Financial Performance - The group recorded revenue of approximately RMB 287.5 million for the year ended December 31, 2022, representing a year-on-year increase of about 9.5% compared to RMB 262.6 million in 2021[7]. - The profit attributable to the owners of the company for the same period was approximately RMB 33.8 million, slightly down from RMB 35.2 million in 2021[8]. - The increase in revenue was primarily driven by heightened demand for takeout services due to the COVID-19 pandemic[8]. - The company's revenue for the year ended December 31, 2022, was approximately RMB 287.5 million, representing a growth of about 9.5% compared to RMB 262.6 million for the previous year[22]. - The profit attributable to the company's owners for the year was approximately RMB 33.8 million, down from RMB 35.2 million in the previous year[22]. - The gross profit for the year was RMB 83.9 million, compared to RMB 75.9 million in 2021, indicating a positive trend in profitability[17]. - Net profit for the year decreased by approximately RMB 1.4 million or 4.0% to about RMB 33.8 million in 2022, mainly due to increased selling and income tax expenses[32]. - Cost of sales increased from approximately RMB 186.7 million in 2021 to about RMB 203.6 million in 2022, an increase of approximately RMB 17.0 million or 9.1%[25]. - Gross profit rose from approximately RMB 75.9 million in 2021 to about RMB 83.9 million in 2022, an increase of approximately RMB 7.9 million or 10.4%[27]. Assets and Liabilities - The total assets as of December 31, 2022, amounted to RMB 279.8 million, an increase from RMB 200.8 million in 2021[15]. - The total liabilities increased to RMB 46.2 million in 2022 from RMB 35.3 million in 2021[15]. - The total equity attributable to the owners of the company reached RMB 233.6 million, up from RMB 165.4 million in the previous year[15]. - The company recorded a net cash position of RMB 171.3 million in current assets after deducting current liabilities[15]. - Current assets net value increased from approximately RMB 120.6 million in 2021 to about RMB 171.3 million in 2022, driven by an increase in financial assets and trade receivables[39]. - Cash and cash equivalents as of December 31, 2022, were approximately RMB 118.6 million, up from RMB 107.6 million in 2021, primarily from cash generated from operating activities[42]. - The current ratio slightly improved from approximately 4.7 times in 2021 to about 4.9 times in 2022[40]. - The company has no borrowings as of December 31, 2022, maintaining a strong liquidity position[43]. Business Expansion and Acquisitions - The company completed the acquisition of Yizhen Media Co., Ltd. for a total consideration of RMB 20,571,430, which is expected to generate revenue and expand the company's business scope[9]. - The group acquired 100% equity of Beijing Youpinhui Trading Co., Ltd. through the purchase of Youpinhui Enterprises Ltd., enhancing its presence in the e-commerce sector[11]. - A new e-commerce application platform named "Yihotianxia" was launched, covering a variety of products and offering innovative group buying options to meet consumer needs[11]. - The company completed the acquisition of 100% equity in Yizhen Media for a total consideration of RMB 72,000,000 (approximately HKD 86,400,000) through the issuance of new shares at HKD 0.18 per share[49]. - The total adjusted consideration for the acquisition was RMB 20,571,430, which was settled through the issuance of 74,482,760 new shares and debt instruments totaling RMB 6,171,428[50]. - The company acquired 100% of Youpinhui Enterprises for HKD 18,500,000, paid by issuing 74,000,000 ordinary shares[51]. Corporate Governance - The board of directors is responsible for formulating the overall strategy and setting management objectives[82]. - The management team is tasked with daily operations and must report to the board for major decisions[84]. - The company has adhered to the corporate governance code throughout the fiscal year ending December 31, 2022[79]. - The company has implemented a standard code for directors' securities trading, confirming compliance for the fiscal year[80]. - The board is committed to maintaining high standards of corporate governance to enhance performance and accountability[78]. - The company has established various committees, including audit, remuneration, nomination, and risk management committees, to oversee specific responsibilities[82]. - The company has a procurement manager responsible for overseeing procurement processes and cost control policies[75]. - The company secretary has over 13 years of experience in corporate secretarial practices[76]. - The board consists of six directors, including three executive directors and three independent non-executive directors, ensuring a balanced composition[85]. - The company has established mechanisms to ensure the independence of the board, with over one-third of the members being independent non-executive directors, in compliance with GEM listing rules[90]. - Independent non-executive directors play a crucial role in providing strategic advice and ensuring high standards of financial reporting and governance[88]. - All directors received training on GEM listing rules and regulatory requirements, with a focus on continuous professional development[91]. - The board holds regular meetings, with agendas provided at least 14 days in advance, ensuring informed decision-making[93]. - The company has mechanisms in place to assess the independence and performance of independent non-executive directors annually[90]. - The board has a clear structure for committees, including audit, remuneration, nomination, and risk management committees, to enhance governance[88]. - Directors are encouraged to express independent views and constructive inquiries during board meetings[90]. - All board meeting documents are sent to directors at least three days prior to meetings to ensure they are informed of the company's latest developments[95]. - The company emphasizes compliance with legal and regulatory requirements as part of its governance framework[85]. - The board of directors attended 100% of the meetings, with all executive directors present at 7 out of 7 board meetings[96]. - The audit committee, consisting of three independent non-executive directors, held meetings to review the annual performance before submission to the board[102]. - The remuneration committee convened twice during the year to review and recommend compensation policies for directors and senior management[108]. - The nomination committee is responsible for reviewing the board's structure and recommending suitable candidates for board membership[114]. - The company aims to ensure that appointed directors possess relevant business, financial, and management skills necessary for informed decision-making[115]. - The audit committee recommended the reappointment of the external auditor, subject to shareholder approval at the annual general meeting[102]. - The