Corporate Governance - The company appointed Mr. Yan Zijie as the chairman on September 4, 2023, and Mr. Yan Yulin will become an executive director on February 1, 2024[1]. - The company held nine board meetings during the year, with all executive directors attending all meetings[12]. - The Audit Committee, consisting of three independent non-executive directors, held four meetings to review the financial reports and internal controls for the year ending December 31, 2023[14]. - The Remuneration Committee held two meetings to discuss the remuneration policies for directors and senior management[17]. - The company confirmed the independence of all independent non-executive directors in accordance with GEM Listing Rules[11]. - The company’s chairman and CEO roles are separated, with Mr. Yan Zijie responsible for corporate strategy and overall direction[5][6]. - The company’s board members have established service contracts with varying start dates, ensuring continuity in governance[7]. - The company’s independent non-executive directors have confirmed their independence and compliance with the relevant guidelines[11]. - The Nomination Committee was established on December 23, 2015, consisting of one executive director and two independent non-executive directors[19]. - The Nomination Committee held two meetings this year to review and discuss the composition of the board and to identify suitable candidates for appointment[20]. - The board has adopted a diversity policy considering factors such as gender, age, cultural and educational background, race, professional experience, skills, knowledge, and tenure[23]. - The board believes that the risk management and internal control systems are effective and adequate, with no significant issues reported during the review period[27]. - The company has a policy to ensure timely disclosure of inside information to the public, adhering to the Securities and Futures Ordinance and GEM Listing Rules[33]. - Shareholders holding at least 10% of the voting rights can request a special general meeting, with specific procedures outlined for submission[34]. - The company emphasizes effective communication with shareholders through annual reports, press releases, and its website[36]. - The board members' attendance record for meetings shows full participation, with all members attending 2 out of 2 meetings[21]. - The company is committed to maintaining a balanced skill set and diverse perspectives on the board to meet business requirements[23]. - The board has ensured that there are sufficient qualified staff and resources in accounting, internal audit, and financial reporting functions[27]. - The board consists of eight members, with three being independent non-executive directors, promoting critical review and monitoring of management processes[76]. - The company has established a compliance framework to adhere to legal and regulatory requirements, including GEM listing rules[71]. - The board has achieved measurable targets for diversity, ensuring at least one-third of its members are independent non-executive directors[77]. - The company’s organizational articles do not include provisions for preemptive rights for existing shareholders[106]. - The board consists of eight directors, including executive directors and non-executive directors[200]. - Dr. Yan Yulin and Mr. Yan Ziyu are among the executive directors, with Mr. Yan Ziyu appointed on February 1, 2024[200]. - Mr. Zhang Weihua served as the CEO until his resignation on September 4, 2023[200]. - Mr. Wei Wei is set to resign on January 31, 2024[200]. Financial Performance - The company’s revenue for 2023 was HKD 1,202,816,000, a decrease of 30.6% compared to HKD 1,732,213,000 in 2022[117]. - The company achieved a profit attributable to shareholders of HKD 3,942,000 in 2023, recovering from a loss of HKD 68,545,000 in the previous year[117]. - The MID segment, including tablets and smart home audio products, generated the highest revenue, but sales of traditional tablet panels and chips declined due to low consumer spending[122]. - The automotive infotainment system business faced a decline in demand due to the rise of electric vehicles and falling car prices[123]. - The company plans to expand revenue sources and diversify products in response to the uncertain global business environment in 2024[128]. - Ongoing product development includes AI-related products, with expectations for stable growth in the MID business in 2024[129]. - The company raised approximately HKD 36,700,000 from a rights issue, with HKD 32,000,000 already utilized for various purposes, including repaying bank loans and R&D[130][131]. - The overall demand for video camera products has stabilized despite a decline in the market, due to increased customer specifications[124]. - The company’s wireless networking and Bluetooth solutions have performed well in the smart home market, driven by rising demand[125]. - For the fiscal year ending December 31, 2023, the company reported sales revenue of HKD 1,202,816,000, a decrease of 30.6% compared to HKD 1,732,213,000 in 2022[141]. - Gross profit for the same period was HKD 44,198,000, a significant increase of 287.7% from a gross loss of HKD 23,553,000 in the previous year, resulting in a gross margin of 3.7%[142]. - The company's operating costs decreased by 8.3% to HKD 34,395,000 from HKD 37,499,000 in 2022[143]. - The profit attributable to the owners of the company was HKD 3,942,000, a turnaround from a loss of HKD 68,545,000 in 2022, representing an increase of 105.8%[144]. - The company reported a total comprehensive income of HKD 5,336,000 for 