Corporate Governance - The company has maintained a high level of business integrity and corporate governance practices, which is one of its key objectives[2] - The Board consists of three independent non-executive Directors, with at least one possessing appropriate financial management expertise, in compliance with Listing Rules[12] - Each independent non-executive Director received a remuneration of HK$240,000 for the year ended December 31, 2023[12] - 50% of the Board members are independent non-executive Directors, ensuring a strong independent element within the Board[12] - The company has implemented mechanisms to ensure independent views and input are available to the Board, including annual meetings with independent Directors[12] - The company has a strong focus on internal control and transparency to enhance shareholder confidence[3] - The company has established a framework for effective management and business development, which is crucial for building a good corporate culture[2] - The company is committed to continuous improvement in corporate governance practices to ensure compliance with regulations[3] - The company has received annual confirmations of independence from all independent non-executive Directors[12] - The remuneration committee is responsible for formulating and recommending remuneration policies for all directors and senior management, ensuring proper compensation structures are in place[18] - The audit committee held three meetings during the year to review the group's annual and interim reports, ensuring compliance with accounting principles and internal controls[38] - The nomination committee conducted one meeting to review the board's structure, composition, and diversity policies, ensuring ongoing gender diversity with two female representatives on the board[26][33] - The board considers its current structure and composition appropriate for balanced and independent monitoring of management practices, achieving diversity through a range of backgrounds[35] - The company held eight board meetings during the year, with all executive directors attending at least 87.5% of the meetings[14] - The company has established an audit committee in compliance with listing rules, ensuring at least three non-executive directors are part of the committee[37] - The remuneration committee has access to professional advice if deemed necessary to fulfill its responsibilities effectively[19] - The board's diversity policy aims to ensure a continuous flow of potential successors, maintaining gender diversity within the board[27] - The external auditors, HLB Hodgson Impey Cheng Limited, provided audit services amounting to HKD 1,100,000 and non-audit services amounting to HKD 180,000 for the year ended December 31, 2023[41] - The audit committee has recommended the re-appointment of HLB Hodgson Impey Cheng Limited as the auditor at the forthcoming annual general meeting[41] - The company has reviewed the implementation and effectiveness of its Board Diversity Policy during the year[64] - The Nomination Committee is empowered to seek independent professional advice as needed to fulfill its responsibilities[53] - The company emphasizes meritocracy in Board appointments while considering the benefits of diversity[60] - The Nomination Committee will conduct adequate due diligence for each proposed candidate to ensure a thorough evaluation process[54] - The board has reviewed corporate governance policies and practices during the financial year ended December 31, 2023, ensuring compliance with legal and regulatory requirements[103] - The company has established a whistleblowing policy and an anti-corruption policy to maintain high standards of business conduct and zero tolerance for corruption[103] - The board is responsible for corporate governance functions, including the development and monitoring of policies and practices[103] - The company encourages shareholder participation in annual general meetings, providing corporate information and addressing shareholder inquiries[107] - The company has committed to ongoing professional development for directors and senior management to enhance governance practices[103] - The Group's risk management and internal control system is considered adequate and effective as of December 31, 2023[3] - The Group engaged an external professional consultant for risk management and independent internal control review, which was completed for the year ended December 31, 2023[3] - The Board has reviewed the effectiveness of the internal control system and sees no immediate need for an internal audit function due to the size and complexity of the business[3] Financial Performance - The financial position of the Group as of December 31, 2023, is detailed in the consolidated statement of financial position on pages 75 and 76[68] - The directors do not recommend the payment of a final dividend for the year ended December 31, 2023[68] - No charitable donations were made by the Group during the year[68] - The Group's business review and analysis of its development, operating performance, and financial position are discussed in sections on pages 4 to 7, 8 to 21, and 258 to 259[68] - The Group's financial performance and assets and liabilities summary for the last five financial years is detailed on pages 258 