Financial Performance - The group recorded revenue of approximately HKD 75.4 million for the fiscal year 2022, an increase of about 44.1% from approximately HKD 52.4 million in the fiscal year 2021[9]. - The group reported a total loss of approximately HKD 3.0 million for the fiscal year 2022, compared to a profit of approximately HKD 4.6 million in the fiscal year 2021[9]. - The cost of sales and services for the fiscal year 2022 was approximately HKD 56.6 million, representing an increase of about 72.3% from approximately HKD 32.8 million in the fiscal year 2021[22]. - The gross profit for the fiscal year 2022 was approximately HKD 18.8 million, with a gross profit margin of about 25.0%, down from a gross profit of approximately HKD 19.5 million and a margin of 37.3% in the fiscal year 2021[23]. - Administrative expenses increased to approximately HKD 16.6 million in the fiscal year 2022 from HKD 12.5 million in the fiscal year 2021, primarily due to a loss of approximately HKD 2.8 million from the sale of properties, plants, and equipment[25]. - Financing costs rose by approximately 147% to about HKD 1.0 million in the fiscal year 2022, up from approximately HKD 0.4 million in the fiscal year 2021[26]. - Capital expenditures for the fiscal year 2022 totaled approximately HKD 30.2 million, an increase from approximately HKD 22.0 million in the fiscal year 2021, with most expenditures allocated to additional tower cranes and vehicles[28]. - As of March 31, 2022, the company had cash and cash equivalents of approximately HKD 30.4 million, compared to approximately HKD 13.8 million in the fiscal year 2021[29]. - The company's net asset value as of March 31, 2022, was approximately HKD 19.9 million, down from approximately HKD 24.2 million in the fiscal year 2021[30]. - The company did not recommend the payment of a final dividend for the fiscal year 2022, consistent with the previous fiscal year[37]. Business Strategy and Operations - The group plans to strengthen its core business and adopt a prudent approach to bidding for new projects to enhance profitability and shareholder value in the long term[10]. - The group aims to explore other potential investment opportunities to diversify its business and create new revenue sources[11]. - The demand for temporary cranes and tower cranes is expected to remain strong due to the continuous growth in public housing applications in Hong Kong[15]. - The group has over 20 years of experience in providing temporary crane leasing and related services[14]. - The group sources equipment and components from suppliers primarily located in Germany, Belgium, Spain, and China[17]. - The group is committed to leading the development of the temporary crane industry by providing high-quality equipment and services[17]. - The group is actively seeking other business opportunities in the Hong Kong construction industry to create sustainable returns for shareholders[18]. - The company has purchased six tower cranes to diversify its revenue sources and meet market demand[44]. - The company has retained two technical staff and one sales manager to support the tower crane rental business[44]. - The company has allocated HKD 42.4 million for tower crane rental services, which is fully utilized[45]. Shareholder and Corporate Governance - The board consists of seven directors, including two executive directors and three independent non-executive directors[47]. - The company has adopted a share option scheme to reward participants for their contributions[41]. - The company did not declare or propose any dividends for the fiscal year 2022[70]. - The main business of the company remains investment holding, with no significant changes in the fiscal year 2022[67]. - The company was registered as an exempted company in the Cayman Islands on April 8, 2016, and underwent a corporate restructuring to prepare for listing on GEM[68]. - The company became the holding company of the group on February 23, 2017, following the restructuring[68]. - The issued shares have been listed on the GEM of the Stock Exchange since March 15, 2017[69]. - The board presented the audited consolidated financial statements for the fiscal year 2022 to shareholders[66]. - The company has complied with all applicable corporate governance code provisions as per GEM Listing Rules Appendix 15 during the fiscal year 2022[131]. - The company has not entered into any management or administrative contracts during the fiscal year 2022, except for the service contracts of executive directors[118]. - The company maintains sufficient public float as required under GEM Listing Rules as of the date of the annual report[128]. - The audit committee consists of three independent non-executive directors, ensuring effective oversight of financial reporting and internal controls[136]. - The consolidated financial statements for the year ended March 31, 2022, were audited by Tianzhi Hong Kong CPA, who will be proposed for reappointment at the upcoming annual general meeting[137]. - The company has maintained the same auditor for the past three years, indicating stability in financial oversight[138]. - The board of directors is composed of seven members, with non-executive and independent non-executive directors making up over 70% of the board, enhancing independence and governance[147]. - The company has at least three independent non-executive directors, meeting GEM listing rules requirements, ensuring proper governance and oversight[149]. - All directors received training on their responsibilities and duties, ensuring they are well-informed to contribute effectively to the board[150]. - The company has adopted and complied with all applicable corporate governance code provisions during the fiscal year 2022, except for minor deviations disclosed in the annual report[142]. - The board is responsible for overseeing the management of the company and ensuring adequate resources are available to achieve its objectives[144]. - The company encourages directors to participate in relevant training courses, with costs covered by the company, to enhance their knowledge and skills[150]. - The audit committee has discussed the accounting principles and