Financial Performance - The company reported a revenue of HKD 172,926,000 for the year 2023, a decrease of 4% compared to HKD 180,190,000 in 2022[5]. - Operating loss increased by 94% to HKD 177,273,000 in 2023 from HKD 91,192,000 in 2022[5]. - The total equity decreased by 29% to HKD 371,726,000 in 2023 from HKD 523,212,000 in 2022[5]. - The total assets decreased by 12% to HKD 1,728,153,000 in 2023 from HKD 1,965,280,000 in 2022[5]. - The annual net loss for the group was approximately HKD 141,766,000, compared to HKD 127,783,000 in 2022, with a basic loss per share of HKD 138.53, up from HKD 88.08 in the previous year[19]. - As of December 31, 2023, the group's total assets were approximately HKD 1,728,153,000, down from HKD 1,965,280,000 in 2022, and total liabilities were about HKD 1,356,427,000, compared to HKD 1,442,068,000 in 2022[20]. - The group's cash and bank balance as of December 31, 2023, was approximately HKD 9,541,000, an increase from HKD 8,608,000 in 2022, with a current ratio of 2.38, down from 5.09 in the previous year[20]. - The capital debt ratio as of December 31, 2023, was 74%, an increase from 69% in 2022[22]. Business Operations - The company anticipates maintaining rental income from its subsidiary, Guangdong Changliu Investment Co., Ltd., in the coming year[9]. - The company plans to optimize its supermarket business channels in mainland China due to limited growth opportunities[10]. - The company has temporarily halted resource investment in the property management business with China Goal Inc. due to a downturn in the mainland property management market[11]. - The company expects to commence construction on its Luoyang property within twelve months following the issuance of the construction land permit[13]. - The company is monitoring the development speed of the property market in Zhuhai before making further decisions on its commercial real estate project[14]. - The group employed approximately 53 staff as of December 31, 2023, down from 63 in 2022, and provided competitive compensation packages[27]. - There were no significant investments or acquisitions made by the group during the year ending December 31, 2023[28]. - The company has not undergone any changes in its main business operations during the year, which primarily involves property development and investment in China[141]. Corporate Governance - The board does not recommend the payment of any dividends for the year ending December 31, 2023, consistent with the previous year[26]. - The company has adhered to corporate governance standards and has made necessary arrangements to comply with listing rules[31]. - The board consists of 2 executive directors and 5 independent non-executive directors, ensuring compliance with listing rules regarding board composition[36]. - All independent non-executive directors have confirmed their independence and qualifications as per listing rules[37]. - The company held two board meetings and an annual general meeting in 2023, maintaining effective communication among directors[41]. - The chairman and CEO positions are held by the same individual, with plans to appoint a deputy CEO in April 2024 to enhance management structure[43]. - The company has implemented measures to ensure corporate governance standards meet or exceed listing rules[44]. - All directors participated in continuous professional development training to enhance their knowledge and skills[38]. - The attendance record for board meetings and the annual general meeting shows full participation by all directors[42]. - The company has established effective mechanisms for the delegation of authority and responsibilities to executive directors and senior management[37]. - The board is committed to reviewing its structure regularly to ensure compliance with listing regulations[43]. - The company has sufficient measures in place to ensure that corporate governance does not fall below the standards set by the listing rules[45]. Audit and Compliance - The Audit Committee held two meetings during the year ending December 31, 2023, with all members present at both meetings[49]. - The Remuneration Committee conducted one meeting to review the remuneration of directors and approve the proposed salary for a senior management member[56]. - The Audit Committee is responsible for reviewing the group's interim and annual financial reports, ensuring compliance with accounting standards and regulations[55]. - The Remuneration Committee's role includes establishing a formal and transparent procedure for setting remuneration policies for all directors and senior management[54]. - The Audit Committee consists of three independent non-executive directors, ensuring independence in oversight[48]. - The company is committed to monitoring compliance with legal and regulatory requirements as part of its corporate governance policies[52]. - The Nomination Committee was established on April 1, 2012, to review the composition of the board and the suitability of directors for reappointment[58]. - The Audit Committee emphasizes the importance of internal control procedures and financial reporting systems[49]. - The Audit Committee is tasked with recommending the reappointment of external auditors for shareholder approval[55]. - The Nomination Committee consists of at least three members, with a majority being independent non-executive directors[59]. - The committee's responsibilities include reviewing and supervising the board's structure, size, and composition, and making recommendations for changes to align with the group's strategy[60]. - The committee has adopted a board diversity policy to enhance performance quality, considering factors such as gender, age, cultural background, and professional experience[62]. - The committee reviews the board's composition annually and has determined that the current composition is appropriate[63]. - The external auditor's fees for audit services amounted to HKD 880,000 for the year ending December 31, 2023[66]. - The board is responsible for establishing and maintaining an effective internal control system to protect the group's assets and shareholders' interests[68]. Environmental and Social Responsibility - The company has maintained a high level of transparency and responsibility in its environmental and social governance practices[76]. - The company emphasizes the importance of stakeholder engagement and has established various communication channels to gather feedback[82]. - Key environmental issues identified include air pollution and emissions from company vehicles and electricity usage[85]. - The company is committed to employee development and training as part of its social responsibility initiatives[85]. - The board of directors regularly evaluates and reviews environmental, social, and governance matters[80]. - The company has a policy to ensure no selective disclosure of internal information to maintain transparency[75]. - The