and 259 of the annual report[139] - The Group's property, plant, and equipment movements during the year are detailed in notes 16 and 17 to the consolidated financial statements[139] - The stock of properties movements during the year are set out in note 22 to the consolidated financial statements[139] - As of December 31, 2023, the total issued share capital of the Company consisted of 2,460,850,479 ordinary shares of HK$0.01 each[79] - Distributable reserves of the Company amounted to approximately HK$1,868,881,000 as at December 31, 2023, compared to HK$1,993,796,000 in 2022[79] - Revenue attributable to the five largest customers accounted for approximately 25% of the Group's revenue, with the largest customer contributing about 10%[79] - Purchases from the five largest suppliers accounted for approximately 49% of the Group's total purchases, with the largest supplier contributing about 17%[79] - The Company has adopted a new dividend policy as of March 26, 2019, which does not specify a pre-determined dividend payout ratio[93] - The declaration and payment of dividends are subject to the Board's discretion, considering factors such as the Group's earnings, financial condition, and future plans[93] - The Company has complied with all applicable code provisions set out in the Corporate Governance Code for the year ended December 31, 2023[98] - The Company is committed to maintaining a high level of transparency and timely disclosure of relevant information to shareholders[96] - The Chairman actively organized and held the 2023 annual general meeting to ensure shareholders' views were communicated to the Board[98] - The Company’s annual general meeting provides a forum for shareholders to exchange views with the Board[98] - The Company’s website serves as a communication platform for shareholders and the public to access corporate governance information[96] Shareholder Relations - The company reported a significant interest in shares held by directors, with Mr. Heung Wah Keung and Ms. Chen Ming Yin each holding approximately 67.56% of the total shares through controlled corporations, totaling 1,640,375,595 shares[121] - The register of substantial shareholders shows that certain shareholders had an interest of 5% or more in the issued share capital of the Company as of December 31, 2023[143] - Best Combo Limited granted a fixed term loan of HK$500,000,000 to Ms. Chen Ming Yin, with a final repayment date extended to January 5, 2024[144] - The loan agreement allows Best Combo to exercise a call option to acquire shares from Ms. Chen at any time before the extended repayment date[144] - The independent non-executive directors confirmed that the terms of the third deed of variation were fair and reasonable, benefiting the company and its shareholders[146] - No other connected transactions occurred during the year, aside from those disclosed[149] - The company has no equity-linked agreements that may result in issuing shares, except for the share option and share award schemes[158] - The Heung Wah Keung Family holds approximately 67.56% of the company's issued share capital, with 1,640,375,595 shares held[174] - A related company provided a cash advance of HK$2,000,000 to the Group for short-term funding needs, which remains outstanding as of December 31, 2023[179] - The final repayment date for a major transaction was extended to January 5, 2024, following approval from independent shareholders[178] - The company did not purchase, sell, or redeem any of its listed securities during the year ended December 31, 2023[180] - The emolument policy for employees is based on merit, qualifications, and competence, as set by the Remuneration Committee[185] - The company adopted a new share option scheme in June 2022, which was amended in June 2023[187] - There were no provisions for pre-emptive rights under the company's Bye-laws or Bermuda laws[197] - The company maintained a collective liability insurance policy covering all directors and senior management during the year[195] Business Operations - The company is actively involved in the development of residential and commercial real estate projects in Macau[1] - The Group's principal activities include investment holding, production, distribution, and licensing of films and television drama series, as well as artist management services and e-commerce platform operations[68] - The performance and results of the Group's businesses are influenced by relationships with employees, customers, and suppliers, which are considered vital assets[70] - The Group emphasizes the importance of long-term relationships with customers and suppliers for continuous success and growth[70] - The possible business risks and uncertainties, including interest rate and foreign exchange risks, are outlined in the Management Discussion and Analysis section[70] - The Group's financial risk management objectives and policies are detailed in note 5 to the consolidated financial statements[70] - The Group has complied with relevant laws and regulations that significantly impact its business operations during the year[76] - The Group is committed to operating its various business segments in an environmentally-friendly manner, which is crucial for fulfilling corporate social responsibilities[138]
中国星集团(00326) - 2023 - 年度财报