Financial Performance - Revenue for 2022 was HK215.287 million in 2021[6] - Pre-tax loss for 2022 was HK85.5 million in 2022, accounting for 92.0% of the medical products and plastic toys business revenue[9] - Plastic toy sales revenue decreased by 40.1% to HK3.2 million in 2022 from HK112.1 million and HK$1,088.7 million, respectively[13] - The company plans to focus more on secured loans in the future when considering new loan applications[13] Corporate Governance - The Board of Directors consists of 3 executive directors and 3 independent non-executive directors as of the annual report date[42] - All independent non-executive directors have provided annual confirmation of their independence in accordance with listing rules[43] - The company has purchased appropriate insurance for directors and senior management against legal liabilities[40] - The Board is responsible for overall business development, strategy planning, major investments, and financial performance review[38] - Independent non-executive directors serve on Audit, Remuneration, and Nomination Committees[43] - Directors must retire by rotation at least once every three years according to the company's articles of association[45] - The Nomination Committee oversees board composition, appointment processes, and succession planning[45] - All directors must act in good faith and in the best interests of the company and its shareholders[39] - The company complies with the Corporate Governance Code as set out in Appendix 14 of the Listing Rules[37] - Directors are required to promptly disclose inside information unless it falls within the safe harbor provisions of the Securities and Futures Ordinance[40] - The Board of Directors held 5 meetings in 2022 to review and approve financial and operational performance, as well as overall strategy and policies[49] - Attendance records for Board meetings in 2022: Chen Junjie (2/5), He Guanli (5/5), Liang Jinbo (5/5), Yu Dazhi (5/5), Yang Haihui (3/5), Lin Quanzhi (5/5)[49] - The company has established a Board Diversity Policy to promote sustainable and balanced development, considering factors such as gender, age, cultural background, and professional experience[59] - The Nomination Committee is responsible for reviewing the Board's structure, size, and composition, and making recommendations for changes[60] - The company provides comprehensive induction materials and training for newly appointed directors to ensure they are fully informed of their duties and responsibilities[50] - The Board has established three committees: Nomination Committee, Remuneration Committee, and Audit Committee, each with specific written terms of reference[55] - The Nomination Committee consists of 5 members, with He Guanli as the chairperson, and is responsible for reviewing the Board's composition and making recommendations for appointments[56] - The company has adopted the Model Code for Securities Transactions as set out in Appendix 10 of the Listing Rules[51] - All directors confirmed compliance with the Model Code for Securities Transactions for the entire year of 2022[53] - The Board is responsible for making decisions on significant matters, including approving and monitoring policies, overall strategy, budgets, and major transactions[54] - The Remuneration Committee consists of five members, with the majority being independent non-executive directors, chaired by Mr. Yu Tat-chi[62] - The Remuneration Committee held one meeting during the year, with all members attending[64] - The Audit Committee includes three independent non-executive directors, chaired by Mr. Yu Tat-chi[67] - The Audit Committee held two meetings during the year, with all members attending[70] - The Board is responsible for maintaining adequate risk management and internal control systems, reviewed annually by the Audit Committee[74] - The company has implemented a whistleblowing policy allowing anonymous reporting of suspected misconduct to the Board or Audit Committee[76] - The company has a zero-tolerance anti-corruption policy and provided anti-corruption training averaging 3 hours per employee[76] - No legal cases related to corruption or serious violations of the Prevention of Bribery Ordinance were reported during the year[76] - The company's external auditor, Kaiyuan Xinde Certified Public Accountants Limited, was paid HKD 710,000 for audit services for the annual financial statements[80] - The audit committee recommended the reappointment of Kai Yuan Xinde CPA Limited as the company's auditor, and the auditor has expressed willingness to accept the reappointment[198] Shareholder Information - The company's Annual General Meeting (AGM) is scheduled to be held on June 27, 2023, with the notice to be sent at least 20 full business days prior[81] - Shareholders holding at least 10% of the company's paid-up share capital can request a special general meeting by submitting a written request to the board or company secretary[86] - The company's investor relations website, www.lerado.com, provides updates on business operations, financial data, and corporate governance practices[88] - Shareholders can submit inquiries to the board via mail or email at public@lerado.com.hk[85] - The company's investor relations department can be contacted at (852) 3700 9600 or via email at public@lerado.com.hk[89] - The company's major shareholder, Opus Platinum Growth Fund, held 18,000,000 ordinary shares, representing 7.82% of the issued share capital[185] - The company has maintained sufficient public shareholding throughout the year ended December 31, 2022[196] - The company has adopted a share option plan as an incentive for directors and eligible employees, with details provided in Note 32 of the consolidated financial statements for the year ended December 31, 2022[194] - The company did not engage in any purchases, sales, or redemptions of its listed securities during the year ended December 31, 2022[193] Environmental, Social, and Governance (ESG) - The company's ESG report for 2022 covers its sustainability