Financial Performance - The company reported total revenue of approximately HKD 106.2 million for the year ended December 31, 2022, a decrease of about 57.5% compared to HKD 249.6 million for the year ended December 31, 2021[7]. - The net loss for the year ended December 31, 2022, was approximately HKD 7.4 million, a decline of about 128.2% from a profit of HKD 26.3 million for the previous year[7]. - Gross profit was approximately HKD 9.8 million for the year ended December 31, 2022, down about 78.1% from HKD 44.8 million in 2021, with a gross margin of approximately 9.3% compared to 18.0% in 2021[13]. - Other income and gains for the year ended December 31, 2022, amounted to approximately HKD 4.2 million, primarily from tax compensation guarantees of HKD 3.3 million and government subsidies of HKD 0.5 million[14]. - Administrative expenses increased from approximately HKD 9.8 million for the year ended December 31, 2021, to approximately HKD 12.0 million for the year ended December 31, 2022, representing an increase of about 21.9%[15]. - Financing costs decreased from approximately HKD 0.2 million for the year ended December 31, 2021, to approximately HKD 14,000 for the year ended December 31, 2022, due to the repayment of all bank borrowings[16]. - Income tax expenses decreased from approximately HKD 5.3 million for the year ended December 31, 2021, to approximately HKD 4.5 million for the year ended December 31, 2022, a reduction of about 15.8%[19]. - The total comprehensive loss for the year ended December 31, 2022, was approximately HKD 7.4 million, a decrease of about 128.2% compared to a total comprehensive income of approximately HKD 26.3 million for the year ended December 31, 2021[20]. Project and Operational Status - The company had six ongoing projects as of December 31, 2022, with a total original contract value of approximately HKD 519.2 million, down from 15 projects valued at approximately HKD 636.2 million a year earlier[7]. - The company faced increased competition, resulting in fewer new project awards and a slowdown in project progress due to the COVID-19 pandemic[8]. - The outlook for the construction industry remains challenging, with the company adopting a cautious strategy to alleviate revenue pressure and manage operating costs[10]. - The company aims to enhance construction quality and maintain site safety while implementing safety management systems on existing construction sites[10]. Use of Proceeds and Capital Management - The company plans to use the net proceeds of approximately HKD 47.9 million from its listing to meet working capital needs instead of launching a metal scaffolding system[9]. - The total amount raised from the listing was HKD 140 million, with a net amount of approximately HKD 90.7 million after deducting underwriting commissions and related expenses[39]. - The planned use of the net proceeds includes upgrading construction equipment and providing metal scaffolding systems, with an original allocation of HKD 57.5 million, of which HKD 9.6 million is still unutilized[39]. - For operational capital needs and to cover certain preliminary costs, the allocation was revised from HKD 25.7 million to HKD 73.6 million, which has been fully utilized by December 31, 2022[39]. - The funds allocated for strengthening manpower (Plan 3) amount to HKD 7.5 million, with HKD 3.0 million utilized and HKD 4.5 million remaining, expected to be fully utilized by December 31, 2023[39]. - As of December 31, 2022, the group maintained a solid liquidity position with net current assets of approximately HKD 154.4 million[21]. - The group had no outstanding bank borrowings as of December 31, 2022, and December 31, 2021[22]. - The capital debt ratio was zero as of December 31, 2022, and December 31, 2021, indicating no bank borrowings[23]. - Capital expenditures for the year ended December 31, 2022, amounted to approximately HKD 0.4 million, primarily for office equipment purchases[29]. Corporate Governance and Management - The board consists of one executive director and three independent non-executive directors, ensuring a high level of independence[65]. - The company has adopted the corporate governance code as per the listing rules, although the roles of chairman and CEO are held by the same individual, which is considered appropriate for the company's best interests[61]. - The company is committed to maintaining high standards of corporate governance and business practices[61]. - The board is responsible for formulating business policies and strategies to enhance shareholder value[67]. - The company has confirmed compliance with the standard code for securities trading by all directors for the year ending December 31, 2022[63]. - The company focuses on providing quality services and maintaining ethical and responsible business practices[62]. - The executive management is empowered by the board to handle daily operations and management matters[67]. - The board regularly meets to discuss operational matters and ensure adequate checks and balances to protect the interests of the company and its shareholders[61]. - The company held six board meetings in the year ended December 31, 2022, with all executive directors attending all meetings[68]. - The board consists of four directors, including one female director, representing approximately 24% female representation[79]. - As of December 31, 2022, 35% of the company's 34 employees, including senior management, are female, indicating gender diversity within the workforce[79]. - The audit committee, established on March 15, 2021, consists of three independent non-executive directors