company will continue to explore different communication methods to strengthen interactions with stakeholders[83]. - The total energy consumption for the year was 3,823,749.0 kWh equivalent, an increase from 3,564,325.7 kWh equivalent in 2022, with a target to reduce energy consumption by 15% by 2030[94]. - Direct energy consumption from gasoline decreased to 27,682.7 kWh equivalent in 2023 from 45,637.5 kWh equivalent in 2022, while LPG consumption remained relatively stable at 11,910.3 kWh equivalent[96]. - The total greenhouse gas emissions amounted to 2,340.5 tons of CO2 equivalent in 2023, up from 2,203.2 tons in 2022, with a goal to reduce emissions by 15% from the 2022 baseline by 2030[92]. - Scope 2 indirect emissions were 2,332.9 tons of CO2 equivalent in 2023, compared to 2,170.8 tons in 2022, indicating a focus on reducing energy-related emissions[92]. - The company aims to maintain or reduce air pollutant emissions below the current year's levels in the next year[88]. - The company reported a significant reduction in gasoline consumption from 4,709.09 liters in 2022 to 2,875.00 liters in 2023[89]. - The company has implemented measures to improve indoor air quality, including regular cleaning of air systems and maintaining adequate ventilation[91]. - The company has not generated significant hazardous waste, primarily producing harmless waste such as office paper, and aims to reduce waste generation in the coming year[93]. - The company is committed to enhancing data management systems to improve the accuracy of emissions disclosures[92]. - The company has established emergency plans to address potential physical risks from climate change, such as increased frequency of extreme weather events[102]. Employee Management - The total number of employees as of December 31, 2023, is 53, a decrease from 63 in 2022[108]. - The employee turnover rate is 32.8%, with 19 employees leaving the company[109]. - The company has a total of 42.3% of employees receiving training, with an average training duration of 0.6 hours[117]. - The company has not reported any fatalities related to work in the past three years, and there were zero lost workdays due to injuries this year[114]. - The company emphasizes the importance of reducing carbon emissions and is committed to enhancing its resilience to climate change[103]. - The company provides competitive compensation and benefits to attract and retain talent, including cash bonuses and retirement plans[106]. - The company has a total of 14 senior management employees, 5 middle management employees, and 34 general staff[108]. - The company actively communicates with stakeholders regarding climate change impacts and its strategies to address them[103]. - The company has implemented safety measures during the COVID-19 pandemic, including providing masks and sanitizers to all employees[112]. - The company is focused on improving employee health and safety by enhancing safety awareness and reducing occupational risks[110]. Shareholder Information - The company's distributable reserves as of December 31, 2023, amounted to HKD 298,770,000, which includes a share premium account of HKD 600,011,000 and special reserves of HKD 306,450,000, offset by accumulated losses of HKD 307,691,000[148]. - The company has not established any significant contracts with its holding company or subsidiaries during the year[159]. - The company has not entered into any arrangements for directors to benefit from purchasing shares or bonds of the company during the year[158]. - The company has not disclosed any other individuals with interests in shares or related shares as of December 31, 2023[164]. - The company confirmed compliance with public float requirements throughout the year[168]. - No purchases, sales, or redemptions of the company's listed securities occurred during the fiscal year ending December 31, 2023[169]. - There were no major customers for the group during the review period[172]. Property Valuation - The fair value of investment property, specifically Guangzhou Property One, was recorded at approximately HKD 661,819,000[181]. - The impairment assessment for investment properties included the evaluation of the recoverable amount of Zhuhai Property[180]. - The company did not have any property development projects during the year, resulting in no payable amounts to suppliers[171]. - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2023[178]. - The company engaged independent professional valuers to assist in assessing the fair value of Guangzhou Property One[182]. - The carrying value of the investment property in Luoyang is approximately HKD 661,819,000, with a specific property value of about HKD 67,590,000 as of December 31, 2023[185]. - The recoverable amount of the Luoyang property was determined based on observable market transactions and adjusted for location, area, and usage[187]. - The estimated net realizable value of the Zhuhai property is approximately HKD 478,088,000, as the construction is not yet completed as of December 31, 2023[188]. - Management engaged independent valuation experts to assist in reviewing the valuation methods and assumptions used for both Luoyang and Zhuhai properties[189]. - The carrying amount of deposits and other receivables is approximately HKD 77,007,000 as of December 31, 2023[192]. - Significant judgments and estimates were involved in assessing the recoverability of deposits and other receivables, leading to their classification as a key audit matter[192]. - Management's assessment of credit risk for deposits and other receivables is crucial in determining expected credit loss provisions[193]. - The company has not recognized any impairment in the net realizable value of the Zhuhai property for the year ending December 31, 2023[189]. - The independent auditors reviewed the appropriateness of disclosures made in the consolidated financial statements regarding the valuation of properties[190]. - The company’s management is responsible for the accuracy of the financial data presented in the annual report, excluding the consolidated financial statements and auditor's report[194]. - The board is responsible for preparing the consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and ensuring no material misstatements due to fraud or error[196]. - The audit committee oversees the financial reporting process of the group[197]. - The auditors aim to obtain reasonable assurance that the consolidated financial statements are free from material misstatement[198]. - The auditors assess the appropriateness of accounting policies and the reasonableness of accounting estimates and disclosures made by the directors[200]. - The auditors evaluate the appropriateness of the going concern basis of accounting used in the preparation of the financial statements[200]. - The auditors are responsible for guiding, supervising, and executing the group audit[200].
新城市建设发展(00456) - 2023 - 年度财报