performance from January 1, 2022, to December 31, 2022, focusing on key material issues[93] - Total greenhouse gas emissions in 2022 were 15.1 tons of CO2 equivalent, with an emission density of 3.0 tons of CO2 equivalent per employee[106] - Scope 2 emissions in 2022 were 14.9 tons of CO2 equivalent, a significant increase from 3.7 tons in 2021[107] - Scope 3 emissions in 2022 were 0.2 tons of CO2 equivalent, a decrease from 4.0 tons in 2021[107] - The company has not set direct greenhouse gas reduction targets but has established electricity consumption targets for operations[106] - The company encourages employees to use teleconferencing and public transportation to reduce emissions from business travel[107] - The company identified five key ESG issues as relevant and significant: employment, health and safety, development and training, anti-corruption, and resource use[101] - The company's environmental impact primarily stems from energy use in office operations, with a focus on energy efficiency and waste recycling[105] - The company conducts regular internal materiality assessments to determine the most important sustainability issues for the group[101] - The company has a dedicated ESG working group that reports to the board and implements policies and measures for sustainable development[99] - The company emphasizes transparency and accountability as key to building trust with stakeholders[98] - Total electricity consumption in 2022 was 21.0 MWh, with an intensity of 4.2 MWh per employee[112][113] - The company aims to reduce energy density by 15% by 2027, based on the 2022 benchmark of 4.2 MWh per employee[113][114] - Water consumption in 2022 was 0.9 cubic meters, with a density of 0.17 cubic meters per employee[117] - The company has implemented measures such as using LED lighting, adjusting air conditioning to 25°C, and promoting energy-efficient equipment[115] - The company has achieved its 2021 energy-saving target and continues to promote water-saving measures among employees[114][117] - The company has no significant water consumption related to operations, as water usage is primarily for drinking purposes[116] - The company has no significant packaging material consumption due to its business nature[118] - The company provides a total of 15 hours of training distributed across all employee categories, with an average of 3 hours per employee[135] - 60% of female employees and 40% of male employees received training, with 60% of senior management, 40% of middle management, and 20% of supervisors and general employees trained[136] - The company strictly adheres to laws and regulations regarding child labor and forced labor, employing only applicants aged 18 or above[137] - No major violations of labor standards, including the Hong Kong Employment Ordinance, were noted during the reporting period[138] - The company ensures compliance with the Securities and Futures Ordinance and requires all employees to follow the Securities Industry Operations and Compliance Manual[141] - No incidents of customer privacy violations or data loss were reported during the reporting period[142] - The company emphasizes business integrity and fair competition, requiring employees to adhere to the highest ethical standards and report potential conflicts of interest[143] - Different levels of service contracts require approval by authorized personnel, following the company's established policies[144] - Total greenhouse gas emissions increased to 15.1 tons of CO2 equivalent in 2022, up from 7.7 tons in 2021, with Scope 2 emissions rising significantly to 14.9 tons from 3.7 tons[150] - Energy consumption increased to 21.0 MWh in 2022, up from 5.3 MWh in 2021, with energy density per employee rising to 4.2 MWh from 1.1 MWh[150] - Water consumption decreased to 0.9 cubic meters in 2022, down from 1.2 cubic meters in 2021, with water density per employee dropping to 0.17 cubic meters from 0.24 cubic meters[150] - Employee turnover rate decreased to 20% in 2022, down from 120% in 2021, with male employee turnover dropping to 50% from 100%[155] - All employees received anti-corruption training, with an average of 3 hours per employee, covering senior management, middle management, supervisors, and other staff[146] - The company maintained a 100% employee training rate in both 2022 and 2021, with female employees accounting for 60% of trained staff in 2022, up from 40% in 2021[158] - Average training hours per employee increased to 3 hours in 2022, up from 2 hours in 2021, consistent across all employee categories and functions[161] - The company reported no legal cases related to corruption or significant non-compliance with the Prevention of Bribery Ordinance during the reporting period[147] - The company's community investment strategy includes regular reviews of environmental protection and social responsibility measures to ensure compliance with regulations[148] - The company's workforce remained stable at 5 employees in 2022, with a shift in gender composition to 3 female and 2 male employees, compared to 2 female and 3 male employees in 2021[152] - The company conducted one anti-corruption training session, totaling 3 hours, with 100% of directors and 60% of general employees participating[163] Miscellaneous - The company has no significant contingent liabilities as of December 31, 2022[27] - The company employs approximately 210 employees, with 180 based in China and the remaining in Hong Kong as of December 31, 2022[28] - The company has no significant investments exceeding 5% of its total assets as of December 31, 2022[20] - The company's office at 4/F, F&G, Kam Yat Building, 59-67 Bonham Strand West, Sheung Wan, Hong Kong, has a floor area of 1,000 square feet[94] - The company's ESG report is prepared in accordance with Appendix 27 of the Hong Kong Stock Exchange Listing Rules, focusing on mandatory key performance indicators[95] - No significant events occurred after the reporting period up to the date of the annual report[197]
隆成金融(01225) - 2022 - 年度财报