2023, compared to a comprehensive loss of HKD 76,282,000 in 2022[180]. - Basic and diluted earnings per share for 2023 were HKD 0.50, recovering from a loss per share of HKD 9.83 in 2022[180]. - Total assets as of December 31, 2023, were HKD 69,282,000, up from HKD 27,203,000 in 2022, reflecting a strong growth in asset base[182]. - The company's total liabilities decreased to HKD 246,798,000 in 2023 from HKD 385,870,000 in 2022, indicating improved financial health[182]. - The company’s equity increased to HKD 69,282,000 in 2023, compared to HKD 27,203,000 in 2022, demonstrating strong capital growth[182]. - The company reported a pre-tax profit of HKD 3,980,000 for the year ending December 31, 2023, compared to a loss of HKD 68,402,000 in 2022[188]. - Operating cash flow before changes in working capital was HKD 18,671,000, a significant improvement from a negative HKD 13,824,000 in the previous year[188]. - The net cash generated from operating activities was HKD 43,458,000, down from HKD 95,052,000 in the previous year[188]. - The company incurred financing costs of HKD 8,285,000, an increase from HKD 7,730,000 in 2022[188]. - The company recorded a decrease in expected credit loss impairment of HKD 116,000, compared to an impairment of HKD 387,000 in the previous year[188]. - The company reported a decrease in trade and other payables by HKD 26,246,000 and contract liabilities by HKD 7,546,000, compared to a decrease of HKD 178,405,000 and HKD 911,000 in 2022, respectively[188]. - The company’s depreciation of property, plant, and equipment was HKD 616,000, down from HKD 815,000 in the previous year[188]. - The company’s cash used in investing activities was HKD 13,269,000, compared to cash generated of HKD 761,000 in 2022[188]. - The company’s interest income increased to HKD 1,354,000 from HKD 948,000 in the previous year[188]. Compliance and Risk Management - The company has no significant violations of applicable laws and regulations, ensuring compliance with local legal requirements[50]. - The company has not established any agreements or instruments to hedge against foreign exchange risks, as management considers the risks to be minimal[54]. - The company is subject to audit procedures that assess the risk of material misstatement due to fraud or error, ensuring financial integrity[175]. - The audit process includes evaluating the appropriateness of accounting policies and estimates made by the board[176]. - The company’s financial statements are prepared on a going concern basis, with disclosures made regarding any significant uncertainties[176]. - The independent auditor's report highlights the responsibility to ensure that the financial statements are free from material misstatement due to fraud or error[174]. - The company faces risks related to local and international regulations, which are closely monitored to assess their impact on operations[53]. Shareholder Relations and Dividends - The company does not recommend the payment of a final dividend for the year 2023, consistent with the previous year[41]. - The company has adopted a dividend policy that allows for cash dividends to be distributed to shareholders, subject to board discretion and shareholder approval[164]. - The board will consider overall business conditions, financial performance, funding needs, retained earnings, and tax factors when proposing dividends[164]. - The company emphasizes that there is no guarantee of specific dividend amounts being paid during any designated period[164]. Management and Leadership - The company has a total of 10 management members receiving salaries below HKD 1,000,000 for the year 2023[4]. - All directors participated in continuous professional development to ensure they are well-informed about their responsibilities under GEM listing rules[72]. - The company is led by a team with extensive experience in the display and lighting product industry, enhancing its competitive edge[168]. - The chairman, Mr. Yan, has been involved in the LED lighting business since 2009, showcasing a long-term commitment to this sector[171]. - The executive director, Dr. Yan, has over 20 years of experience in accounting and financial management, indicating strong leadership in financial oversight[169]. Strategic Initiatives - The company is actively developing solutions for various metaverse hardware applications, which is expected to drive future revenue growth[139]. - The company plans to explore opportunities in the smart cockpit, power systems, and advanced driving assistance systems in 2024, aiming for stable future revenue[138]. - The company is expanding its electronic paper applications beyond traditional uses, targeting markets such as electronic posters and electronic billboards[138]. - The company has adopted a share option scheme as an incentive for eligible employees[94]. - The company has approved a share option plan (2015 Plan) allowing for the issuance of up to 60,000,000 shares, representing 10% of the issued share capital post-placement[65]. - No share options were granted under the 2015 Plan for the fiscal year ending December 31, 2023[67]. - The company has not entered into any management contracts for its entire business or any significant part thereof during the year[90]. - There were no significant transactions or contracts involving the company's directors or related entities during the year[92]. - The company has not purchased, sold, or redeemed any of its listed securities during the year[92]. - The company has not disclosed any related party transactions that require reporting under GEM Listing Rules[108].
扬宇科技(08113) - 2023 - 年度财报