Financial Performance - For the year ended December 31, 2022, the Group recorded total revenue of approximately HK$21,436,000, representing an increase of approximately HK$1,178,000 or 5.8% compared to HK$20,258,000 in 2021[17]. - The increase in revenue was primarily attributed to the Software Platform Business, which saw a segment revenue increase of approximately HK$1,223,000, reaching approximately HK$21,436,000 for the year[18]. - The Mobile Games and Applications Business reported nil revenue for the year, down from approximately HK$45,000 in 2021, due to the obsolescence of current mobile games and a reassessment of the Group's strategy[19]. - The cost of sales for the year amounted to approximately HK$8,677,000, a decrease of approximately 27.0% from HK$11,889,000 in 2021, as the Group engaged fewer subcontractors and redirected more staff to research and development[20]. - Gross profit increased by approximately 52.5% to approximately HK$12,759,000, up from approximately HK$8,369,000 in 2021[23][28]. - The consolidated net loss attributable to owners from continuing operations was approximately HK$21,299,000, compared to approximately HK$6,328,000 in 2021, mainly due to an impairment loss on goodwill of approximately HK$18,508,000[27][32]. - The profit from discontinued operations was approximately HK$76,000, a significant improvement from a loss of approximately HK$77,009,000 in 2021, due to efforts to recover outstanding loans[26][31]. Expenses and Costs - Administrative and other operating expenses decreased significantly to approximately HK$16,666,000 from approximately HK$28,315,000 in 2021, mainly due to a reduction in depreciation of property, plant, and equipment[24][29]. - Finance costs decreased to approximately HK$274,000 from approximately HK$1,456,000 in 2021, primarily due to the repayment of several bank borrowings[25][30]. - Employee costs for the year ended December 31, 2022, were approximately HK$16,687,000, slightly down from approximately HK$16,791,000 in 2021, with 52 employees as of the reporting date[70][72]. Assets and Liabilities - As of December 31, 2022, the Group's cash and cash equivalents were approximately HK$4,445,000, an increase from approximately HK$3,791,000 in 2021[52][55]. - The Group's total assets were approximately HK$19,570,000, down from approximately HK$35,678,000 in 2021, while total liabilities increased to approximately HK$13,945,000 from approximately HK$8,796,000[53][56]. - The gearing ratio as of December 31, 2022, was approximately 71.3%, significantly higher than 24.7% in 2021, indicating increased financial leverage[53][56]. - The current ratio as of December 31, 2022, was approximately 0.86, down from approximately 1.68 in 2021, indicating potential liquidity concerns[53][56]. Business Strategy and Market Trends - The Group continues to focus on two principal businesses: Software Platform Business and Mobile Games and Applications Business[35][40]. - The COVID-19 pandemic has delayed revenue recognition for ongoing projects by an estimated 3 to 4 months on average due to quarantine measures and limited human resources[36][37]. - The increasing adoption of IT solutions among SMEs in Hong Kong is expected to drive market growth, with a focus on ERP and CRM solutions[44]. - The adoption of Big Data solutions is a key trend contributing to market growth, as enterprises seek to optimize production and improve decision-making[45]. Corporate Governance - The company does not have a Chairman during the Reporting Period, and the company secretary reported to the executive Directors since April 1, 2020, following the resignation of the previous CEO[85]. - The Board comprises six Directors, including two executive Directors, one non-executive Director, and three independent non-executive Directors, ensuring a balanced composition for effective independent judgment[95]. - The company has adopted anti-corruption and whistleblowing policies to uphold business integrity and provide forums for reporting misconduct[93]. - The Board recognizes the importance of regular performance evaluations and is satisfied with its composition and effectiveness[89]. - The company is committed to improving operational efficiency and strengthening risk control measures as core competitiveness[94]. - The company has not identified any violations of the securities trading code by its Directors or employees[81]. - The company will arrange for new appointments of the Chairman and CEO when deemed appropriate[104]. - The company has three independent non-executive Directors, with at least one possessing appropriate professional accounting expertise[106]. - The Board will continue to review and monitor its corporate governance practices to ensure compliance with the CG Code[87]. - The company emphasizes the importance of a healthy corporate culture for achieving sustainable