Corporate Governance - The board of directors is responsible for formulating the group's strategy and business plans, collectively accountable for their success [8]. - The board reviewed the company's corporate governance policies and practices for the year ending December 31, 2022 [10]. - The nomination committee did not hold any meetings during the year ending December 31, 2022 [13]. - The company recognizes the benefits of a diverse board to enhance performance and considers various factors for board diversity, including gender, age, and professional experience [23]. - The remuneration policy for executive directors links part of their compensation to corporate and individual performance [26]. - Non-executive directors have the opportunity to receive stock options as part of their remuneration, subject to listing rules [27]. - The board has established a clear division of responsibilities between itself and management, ensuring effective governance [9]. - The nomination committee is responsible for assessing the independence of independent non-executive directors and reviewing nomination policies [14]. - The board's decision-making includes significant policies affecting the company and its overall strategy [10]. - The company aims to ensure long-term success through regular reviews of the board's succession planning [21]. - The board will review the internal control and risk management systems at least annually, with the latest review conducted for the year ending December 31, 2022 [55]. - The company has adopted a risk management system to manage business and operational risks, which includes effective communication of identified risks and corresponding remedial plans [52]. - The board of directors will consider the implementation of measurable diversity goals, including gender diversity, for both the board and employees [41]. Financial Performance - The company has no distributable reserves as of December 31, 2022, but has approximately HKD 118,895,000 in share premium account available for distribution as scrip dividends [68]. - The company’s external auditor is Tianjian International CPA Limited, and the fees paid for services during the review year are detailed in the report [56]. - The group reported a profit and the board is confident that declaring dividends will not affect normal operations, subject to compliance with Bermuda Company Law [123]. - The financial performance and outlook of the group are subject to various risks, including foreign exchange, credit, and liquidity risks [91]. - The group’s financial statements for the year ended December 31, 2022, were audited by Tianjian International CPA Limited [120]. - The company has not entered into any significant transactions or arrangements with directors that would benefit them from purchasing shares or bonds of the company [112]. - The company’s remuneration policy for directors is based on the group's operational performance and individual contributions [103]. - The company has not issued any stock options since the stock option plan expired on May 29, 2022 [99]. - Total equity attributable to owners decreased to HKD 91,748,000 in 2022 from HKD 101,551,000 in 2021, representing a decline of approximately 9.0% [154]. - Non-controlling interests decreased to HKD 14,791,000 in 2022 from HKD 16,659,000 in 2021, a decrease of about 11.2% [154]. - Total equity decreased to HKD 106,539,000 in 2022 from HKD 118,210,000 in 2021, reflecting a reduction of approximately 9.9% [154]. - Cash and cash equivalents increased to HKD 67,298,000 as of December 31, 2022, compared to HKD 61,383,000 at the beginning of the year, marking an increase of about 9.9% [181]. - The company reported a net cash outflow from financing activities of HKD (4,081,000) in 2022, compared to HKD (31,815,000) in 2021, indicating a significant reduction in financing outflows [181]. - The company's revenue for the year ended December 31, 2022, was HKD 177,458,000, a decrease of 4.0% from HKD 186,211,000 in 2021 [199]. - Gross profit increased to HKD 61,505,000, up 8.9% from HKD 56,888,000 in the previous year [199]. - The company reported a loss before tax of HKD 5,818,000, compared to a loss of HKD 3,385,000 in 2021, indicating a deterioration in performance [199]. - Total comprehensive loss for the year was HKD 9,486,000, significantly higher than HKD 2,765,000 in the prior year [199]. - Basic and diluted loss per share was HKD 2.09, compared to HKD 1.99 in the previous year, reflecting increased losses [199]. Assets and Liabilities - As of December 31, 2022, the group had inventory valued at HKD 14,916,000 [139]. - The trade receivables amounted to HKD 30,597,000, net of expected credit loss provision of HKD 0 [142]. - Non-current assets decreased to HKD 30,595,000 from HKD 36,237,000, indicating a reduction in long-term asset value [200]. - Current assets increased slightly to HKD 127,043,000 from HKD 120,808,000, showing a stable liquidity position [200]. - Trade and other payables rose to HKD 37,680,000 from HKD 24,353,000, suggesting increased operational liabilities [200]. Stakeholder Communication - The company emphasizes the importance of maintaining good relationships with suppliers, customers, employees, and other stakeholders to achieve medium to long-term goals [65]. - The company has committed to providing comprehensive and timely communication to stakeholders, including shareholders [58]. - The group reported that the top five suppliers accounted for approximately 32% of total purchase value, with the largest supplier representing about 9% [93]. Compliance and Regulations - The company has complied with all relevant laws and regulations that significantly impact its operations, including the Companies Ordinance and the Securities and Futures Ordinance [107]. - The company expects that the application of new Hong Kong Financial Reporting Standards will not have a significant impact on its consolidated financial statements in the foreseeable future [188]. - The management anticipates that the financial performance will improve with the implementation of new strategies and potential market expansions [186].
PERFECTECH INTL(00765) - 2022 - 年度财报