Financial Performance - The group's revenue decreased from approximately HKD 443,548,000 for the year ended December 31, 2021, to approximately HKD 440,528,000 for the year ended December 31, 2022, a decline of about HKD 3,020,000 or 0.7%[10] - The group's gross profit and gross profit margin for the year ended December 31, 2022, were approximately HKD 13,927,000 and 3.2%, respectively, compared to approximately HKD 32,373,000 and 7.3% for the previous year[10] - The net profit attributable to the owners of the company for the year ended December 31, 2022, was approximately HKD 5,804,000, down from approximately HKD 10,451,000 in the previous year[10] - The group's revenue for the year ended December 31, 2022, was HKD 440,528,000, a slight decrease of 0.23% compared to HKD 443,548,000 in 2021[17] - The net profit for the year was HKD 5,804,000, down from HKD 10,451,000 in the previous year, representing a decline of 44.4%[17] - The group's gross profit for the year was approximately HKD 13,927,000, with a gross margin of 3.2%, down from HKD 32,373,000 and 7.3% in the previous year[35] - Other income for the year was approximately HKD 17,251,000, significantly up from HKD 4,319,000 in the previous year, primarily due to government grants[36] Project and Contract Activity - The group secured a total of 17 public construction projects and five private sector projects during the reporting period, with a total contract value of approximately HKD 927,513,000 and change orders of approximately HKD 4,471,000[8] - The group participated in 43 public sector projects and six private sector projects during the reporting period, an increase from 35 public sector projects and three private sector projects in the previous year[9] - The backlog of new contracts confirmed for revenue after the reporting period is approximately HKD 985,703,000[9] - The group has been awarded contracts for infrastructure construction projects in Tung Chung East, totaling approximately HKD 711,377,000, with construction expected to be completed by 2025[8] - The group has been awarded several construction contracts related to major infrastructure projects, including the Central Kowloon Route and the three-runway system at Hong Kong International Airport[29] - The group anticipates continued demand for tunnel construction services due to ongoing projects such as the Central Kowloon Route and the three-runway system at Hong Kong International Airport[14] - The group is one of the few selected subcontractors in Hong Kong with extensive experience in tunnel construction, positioning itself to capitalize on upcoming public infrastructure projects[14] Cost and Expense Management - Revenue from public sector tunnel construction services decreased from approximately HKD 229,986,000 to HKD 223,521,000, a decline of about HKD 6,465,000 or 2.8%[32] - The group's service costs increased from approximately HKD 411,175,000 to HKD 426,601,000, an increase of about HKD 15,426,000 or 3.8%[34] - Employee costs rose significantly from approximately HKD 189,766,000 to HKD 233,673,000, an increase of about HKD 43,907,000 or 23.1%[34] - Total employee costs, including service costs and administrative expenses, were approximately HKD 246,230,000 for the year ended December 31, 2022, up from approximately HKD 200,728,000 in 2021[57] Corporate Governance - The company has adopted and complied with the corporate governance code since its listing date on February 22, 2017[78] - The company believes that maintaining high standards of corporate governance is crucial for its sustainable development[79] - The board consists of two executive directors and three independent non-executive directors, ensuring a balanced governance structure[77] - The company has a dedicated financial management and company secretarial team to oversee accounting and compliance matters[73] - The company has been actively reviewing and enhancing its corporate governance practices to meet legal requirements[79] - The company has adhered to the corporate governance code as of December 31, 2022[80] - The company has adopted the trading standards as per GEM Listing Rules 5.48 to 5.67, confirming full compliance by all directors for the year ending December 31, 2022[86] - The board is responsible for overall development, strategic planning, and monitoring business performance, ensuring a balanced assessment of the company's status and prospects[88] - The company has appointed three independent non-executive directors, constituting over one-third of the board, ensuring strong independent elements in decision-making[94] - The audit committee held five meetings during the year ending December 31, 2022, to oversee financial reporting and internal controls[100] - The company has established a corporate governance framework, reviewing its effectiveness annually, with the last review conducted for the year ending December 31, 2022[96] - The board has not appointed a CEO, with the chairman overseeing daily operations and strategic decisions[90] - The company has implemented a code of conduct for directors regarding securities trading, ensuring adherence to ethical standards[86] - The audit committee is composed entirely of independent non-executive directors, with the chairman holding appropriate professional qualifications[99] - The company has a responsibility insurance policy for directors and senior officers against legal claims[89] - The board will continue to review the corporate governance structure and consider the appointment of a CEO in line with business objectives[91] Shareholding and Ownership Structure - As of December 31, 2022, the total shareholding of the major shareholders, including Mr. Zhuang Junyue and Mr. Zhuang Weijiao, amounts to 290,120,000 shares, representing 59.5% of the company's issued share capital[182] - Mr. Wu Guolun holds 39,500,000 shares, which accounts for 8.1% of the company's issued share capital[185] - The controlling shareholders have entered into a non-competition agreement, ensuring they do not engage in any competing business directly or indirectly[186] - The independent non-executive directors have confirmed compliance with the non-competition agreement by the controlling shareholders as of the date of the annual report[187] - The company has a total of 290,120,000 shares held collectively by the family members of the controlling shareholders, indicating a strong family influence in ownership[185] - The shareholding structure shows a significant concentration of ownership among a few individuals, which may impact corporate governance and decision-making[184] - The family members involved in the shareholding include Mr. Zhuang Junyue, Mr. Zhuang Weijiao, Ms. Du Yanbing, and Ms. Zhuang Roujia, indicating a close-knit ownership structure[184] - The company has established a clear governance framework to manage potential conflicts of interest among its major shareholders[186] Risk Management and Internal Controls - The board is responsible for maintaining a sound and effective risk management and internal control system to protect shareholders' interests[143] - The company has engaged an independent internal audit consultant to review the effectiveness of its risk management and internal control systems[144] Employee and Workforce Information - The group had 542 employees in Hong Kong as of December 31, 2022, a decrease from 913 employees in 2021[57] - The company has established a mandatory provident fund scheme for employees in Hong Kong, with both employees and employers contributing 5% of total income, capped at HKD 1,500 per month[178] Dividend Policy - The board did not recommend any dividend payment for the year ended December 31, 2022[44] - The company aims to balance sufficient capital for business development and shareholder returns when determining the dividend payout ratio[152] - The company has established a dividend policy to ensure a balance between business growth and shareholder returns[152] Audit and Financial Reporting - The consolidated financial statements for the year ended December 31, 2022, were audited by Hong Kong Lixin Dehao CPA Limited[198] - The company plans to propose the reappointment of its auditor at the annual general meeting[198] - The company has not experienced any changes in auditors since its incorporation[199] - The company reviewed the audited financial statements for the year ended December 31, 2022, and discussed the corresponding audit plan and auditor's remuneration[101] - The company conducted a review of the unaudited financial statements for the three months ended March 31, 2022, six months ended June 30, 2022, and nine months ended September 30, 2022[101] Other Information - There have been no significant events requiring disclosure from December 31, 2022, to the date of this report[193] - The company has not reported any changes in its capital structure during the year ended December 31, 2022[159] - The company has not engaged in any related party transactions that constitute disclosable connected transactions under GEM Listing Rules[176] - The company has not entered into any significant contracts related to its business during the year ended December 31, 2022[171] - There were no purchases, redemptions, or sales of the company's listed securities during the reporting period[162] - The company has not reported any interests in physical settlement, cash settlement, or other equity derivatives related to shares as of December 31, 2022[182]
骏杰集团控股(08188) - 2022 - 年度财报