remuneration policy links discretionary bonuses and other payments to the company's performance and individual director performance[110]. - The company established four committees: audit, remuneration, nomination, and risk management, to oversee specific aspects of governance[97]. - The nomination committee evaluates the independence of independent non-executive directors and provides recommendations on their appointment or reappointment[114]. - The company has established a risk management committee to identify and assess existing and potential risks related to its business operations[123]. - The risk management committee held one meeting in the year ending December 31, 2022, to discuss risks associated with the group's overseas export business[126]. - The auditor's fee for the annual audit services for the year ending December 31, 2022, was HKD 945,000[134]. - The board consists of one female director and five male directors, with a total of 177 employees, of which 95 are male and 82 are female, indicating a satisfactory gender diversity level[138]. - The company aims to achieve gender equality by the end of 2025, with a commitment to gradually increase the proportion of female board members[138]. - The company maintains a high level of communication with shareholders, ensuring timely disclosure of relevant business information[140]. - The company’s dividend policy states that dividends will be paid if the group records profits and the operating environment remains stable, subject to board approval[149]. - The company secretary has completed over 21 hours of relevant professional training in accordance with GEM listing rules[150]. - The board reviews its corporate governance policies annually to ensure compliance with legal and regulatory requirements[136]. - The company has adopted a board diversity policy that considers various factors including gender, age, cultural background, and professional experience[137]. - The company will continue to monitor and review the implementation of its board diversity policy to ensure its effectiveness[137]. - The annual general meeting is scheduled for May 31, 2023, providing a platform for shareholder engagement[143]. - The company encourages shareholders to submit proposals for discussion at the annual general meeting, enhancing shareholder participation[147]. - The group did not recommend any final dividend for the year ended December 31, 2022, consistent with the previous year[160]. Strategic Initiatives - The company plans to maintain product safety and environmental standards, enhance brand promotion, and expand sales channels as key growth drivers for its disposable plastic food container business[9]. - The company aims to provide high-quality eco-friendly disposable plastic food containers while ensuring product safety[81]. - The board believes that maintaining product safety, brand promotion, and expanding sales channels will be key drivers for growth in the disposable plastic food container business[163]. - The group aims to utilize the net proceeds from its listing on the GEM to implement its business plans and expand market share[163]. - The group invested 10% in a film project titled "The English" directed by Chen Chong, with expectations for release in Q4 2023, following a recovery in the mainland film market[164]. - The group acquired Youpinhui, which owns an e-commerce platform, and launched a new platform "Yihotianxia" to capture growth in China's retail e-commerce market, projected to reach approximately RMB 24.6 trillion by 2025[165]. - The group reported a cumulative annual growth rate of approximately 22.9% in China's online retail sales from 2016 to 2020, with total online retail sales increasing from about RMB 5.2 trillion to RMB 11.8 trillion[165]. - The group is positioned to compete effectively in the market, leveraging its experienced management team and reputation[163]. - The group has not planned any major investments or capital assets for the year ended December 31, 2022[168]. Shareholder and Ownership Information - As of December 31, 2022, the company's distributable reserves amounted to approximately RMB 598 million, an increase from RMB 330 million in 2021, reflecting a growth of 81.8%[174]. - The company did not redeem any of its listed securities during the year ended December 31, 2022, nor did it purchase, cancel, or sell any related listed securities[175]. - The company has no management or administrative contracts related to any of its major businesses as of December 31, 2022[186]. - All independent non-executive directors have confirmed their independence according to GEM Listing Rules, and the company believes they meet the independence guidelines[177]. - The company has established a non-competition agreement with its controlling shareholders, ensuring they will not engage in any competing business activities[189]. - The company’s board of directors includes three executive directors and three independent non-executive directors, with specific terms of service agreements in place[176]. - There were no significant transactions or contracts involving directors or their related entities with the company during the year ended December 31, 2022[184]. - The company’s remuneration for directors and the five highest-paid individuals is based on market benchmarks and individual performance assessments[182]. - The company has committed to promoting any identified business opportunities related to restricted businesses to ensure compliance with the non-competition agreement[190]. - The company has no significant contracts with its controlling shareholders that could lead to conflicts of interest as of December 31, 2022[188]. - As of December 31, 2022, Mr. Xu holds a total of 375,982,760 shares, representing 50.23% ownership in the company[192]. - Mr. Xu's controlled entity, Prize Investment Limited, owns 301,500,000 shares, accounting for 40.28% of the total shares[195]. - Ms. Xu Li Ping, as Mr. Xu's spouse, is deemed to have an interest in the shares held by Mr. Xu, totaling 301,500,000 shares or 50.23%[194]. - Merit Winner Limited, another significant shareholder, holds 301,500,000 shares, representing 9.02% of the total shares[195]. Compliance and Risk Management - The internal audit function was outsourced to an independent internal audit firm, with no significant deficiencies noted in the internal control system as of December 31, 2022[152]. - The company is subject to foreign investment restrictions and licensing requirements in its operations in China[199]. - The economic interests of Beijing Yi He can be transferred to the company through exclusive operating and consulting service agreements[200]. - All significant business decisions of Beijing Yi He will be guided and supervised by the company, ensuring risk management[200]. - The company has appointed Zhongyi Capital Limited as its compliance advisor, with no interests held in the company's equity as of December 31, 2022[197].
易和国际控股(08659) - 2022 - 年度财报