Audit and Financial Oversight - The auditor's fee for audit services for the year amounted to HKD 968,000, with no fees for non-audit services[1] - The board of directors is responsible for overseeing the preparation of financial statements that fairly reflect the group's financial position[2] - The board conducted an annual review of the group's risk management and internal control systems, ensuring adequate resources and training for financial reporting functions[150] Risk Management and Internal Control - The group has established a robust risk management and internal control system, which is reviewed annually to protect shareholder interests[3] - The risk management framework follows the COSO framework, allowing effective risk management by the board and management[8] - The group maintains a risk register to track significant identified risks, which is reviewed at least annually[10] - Management conducts ongoing risk management activities, with the effectiveness of the risk management framework assessed at least once a year[11] - The company has no internal audit function but engages external professionals for this purpose, which is deemed more effective given the group's scale and complexity[11] - The board continues to review the necessity of the internal audit function at least annually to ensure its effectiveness[11] - The group appointed an internal control consultant during the year to enhance its internal control processes[30] Corporate Governance and Shareholder Communication - The company has established a shareholder communication policy to facilitate active engagement with shareholders[21] - The company maintains effective communication with shareholders to ensure timely and balanced information dissemination[22] - Shareholders can request public information from the company at any time[17] - The company has adopted corporate governance practices as outlined in its annual report, ensuring compliance with governance codes[178] - The company has ensured that all directors have complied with the standard code of conduct regarding securities transactions during the year[180] - The board of directors consists of five members, including two executive directors and three independent non-executive directors[200] Financial Performance and Revenue Generation - The group’s lending segment generated revenue of approximately HKD 55.1 million in the current year, accounting for about 74% of total revenue, with an operating profit of approximately HKD 14.5 million, an increase of approximately 806% compared to the previous year[43] - The financial services segment generated revenue of approximately HKD 18.0 million, an increase of about 22% from HKD 14.7 million in the previous year[60] - Interest income from clients, including margin clients and cash clients, was approximately HKD 16.5 million for the year, up from HKD 12.1 million in the previous year[60] - The group has experienced a significant increase in operating profit from the lending business, indicating strong performance in this segment[43] Economic Environment and Market Conditions - The International Monetary Fund revised the global economic growth forecast for 2022 from 3.5% to 3.0%, reflecting severe economic challenges faced by many countries[37] - The business environment has improved following the full lifting of social distancing measures and most health policies in Hong Kong, leading to expectations of strong market rebound through cross-border cooperation and economic growth[34] - The group plans to continue monitoring the overall business environment and market conditions to mitigate potential impacts on operations and investments while seeking new business opportunities[81] Dividend Policy and Shareholder Returns - The company has adopted a dividend policy aimed at sharing profits with shareholders while retaining liquidity for future growth opportunities[24] - The payment of dividends is contingent upon the company's operational and financial performance, liquidity, capital needs, and economic conditions[24] - The group does not recommend the payment of dividends for the current year, consistent with the previous year[96] - The company is committed to reviewing and potentially modifying its dividend policy as necessary[24] Investments and Asset Management - As of December 31, 2023, the group held significant investments totaling approximately HKD 870.3 million, representing 12.85% of the issued shares of the health company, with a fair value of HKD 282.9 million, accounting for 21.3% of the group's audited total assets[76] - The health company reported revenue of approximately HKD 1,833.0 million for the year, a year-on-year increase of about 19.37%, despite incurring a consolidated loss of approximately HKD 159.1 million[77] - The group has invested in six non-listed closed-end funds, with the performance of these funds being closely monitored due to challenging economic conditions, including geopolitical tensions and a soft real estate market[72] - The group is focused on exploring investment opportunities in the healthcare sector, recognizing its potential for sustainable returns[111] - The group has invested in Seamless Group Inc. to strengthen its position in the financial technology sector[103] Employee Relations and Corporate Social Responsibility - The group employed 26 employees as of December 31, 2023, and provided regular training to enhance employee capabilities[115] - The group made charitable donations totaling HKD 43,000 during the year, compared to zero in the previous year[97] - The group has implemented various policies to promote energy and paper conservation, aiming to reduce resource consumption and achieve business objectives[128] - The company has maintained good relationships with employees, customers, and suppliers, which is crucial for business success[128] Financial Position and Assets - The group's cash and bank balances were approximately HKD 188.0 million as of December 31, 2023, down from HKD 220.1 million in the previous year, with a net current asset value of approximately HKD 1,081.6 million[82] - The current ratio was approximately 23.0 times as of December 31, 2023, compared to 24.8 times in the previous year, indicating a slight decrease in liquidity[82] - The asset-to-liability ratio remained stable at approximately 3.7% as of December 31, 2023, consistent with the previous year[82] - The company’s total issued shares as of December 31, 2023, were 2,505,282,734 shares[133] Share Repurchase and Capital Management - The group repurchased a total of 278,270,000 ordinary shares at a total cost of approximately HKD 38,368,000, reflecting confidence in the company's long-term business prospects[133] - The highest share repurchase price in October 2023 was HKD 0.145, while the lowest was HKD 0.128[153] - The company’s distributable reserves as of December 31, 2023, were approximately HKD 1,163,468,000, subject to certain conditions for distribution[135] Compliance and Regulatory Matters - The company confirmed compliance with the disclosure requirements of the Listing Rules regarding related party transactions[161] - The company has not disclosed any arrangements that would benefit directors or senior executives through the purchase of shares or debt securities[172] - The group reported that there were no significant legal or regulatory violations impacting the business during the year[128]
嬴集团(00397) - 2023 - 年度财报