Corporate Governance - The Nomination Committee was established on March 21, 2012, to assist the Board in the appointment of Board members[1]. - The Nomination Committee comprises three members, including two independent non-executive directors and one executive director, with Mr. Lam Tin Faat serving as the chairman[2]. - The Committee reviewed the existing Board's structure, size, and composition, and assessed the independence of the independent non-executive directors during the year[3]. - The Board consists of six directors, with three being independent non-executive directors, promoting critical review and control of the management process[11]. - The Company has adopted a Board diversity policy, considering factors such as age, cultural background, and professional experience to enhance performance quality[8]. - The Company Secretary facilitates communication between the Board and management, ensuring governance matters are addressed[12]. - The Group is committed to enhancing governance and fulfilling social responsibility to achieve sustainable growth[66]. - The Group has established multiple communication channels with shareholders, including annual reports and meetings[53]. - The company has established good corporate governance practices, detailed in the Corporate Governance Report on pages 11 to 23[162]. - The company is committed to maintaining adequate public float and corporate governance standards[157]. Financial Performance - For the year ended December 31, 2022, the auditors provided annual audit services for HK$900,000, an increase from HK$860,000 in 2021[24]. - The Group's financial performance and position as of December 31, 2022, are detailed in the consolidated financial statements on pages 43 to 145[72]. - The Group does not recommend payment of any dividend for the year ended December 31, 2022, consistent with the previous year[64]. - No dividends were recommended for the year ended December 31, 2022, consistent with the previous year[72]. - As of December 31, 2022, the Company had no distributable reserves[83]. - There were no movements in the Company's share capital during the year ended December 31, 2022[85]. Internal Control and Risk Management - The Group's internal control system is designed to manage risk rather than eliminate it, providing reasonable assurance against material misstatement or loss[31]. - The Audit Committee is satisfied with the effectiveness of the internal control system based on assessments made by the Board and senior management[30]. - The Group's internal control and accounting systems are designed to provide reasonable assurance that material assets are protected and business risks are identified and monitored[35]. - The Group's risk management and internal control systems are continuously reviewed for effectiveness[36]. - The Group's ongoing process for identifying and managing significant risks is in place[36]. Shareholder Information - The 2023 Annual General Meeting is scheduled for June 20, 2023, with further information to be dispatched to shareholders[44]. - At least 25% of the Company's total issued share capital was held by the public as of the date of the annual report[142]. - The interests and short positions of Directors and the Chief Executive Officer in the Company's shares as of December 31, 2022, are recorded in the register maintained by the Company[108]. - Ms. Li Xia holds 804,159,697 shares, representing 41.29% of the issued share capital of the Company[110]. - Mr. Chen Yin holds 149,455,740 shares, representing 7.67% of the issued share capital of the Company[110]. - CK Hutchison is deemed to be interested in a total of 143,233,151 shares, representing 7.35% of the issued share capital of the Company[117]. - The aggregate turnover from the Group's five largest customers accounted for approximately 58% of the total turnover, with the largest customer contributing about 22%[125]. - The Group's five largest suppliers accounted for approximately 100% of total purchases, with the largest supplier representing about 69% of total purchases[125]. Audit and Remuneration Committees - The Audit Committee met quarterly during the year ended December 31, 2022, to review financial reporting and internal control procedures[141]. - The Audit Committee reviewed the unaudited quarterly and interim results and audited annual results for the year ended December 31, 2022, ensuring compliance with applicable accounting standards[174]. - The Audit Committee recommended the re-appointment of Grant Thornton Hong Kong Limited as the auditor, subject to shareholder approval at the annual general meeting[176]. - The Remuneration Committee reviews the Group's remuneration policy based on operating results and market practices[97]. - The Remuneration Committee reviewed and recommended remuneration packages for executive directors and senior management during the year[181]. Credit Risk Management - The company has a contract asset recognized when revenue is recognized before unconditional entitlement to consideration, assessed for expected credit loss (ECL) based on shared credit risk characteristics[182]. - The Group measures the loss allowance for other receivables equal to 12-month ECL unless there is a significant increase in credit risk, in which case lifetime ECL is recognized[183]. - The Group presumes that credit risk has increased significantly when contractual payments are more than 30 days past due, unless there is reasonable evidence to the contrary[194]. - A debt instrument is considered to have low credit risk if it has a low risk of default and the borrower has a strong capacity to meet its contractual cash flow obligations in the near term[194]. - The Group assesses whether credit risk has increased significantly by comparing the risk of default at the reporting date with the risk at initial recognition, considering both quantitative and qualitative information[189]. - Significant deterioration in external market indicators, such as credit spreads and credit default swap prices, is taken into account when assessing credit risk[189]. - The Group considers an event of default to occur when the debtor is unlikely to pay its creditors in full or when financial assets are 90 days past due[195]. - Detailed analysis of expected credit loss assessments for trade receivables, contract assets, and other financial assets is provided in note 35.4 of the financial statements[195]. Inventory Management - Inventory is recorded at the lower of cost and net realizable value, using the first-in, first-out method[199].
御德国际控股(08048) - 2022 - 年度财报