Corporate Governance - The audit committee held a total of 4 meetings during the year, with all members attending all meetings[1]. - The remuneration committee conducted 3 meetings to review the remuneration policy and assess the performance of executive directors[7]. - The company has established a remuneration policy that includes annual adjustments based on directors' experience and responsibilities[14]. - The nomination committee held 1 meeting to discuss board structure and the re-election of directors[18]. - The audit committee reviewed the effectiveness of the company's internal control and risk management systems[24]. - The company ensures compliance with GEM Listing Rules and has provided training records for directors during the year[10]. - The remuneration committee did not recommend any changes to the existing remuneration policy and structure[7]. - The company has adopted incentive bonus schemes to align the financial well-being of the group with that of employees[14]. - The audit committee assists the board in providing an independent view of the company's financial reporting process[24]. - The company has arranged appropriate liability insurance for directors and senior management, reviewed annually[28]. - The company's board meetings were attended by all executive and independent non-executive directors, with a perfect attendance record of 4/4 for each member[32]. - The remuneration policy for directors is based on their experience, responsibilities, workload, and time dedicated to the group, with adjustments made annually by the remuneration committee[33]. - The nomination committee, consisting of three independent non-executive directors, held one meeting during the year to review the board's structure and diversity policy[35][36]. - The nomination policy includes criteria such as character, qualifications, willingness to devote time, and adherence to independence guidelines as per GEM Listing Rules[40][42]. - Directors are subject to retirement by rotation at least once every three years, with eligibility for re-election at each annual general meeting[45]. Financial Performance - Perfect Optronics Limited reported its annual results for the year ended December 31, 2022[64]. - The Group's revenue decreased from approximately HK$528.4 million in 2021 to approximately HK$301.3 million in 2022, representing a 43% decline[65]. - Sales of thin film transistor liquid crystal display (TFT-LCD) panels and modules amounted to approximately HK$155.9 million, a 64% decrease compared to 2021[66]. - Sales of polarisers decreased by 19% to approximately HK$36.6 million compared to 2021[66]. - Despite the overall revenue drop, sales of electronic signage products increased by 7% to approximately HK$16.4 million, driven by the Taiwan market[67]. - The Group recorded a consolidated profit attributable to equity holders of approximately HK$4.0 million in 2022, compared to a consolidated loss of approximately HK$43.9 million in 2021[65]. - The fair value of the Group's investment in Mobvoi Inc. decreased to approximately HK$25.2 million, with a fair value loss of approximately HK$13.3 million recognized during the year[72]. - Sales of health-related products increased significantly from approximately HK$19.2 million in 2021 to approximately HK$87.9 million in 2022, becoming a key revenue driver[99]. - The Group's sales of electronic advertising boards reached approximately HK$16.4 million, an increase of 7% compared to 2021[98]. - The decline in demand for display products was attributed to global economic recession expectations and oversupply in the market[114]. - The introduction of the "K-clean" brand and rapid antigen test kits significantly contributed to the Group's revenue growth in health-related products[119]. - The Group's flexible business strategies, including the diversification into health-related products, were key to the turnaround from loss to profit[121]. Risk Management - The Group's financial activities are exposed to various risks, including market risk, credit risk, and liquidity risk[165]. - A slowdown in the global economy may lead to decreased market demand, putting downward pressure on average selling prices and negatively impacting the Group's business[162][167]. - The Group's risk management framework ensures risks are effectively controlled in line with its risk tolerance[132]. - The audit committee has requested management to follow up on the recommendations made by the external consultant to address identified control issues[133]. - The Company has implemented a material transactions authorization policy, which includes additional authorization procedures and monthly reporting for transactions above certain thresholds[137]. - The Board concluded that the Group's risk management and internal control systems were effective and adequate, with annual reviews planned[138]. - The Group engaged CT Partners Consultants Limited to conduct a review of the effectiveness of its risk management and internal control systems, which included recommendations for improvement[129]. Shareholder Communication - The Company aims to provide high standards of disclosure and financial transparency to its shareholders and investors[144]. - The Board reviewed the effectiveness of the shareholders' communication policy, confirming its effectiveness in enhancing communication[147]. - The management emphasizes the importance of maintaining high levels of disclosure and financial transparency to shareholders and investors[177]. - The Company aims to enhance communication with shareholders through regular reports and meetings, ensuring timely and accurate information dissemination[177]. Strategic Direction - The Group aims to diversify its business and explore potential opportunities in various markets to enhance competitiveness[105]. - The Group plans to introduce more health care products to meet consumer demand and expand its health-related products business[105]. - The Group will continue to explore opportunities with new suppliers and customers from various industries to create greater value for the Company and its shareholders[156][159]. - The Group plans to widen its product diversity in the health-related products market to minimize adverse impacts from individual products[156][159].
圆美光电(08311) - 2022 - 年度财报