practices adopted by the group, ensuring transparency and accountability in financial reporting[136]. - The board held 13 meetings during the fiscal year 2022, with all executive directors attending the meetings[154]. - The audit committee met four times in fiscal year 2022 to review the group's annual consolidated financial statements and internal controls[162]. - As of March 31, 2022, the board consisted of six males and one female, achieving the diversity policy goals set by the company[155]. - The chairman and CEO positions are held by the same individual, Mr. Tang Hing Keung, which the board believes provides strong and consistent leadership[156]. - The audit committee includes four independent non-executive directors, ensuring independence and objectivity in financial reporting[161]. - The company has established a board diversity policy to enhance board efficiency and ensure a balanced mix of skills and experiences[155]. - The company secretary is responsible for recording and maintaining all board meeting minutes, ensuring transparency and accountability[153]. - The board is committed to reviewing and monitoring corporate governance practices to maintain high standards[156]. - The company has implemented a risk management and internal control system, which is regularly discussed with management[161]. - The audit committee is tasked with ensuring the independence and effectiveness of external auditors, reviewing their performance and recommendations[161]. - The Compensation Committee held two meetings in the fiscal year 2022 to review and recommend matters related to the remuneration of directors and senior management[166]. - All independent non-executive directors attended the Compensation Committee meetings with a perfect attendance record of 2/2 for each member[167]. - The Nomination Committee held one meeting in the fiscal year 2022 to review the structure, size, and composition of the board, and to assess the independence of independent non-executive directors[170]. - The Nomination Committee also evaluated the independence of independent non-executive directors and recommended the reappointment of retiring directors at the next annual general meeting[172]. - The board is responsible for ensuring compliance with corporate governance codes and reviewing the training and professional development of directors and senior management[175]. - The company has established a formal and transparent procedure for setting remuneration policies for all directors and senior management[164]. - The Compensation Committee ensures that no director or their associates participate in determining their own remuneration[168]. - The company’s independent non-executive directors have a fixed term of three years from the date of listing or relevant appointment date[174]. - The Compensation Committee reviews and approves compensation arrangements for executive directors and senior management in case of termination of their positions[168]. - The company is committed to maintaining a diverse board composition and regularly reviews its diversity policy[172]. - The company has appointed independent auditors, Tianzhi Hong Kong CPA, for the annual audit services in the fiscal year 2022[178]. - The total fees paid/owed to Tianzhi for the fiscal year 2022 amounted to HKD 553,300, which includes HKD 515,000 for audit services and HKD 38,300 for non-audit tax services[179]. - The board of directors is responsible for preparing the consolidated financial statements and has not identified any significant uncertainties affecting the company's ability to continue as a going concern[181]. - The board has established and maintained an effective risk management and internal control system, which was reviewed for effectiveness during the fiscal year 2022[183]. - The company does not have a predetermined dividend policy and considers various factors, including financial performance and cash flow, when determining dividend recommendations[186]. - The company has strict measures in place to prevent unauthorized use of confidential or insider information[187]. - The company’s governance report indicates that all directors are subject to re-election every three years at the annual general meeting[176]. - The company’s board members, including independent non-executive directors, are required to retire by rotation, with one-third of the directors retiring at each annual general meeting[176]. - The company has a process for shareholders to request a special general meeting to present proposals, requiring at least 10% of the voting rights to initiate[192]. - The company’s management team has undergone relevant professional training to ensure compliance with GEM listing rules[185]. - The company has adopted a shareholder communication policy to ensure equal and timely access to information for shareholders, allowing them to exercise their rights and participate actively in company affairs[196]. - Shareholders can submit written inquiries to the company's headquarters in Hong Kong for the company secretary's attention[194]. - Upon receiving inquiries, the company secretary will forward them to the relevant parties, including executive directors and committee chairs, as well as management for general business matters[195]. - The company will inform shareholders of relevant information through financial reports, annual general meetings, and any special general meetings that may be convened[197]. - There were no changes to the company's articles of association during the fiscal year 2022[198]. Risk Management and Compliance - The group has complied with all applicable laws and regulations in Hong Kong that have a significant impact on its business and operations during the fiscal year 2022[80]. - The group has not entered into any stock-linked agreements during the fiscal year 2022[92]. - The group has not participated in any arrangements that would allow directors to benefit from acquiring shares or debentures of the company during the fiscal year 2022[93]. - The group’s financial risk management objectives and policies are detailed in the consolidated financial statements, ensuring effective monitoring of financial performance[73].
兴铭控股(08425) - 2022 - 年度财报