Electric Vehicle Charging Business - The electric vehicle (EV) charging business generated approximately HKD 6,800,000 in revenue during the review year[13]. - The company successfully secured multiple projects for EV charging facilities in public and private parking lots across Hong Kong[13]. - Exclusive agreements were established for EV charging projects in various residential areas, covering over 5,000 parking spaces to expand the charging network[13]. - The global sales of electric vehicles accelerated during the pandemic, creating a favorable environment for the EV charging industry[13]. - The company acquired the EV charging business in August 2020 to ensure sustainable development and profitability growth[13]. - The company is positioned as a leading service provider in the EV charging market in Hong Kong, capitalizing on the rapid development of electric vehicles[13]. - The company is actively investing resources into the EV charging business to drive its growth amid challenging conditions[13]. - The global focus on carbon neutrality has led to increased government investments in EV infrastructure, including charging stations and smart grids[13]. - The company aims to leverage the opportunities presented by the growing demand for electric vehicles and related infrastructure[13]. - The company has successfully expanded its business into Cambodia, with the first phase involving the installation of chargers at 10 major shopping malls and gas stations[17]. - The company has secured multiple EV charging projects in high-end residential properties in Hong Kong, covering approximately 5,800 parking spaces[27]. - The company has established exclusive agreements for EV charging projects in seven residential areas in Hong Kong[27]. - The company is focusing on "destination charging" for home use and "opportunity charging" for users on the go, with a 30 kW DC charger installed at a shopping mall providing 100 km of range after 30 minutes of charging[30]. - The company is preparing to support the government in charging fee arrangements and hardware/software upgrades for public charging facilities[32]. - The company aims to enhance its software capabilities and quality technology to maintain a competitive edge in the EV charging market[17]. - The company is developing a smart parking system to monitor 1,800 electric vehicle chargers across multiple government parking lots, with completion expected in Q2 2022[33]. - The company is actively participating in government electric vehicle charging projects and has successfully secured multiple contracts for charging facilities[36]. - The company aims to expand into the Southeast Asian electric vehicle charging market, leveraging its experience in Hong Kong[36]. - Revenue from electric vehicle charging services includes direct sales of charging systems and rental income from public and private parking chargers[38]. Financial Performance - The group's revenue increased by approximately 34.5% from about HKD 40,900,000 for the nine months ended December 31, 2020, to about HKD 55,000,000 for the year ended December 31, 2021, primarily due to an increase in sales orders[41]. - Revenue from commercial printing services rose approximately 62.3% from about HKD 19,000,000 for the nine months ended December 31, 2020, to about HKD 30,900,000 for the year ended December 31, 2021, driven by increased sales orders from existing customers[43]. - Revenue from financial printing services decreased by approximately 21.6% from about HKD 20,200,000 for the nine months ended December 31, 2020, to about HKD 15,800,000 for the year ended December 31, 2021, due to a reduction in client transactions and IPO-related work[44]. - Revenue from electric vehicle charging systems reached approximately HKD 6,400,000 for the year ended December 31, 2021, compared to about HKD 500,000 for the nine months ended December 31, 2020[46]. - The gross profit decreased by approximately 13.3% from about HKD 8,000,000 for the nine months ended December 31, 2020, to about HKD 7,000,000 for the year ended December 31, 2021, with a gross margin decline from approximately 19.6% to 12.7%[54]. - Administrative and operating expenses increased by approximately 58.8% from about HKD 41,900,000 for the nine months ended December 31, 2020, to about HKD 66,600,000 for the year ended December 31, 2021, mainly due to increased employee costs from the expansion of the electric vehicle charging business[58]. - Research and development expenses increased by approximately 12.6% from about HKD 1,500,000 for the nine months ended December 31, 2020, to about HKD 1,700,000 for the year ended December 31, 2021[59]. - Financing costs rose by approximately 7.6% from about HKD 1,100,000 for the nine months ended December 31, 2020, to about HKD 1,200,000 for the year ended December 31, 2021[60]. - Other income decreased by approximately 46.2% from about HKD 6,700,000 for the nine months ended December 31, 2020, to about HKD 3,600,000 for the year ended December 31, 2021, primarily due to a reduction in recognized government subsidies[56]. - The group recorded a total loss and comprehensive expenses of approximately HKD 62,000,000 for the year ended December 31, 2021, compared to HKD 30,500,000 for the nine months ended December 31, 2020[63]. - As of December 31, 2021, the group's cash and bank balances were approximately HKD 16,600,000, down from HKD 33,200,000 as of December 31, 2020[65]. - The debt-to-equity ratio as of December 31, 2021, was approximately 108.0%, compared to 104.6% as of December 31, 2020[63]. - The capital-to-debt ratio increased to approximately 135.0% as of December 31, 2021, from 56.9% as of December 31, 2020, due to an increase in loans from shareholders and lease liabilities[63]. - The group did not have any significant investments or capital assets planned as of December 31, 2021[73]. - The net proceeds from the first placement of shares amounted to approximately HKD 19,400,000, intended for the development of electric vehicle charging business and operational funding[76]. - The group’s operating cash flow was primarily funded by revenue generated from its business operations, available cash, and bank borrowings[65]. - The group faced minimal foreign exchange risk as most transactions, assets, and liabilities were denominated in HKD[67]. - The group had no significant contingent liabilities as of December 31, 2021[69]. - There were no major acquisitions or disposals of subsidiaries or associates during the year ended December 31, 2021[74]. - The company completed the first subscription agreement on March 10, 2021, issuing 69,625,000 new ordinary shares at a subscription price of HKD 0.40 per share, raising approximately HKD 27,900,000 in total proceeds[79]. - The net proceeds from the first subscription amount to approximately HKD 27,800,000, intended for the development of electric vehicle charging business, maintenance of commercial and financial printing operations, and general corporate purposes[79]. - The second subscription agreement was completed on December 6, 2021, issuing 8,000,000 new ordinary shares at a subscription