Financial Performance - The gross profit from property development for the year ended December 31, 2023, was approximately RMB 97.3 million, a decrease of about 45% compared to the same period in 2022, primarily due to a gross profit margin of only 6% from the Xi Jing Fu project, which accounted for 81% of total revenue [9]. - Other income decreased by approximately 58% year-on-year, mainly due to a one-time gain of approximately RMB 9.1 million from the sale of certain subsidiaries recorded in 2022 [10]. - Net financial expenses for the year ended December 31, 2023, were approximately RMB 20.1 million, a decrease of about 17% compared to 2022, attributed to lower interest rates on loans and borrowings [10]. - Sales and distribution expenses for the year ended December 31, 2023, were approximately RMB 11.8 million, a decrease of about 52% compared to the previous year, mainly due to reduced promotional and marketing activities for real estate projects launched during the year [10]. - Administrative expenses for the year ended December 31, 2023, were approximately RMB 67.6 million, a decrease of about 36% compared to 2022, due to effective cost control measures implemented by the company [10]. - The group reported a net loss of RMB 95.6 million for the year ended December 31, 2023, indicating significant uncertainty regarding the group's ability to continue as a going concern [170]. Assets and Liabilities - The company reported a net asset value of approximately RMB 1.43 billion as of December 31, 2023, an increase of about 10% compared to the previous year, primarily due to a reduction in contract liabilities and trade payables [10]. - The total outstanding loans and borrowings as of December 31, 2023, amounted to approximately RMB 810.2 million, with stable loan and borrowing levels maintained throughout the year [10]. - The group owns completed properties and properties under development in China valued at approximately RMB 1,868 million, representing about 48% of total assets as of December 31, 2023 [172]. - The investment properties in China are valued at approximately RMB 478 million, accounting for about 12% of total assets as of December 31, 2023 [175]. - The company had no available reserves for distribution due to accumulated losses as of December 31, 2023 [152]. Corporate Governance - The company adhered to the Hong Kong Corporate Governance Code throughout the fiscal year ending December 31, 2023 [22]. - The board consists of a strong majority of independent non-executive directors, with three independent non-executive directors making up over half of the board [28]. - The Nomination Committee is responsible for reviewing the training and professional development plans for the board [30]. - Each executive director has a service contract with a term of three years, while independent non-executive directors have appointment letters for the same duration [32]. - The Audit Committee reviews the effectiveness of the internal control systems and reports any significant non-compliance directly to the committee [42]. - The company has not implemented any employee stock option plans or long-term incentive plans [39]. - The board ensures that independent non-executive directors do not receive excessive remuneration that could compromise their independence [39]. - The company maintains regular communication with the board through various means, including financial data distribution [41]. - The board has adopted a nomination policy outlining the procedures and criteria for selecting and reappointing directors [34]. - The company provides appropriate training for newly appointed directors, including background information on its history, purpose, and values [27]. - The company has established a board diversity policy aimed at achieving sustainable and balanced development, with a gender representation target of at least one director of a different gender by December 31, 2024 [60]. - The audit committee is responsible for reviewing any matters that may significantly impact the group's operating performance or financial condition, including potential fraud or violations of laws [69]. - The risk management and internal control systems are deemed effective but not absolute, and cannot ensure the absence of significant financial misstatements or losses [68]. - The remuneration committee aims to ensure fairness and avoid rewarding underperformance when reviewing service agreements for executive directors and key management personnel [64]. - The company will monitor and confirm that directors dedicate sufficient time and attention to their responsibilities annually [57]. - The nomination committee will evaluate the contributions and attendance of individual directors at board meetings [57]. - The company has a framework for the remuneration of non-executive directors, considering peer salaries and the responsibilities involved [63]. - The board is provided with sufficient and timely information regarding matters requiring decisions, ensuring all directors can access necessary data independently [61]. - The external auditor's fee for audit services provided to the company for the year ending December 31, 2023, was approximately RMB 1,800,000 [71]. - The company has implemented a zero-tolerance policy towards corruption, bribery, fraud, and money laundering, ensuring compliance with relevant laws and regulations [73]. - The internal audit function has been adequately resourced and positioned within the company to support the audit committee's oversight responsibilities [74]. - The company has established a whistleblowing policy allowing employees and third parties to report misconduct anonymously, with no reports received under this mechanism as of the report date [91]. - The audit committee has recommended the reappointment of the external auditor, Li Xin De Hao, at the upcoming annual general meeting [90]. - The company has a structured remuneration policy for executive directors and senior management, linking compensation to individual performance and company risk policies [84]. - The company ensures equal treatment of all shareholders and timely communication of significant developments affecting the group [75]. - The company conducts annual anti-corruption training for the board and employees, with new hires required to undergo training on the code of conduct [73]. - The company has reviewed its shareholder communication policy and found it effective in maintaining open channels with shareholders [77]. - The management regularly provides the board with appropriate management accounts detailing the group's performance, condition, and prospects [86]. - The company has outsourced its internal audit function to an external consultant, ensuring that internal auditors can review all documents and records without restrictions [93]. - The board confirmed the importance of the internal audit function, which is independent of management, as a key means for the audit committee to effectively carry out its responsibilities [93]. - The company has established procedures to ensure timely reporting of all transactions with related parties to the audit committee, ensuring compliance with normal commercial terms [103]. - As of December 31, 2023, there were no related party transactions that required shareholder approval under the listing rules [111]. - The company has amended its articles of association in accordance with changes to the listing rules, which were approved by shareholders at the annual general meeting on May 31, 2023 [107]. - The board has developed and reviewed corporate governance policies and practices, ensuring compliance with legal and regulatory requirements [115]. - All resolutions presented at the company's general meetings are voted on, with results disclosed on the "Disclosure Easy" website after the meetings [101]. - The company encourages shareholder participation in general meetings and ensures high levels of accountability by informing shareholders of the group's strategies and development plans [100]. - The company has adopted internal compliance rules based on best practices for securities trading applicable to all senior officers [109]. - The company has established a process to review and monitor the training and continuous professional development of its directors and senior management [105]. Employment and Workforce - The group employed a total of 277 full-time employees as of December 31, 2023, down from 294 in 2022, with a gender ratio of approximately 72% male to 28% female [139]. Shareholder Information - The company did not declare a final dividend for the year ending December 31, 2023, consistent with the previous year [126]. - The company reported no changes in its issued share capital for the year ending December 31, 2023 [130]. - The group had no changes in investment properties for the year ending December 31, 2023 [127]. - The largest customer accounted for 0.34% of sales, while the top five customers together accounted for 0.91% [131]. - The largest supplier accounted for 25.87% of purchases, with the top five suppliers totaling 73.39% [131]. - There were no arrangements made during the fiscal year that would allow directors to benefit from acquiring shares or bonds of the company or any other company [187]. - The company has no share option plans as of the date of this annual report [188]. - The independent auditor, Lixin Dehao, has expressed willingness to continue serving as the company's auditor, with a resolution to be presented at the upcoming annual general meeting [189]. - The board of directors is responsible for overseeing the financial reporting process of the group, with the audit committee assisting in fulfilling these responsibilities [200].
伟业控股(01570) - 2023 - 年度财报