Financial Performance - The total revenue for the year ended December 31, 2021, was approximately HKD 88.8 million, a decrease of HKD 20.3 million compared to the previous year[8]. - The net profit for the year ended December 31, 2021, was approximately HKD 0.6 million, compared to HKD 0.5 million for the year ended December 31, 2020[11]. - The group's revenue decreased from approximately HKD 109.1 million for the year ended December 31, 2020, to approximately HKD 88.8 million for the year ended December 31, 2021, a decline of about HKD 20.3 million or 18.6%[19]. - The gross profit for the year ended December 31, 2021, was approximately HKD 10.9 million, an increase of about 49.3% from approximately HKD 7.3 million for the year ended December 31, 2020, with a gross margin of approximately 12.3%[21]. - Other income and gains increased from approximately HKD 3.3 million for the year ended December 31, 2020, to approximately HKD 4.5 million for the year ended December 31, 2021, primarily due to a one-time gain of approximately HKD 2.5 million from the sale of properties, plants, and equipment[23]. - Administrative and other operating expenses increased by approximately HKD 1.3 million or 13.8% to approximately HKD 10.7 million for the year ended December 31, 2021, mainly due to increased employee costs[24]. - The group recorded a profit attributable to owners of approximately HKD 0.6 million for the year ended December 31, 2021, compared to approximately HKD 0.5 million for the year ended December 31, 2020[27]. - As of December 31, 2021, the group's cash and bank balances were approximately HKD 4.4 million, down from approximately HKD 5.4 million as of December 31, 2020[29]. - The total debt, including bank borrowings and lease liabilities, was approximately HKD 11.3 million as of December 31, 2021, compared to approximately HKD 19.8 million as of December 31, 2020[29]. - The group's gearing ratio was approximately 17.1% as of December 31, 2021, down from approximately 32.2% as of December 31, 2020[31]. - The total employee costs for the year ended December 31, 2021, were approximately HKD 17.9 million, an increase from HKD 11.7 million in 2020[44]. Industry Outlook - The construction industry faced a 1.5% decline in the total value of completed construction works in 2021 compared to 2020, primarily due to the impact of the COVID-19 pandemic[7]. - The company remains cautiously optimistic about the construction industry's recovery in 2022, despite the surge in Omicron cases[8]. - The board plans to develop strategies to consolidate core business while seeking opportunities in Hong Kong and the Greater Bay Area[8]. - The company will continue to monitor overall industry changes and adapt its strategies accordingly[8]. Corporate Governance - The board consists of three independent non-executive directors, exceeding the GEM listing rules requirement of at least one-third[129]. - The independent non-executive directors play a significant role in providing impartial opinions on strategy, performance, and monitoring issues, ensuring the interests of all shareholders are considered[129]. - The company has adopted a board diversity policy to enhance performance quality, considering factors such as gender, age, experience, and professional qualifications[131]. - The nomination committee will disclose the composition of the board and monitor the implementation of the board diversity policy in the corporate governance report[136]. - The nomination policy aims to ensure the board possesses the necessary skills, experience, knowledge, and diverse perspectives relevant to the company's business[140]. - The board is ultimately responsible for the selection, appointment, and reappointment of directors[146]. - The nomination committee will regularly review the nomination policy to ensure transparency, fairness, and alignment with current regulatory requirements[148]. - The corporate governance report will disclose the nomination policy summary, including the nomination process and criteria used for selecting candidates[150]. Risk Management and Internal Controls - The board of directors is responsible for overseeing the internal control and risk management systems, which are reviewed at least annually[170]. - The audit committee reviewed the internal control system and deemed it effective and sufficient for the year ended December 31, 2021[173]. - The company has established a risk management process that includes annual risk identification and assessment[171]. - The audit committee's responsibilities include reviewing financial information, internal control procedures, and risk management systems, ensuring robust governance practices[162]. Environmental, Social, and Governance (ESG) Initiatives - The group is committed to reducing greenhouse gas emissions through various environmental policies and measures, promoting energy-saving practices in the office[192]. - The ESG report covers the group's performance in environmental management and social responsibility for the period from January 1, 2021, to December 31, 2021[185]. - The group has established a dedicated team to manage ESG matters across its business departments and continuously monitor progress in addressing climate change[187]. - Stakeholder engagement is emphasized, with the group maintaining open communication channels to gather feedback and improve ESG performance[189]. - The group focuses on reducing operational emissions and encouraging suppliers to participate in reducing emissions within the supply chain[192]. - The ESG report is prepared in accordance with the guidelines set out in the GEM Listing Rules Appendix 20[184]. - The group aims to enhance transparency and accountability through the annual publication of the ESG report[185]. - The group has identified several ESG issues relevant to its operations and assessed their significance based on stakeholder impact[186]. - The board of directors is responsible for ensuring the effectiveness of the ESG policies implemented by the group[187]. - The group is committed to adapting its sustainability policies to meet the evolving needs of stakeholders[187]. Management and Board Composition - Leung Yat Fai Frankie was appointed as the Chairman and Executive Director on May 10, 2021, bringing extensive experience in the footwear and real estate development industries[50]. - Fong Pui Yin has been the Deputy General Manager of Badi Limited since July 2000, contributing to the leather product manufacturing and real estate development sectors[53]. - The company has a strong management team with over 16 years of legal experience represented by independent non-executive director Lin Tzu Yau[57]. - The company has been expanding its board with experienced professionals, including independent non-executive director Lok Kwok Wai, who has over 27 years of experience in corporate banking and marketing[59]. - The management team includes project manager Tao Kam Ming, who has over 14 years of experience in the construction industry, enhancing the company's project execution capabilities[61]. Shareholder Information - The company has a distributable reserve of approximately HKD 14.8 million as of December 31, 2021[84]. - The company did not recommend a final dividend for the year ended December 31, 2021, consistent with no dividends in 2020[43]. - The company has adopted a general dividend policy aimed at providing shareholders with a share of the group's profits, subject to certain criteria[68]. - The company has been actively reviewing its dividend policy and retains the right to update or modify it at any time[72]. - The company’s financial performance and expected future performance will be considered when declaring dividends[69]. Compliance and Audit - The consolidated financial statements for the year ended December 31, 2021, were audited by Guo Wei CPA Limited[119]. - The company has not changed external auditors in the past three years[120]. - The audit committee reviewed the consolidated financial statements for the year ended December 31, 2021, and confirmed that they complied with applicable accounting standards and GEM listing rules[162]. - The company has purchased liability insurance for its directors and senior management to cover potential legal liabilities[126]. Employee and Management Policies - The total remuneration for senior management as of December 31, 2021, included 2 individuals earning up to HKD 1,000,000[104]. - The remuneration committee is responsible for reviewing the remuneration policy and structure for directors and senior management at least once a year[105]. - The remuneration committee held four meetings during the year ended December 31, 2021, to review the remuneration of directors and senior management, concluding that the compensation was fair and reasonable[159]. - The company has a retirement benefits plan detailed in the financial statements as of December 31, 2021[106]. Communication with Shareholders - The company has adopted a shareholder communication policy to ensure timely and equal access to information for shareholders and potential investors[179]. - The company has set up multiple channels for communication with shareholders, including a Hong Kong share transfer registration office[180]. - The company has a policy for disclosing inside information to ensure compliance with statutory disclosure requirements[174].
基地锦标集团(08460) - 2021 - 年度财报