Financial Performance - The group's revenue for 2023 remained stable, comparable to 2022, with performance meeting expectations after excluding certain asset impairments and non-recurring gains from 2022 [10]. - Total revenue for the year ended December 31, 2023, was approximately HKD 183,442,000, a slight decrease of about 0.7% compared to HKD 184,683,000 in the previous year [19]. - The company reported a pre-tax loss of approximately HKD 17,083,000 for the year, compared to a loss of HKD 8,311,000 in 2022, with attributable loss increasing to HKD 17,500,000 from HKD 9,855,000 [19]. - The net asset value as of December 31, 2023, was approximately HKD 300,614,000, down from HKD 335,418,000 in 2022, while total assets increased to approximately HKD 755,286,000 from HKD 738,521,000 [22]. - The company anticipates significant revenue contributions from the clean energy business, particularly from the Yichang operations expected to commence in 2024 [19]. Business Segments - The clean energy business is currently the core business of the company and will continue to be so in the future, with ongoing efforts to expand market share in China and Hong Kong [11]. - The natural gas distribution and property investment businesses are primarily reliant on domestic demand, indicating resilience against global political and economic fluctuations [11]. - The natural gas business continues to be a core segment, benefiting from government policies encouraging the use of clean energy [8]. - The biomass gasification heating business in Huaining County showed stable growth, although it incurred losses in 2023 due to incomplete factory construction [16]. - The gas business remains the core segment, benefiting from government policies promoting clean energy usage in China, with expectations of stable growth [20]. Investments and Properties - The company has successfully rented out all investment properties in Yichang, providing stable rental income and cash flow [7]. - The group’s investment properties were valued at HKD 199,610,000 as of December 31, 2023, with a fair value loss of HKD 3,459,000 recorded in the consolidated income statement [180]. - The company has no significant investments or major investment plans for the year ended December 31, 2023 [32]. Shareholder and Dividend Information - The company reported no dividends for the year ended December 31, 2023 [57]. - The company has no retained earnings available for distribution to shareholders as of December 31, 2023, but has a share premium account of HKD 714,488,000 available for distribution after solvency tests [60]. - The board does not recommend the payment of a final dividend for the year ending December 31, 2023 [67]. - The company has adopted a dividend policy that allows for the distribution of dividends in cash or shares, ensuring continuity, stability, and sustainability [65]. Corporate Governance - The company has complied with all principles and code provisions of the GEM Listing Rules, except for the separation of roles between the Chairman and CEO, as there is currently no CEO position [38]. - The board of directors includes both executive and independent non-executive members, with two independent directors having served over 9 years but still deemed independent [71][77]. - The company emphasizes the importance of maintaining the independence of its non-executive directors as per GEM listing rules [77]. - The board is committed to compliance with GEM listing rules and applicable laws, regularly reviewing governance policies and procedures [140]. - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM listing rules [123]. Risk Management and Internal Controls - The company has established a robust internal control system to safeguard assets and ensure reliable financial reporting in compliance with GEM listing rules [158]. - The risk management and internal control system aims to manage risks rather than eliminate them, providing reasonable assurance regarding the achievement of business objectives [159]. - The internal audit team identified several internal control weaknesses and risks, but none were deemed significant, indicating effective risk management and internal control systems [163]. - The board believes that the risk management and internal control systems are effective and adequately resourced, with no major deficiencies found after implementing improvement recommendations [166]. Employee and Compensation Information - The total employee compensation for the year was approximately HKD 21,038,000, with 9 full-time employees in Hong Kong and 169 in China [33]. - The company has maintained a competitive compensation package to attract and motivate employees, including stock options for outstanding performers [111]. - The remuneration committee, composed solely of independent non-executive directors, held one meeting in 2023 to review executive compensation packages [143]. Audit and Financial Reporting - The audit committee held four meetings during the review year and reviewed the group's financial reporting system and internal control procedures [148]. - The external auditor's fees for audit services amounted to approximately HKD 1,280,000 for the year ended December 31, 2023, consistent with the previous year [157]. - The company is responsible for preparing financial statements that are free from material misstatement due to fraud or error, and for assessing its ability to continue as a going concern [194]. - The audit team assessed the qualifications and objectivity of the independent valuation experts involved in the impairment assessments [187]. Environmental and Social Responsibility - The company is committed to environmental sustainability and adheres to environmental laws and regulations [109]. - The company has adopted a whistleblowing policy to encourage employees and stakeholders to report any serious concerns regarding fraud or misconduct [165].
中国基础能源(08117) - 2023 - 年度财报