Financial Performance - The company's revenue decreased by approximately 54.5% from about HKD 140.1 million for the year ended December 31, 2022, to about HKD 63.8 million for the year ended December 31, 2023, primarily due to poor performance in the design and renovation business [13]. - The annual loss for the year ended December 31, 2023, was approximately HKD 17.6 million, compared to a loss of about HKD 20.8 million for the year ended December 31, 2022 [19]. - The company's cash and cash equivalents increased by approximately 114.8% to about HKD 26.2 million as of December 31, 2023, compared to HKD 12.2 million as of December 31, 2022 [23]. - The total sales and administrative expenses increased to approximately HKD 34.1 million for the year ended December 31, 2023, from HKD 31.5 million in the previous year, mainly due to equity-settled share-based payments of about HKD 4.2 million [18]. - The company's equity attributable to owners was approximately HKD 36.03 million as of December 31, 2023, unchanged from the previous year [22]. - The securities investment business did not generate any realized income for the year ended December 31, 2023 [14]. - The design and renovation business remains the primary revenue source for the company, contributing 100% of the total revenue for the year ended December 31, 2023 [16]. - The debt-to-asset ratio as of December 31, 2023, is approximately 64.5%, up from 30.2% on December 31, 2022, primarily due to the issuance of bonds and convertible bonds during the year [24]. Business Strategy and Operations - The company aims to strengthen its customer base in the design and renovation business and will actively seek new orders and clients despite economic uncertainties [11]. - The group generates revenue primarily from two business segments: design and renovation services, and securities investment in Hong Kong-listed equity securities [71]. - The group has maintained strong relationships with clients, including corporate employers and residential property owners, to ensure repeat business and referrals [77]. - The group emphasizes the importance of maintaining good relationships with suppliers to ensure efficient and high-quality completion of renovation projects [78]. - The group values its employees as its most valuable asset and provides a harmonious professional work environment to foster creativity in interior design projects [79]. - The group has allocated sufficient resources and training to ensure compliance with applicable laws and regulations, with no significant violations reported during the year [75]. Corporate Governance - The independent auditor has issued a qualified opinion on the consolidated financial statements for the year ending December 31, 2023, due to the liquidation of a former subsidiary [39]. - The company has received a qualified opinion from auditors regarding the consolidated financial statements for the year ending December 31, 2023, specifically related to the cessation of consolidation for ACE, with an estimated revenue impact of approximately HKD 5,293,000 [40]. - The audit committee has reviewed the details surrounding the qualified opinion and agrees with the management's position and basis regarding the cessation of consolidation [42]. - The company has obtained liability insurance for its directors and senior officers during the year [105]. - The board consists of six directors, including three executive directors and three independent non-executive directors [129]. - The company has maintained a public float of at least 25% of its issued shares in compliance with GEM listing rules [121]. - The company has adhered to all corporate governance codes as outlined in GEM listing rules Appendix 15 [128]. - The remuneration of directors is determined based on recommendations from the remuneration committee and the company's performance [109]. - The company has established a nomination policy to ensure that appointed directors possess relevant business, financial, and management skills [164]. Risk Management - The company faced significant risks including reliance on management performance and supplier reliability, which could impact financial performance [86]. - The board has established a risk management culture and appetite, regularly assessing and monitoring the risk levels undertaken by the group [188]. - The group conducts annual risk assessments to identify potential strategic, operational, financial, and compliance risks, analyzing and ranking them based on likelihood and impact [190]. - The audit committee assists the board in managing and overseeing the risk management and internal control systems, with independent professional advisors conducting annual reviews [189]. - The board confirmed the effectiveness of the risk management and internal control systems as of December 31, 2023, meeting the requirements of the GEM listing rules [191]. Shareholder Information - The company did not recommend a final dividend for the year, consistent with the previous year where no dividend was paid [83]. - The company reported a total reserve available for distribution of zero HKD as of December 31, 2023, unchanged from the previous year [91]. - Major shareholders accounted for 29.1% of total purchases, with the largest supplier contributing 9.5% [94]. - Major customers represented 39.1% of total sales, with the largest customer contributing 11.5% [94]. - The company made charitable donations totaling 10,000 HKD during the year, a decrease from 17,000 HKD in the previous year [92]. Board Activities - The company held a total of 15 board meetings during the year ending December 31, 2023 [138]. - All independent non-executive directors confirmed their independence status throughout the year [133]. - The Audit Committee held five meetings during the year to review the company's annual, interim, and quarterly reports, providing recommendations for board approval [154]. - The Remuneration Committee reviewed and approved the remuneration policies for executive directors and senior management, ensuring transparency in the process [158]. - The Nomination Committee conducted a review of the current board structure and diversity policy, assessing the independence of non-executive directors [162]. Compliance and Training - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM Listing Rules [148]. - All directors participated in continuous professional development through seminars and internal briefings to enhance their understanding of responsibilities [151]. - The company secretary has completed over 15 hours of professional training to update skills and knowledge in compliance with corporate governance codes [197]. - The company ensures that all directors receive appropriate training upon their appointment to understand the business and regulatory obligations [149].
利骏集团香港(08360) - 2023 - 年度财报