Company Overview - The company reported a revenue of HK$2,136,000 for both financial years 2022 and 2023 for the Managing Director, Mr. Chen Zhouping[12]. - The company is listed under stock code 2339[4]. - The company’s principal place of business in Hong Kong is located at Harcourt House, Wanchai[4]. - The company’s registered office is located in Grand Cayman, Cayman Islands[4]. - The company’s auditor is Ernst & Young[4]. - The company has substantial shareholders including Zhangjiakou Financial Holding Group Co., Ltd., BeijingWest Smart Mobility Zhangjiakou Automotive Electronics Co., Ltd., and BeijingWest Industries Co., Ltd.[6]. Management and Governance - Mr. Dong Xiaojie was appointed as the Executive Director and Chairman of the Board in September 2022[6]. - The company has a service agreement with Mr. Dong that commenced on September 21, 2022, and ends on December 31, 2023[9]. - The company has an Executive Committee and various committees including Audit, Nomination, and Remuneration[3]. - The Board consists of six Directors, including two Executive Directors, one Non-executive Director, and three Independent Non-executive Directors, ensuring a balanced composition for effective independent judgment[110]. - The roles of Chairman and Managing Director are separated to enhance independence and accountability, with Mr. Dong Xiaojie as Chairman and Mr. Chen Zhouping as Managing Director[176]. - The company has implemented appropriate insurance to cover directors' and officers' liabilities, protecting them from risks associated with the Group's business[166]. Director Compensation - Mr. Chan's director's fee for both financial years 2022 and 2023 is HK$240,000 per annum, determined based on his experience and duties[26]. - Mr. Yip's director's fee for both financial years 2022 and 2023 is also HK$240,000 per annum, reflecting his experience and responsibilities[23]. - Mr. Tam's director's fee for the financial years 2022 and 2023 is HK$240,000 per annum, established with reference to his experience and market conditions[21]. - Mr. Li has voluntarily declined any director's fee since his appointment as a Director of the Company[16]. - The engagement letters for all directors commenced on January 1, 2023, for a term of three years[16][23][26]. - The director's fees for all mentioned directors were determined with reference to their experience and the prevailing market conditions[21][23][26]. Financial Performance - For the year ended December 31, 2022, the Group recorded revenue of HK$2,478 million, representing a decrease of 4.7% compared to 2021[31]. - The Group's gross profit was HK$434 million with a gross profit margin of 17.5%, an increase from HK$412 million and 15.8% in 2021[33]. - The Group recorded a net loss of HK$4.9 million for the year under review, a reduction in loss compared to previous periods[33]. - As of December 31, 2022, the Group had cash and cash equivalents amounting to HK$123 million, with all bank loans fully repaid[33]. - The loss attributable to owners of the Company was approximately HK$4.9 million for the year ended December 31, 2022, a reduction from HK$9.3 million in the previous year[64]. - The Group generated net cash from operating activities amounting to HK$114.0 million for the year ended December 31, 2022, compared to a net cash outflow of HK$66.1 million in the previous year[71]. Operational Changes - The closure of the UK Plant is planned to be completed by the end of June 2023, which is expected to save significant relocation costs and improve overall capacity utilization[34]. - The Group plans to transfer most of the UK Plant's orders and production lines to its facilities in Poland and the Czech Republic[34]. - The performance of the Polish plant improved significantly, contributing to the overall increase in gross profit and margin[33]. - The Group's plants in the UK, Poland, and the Czech Republic resumed normal operations in June 2020 after temporary suspensions due to the pandemic[47][52]. Market Challenges and Strategies - The Group is facing challenges in 2023 due to global inflation and interest rate hikes impacting the European automotive industry[34]. - The Group aims to strengthen cooperation with European automobile manufacturers to maintain and increase sales revenue[37]. - The Group is committed to lowering supply-chain risks and enhancing cost control management[37]. - The Group aims to maintain a reasonable gross profit margin despite pricing pressures and rising commodity prices, indicating confidence in sustainable long-term business development[102]. - The International Monetary Fund forecasts a GDP growth of only 0.7% for the eurozone in 2023, highlighting ongoing economic challenges for the Group[96]. Employee and Corporate Culture - The Group's total employee cost for the year ended December 31, 2022, was HK$442.5 million, with approximately 2,070 employees as of the same date[103]. - The company has established a defined benefit pension plan covering most eligible employees in Poland, France, and Germany, alongside a mandatory MPF scheme for employees in Hong Kong[105]. - The company aims to maintain a corporate culture based on high standards of business ethics and integrity, with measures for employee engagement and training[107]. - The company encourages Directors to participate in continuous professional development to enhance their knowledge and skills[169]. Corporate Governance - The company has complied with the Corporate Governance Code during the financial year ended December 31, 2022, enhancing accountability and transparency[109]. - The Board meets regularly, holding at least four meetings a year, with provisions for additional meetings as required[125]. - The Audit Committee comprises all Independent Non-executive Directors, ensuring independence in oversight[195]. - The Company is committed to ensuring compliance with legal and regulatory requirements as part of its corporate governance practices[186]. - The Company emphasizes continuous professional development for Directors and senior management as part of its governance strategy[186]. Board Diversity and Composition - The Company is required to appoint at least one female Director by December 31, 2024, in compliance with new Listing Rules[146]. - The Board Diversity Policy is posted on the Company's website, promoting transparency and accountability[146]. - The Nomination Committee evaluates candidates based on qualifications, skills, experience, and contributions to the Board, ensuring alignment with the Board Diversity Policy[152]. - The number of Independent Non-executive Directors represents not less than one-third of the Board, ensuring compliance with Listing Rules[160].
京西国际(02339) - 2022 - 年度财报