Financial Performance - Total revenue and investment income for the year amounted to approximately HKD 24,900,000, a decrease of about 52.3% compared to the previous fiscal year[8] - The loss attributable to owners of the company was approximately HKD 8,000,000, representing a decrease of about 152.8%[8] - The value of the investment portfolio as of March 31, 2022, was approximately HKD 22,300,000, down from approximately HKD 75,700,000 in the previous fiscal year[8] - Securities trading commission increased by 31.4% to HKD 8,603,730 for the year ended March 31, 2022, compared to HKD 6,545,721 for the previous year[17] - Total trading volume rose by 75.5% to approximately HKD 100,149,100,000 for the year ended March 31, 2022, from approximately HKD 57,059,000,000 in the prior year[17] - Interest income from margin accounts increased by 29.5% to approximately HKD 8,086,719 for the year ended March 31, 2022, compared to HKD 6,246,091 for the previous year[18] - Loan financing interest income was approximately HKD 20,128,856 for the year ended March 31, 2022, slightly up from HKD 19,679,716 in the previous year[19] - Placement and underwriting commission surged by 131.1% to approximately HKD 4,538,864 for the year ended March 31, 2022, from HKD 1,964,110 in the prior year[20] - Net trading loss on financial assets at fair value through profit or loss was approximately HKD 1,900,000 for the year ended March 31, 2022, compared to a net gain of approximately HKD 4,400,000 in the previous year[21] - Administrative expenses increased by 16.3% to approximately HKD 19,400,000 for the year ended March 31, 2022, from HKD 16,700,000 in the previous year[25] - Other income and net losses were approximately HKD 100,000 for the year ended March 31, 2022, down from HKD 900,000 in the previous year[22] Economic Environment - The Hang Seng Index dropped to 21,996 points as of March 31, 2022, a decline of approximately 22.5% from 28,378 points a year earlier[12] - The number of IPOs in Hong Kong decreased by approximately 37.0% in 2021 and about 53.1% in the first quarter of 2022[12] - The unemployment rate in Hong Kong rose to 5.0% during the first quarter of 2022 due to the impact of the COVID-19 pandemic[12] - The group expects to face various challenges in the Hong Kong economy in 2022, including the impact of the fifth wave of the pandemic and potential uncertainties from U.S. interest rate hikes and COVID-19 in China[43] Strategic Initiatives - The company aims to expand its customer base and enhance its trading platform despite economic uncertainties[8] - The company continues to maintain a balanced investment portfolio through stable income investments such as debt securities[8] - The management expresses confidence in exploring new business opportunities to provide optimal returns to shareholders[9] - The group aims to expand its client base and strengthen its trading platform to develop its brokerage and underwriting businesses[43] - The group will continue to explore potential business opportunities to generate new revenue streams and enhance profitability[43] Corporate Governance - The board of directors is responsible for formulating the group's strategy, supervising performance, and managing risks[53] - The company has adopted a code of conduct for directors' securities trading, confirming compliance with GEM listing rules[49] - All directors attended 100% of board meetings and shareholder meetings during the fiscal year ending March 31, 2022[58] - The board meets quarterly and holds additional meetings for special matters as needed[53] - The company has three independent non-executive directors, ensuring compliance with GEM listing rules regarding independence[57] - The board is tasked with developing operational strategies and reviewing financial performance and internal controls[54] - The company currently does not have a chairman, with daily operations overseen by the CEO[62] - The board believes its operation ensures a balance of power and authority despite the absence of a chairman[64] - Directors receive training on their responsibilities and relevant regulations to ensure compliance and enhance governance awareness[59] - The company will arrange for the re-election of a new chairman at an appropriate time[65] - The Remuneration Committee held one meeting during the fiscal year ending March 31, 2022, with all members present[67] - The Nomination Committee also held one meeting during the fiscal year, with all members present, and focuses on diversity in board member selection[71] - The Audit Committee conducted five meetings in the fiscal year ending March 31, 2022, and reviewed the consolidated financial statements, confirming compliance with applicable accounting standards[74] - The external auditor's fee for statutory audit services was HKD 650,000 for the fiscal year ending March 31, 2022[77] Risk Management and Compliance - The Board is responsible for the overall internal control framework and acknowledges the necessity of risk management systems to protect shareholder interests[81] - The company has implemented appropriate insurance coverage for directors and senior officers to mitigate risks arising from business operations[83] - The company has established a whistleblowing policy to detect fraud and corruption risks[145] - The company has implemented measures to protect personal data and ensure compliance with privacy regulations[142] - There were no violations of anti-corruption laws or regulations during the year[145] Environmental, Social, and Governance (ESG) - The total greenhouse gas emissions recorded for the year amounted to 62,103.70 kg CO2 equivalent, an increase from 40,920.85 kg in the previous year[107] - The company promotes electronic interactions to reduce unnecessary business travel and minimize greenhouse gas emissions[107] - The company has implemented energy-saving measures across its offices to further reduce emissions[107] - The ESG report covers the period from April 1, 2021, to March 31, 2022, and includes key performance indicators related to the company's core business in Hong Kong[93] - The ESG working group consists of three members, including an executive director and senior management from HR and finance, to assist in managing ESG matters[100] - The board is responsible for identifying and assessing ESG-related risks and ensuring effective risk management and internal controls[97] - The company emphasizes the importance of maintaining environmental sustainability in its daily operations[105] - The company strictly adheres to local laws and regulations related to environmental protection and pollutant control[106] - The company has established a top-down ESG organizational structure to implement sustainable development concepts[96] - The board has engaged third-party ESG professionals to assist in conducting materiality assessments