Financial Performance - The Cinema Business became the prime revenue generator for the Group, generating approximately HK$8.5 million in revenue and HK$4.9 million in gross profit during the Year, an increase from HK$6.9 million and HK$3.9 million in the previous year[13]. - The Group recorded a total turnover of approximately HK$8.5 million for the year, representing an increase of approximately HK$1.6 million compared to approximately HK$6.9 million in the previous year[26]. - The cinema business generated revenue and gross profit of approximately HK$8.5 million and HK$4.9 million respectively, compared to HK$6.9 million and HK$3.9 million in the previous year, indicating growth[26]. - The loss for the year was approximately HK$14.7 million, a decrease of approximately HK$10.2 million from the loss of HK$24.9 million in the previous year, primarily due to tightened cost control measures[26]. - Administrative expenses decreased from approximately HK$22.2 million in the previous year to approximately HK$15.8 million for the year[26]. - The Group's cinema operations were impacted by COVID-19, but the revenue increased this year due to fewer lockdown periods compared to the previous year[26]. Joint Ventures and Investments - The joint venture company formed with Lechuang Holdings will focus on investment and development of VR (Virtual Reality) and MR (Mixed Reality) projects, with Bingo Movie holding 49% of the share capital[14]. - The Group has established a joint venture with Guangzhou Jiu De Cultural and Technology Company Limited for the development of augmented reality digital live action role-playing game (LARP) projects[19][20]. - Bingo Movie will advance a loan of not less than HK$25 million and not more than HK$35 million to the joint venture for investment and development of relevant VR and MR projects[21]. - The partnership with Jiu De is expected to leverage the strengths of both parties and tap into the growing LARP market in China[24][27]. - The joint venture was officially established in May 2022, following the framework agreement signed in December 2021[25][28]. - The Group plans to focus on locating other business opportunities with significant potential, including online game development and investments in the cultural industry in China[64]. - The Group is optimistic about the growth potential in the VR and MR investment projects, having entered into a joint venture agreement with Lechuang Holdings in February 2018[67]. - The entertainment business, including VR and MR, has been significantly impacted by COVID-19, with no suitable investment targets identified during the year[67]. Corporate Governance - The Company emphasizes high standards of corporate governance to effectively monitor business activities and protect shareholder interests[85]. - The Company complies with the mandatory provisions of the Corporate Governance Code, with some deviations noted in specific sections[86]. - The Board consists of seven Directors, including five executive Directors and two independent non-executive Directors, ensuring a balance of expertise and oversight[96]. - Directors' emoluments are determined based on their duties, the Company's performance, and current market conditions, with details disclosed in the financial statements[95]. - All Directors participated in continuous professional development activities during the Year to enhance their knowledge and skills[103]. - The Company has arranged appropriate insurance coverage for Directors and senior management against legal actions arising from corporate activities, reviewed annually[104]. - The Company has adopted a code of conduct for securities transactions by Directors, ensuring compliance with GEM Listing Rules[87]. - The Board is responsible for major decision-making and must approve significant transactions before they are executed[88]. - The Company regularly reviews the composition of the Board to maintain an appropriate balance of skills and experience[94]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules, and the Company considers them independent[97]. - The company does not have a Chairman of the Board and Chief Executive Officer as of March 31, 2022, and is in the process of finding suitable candidates for these positions[110]. - The Board considers that existing members can share the responsibilities of the Chairman and Chief Executive Officer[110]. - The company has arranged appropriate directors' and senior officers' liability insurance, which will be reviewed annually[107]. - The Board's significant decisions are made in Board meetings, with all members having the right to propose meetings to discuss significant issues[111]. - The company secretary is responsible for summarizing agenda items and circulating them to all Board members[117]. - The Board members share the responsibility to ensure good corporate governance practices and procedures are established[117]. - The company has a practice of discussing corporate governance issues in meetings to approve interim and annual results[117]. - The attendance of directors at Board meetings and committee meetings is documented, with some directors attending all meetings[108]. - The roles of Chairman and Chief Executive should be separate, as per the Corporate Governance Code[111]. - The Board has appointed Ms. CHOI Mei Ping, an independent non-executive Director, as the chairman of the Nomination Committee on April 8, 2022[126]. - The Company has three independent non-executive Directors, which complies with Rule 5.05A of GEM Listing Rules after the resignation of Mrs. CHIN CHOW Chung Hang Roberta on June 30, 2021[137]. - The non-executive Directors are subject to re-election at the annual general meeting of the Company in accordance with the Articles[135]. - The Board's practice is to appoint an executive Director as the chairman of the Nomination Committee to lead business development[126]. - The remuneration committee of the Board consults with Ms. CHOW Man Ki Kelly, an executive Director and major shareholder, regarding remuneration proposals for other executive Directors[127]. - The Company Secretary reports to the executive Directors, ensuring effective communication within the Board[129]. - The Board consists of ten members, with independent non-executive Directors holding veto power over nominations deemed inappropriate[126]. - One-third of the Directors must retire from office by rotation, with each Director subject to retirement at least once every three years[136]. - The Company has established a culture of openness and debate, encouraging non-executive Directors to contribute effectively[122]. - The independent non-executive Directors hold at least one meeting annually to discuss significant issues without influence from executive Directors[120]. - The Company has established a Remuneration Committee comprising all independent non-executive Directors and one executive Director, focusing on remuneration policies and structures for Directors and senior management[152]. - The primary goal of the executive remuneration packages is to motivate executive Directors and senior management by linking their remuneration to the Group's operational results, individual performances, and comparable market statistics[154]. - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for the appointment or reappointment of Directors[160]. - The Directors acknowledge their responsibility for preparing consolidated financial statements that provide a true and fair view of the Group's financial position[143]. - The Company Secretary undertook over 15 hours of professional training during the Year to enhance skills and knowledge[145]. - The Board is satisfied with the effectiveness of its corporate governance policy after reviewing and discussing it[142]. Risk Management and Internal Controls - The Board has overall responsibility for the Group's risk management system and internal controls systems, ensuring effective risk management functions are maintained[192]. - The Company has engaged independent professional advisors to conduct an annual review of the risk management and internal control systems, which were deemed effective and adequate[194]. - A phased improvement plan has been implemented to enhance internal controls and risk management, focusing on a risk-based approach to risk identification and assessment[187]. - The internal controls model is based on the COSO framework, which includes five components: Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring[186]. - The Company aims to integrate internal controls and risk management into business processes, including annual budgeting and planning[188]. - No significant areas of concern affecting financial, operational, compliance controls, and risk management functions were identified during the annual review[194]. - The Company has established a policy for handling and disseminating inside information to comply with statutory and listing rule disclosure requirements[196]. - Management reporting to the Audit Committee has been enhanced, including special reports on selected risk topics[187]. - The risk management process is practiced across business operations and functional areas, ensuring comprehensive risk identification and mitigation[192]. - The Company has adopted a holistic approach to risk management, considering ongoing improvement plans and other strategic initiatives[190].
比高集团(08220) - 2022 - 年度财报