Financial Performance - For the year ended December 31, 2023, the Group recorded total revenue of approximately HK$24,493,000, representing an increase of approximately HK$3,057,000 or 14.3% compared to HK$21,436,000 in 2022[17]. - The increase in revenue was primarily attributed to the Software Platform Business, which generated segment revenue of approximately HK$24,493,000, an increase of approximately HK$3,057,000 from the previous year[18]. - The cost of sales for the Group amounted to approximately HK$8,851,000, reflecting an increase of approximately HK$115,000 or 1.3% from HK$8,736,000 in 2022[20]. - Gross profit for the year increased by approximately HK$2,942,000 or 23.2% to approximately HK$15,642,000, up from approximately HK$12,700,000 in 2022[21]. - The Group's financial performance reflects a positive trend in revenue growth and gross profit despite challenges in the Mobile Games and Applications segment[21]. - The overall financial results indicate a strengthening position for the Group in its core business areas[17]. - The Software Platform Business achieved a segment revenue increase of approximately 14.3% for the year, accounting for 100% of the Group's total revenue[38]. - The consolidated net loss attributable to owners of the Company from continuing operations was approximately HK$11,591,000, an improvement from approximately HK$21,945,000 in 2022[29]. - The discontinued Money Lending Business generated a profit of approximately HK$3,049,000 for the year, compared to a profit of approximately HK$76,000 in 2022, mainly due to the gain on disposal of subsidiaries[28]. Expenses and Costs - Administrative and other operating expenses increased by approximately HK$6,640,000 or 38.3% to approximately HK$23,998,000, primarily due to increased staff costs and professional fees[26]. - Finance costs rose to approximately HK$890,000 for the year, compared to approximately HK$274,000 in 2022, mainly due to increased interest on borrowing[27]. - Employee costs, including directors' remuneration, rose to approximately HK$18,074,000 in 2023 from approximately HK$17,438,000 in 2022, reflecting an increase in workforce and compensation[71]. Business Strategy - The Group's strategy includes a focus on developing and marketing patented server-based technology and providing communications software platform services[17]. - The Group's strategy focuses on expanding in high-growth sectors while maintaining presence in slower-growth areas in the post-pandemic landscape[46]. - The Group's strategy focuses on expanding high-growth areas while maintaining operations in slower growth sectors to adapt to post-pandemic challenges[49]. - The newly launched advertising e-commerce platform aims to enhance SMEs' advertising efficiency and reduce marketing costs through targeted advertising and analytics[51]. Assets and Liabilities - As of December 31, 2023, the Group's cash and cash equivalents were approximately HK$3,198,000, down from approximately HK$4,445,000 in 2022[52]. - The Group's total assets were approximately HK$8,703,000, a decrease from approximately HK$19,570,000 in 2022, while total liabilities were approximately HK$13,264,000, down from approximately HK$14,796,000[53]. - The gearing ratio increased to approximately 152.4% in 2023 from approximately 75.6% in 2022, indicating a significant rise in financial leverage[53]. - The current ratio decreased to approximately 0.73 in 2023 from approximately 0.86 in 2022, indicating a decline in short-term liquidity[53]. - The Group had no significant contingent liabilities as of December 31, 2023, indicating a stable risk profile[65]. Corporate Governance - The Company has adopted a Securities Dealing Code for Directors, ensuring compliance with GEM Listing Rules, with no incidents of non-compliance reported[77]. - The Board comprises seven Directors, including three executive Directors and three independent non-executive Directors, ensuring a balanced composition for effective independent judgment[94]. - The Company has complied with the Corporate Governance Code throughout the reporting period, except for provision A.2.1 regarding the separation of roles between the Chairman and CEO[79]. - The roles of Chairman and CEO are currently shared among executive Directors, with the Board believing this arrangement maintains a balance of power and allows for prompt decision-making[86]. - The Group is committed to improving operational efficiency and strengthening risk control measures, which are seen as core competitiveness and investment highlights[93]. - The Board regularly reviews the contributions of Directors to ensure they are fulfilling their responsibilities adequately[87]. - The Company emphasizes the importance of good corporate governance standards to safeguard shareholder interests and enhance corporate value[76]. - The Company currently does not have a CEO; the role is shared among executive directors who manage