on ESG issues[101] - The total energy consumption recorded for the year was 87,470 kWh, an increase from 57,635 kWh in the previous year[112] - The company consumed 374.2 kg of printing paper during its daily operations[111] - The company has implemented multiple waste reduction measures, including defaulting to double-sided printing and encouraging the reuse of stationery[108] - The company has adhered to relevant laws and regulations regarding gas and greenhouse gas emissions, as well as the generation of hazardous and non-hazardous waste[109] - The company aims to maintain reasonable emission rates over the next three years, taking a cautious approach to setting targets[124] - The company encourages employees to use resources efficiently and has integrated environmental protection concepts into its daily operations[114] - The company has not faced any difficulties in obtaining government water supply during the year[113] - The board has assessed climate-related risks and opportunities, indicating that the financial impact of these risks is considered minimal[118] - The company is planning to upgrade its IT systems and enhance digital processes to align with the increasing demand for green financing and paperless securities[123] Human Resources and Employee Welfare - The overall employee turnover rate for the year was 21.4%, compared to 12.5% in the previous year, indicating a significant increase in turnover[129] - The company has recorded zero workplace injury cases over the past three years, resulting in no lost workdays[130] - The company aims to achieve a 100% training coverage rate for anti-corruption training within four years, with over 30 hours of training provided to employees this year[135] - The company provides competitive compensation and benefits, including paid sick leave, annual leave, maternity leave, and discretionary bonuses[129] - The company has implemented strict recruitment policies to ensure equal opportunities regardless of gender, age, race, religion, or disability[128] - The company complies with various local labor laws, including the Employment Ordinance and the Minimum Wage Ordinance, with no significant violations reported this year[133] - The company has established a comprehensive occupational safety program, ensuring all employees are familiar with safety procedures and emergency protocols[130] - The company conducts regular performance evaluations to determine employee training needs based on performance and industry changes[135] - The company has a standardized employee working hours policy, ensuring compliance with local regulations and employee rights[127] - The company has implemented measures to maintain a safe and healthy work environment, including air circulation and social distancing protocols due to COVID-19[133] Customer Relations and Service Quality - There were no significant customer complaints received during the year, and no disciplinary actions taken by government authorities regarding service quality[139] - The company engaged over 12 service providers this year, maintaining the same number as in 2021, all located in Hong Kong[138] - The company regularly reviews its service providers based on performance and quality[138] Shareholder Information - The company reported a total available reserve of approximately HKD 170.8 million as of March 31, 2022, which includes a share premium of about HKD 130.9 million[164] - The largest customer accounted for 9.1% of the total revenue, while the top five customers combined contributed 32.5%[171] - The company did not recommend any dividend payment for the year, compared to a dividend of HKD 0.005 per share in the previous year[158] - The company’s main business nature did not undergo any significant changes during the year[155] - The company’s charitable donations for the year were zero, down from HKD 10,000 in the previous year[168] - The company’s board of directors includes experienced professionals with over 21 years in securities trading and over 28 years in legal practice[150][151] - The company’s major subsidiaries and their contributions to the overall business are detailed in the financial statements[159] - The company’s bank loans and financial obligations are outlined in the financial statements, indicating a focus on managing debt[161] - The company has maintained a consistent operational strategy without major shifts in its business model[155] - The company’s five-year financial summary is available, providing insights into its performance trends over recent years[170] Stock Options and Director Compensation - A total of 60,000,000 stock options were granted to directors, representing approximately 2.73% of the company's total shares[183] - The exercise price for the stock options is set at HKD 0.2275 per share[183] - As of March 31, 2022, the total number of unexercised stock options under the plan is 100,000,000 shares, equivalent to about 4.55% of the issued share capital[197] - The new stock option plan allows for a maximum of 220,000,000 shares to be granted, which is 10% of the total shares as of March 31, 2022[195] - The company has adopted a stock option plan to incentivize directors and eligible employees, aiming to attract and retain talent[195] - The stock options granted under the new plan must be accepted within seven days from the grant date[195] - The company has no significant contracts in which directors have a direct or indirect substantial interest as of March 31, 2022[189] - There are no service contracts with directors that exceed a term of three years or require more than one year of notice for termination[188] - The remuneration policy for directors is based on their experience, responsibilities, workload, and time dedicated to the company[191] - The company has confirmed the independence of all independent non-executive directors as per the relevant regulations[190] - As of March 31, 2022, a total of 100,000,000 stock options were granted under the share option scheme[200] - The exercise price for the stock options is HKD 0.2275, applicable from April 9, 2014, to April 8, 2023[200] - The weighted average exercise price remains at HKD 0.2275[200] - The total balance of stock options for executive directors is 60,000,000, with no changes during the year[200] - The total balance of stock options for employees is 40,000,000, with no changes during the year[200] - The stock options granted to the executive directors include 20,000,000 each for Guo Jiancong, Yu Lianda, and Liu Jianhan[200] - The stock options are set to expire on April 8, 2023[200] - There were no cancellations or lapses of stock options during the reporting period[200] - The total number of stock options exercised during the year was zero[200] - The company maintains a consistent stock option structure with no significant changes reported[200]
昌利控股(08098) - 2022 - 年度财报