Share Repurchase - The company repurchased a total of 128,124,000 ordinary shares during the period, with the highest price at HK$2.54 and the lowest at HK$1.30, totaling HK$187,441,000 in expenditure [56]. - The company repurchased a total of 128,124,000 ordinary shares for an aggregate consideration of HK$187,441,000 during the year ended December 31, 2022 [84]. - All repurchased shares were subsequently cancelled during the year [84]. - The board believes that the current financial resources will allow the company to continue its operations while executing the share repurchase program [61]. - There were no purchases, redemptions, or sales of any listed securities by the company during the year ended December 31, 2022 [62]. Audit and Compliance - The Audit Committee reviewed the Group's annual results for the year ended December 31, 2022, ensuring compliance with financial reporting standards [45]. - The company incurred audit and non-audit service fees of HK$4,800,000 and HK$374,000, respectively, for the external auditor during the year [37]. - The Audit Committee comprises independent non-executive directors and meets at least four times a year to review financial matters [46]. - The board engaged an external compliance consultancy to conduct an annual review of the risk management and internal control systems [85]. - The board and audit committee found no material internal control deficiencies during the review [85]. - The audit was conducted in accordance with Hong Kong Standards on Auditing, ensuring independence and ethical compliance [116]. - The auditor's report emphasizes the importance of professional judgment and skepticism throughout the audit process [170]. - The audit identified key audit matters that were significant in the audit of the consolidated financial statements [140]. - The auditor's responsibilities include evaluating the appropriateness of accounting policies and the reasonableness of estimates made by the directors [152]. Financial Performance - Revenue for the year ended December 31, 2022, was HK$19,287,434, a decrease of 14.5% from HK$22,543,455 in 2021 [184]. - Gross profit for the year was HK$1,484,972, down 43.1% from HK$2,612,976 in the previous year [184]. - Profit before tax decreased significantly to HK$376,565, a decline of 76.6% compared to HK$1,595,850 in 2021 [184]. - Profit for the year attributable to owners of the company was HK$318,233, down 76.9% from HK$1,377,998 in 2021 [184]. - Basic earnings per share decreased to 9.77 HK cents, down 76.7% from 41.89 HK cents in the previous year [184]. - Other comprehensive expenses for the year amounted to HK$1,126,293, compared to an income of HK$368,011 in 2021 [184]. - Total comprehensive expenses for the year were HK$807,092, a significant decrease from total comprehensive income of HK$1,799,602 in 2021 [184]. - The company reported a reversal of impairment losses under the expected credit loss model, netting HK$35,740, compared to a loss of HK$49,439 in 2021 [184]. Risk Management - The Board is responsible for risk management and internal controls, with regular assessments conducted to identify and manage significant risks [54]. - The company has implemented internal monitoring procedures to ensure effective risk management [42]. - The board is responsible for evaluating significant events that may impact share price or trading volume [86]. - The board aims to balance immediate returns to shareholders through dividends while retaining adequate reserves for future growth [111]. - The Group's liquidity assessment included the preparation of cash flow forecasts and comparisons against the budget approved by the board of directors [127]. Governance and Board Structure - The company has established a Remuneration Committee and a Nomination Committee to oversee director remuneration and board composition, respectively [46]. - The independent non-executive directors confirmed their independence, ensuring compliance with the Listing Rules [46]. - The company has adopted a board diversity policy aimed at enhancing the effectiveness of the Board [29]. - The Group's management provides monthly updates to the Board, ensuring a balanced assessment of the Company's performance and prospects [100]. - The Group emphasizes the importance of gender diversity in the workplace but currently does not set specific gender targets for its employees [115]. - The Group's employee gender distribution as of December 31, 2022, was 57% male and 43% female, showing a slight shift from 58% and 42% in 2021 [115]. Dividend Policy - The company has a dividend policy that allows the board to declare dividends from distributable reserves at its discretion [92]. - The board will periodically review the dividend policy and may amend it as deemed necessary [94]. - The Board's dividend policy allows for the declaration and payment of dividends at its discretion, considering the Group's financial performance and liquidity position [107]. - The company proposed a final dividend of 5 HK cents per share, unchanged from the previous year, pending shareholder approval [195]. Going Concern and Financial Position - The Group's financial statements for the year ended December 31, 2022, reflect a fair and true view of its financial position and performance in accordance with Hong Kong Financial Reporting Standards [117]. - The Board considers that the Group has adequate resources to continue operational existence for the foreseeable future, adopting the going concern basis for preparing financial statements [100]. - The Group's financial statements were prepared on a going concern basis, considering its cash balance and unutilized bank facilities [130]. - The Group's ability to continue as a going concern was assessed, with disclosures made regarding any material uncertainties [173]. - The carrying amount of goodwill from the acquisition of Truly HZ as of December 31, 2022, was HK$587,424,000, representing 2.2% of the Group's total assets [124].
信利国际(00732) - 2022 - 年度财报