Financial Performance - As of December 31, 2023, the total market value for the financial assets at fair value through profit or loss (FVTPL) of the Group was approximately HK$78.3 million, compared to approximately HK$75.0 million in 2022[34]. - The Group recognized an unrealized loss of approximately HK$6.6 million for the year ended December 31, 2023, significantly improved from an unrealized loss of approximately HK$21.5 million in 2022[12]. - The Group reported a realized loss of approximately HK$200,000 for the year ended December 31, 2023, compared to a realized gain of approximately HK$4.8 million in 2022[12]. - The total assets of the Group as of December 31, 2023, amounted to HK$264.025 million[15]. Investment Strategy - The Board considers investments with a market value accounting for more than 5% of the Group's total assets as significant investments[34]. - The Group plans to utilize unutilized funds for the acquisition of equipment and related management services by December 31, 2024[30]. - The Group aims to enhance its trading platform, including purchasing digital asset inventory and insurance, by December 31, 2024[11]. - The Group's other listed equity securities comprised 21 listed equity securities, none of which exceeded 3.0% of the total assets of the Group[38]. Corporate Governance - The Group's management emphasizes high standards of corporate governance practices and procedures, ensuring transparency and accountability to all shareholders[24]. - The Audit Committee, established in March 2000, consists of three independent non-executive Directors, providing a crucial link between the Board and the Company's auditors[63]. - The Board of Directors held a total of 5 meetings in 2023, with attendance rates ranging from 40% to 100% among members[81]. - The Audit Committee conducted 2 meetings during the financial year of 2023, ensuring sufficient resources were available for its duties[94]. - The Remuneration Committee held 2 meetings in 2023, with full attendance from its members[97]. - The Nomination Committee, established on April 1, 2012, had a 100% attendance rate in its single meeting held in 2023[102]. - The Company has adopted a director remuneration policy aimed at providing a fair market level of remuneration to retain and motivate high-quality directors and senior management[99]. - The Company follows a formal and transparent procedure for the appointment of new Directors, ensuring compliance with its Bye-laws[78]. - Continuous professional development training was attended by all Directors to enhance their governance knowledge[74]. - The Company has implemented a Board Diversity Policy to promote balanced development and improve performance quality[102]. - The Board will regularly assess the structure, size, and composition of the Board to identify qualified candidates as needed[78]. - The Audit Committee serves as a vital link between the Board and the Company's auditors, ensuring effective communication[91]. - The Audit Committee held 2 meetings during the financial year of 2023, with full attendance from all members[115]. - The financial reports for the year ended December 31, 2022, and for the six months ended June 30, 2023, were reviewed and approved by the Audit Committee[115]. - The Company has a Nomination Committee that promotes board diversity, considering factors such as gender, age, and professional experience[124]. - The Board comprises five Directors, with three being independent non-executive Directors, enhancing management oversight[126]. - The Company has adopted a Nomination Policy to assess the suitability of proposed candidates based on academic background and relevant experience[127]. - The Board Diversity Policy aims to achieve sustainable development and enhance performance quality through diverse board composition[128]. Risk Management - The Directors acknowledge their responsibility for the risk management and internal control systems, which cover financial, operational, and compliance controls[135]. - An external professional party was engaged to review the effectiveness of the risk management and internal control systems[135]. - The Remuneration Committee held 2 meetings during the financial year of 2023, ensuring transparency in setting Directors' remuneration[121]. - The Audit Committee recommended the re-appointment of external auditors at the forthcoming annual general meeting[115]. - The Group's external auditors, McMillan Woods (Hong Kong) CPA Limited, received HK$680,000 for audit services during the financial year 2023, with no non-audit services provided[171]. - The Board is responsible for maintaining effective risk management and internal control systems to safeguard shareholders' interests and company assets[146]. - An external consultant was engaged to review the internal control system and risk management, with no significant areas of concern identified that could affect financial, operational, compliance, control, and risk management[166]. - Each division is tasked with identifying and assessing principal risks quarterly and establishing mitigation plans[159]. - The Group's risk management and internal control systems are designed to provide reasonable assurance against material misstatement or loss, rather than absolute assurance[167]. - The Group does not have an internal audit department but conducts annual reviews to assess the necessity of establishing one, given its simple corporate structure[165]. - The Group has implemented a whistleblowing policy allowing anonymous reporting of financial reporting and internal control improprieties[173]. - The risk management framework is aligned with the COSO Integrated Framework 2013 principles, focusing on managing risks to achieve business objectives[158]. - The Board oversees the overall risk management and internal control systems on an ongoing basis[158]. - The Group's risk management and internal control systems were concluded to be effective by the Board[169]. - The Group has adopted a zero-tolerance anti-corruption policy, ensuring compliance with ethical business practices[174]. Shareholder Communication - The Company has maintained effective communication with shareholders, providing at least 21 days' notice for annual general meetings and 14 days for other meetings[178]. - The Group's liquidity position and general economic conditions are considered in its dividend policy[186]. - There were no significant changes to the Company's memorandum of association during the year ended December 31, 2023[186]. - The amended and restated bye-laws of the Company were approved by shareholders on June 23, 2023, following changes to Appendix A of the Listing Rules[186]. - The Company encourages investor relations and welcomes suggestions from investors and stakeholders[186]. - The Group complies with the Hong Kong Companies Ordinance and the Listing Rules regarding corporate governance and information disclosure[193]. - The external auditors' remuneration for the financial year 2023 is detailed in the report[197]. - The Group has established a whistleblowing policy to report any suspected business irregularities[198]. - The Company Secretary is responsible for ensuring that board procedures are followed and that the Board is informed of legislative and regulatory developments[176].
新确科技(01063) - 2023 - 年度财报