price of HKD 0.62 per share, raising approximately HKD 5,000,000 in total proceeds[80]. - The net proceeds from the second subscription amount to approximately HKD 4,900,000, which will be used for general working capital of the group[80]. - The total gross and net proceeds from the first and second subscriptions amount to approximately HKD 52,700,000 and HKD 52,100,000, respectively[85]. - As of December 31, 2021, the net proceeds of HKD 52,100,000 have been fully utilized, with approximately HKD 33,000,000 allocated to the development of electric vehicle charging business[85]. Management and Governance - The company is led by CEO Ye Zhaokang, who has over 10 years of management experience and previously held executive roles in various organizations[98]. - CFO Zhang Tingbang has over 15 years of experience in financial operations and is a senior member of both the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants[99]. - The company has a strong management team with diverse backgrounds in various industries, including electric vehicle charging and retail[101][103][105]. - The company is focused on expanding its electric vehicle charging business, with a dedicated team for international market development and technology advancement[103]. - The company has established a solid governance framework in accordance with the GEM Listing Rules of the Hong Kong Stock Exchange[111]. - Mr. Ye Zhaokang was appointed as the CEO on November 1, 2021, while Mr. Liang Zihau stepped down from the CEO position but remains as Co-Chairman[113]. - The board of directors consists of experienced individuals ensuring a balance of power and authority, with Mr. Liang primarily responsible for overall leadership and business development[112]. - The company has adopted trading standards in compliance with GEM Listing Rules, confirming that all directors have adhered to these standards since January 1, 2021[117]. - The board has established three special committees (Audit, Remuneration, and Nomination) to oversee specific aspects of the company's affairs[125]. - The board of directors is responsible for ensuring the company's continuous operation and managing risks associated with its business[120]. - As of December 31, 2021, Mr. Liang attended 11 out of 11 board meetings, demonstrating active participation in governance[123]. - The company has a policy in place for the re-election of directors, ensuring that one-third of the board retires at each annual general meeting[114]. - The board has reviewed and discussed the effectiveness of corporate governance policies, expressing satisfaction with their implementation[120]. - The company has committed to maintaining compliance with GEM Listing Rules regarding independent non-executive directors[119]. - The board's main duties include approving strategic plans, major operational projects, and significant investment decisions[120]. - The audit committee reviewed and recommended the approval of the audited consolidated financial statements for the year ended December 31, 2021[128]. - The audit committee held five meetings from January 1, 2021, to the date of the report[127]. - The remuneration committee reviewed the remuneration and performance of directors and senior management, holding one meeting during the reporting period[130]. - The nomination committee assessed the independence of independent non-executive directors and reviewed the board's structure, holding one meeting during the reporting period[131]. - The company adopted a board diversity policy based on various criteria, including gender, age, and professional experience[134]. - Independent non-executive directors have a fixed term of three years, with the possibility of renewal[135]. - The company provided formal training for newly appointed directors to ensure understanding of operations and responsibilities[137]. - Directors participated in training sessions and reviewed relevant materials regarding their duties and responsibilities[138]. - The audit committee ensured compliance with applicable accounting standards and GEM listing rules[128]. - The remuneration committee established a transparent process for determining the remuneration of directors and senior management[130]. - The remuneration for directors and senior management ranges from 0 to 1,000,000 HKD for 12 individuals, 1,000,001 to 1,500,000 HKD for 3 individuals, and 2,000,001 to 2,500,000 HKD for 1 individual[141]. - The company paid 800,000 HKD to its auditor, Deloitte, for audit services for the year ended December 31, 2021[146]. - The company has not established an internal audit function as of December 31, 2021, but will continue to review the need for such a function annually[150]. - The company has implemented risk management procedures, including risk identification, assessment, and mitigation measures, to ensure the protection of shareholder investments[149]. - The board of directors is responsible for overseeing the internal control and risk management systems, which are reviewed at least annually for effectiveness[147]. - The company has adopted a shareholder communication policy to ensure timely and equal access to information for shareholders and potential investors[156]. - The company has established multiple channels for communication with shareholders, including its website and printed corporate communications[157]. - The remuneration committee meets at least once a year to discuss remuneration matters, including the compensation of directors and senior management[142]. - The company has a clear governance structure and has delegated risk management responsibilities to the audit committee[147]. - The company ensures confidentiality of sensitive information through strict compliance measures and limited access to insider information[152]. Legal and Regulatory Compliance - The group did not purchase, sell, or redeem any listed securities during the year ended December 31, 2021[199]. - The board does not recommend the payment of a final dividend for the year ended December 31, 2021[200]. - The company issued a total of 69,625,000 subscription shares at a price of HKD 0.40 per share on March 10, 2021, to related parties[196]. - A total of 45,316,000 subscription shares were issued at a price of HKD 0.62 per share as part of a debt settlement agreement with creditors[198]. - The company has no significant transactions or arrangements involving directors or related entities for the year ended December 31, 2021[193]. - The independent non-executive directors confirmed their independence in accordance with GEM Listing Rules[191]. - The company has not established any stock-linked agreements that would lead to the issuance of shares during the year ended December 31, 2021[194]. - The company’s capital structure changes and details are available in the financial statements notes[185]. - The group has not experienced any significant legal or regulatory violations impacting its business as of December 31, 2021[171]. - The company emphasizes environmental protection and compliance with relevant laws and regulations in its operations[171].
基石科技控股(08391) - 2021 - 年度财报