business operations collectively[102]. - The Company has mechanisms in place to ensure independent views are available to the Board, including access to external professional advice and full attendance of all INEDs at meetings[109]. - All INEDs have confirmed their independence annually, in compliance with GEM Listing Rules[108]. - The Board is responsible for overseeing the Company's operational and financial performance, ensuring sound internal control and risk management systems[119]. - Directors are required to disclose details of other offices held, ensuring transparency in governance[121]. - The Company has arranged insurance coverage for Directors and senior management against legal actions arising from corporate activities, which is reviewed annually[126]. - Each Director has entered into service agreements or appointment letters for a term of three years, subject to renewal[111]. - The Board reviews the effectiveness of its governance mechanisms annually[114]. - The Company ensures that all Directors are updated on regulatory developments and market changes to enhance their governance practices[129]. Committees and Meetings - The Audit Committee held four meetings during the Reporting Period, with full attendance from all three Independent Non-Executive Directors[140]. - The Audit Committee reviewed financial reporting matters including quarterly, interim, and annual results, ensuring compliance with accounting standards and GEM Listing Rules[143]. - The Remuneration Committee is responsible for recommending remuneration packages for Directors and senior management, considering market conditions and individual responsibilities[146]. - Directors' emoluments for the year ended December 31, 2023, are detailed in note 8 of the consolidated financial statements[147]. - The Company has implemented a corporate governance structure with three committees: Audit, Remuneration, and Nomination, to oversee various management functions[133]. - The Audit Committee is tasked with evaluating the effectiveness of internal control and risk management systems, ensuring the accuracy and fairness of financial statements[134]. - All Directors confirmed compliance with the continuous professional development code provision C.1.4 during the Reporting Period[131]. - The Audit Committee's terms of reference align with the CG Code and are available on the Company's and Stock Exchange's websites[145]. - The Remuneration Committee comprises three Independent Non-Executive Directors, chaired by Mr. Tai Chin Ho[148]. - The Company encourages all Directors to participate in relevant training courses at its expense to enhance their knowledge and skills[130]. - The Remuneration Committee held one meeting during the year ended December 31, 2023, with full attendance from all members[153]. - The Nomination Committee also conducted one meeting in the same period, with all members present[162]. - The Nomination Committee reviewed the structure, size, and composition of the Board, assessing the independence of Independent Non-Executive Directors (INEDs) and making recommendations for the re-election of retiring Directors[164]. - The Board Diversity Policy was adopted on September 1, 2013, focusing on diversity in gender, age, ethnicity, knowledge, and length of service[173]. - The Nomination Committee evaluates candidates based on character, integrity, qualifications, skills, knowledge, experience, independence, and diversity[166]. - The Company emphasizes meritocracy in Board appointments, ensuring that diversity benefits are considered[174]. - The Nomination Committee monitors the implementation of the Board Diversity Policy annually[176]. - The Remuneration Committee reviewed the remuneration policy and packages for all Directors during 2023[156]. - No material matters related to share schemes under Chapter 23 of the GEM Listing Rules were reviewed or approved by the Remuneration Committee during the reporting period[157]. - The Nomination Committee will regularly review the Nomination Policy or as necessary[168]. Dividend Policy - The Company has established a continuity-based dividend policy aimed at allowing shareholders to participate in profits while retaining adequate reserves for future growth[192]. - The Board will consider operating results, expected financial performance, retained earnings, and other factors when proposing dividends[193]. - The Group's debt to equity ratios and liquidity position are considered in the dividend decision-making process[193]. - The Board will review and update the Dividend Policy as deemed necessary[194]. Risk Management - The Board is responsible for evaluating and determining the nature and extent of risks in achieving strategic objectives, ensuring effective risk management and internal control systems[196]. - The Company aims to safeguard shareholder interests and Group assets through its risk management systems[200].
悟喜生活(08148) - 2023 - 年度财报