Share Option Scheme - No stock options were granted, lapsed, exercised, or cancelled under the share option scheme for the year ended December 31, 2022[1]. - The share option scheme aims to encourage eligible individuals to contribute to the group and reward past contributions, helping to attract and retain experienced personnel[2]. - The maximum number of shares to be issued upon exercise of options under the scheme shall not exceed 10% of the issued shares at any time[5]. - The subscription price for any specific option is determined by the board at the time of grant and cannot be lower than the higher of the share's par value, the closing price on the offer date, or the average closing price over the five trading days preceding the offer date[7]. - The share option scheme is effective for ten years from the listing date, but shareholders can terminate it at any time[9]. - As of December 31, 2022, no other share option schemes have been adopted by the company[10]. - The company has not entered into any equity-linked agreements that would lead to the issuance of shares during the year or at year-end[11]. Shareholding Structure - Mr. Chan Wing Chai and Mr. Chan Tin Ki each hold 427,600,560 shares, representing 53.45% of the issued shares through Causeway Treasure[13]. - The disclosed interests in Causeway Treasure indicate that Mr. Chan Wing Chai and Mr. Chan Tin Ki each own approximately 47.25% of the entity[15]. - No directors or senior management held any interests in the company's shares or related securities as of December 31, 2022, apart from those disclosed[16]. - As of December 31, 2022, Causeway Treasure holds 427,600,560 shares, representing approximately 53.45% of the company's equity[19]. - Me Group International Plc. owns 109,972,500 shares, accounting for 13.75% of the company's equity[19]. - Mr. Zhang Gan Ting holds 62,426,940 shares, which is 7.80% of the company's equity[19]. Financial Performance - For the year ended December 31, 2022, the group's revenue increased by approximately HKD 10,300,000 to about HKD 31,253,000, representing a growth of approximately 49.2% compared to the previous year[77]. - Total revenue for the year ended December 31, 2022, was approximately HKD 31,253,000, with a loss attributable to equity shareholders of approximately HKD 11,518,000, an increase of about HKD 4,110,000 from the previous year[89]. - Service costs increased from approximately HKD 15,769,000 for the year ended December 31, 2021, to approximately HKD 26,175,000 for the year ended December 31, 2022, representing an increase of about 66%[100]. - Other income rose from approximately HKD 1,436,000 for the year ended December 31, 2021, to approximately HKD 2,073,000 for the year ended December 31, 2022, an increase of about 45%[78]. - Administrative expenses increased by approximately HKD 2,553,000 due to higher employee costs and director remuneration related to the launch of medical services in Hong Kong[83]. - The group’s gross profit for the year ended December 31, 2022, was approximately HKD 5,078,000, with a gross profit margin of about 16.25%, down from HKD 5,184,000 and 24.74% in the previous year[119]. - Administrative expenses increased from approximately HKD 14,043,000 to HKD 16,596,000, primarily due to higher employee costs and director remuneration[120]. - As of December 31, 2022, the group reported a total equity of approximately HKD 22,714,000, down from HKD 34,542,000 as of December 31, 2021[125]. - The group's cash and cash equivalents totaled approximately HKD 21,699,000 as of December 31, 2022, compared to HKD 30,741,000 as of December 31, 2021[125]. - The group has no significant investments or future plans for major investments as of December 31, 2022[115]. Business Operations - Photography service revenue rose by approximately 15.02% to about HKD 23,362,000 for the year ended December 31, 2022, up from HKD 20,311,000 in the previous year[77]. - Medical services revenue reached approximately HKD 7,891,000 for the year ended December 31, 2022, a significant increase from HKD 642,000 in the previous year, following the launch of medical services in October 2021[77]. - The medical services business contributed approximately 25.2% to the group's total revenue as of December 31, 2022[50]. - The group has been awarded a contract by the Hong Kong government to provide automated photography services for identity documents, effective from March 1, 2023, for a duration of 24 months[69]. - The group plans to upgrade and maintain its self-service digital photo machines, which may become a new direction for future business development[67]. - The group is actively seeking opportunities to expand its medical services by recruiting suitable practitioners and acquiring new clinics and related businesses[75]. - The group has terminated leases for underperforming photo service locations as a cost control measure[73]. - The group aims to diversify its core business by reallocating resources towards information technology infrastructure to optimize its business model[74]. - The group anticipates that the demand for identity document photos will improve in the foreseeable future due to the easing of travel restrictions and social distancing measures[71]. - The group operates self-service digital photography services in Hong Kong and Guangdong Province, China, focusing on identity verification and medical services[149]. Risk Management - The company is subject to significant market volatility risks due to its listing on the GEM[34]. - The group’s financial condition and operational performance may be influenced by various risks and uncertainties related to its business[153]. - The group faces currency risk primarily from cash and bank balances held in USD and RMB, with revenue and expenses mainly denominated in RMB and HKD[160]. - The company relies on a professional team for its medical services, which could adversely affect financial performance if qualified professionals are not recruited or retained[179]. - The group’s business model in medical services depends on consultant or employment arrangements, which can be terminated with notice[179]. - The company’s reputation and brand image in medical services may be negatively impacted by any negligence or legal issues, affecting business and financial performance[180]. Corporate Governance - The board of directors has collectively confirmed the accuracy and completeness of the annual report[35]. - The company has confirmed compliance with non-competition agreements during the restricted period[27]. - The company has no preferential rights provisions requiring it to offer new shares to existing shareholders on a pro-rata basis[24]. - The group has established a remuneration committee to review the compensation policies and structures for directors and senior management, considering operational performance and market practices[197]. - The group emphasizes the importance of employees as valuable assets and complies with Hong Kong labor laws while regularly reviewing employee benefits[158]. - The group has established standard operating procedures for its medical centers to minimize the risk of medical negligence[156]. Dividend Policy - The company will not declare any final dividend for the year ended December 31, 2022, to maintain sufficient funds for future business development[90]. - The group did not recommend the declaration of a final dividend for the year ending December 31, 2022[151]. - The board does not recommend declaring an interim dividend for the years ended December 31, 2022, and December 31, 2021[163]. - As of December 31, 2022, the company's distributable reserves were approximately HKD 13,378,000, with no final dividend declared for the year[191]. Financing and Capital Structure - Financing costs for lease liabilities and bank loans were approximately HKD 454,000 and HKD 423,000 for the years ended December 31, 2022, and 2021, respectively[81]. - As of December 31, 2022, the group had a debt-to-asset ratio of 51.5%, an increase from 42.2% in the previous year[125]. - The group had outstanding bank loans of approximately HKD 1,000,000 as of December 31, 2022[192]. - As of December 31, 2022, the group's bank financing included restricted bank deposits amounting to HKD 5,000,000, compared to zero in the previous year[161].
名仕快相(08483) - 2022 - 年度财报