and is responsible for overseeing financial reporting and risk management[81]. - The company has adopted a board diversity policy, considering factors such as gender, age, and professional experience to enhance board performance[76]. - Independent non-executive directors are required to confirm their independence annually, ensuring compliance with listing rules[72]. - The company has a mechanism in place to ensure board effectiveness, including the requirement for at least three independent non-executive directors[72]. - The board reviews the implementation and effectiveness of the diversity policy annually, contributing to corporate strategy and business development[79]. - The company has established three board committees: audit committee, remuneration committee, and nomination committee, to assist in effective governance[80]. - All independent non-executive directors have confirmed their independence according to the listing rules, ensuring good corporate governance[71]. - The audit committee held four meetings during the year ended December 31, 2022, with full attendance from members[83]. - The remuneration committee reviewed and approved management's compensation proposals and held one meeting during the year, with full attendance from members[85]. - The nomination committee held one meeting during the year ended December 31, 2022, with full attendance from members[89]. - The external auditor's fees for the year ended December 31, 2022, amounted to HKD 520,000 for audit services[94]. - The company has adopted a nomination policy to ensure diversity in the board composition and to evaluate candidates based on various criteria[90]. - The board is responsible for reviewing and monitoring compliance with legal and regulatory requirements[92]. - The company has no significant uncertainties that may cast doubt on its ability to continue as a going concern[93]. - The audit committee reviewed the financial statements and risk management systems for the year ended December 31, 2022[19]. - The remuneration committee's responsibilities include making recommendations on the compensation of individual directors and senior management[86]. - The company has appointed a new compliance advisor, Lingzhan Financial Group, effective from February 3, 2023, following the termination of the previous agreement with Junfu due to a lack of consensus on fee adjustments[97]. - The board is committed to maintaining effective internal control and risk management systems to protect shareholder interests and group assets, with annual reviews conducted to ensure their adequacy and effectiveness[98]. Environmental, Social, and Governance (ESG) Initiatives - The company has identified 15 significant environmental, social, and governance (ESG) issues through internal surveys and stakeholder assessments, which will guide its ESG reporting and strategy[190]. - The company maintains an environmental management system in accordance with ISO 14001:2015 to minimize negative environmental impacts and ensure compliance with applicable environmental laws[195]. - During the reporting period, the company complied with all relevant environmental laws and regulations, with no confirmed non-compliance incidents or complaints reported[196]. - The board of directors is responsible for overseeing the company's ESG-related risks and opportunities, establishing strategies and goals, and reviewing performance annually[185]. - The company has established an ESG working group composed of management members to support the board in implementing ESG strategies and objectives[185]. - Stakeholder engagement is prioritized, with communication methods including company websites, public disclosures, and shareholder meetings to address stakeholder concerns[189]. - The company emphasizes the importance of sustainability in its daily operations and has integrated this concept into its business practices[185]. - The company conducts annual risk assessments to evaluate potential ESG issues and enhance resilience and adaptability[185]. - The company is committed to community development and environmental protection, engaging in community activities and issuing press releases to communicate its efforts[189]. - The company tracks and reviews sustainability priorities through stakeholder engagement to ensure alignment with long-term sustainability goals[186]. - Greenhouse gas emissions from vehicle combustion (Scope 1) decreased from 5 tons in 2021 to 2 tons in 2022[197]. - Total greenhouse gas emissions increased from 13 tons in 2021 to 18 tons in 2022, reflecting a rise in emissions density from 0.000052 tons per thousand HKD revenue to 0.000170 tons[197]. - Nitrogen oxides (NOx) emissions from vehicles increased from 1.85 kg in 2021 to 1.92 kg in 2022[197]. - Sulfur oxides (SOx) emissions rose from 0.029 kg in 2021 to 0.031 kg in 2022[197]. - Particulate matter (PM) emissions increased from 0.14 kg in 2021 to 0.16 kg in 2022[197]. - The company aims to reduce total greenhouse gas emissions density to between 90% and 120% of the baseline level by the next reporting period[199]. - Electricity consumption (Scope 2) emissions increased significantly from 7 tons in 2021 to 15 tons in 2022[197]. - Paper processing (Scope 3) emissions remained stable at 1 ton for both 2021 and 2022[197]. - The company is committed to sustainable development principles and has outlined additional mitigation measures in its reports[199]. - Waste management practices are regularly conducted by the Environmental Protection Department (EPD) to ensure proper disposal of construction and demolition waste[200].
盈汇企业控股(02195) - 2022 - 年度财报