long-term success[94]. Board and Director Responsibilities - The Board is collectively responsible for directing and supervising the Company's affairs, ensuring effective internal control and risk management systems[120]. - The Company has established insurance coverage for directors and senior management against legal actions arising from corporate activities, reviewed annually[127]. - Continuous professional development is emphasized for all directors to keep them informed of regulatory changes and business developments[130]. - Newly appointed directors receive comprehensive induction to understand the Company's operations and their responsibilities under GEM Listing Rules[129]. - The Audit Committee reviewed quarterly, interim, and annual financial reports, ensuring completeness, accuracy, and fairness of financial statements[137]. - The Audit Committee held four meetings during the reporting period, with full attendance from all members[144]. - The Remuneration Committee is responsible for recommending remuneration packages for Directors and senior management, considering market conditions and individual responsibilities[148]. - Directors' emoluments for the year ended December 31, 2022, are detailed in note 8 of the consolidated financial statements[149]. - The Audit Committee oversees the relationship with external auditors and evaluates the effectiveness of internal control and risk management systems[136]. - The Company has adopted the corporate governance code provisions regarding the structure and responsibilities of the Audit and Remuneration Committees[147]. - The Audit Committee comprises three Independent Non-Executive Directors (INEDs), chaired by Mr. Tai Man Tai[142]. - The Company provides training and development opportunities for Directors to enhance their knowledge and skills in corporate governance[133]. - The Audit Committee's terms of reference align with the Corporate Governance Code and are available on the Company's and Stock Exchange's websites[147]. - The Company encourages all Directors to participate in relevant training courses, with costs covered by the Company[133]. - The Remuneration Committee held one meeting during the year ended December 31, 2022, with full attendance from all members[158]. - The Nomination Committee also conducted one meeting in the same period, with all members present[164]. - The Nomination Committee reviewed the Board's structure, size, and composition, assessing the independence of Independent Non-Executive Directors (INEDs) and making recommendations for re-election of retiring Directors[167]. - The Company adopted a Board Diversity Policy on September 1, 2013, focusing on diversity in gender, age, ethnicity, knowledge, and length of service[175]. - The Nomination Committee monitors the implementation of the Board Diversity Policy annually, ensuring a diverse Board composition[178]. - The Nomination Policy was adopted in February 2019, outlining the criteria for selecting candidates based on character, integrity, qualifications, and diversity[168]. - The Company emphasizes meritocracy in Board appointments, considering candidates' contributions and diversity perspectives[176]. - The Remuneration Committee reviewed the remuneration policy and packages for all Directors during 2022[158]. - No material matters related to share schemes were reviewed or approved by the Remuneration Committee during the reporting period[159]. - The Nomination Committee will regularly review the Nomination Policy or as necessary[170]. - The Nomination Committee has reviewed and confirmed the effectiveness of the Board Diversity Policy, indicating that the Group has achieved its diversity goals[184]. - The Board held a total of 4 meetings during the reporting period, with active participation from the majority of Directors[187]. Dividend Policy - The Company follows a continuity-based dividend policy aimed at allowing shareholders to participate in profits while retaining adequate reserves for future growth[195]. - In determining dividend proposals, the Board considers operating results, expected financial performance, retained earnings, and the Group's debt to equity ratios[196]. - The Board will review and update the Dividend Policy as necessary to reflect the Company's financial situation and strategic goals[197]. Compliance and Risk Management - The Group's compliance with legal and regulatory requirements is regularly reviewed as part of its corporate governance practices[186]. - The Board is responsible for evaluating risks associated with achieving strategic objectives and ensuring effective risk management and internal control systems are in place[199]. - The Group has established anti-corruption and whistleblowing policies to support compliance with laws and regulations, allowing confidential reporting of concerns[198].
悟喜生活(08148) - 2022 - 年度财报