Financial Performance - The company's revenue for the year decreased to approximately RMB 33.0 million, a decline of about 3.8% compared to the previous year[7] - Gross profit for the year was approximately RMB 11.7 million, an increase from RMB 8.6 million in the previous year[12] - The pre-tax loss increased to approximately RMB 13.1 million, compared to RMB 5.5 million in the previous year[12] - The loss attributable to equity holders of the company was approximately RMB 10.8 million, up from RMB 6.4 million in the previous year[12] - The basic loss per share attributable to ordinary shareholders was RMB 0.37, compared to RMB 0.22 in the previous year[12] - The total equity of the group increased to RMB 146.4 million[7] - The company’s cash and cash equivalents as of June 30, 2022, were approximately RMB 29,643,000, down from RMB 51,622,000 in the previous year[31] - As of June 30, 2022, the total equity attributable to the owners of the company decreased by approximately RMB 2,712,000 to about RMB 114,346,000 compared to RMB 117,058,000 in 2021[32] - The group's debt-to-equity ratio as of June 30, 2022, was 27.81%, compared to a net cash position in 2021[32] Property Management Expansion - The company completed the acquisition of 51% stakes in Shenzhen Hailian Property Management Co., Ltd. and Huizhou Huiyang Peninsula No. 1 Property Management Co., Ltd.[9] - The property management portfolio expanded to include 864 parking spaces and a total managed area of approximately 3,050,000 square meters[9] - The company expects the property management services in Xuzhou, Shenzhen, and Huizhou to significantly improve the scale of property leasing and management services, enhancing revenue sources[14] - The company anticipates that the acquisition will enhance the scale of property management and revenue sources[9] - The company anticipates that the property management business in Xuzhou will continue to contribute positively to its overall performance[26] - The company is seeking potential acquisition projects to expand its management services in the Greater Bay Area[29] - The company has completed the acquisition of 51% stakes in Shenzhen Hailian and Huizhou Huiyang, expanding its property management services in the Greater Bay Area[27] Gold Mining Segment - The gold mining segment recorded a loss of approximately RMB 343,000, compared to a profit of RMB 398,000 in the previous year[22] - As of June 30, 2022, the fair value of the mining and exploration rights was estimated at RMB 41,000,000, with an impairment of RMB 10,119,000 recognized during the year[21] - The company expects to resume normal production at the Russian gold mine in 2023, following disruptions due to the COVID-19 pandemic and the Russia-Ukraine war[18] - As of June 30, 2022, the total assets of the gold mining segment were approximately RMB 48,102,000, an increase from RMB 43,109,000 in the previous year[22] - The estimated future gold prices used in the valuation report range from $1,865 to $2,033 per ounce for the period from July 2023 to June 2028[18] - The company plans to continue signing contracts with subcontractors, sharing 30% of the net profits from mining operations[21] Corporate Governance - The company is committed to achieving statutory and regulatory corporate governance standards, emphasizing accountability, transparency, independence, fairness, and responsibility[62] - The company has adopted the standard code of conduct for securities transactions by directors as per the listing rules[64] - The company plans to seek suitable candidates for the CEO position to comply with corporate governance code C.2.1 in the future[63] - The independent non-executive directors have extensive experience in accounting, investment analysis, and corporate governance, contributing to the board's effectiveness[66] - The company ensures that all directors participate in a continuous professional development program to enhance their knowledge and skills[75] - The audit committee, remuneration committee, and corporate governance committee include members from the independent non-executive directors, ensuring oversight and governance[66] - The company has maintained compliance with the corporate governance code, with minor deviations acknowledged and addressed[63] - The board consists of three independent non-executive directors, exceeding one-third of the total board members, ensuring compliance with listing rules[77] - The company has not separated the roles of Chairman and CEO, with Mr. Mu Dongsheng currently holding both positions[78] - The remuneration committee held one meeting during the year to review the compensation of the board and senior management[83] - The audit committee, composed entirely of independent non-executive directors, held two meetings to review the annual financial statements and interim reports[84] - The company has established a nomination policy to ensure diversity and effectiveness in the board selection process[88] - The remuneration committee consists of three members, including one executive director and two independent non-executive directors[83] - The company’s training programs for directors aim to update their knowledge on new regulations and governance practices[76] - The company has adopted a board diversity policy to enhance performance, considering factors such as gender, age, culture, and professional experience[92] - The Nomination Committee held one meeting during the year to assess the independence of non-executive directors, with a 100% attendance rate[92] - The Corporate Governance Committee, consisting of three independent non-executive directors, held two meetings to review governance policies, also achieving a 100% attendance rate[93] - The external auditor, Ernst & Young, received a total fee of HKD 2,300,000 for audit services and HKD 100,000 for non-audit services during the year[97] - The company prioritizes cash dividends, with decisions based on financial performance, operational needs, and capital requirements[103] - The company actively promotes communication with investors and shareholders through annual and interim reports, press releases, and its website[105] - The board is committed to ensuring the accuracy of financial statements and has confirmed no significant uncertainties affecting the company's ability to continue as a going concern[95] - The company has