compliance with relevant laws and regulations[191]. - The internal audit team reports directly to the Audit Committee and the Board on a periodic basis, ensuring compliance with policies and procedures at both operational and corporate levels[197]. - The internal audit function identifies corrective actions and control improvements to address issues, non-compliance, or deficiencies identified during audits[200]. - The Group's risk management procedures include identifying potential risks that may impact business operations[196].
坚宝国际(00675) - 2022 - 年度财报