Financial Performance - The company recorded a profit attributable to equity holders of HKD 49,000,000 for the year ended December 31, 2023, compared to HKD 12,300,000 in 2022, representing a significant increase[103]. - The profit for 2023 includes dividend income of approximately HKD 67,100,000 from Shanghai Commercial Bank, net gains of HKD 35,700,000 from financial assets, and a loss of HKD 75,500,000 from the fair value changes of investment properties[103]. - Excluding the net impact of fair value revaluation of investment properties, the profit attributable to equity holders would have been HKD 124,500,000, up from HKD 24,700,000 in 2022[103]. - Earnings per share for 2023 was HKD 1.44, compared to HKD 0.36 in 2022; excluding the fair value revaluation impact, earnings per share would be HKD 3.67, up from HKD 0.73 in 2022[103]. - The company's net asset value per share increased from HKD 149.12 as of December 31, 2022, to HKD 153.36 as of December 31, 2023[103]. - The total dividend distribution for the year is approximately HKD 44,200,000, with a final dividend of HKD 0.70 per share and a special dividend of HKD 0.60 per share, compared to HKD 34,000,000 in 2022[114]. - The company's revenue for the year 2023 was HKD 160,344,000, which serves as the basis for calculating energy, electricity, greenhouse gas, water, and waste density[185]. Corporate Governance - The board of directors held four meetings and one annual general meeting in 2023, with attendance rates for executive directors at 100% and independent non-executive directors averaging 67%[58]. - The audit committee reviewed the 2022 annual report and accounts, as well as the 2023 interim report and accounts, ensuring compliance and discussing financial reporting with external auditors[73]. - The company has a remuneration committee chaired by an independent non-executive director, with a 100% attendance rate for its members in the latest meetings[63]. - The board consists of over one-third independent non-executive directors, ensuring compliance with independence requirements set by the listing rules[55]. - Independent non-executive directors who have served for over nine years must be re-elected by shareholders, ensuring ongoing independence and objectivity[66]. - The board is satisfied with the effectiveness of the internal control system, ensuring reasonable assurance against significant misstatements or losses[78]. - The company revised its articles of association to align with listing rules and Bermuda applicable laws, approved by shareholders at the annual general meeting[101]. - The board leadership will transition on January 1, 2024, with a new chairman appointed to enhance governance[63]. Risk Management and Compliance - The board is responsible for overseeing the maintenance of effective risk management and internal control systems to protect the company's assets and shareholders' interests[95]. - The audit committee held two meetings in 2023 to review and monitor the financial reporting system and risk management[88]. - The company has established an insider information disclosure policy to ensure compliance with listing rules and regulations[79]. - The company has implemented an anti-corruption policy to promote a culture of integrity and compliance among employees, strictly prohibiting bribery and corruption[76]. - The company encourages employees and third parties to report any misconduct or fraud confidentially and anonymously[90]. - The company has established a complaint handling mechanism for its rental properties to collect and resolve customer issues[195]. Environmental, Social, and Governance (ESG) Initiatives - The board conducts annual assessments of the company's overall ESG performance and related climate issues[97]. - The company has set directional environmental goals to reduce carbon emissions in line with the Hong Kong government's carbon neutrality target by 2050[97]. - The company achieved a 34.0% reduction in energy consumption index as per the energy audit conducted by the Electrical and Mechanical Services Department[148]. - The company has implemented advanced lighting management systems with automatic timing controls to reduce energy consumption[148]. - The company has received ISO 14001 certification for its comprehensive ESG management system policy statement[148]. - The company is committed to sustainable business practices and has not encountered any violations related to gas emissions, wastewater discharge, or waste generation during the year[146]. - The company is focused on addressing emerging climate-related risks and developing mitigation and adaptation action plans[150]. - The company has invested in energy-saving initiatives, including replacing traditional fluorescent lights with energy-efficient LED lights[148]. - The company conducts annual high-level risk assessments to identify corporate risks, including ESG-related issues[155]. - The company aims to maintain open and transparent communication with stakeholders to understand their expectations and address their concerns[156]. - The company is committed to reducing water consumption and regularly conducts building water usage assessments to prevent unnecessary leaks[181]. - The company has implemented emergency plans to address climate disasters, ensuring clear guidelines for relevant departments and property management teams[178]. - The company prioritizes sustainable procurement by evaluating suppliers' compliance with social standards and environmental performance[194]. - The company aims to incorporate environmental factors into its procurement process, prioritizing eco-friendly materials and suppliers[194]. Employee and Director Development - The company emphasizes continuous professional development for all directors to stay informed about updates to listing rules and corporate governance codes[60]. - The company secretary has completed no less than 15 hours of relevant professional training as of December 31, 2023[98]. - The company provides diverse internal and external training courses for management to keep up with the latest market knowledge[191]. - The company plans to invite representatives from the Independent Commission Against Corruption for regular employee training to enhance awareness of anti-corruption practices[145]. Supplier and Customer Relations - The largest supplier accounted for 68% of the total purchases, while the top five suppliers collectively represented 90% of the total purchases, indicating a high concentration of supplier dependency[48]. - The nomination committee has established diversity policies to evaluate the suitability of proposed candidates based on various criteria[85]. - There were no complaints regarding privacy breaches or personal data loss reported during the year[196]. - The company is committed to safeguarding customer privacy and handling personal data with strict confidentiality[196]. - The company has a zero-tolerance policy for child labor and forced labor, ensuring strict measures are in place to prevent such violations[192].
NANYANG HOLD(00212) - 2023 - 年度财报