established a policy for shareholders to request special general meetings if they hold at least 10% of the paid-up capital[99] - The company’s governance practices are in compliance with applicable codes and regulations, with no known violations reported[93] - The company’s secretary has completed over 15 hours of relevant professional training as required by listing rules[98] - The company maintains a robust risk management and internal control system to achieve business objectives and sustainable growth[106] - The management prepares an annual financial budget, which is revised quarterly and approved by the executive directors[107] - The company has established guidelines and procedures for approving and controlling expenditures, with capital expenditures subject to overall monitoring[110] - The internal audit department is responsible for ensuring the effectiveness of governance, risk management, and internal control systems[111] - The company closely monitors government policies and regulations to assess their impact on operations[123] - The company relies on reputable third-party service providers to enhance performance and efficiency, mitigating risks associated with service disruptions[124] Customer and Supplier Relationships - The largest customer is a property developer in Xuzhou, with significant relationships maintained for over a year[127] - As of June 30, 2022, most trade receivables from major customers have been settled[127] - The company does not provide credit terms without special approval from management for transactions not denominated in the functional currency[127] - The largest customer accounted for 45% of the group's total sales, while the top five customers combined represented 47%[129] - The largest supplier contributed 21% to the group's total procurement, with the top five suppliers together accounting for 69%[129] - The group has established partnerships with independent third-party suppliers to effectively meet customer needs[128] - The group emphasizes customer feedback and trends through various channels, including business intelligence[128] - The group conducts comprehensive testing and inspections to ensure the quality of properties and services provided to customers[128] - The company has established effective communication with suppliers regarding project requirements and standards before project commencement[128] Share Options and Ownership - The total number of shares that can be issued under the 2010 Share Option Scheme is 95,024,050 shares, accounting for 10% of the shares issued as of the date of the special general meeting in 2010[158] - The maximum number of shares that can be issued under the 2019 Share Option Scheme is 288,409,173 shares, representing 9.97% of the company's issued share capital[171] - No share options were granted, exercised, lapsed, or cancelled under the 2019 Share Option Scheme during the year ending June 30, 2022[170] - The 2019 Share Option Scheme remains valid until December 11, 2029, with a remaining term of seven years[176] - The exercise price for shares under the 2019 Share Option Scheme is determined by the board and cannot be less than the higher of the closing price on the date of grant or the average closing price over the preceding five trading days[175] - The maximum number of share options that can be granted to any individual in a twelve-month period cannot exceed 1% of the company's issued shares[172] - The 2010 Share Option Scheme was terminated after the adoption of a new share option scheme on December 12, 2019[165] - The company has no unexercised share options under the 2010 Share Option Scheme as of the report date[158] - The company must issue a circular for any share options granted exceeding the 1% limit and obtain shareholder approval[161] - The share options granted must be accepted within 7 days from the date of grant or within another period specified by the board[174] - As of June 30, 2022, Mr. Du Yun holds 394,198,376 shares, representing 13.62% of the issued share capital[181] - Mr. Mu Dongsheng is the beneficial owner of 277,777,777 shares, accounting for 9.60% of the issued share capital[181] - Chao Lian Group Limited, beneficially owned by Mr. Du Yun, holds 394,198,376 shares, which is 13.62% of the issued share capital[185] - Mr. Yin Jiatang holds 217,880,604 shares, representing 7.53% of the issued share capital[185] - No significant transactions or arrangements involving directors' interests were disclosed during the year[191] - The company did not purchase, sell, or redeem any of its listed securities during the year[196] Miscellaneous - The group completed the sale of a 51% stake in Guangzhou Ronghui Chain Life Technology Co., Ltd. for RMB 510,000 (approximately HKD 630,000) on June 30, 2022[34] - On January 18, 2022, the group agreed to acquire a 51% stake in a property management company for RMB 15,500,000 (approximately HKD 19,070,000), with the transaction completed on April 29, 2022[35] - The total employee count increased to 449 as of June 30, 2022, from 72 in 2021[39] - Employee costs, including directors' remuneration, were approximately RMB 14,255,000 for the year, compared to RMB 11,291,000 in 2021[39] - The board did not recommend the payment of a final dividend for the year ended June 30, 2022, compared to no dividend in 2021[51] - The group has no significant future investment plans or expected sources of funding as of June 30, 2022[47] - The group faces foreign currency risk primarily from financial assets and liabilities denominated in foreign currencies, mainly HKD and Russian Ruble[48] - As of June 30, 2022, the group had no capital commitments[49] - The group has not made any charitable donations during the year, maintaining the same status as the previous year[141] - The company has no available reserves for cash distribution as of June 30, 2022[136] - There were no management or administrative contracts related to the company's business during the year[194] - The company does not have provisions for pre-emptive rights in its articles of association or under Cayman Islands law[197] - The audit committee, consisting of three independent non-executive directors, reviewed the group's interim and annual performance[198] - The company has maintained appropriate directors and senior officers' liability insurance throughout the year[190]
京维集团(01195) - 2022 - 年度财报