TOM集团(02383) - 2021 - 年度财报

Revenue and Financial Performance - TOM Group's total revenue increased by 2.5% to HKD 889 million in 2021, with revenue from technology platforms and investments at HKD 54.8 million and media business at HKD 834.6 million[6] - The company's loss before net financing costs and taxes was HKD 37.4 million, and the loss attributable to equity holders was HKD 114.1 million[6] - Media business revenue increased by 3.6% to HKD 835 million, with segment profit growing by 23.7% to HKD 74 million[9] - Publishing group revenue grew by 5.1% to HKD 812 million, with segment profit increasing by 24.9% to HKD 77 million[10] - Total group revenue increased by 2.5% to HKD 889 million, with a gross margin of 42.2%[15] - Shareholders' loss narrowed by 89.3% to HKD 114 million[15] - The group recorded a loss attributable to equity holders of HK$114 million, compared to HK$1.064 billion in the previous year, primarily due to non-recurring and non-cash items such as impairment provisions for equity-accounted investments and receivables from associates[25] - The group's net loss before financing costs and tax narrowed by 96.5% to HK$37 million in 2021 from HK$1.072 billion in the previous year, excluding the impact of non-recurring and non-cash items such as goodwill impairment provisions of HK$46 million, equity-accounted investment impairment provisions of HK$874 million, and receivables from associates impairment provisions of HK$95 million[24] Business Segment Performance - The e-commerce platform Youle, operated in partnership with China Post, achieved a B2B transaction volume of RMB 6.7 billion, an 11.4$8 million and segment profit of HK$4 million in 2021, compared to a segment loss of HK$5 million in the previous year[20] - The social network group "Pixnet" remained Taiwan's largest social media website, with total revenue of HK$43 million and a segment loss of HK$3 million[20] - The publishing business group maintained its leadership in Taiwan's traditional publishing market, with total revenue of HK$812 million and segment profit of HK$77 million, representing year-on-year increases of 5.1% and 24.9%, respectively[23] Investments and Shareholdings - WeLab has approximately 52 million users and has facilitated loans totaling approximately USD 10 billion[14] - TOM Group holds 7.88% of WeLab's issued shares[14] - TOM Group holds 6.75% of Miaoying Technology's issued shares[15] - Investment in WeLab recorded an unrealized profit of HKD 9.983 million as of December 31, 2021[31] - TOM Group did not receive any realized profit or dividends from its investment in WeLab during the year[31] - The company's investment in WeLab aligns with its strategy to focus on high-growth potential sectors such as e-commerce, fintech, and advanced big data analytics[31] Cash Flow and Financial Position - The group's cash and bank balances (excluding pledged deposits) amounted to HK$493 million as of December 31, 2021, with a total credit facility of HK$3.857 billion, of which 87.8% (HK$3.388 billion) was utilized for investments, capital expenditures, and working capital[26] - The group's net cash inflow from operating activities after interest and tax payments increased by 22.9$172 million in 2021, while net cash outflow for investing activities was HK$181 million, mainly due to capital expenditures of HK$125 million and investments in financial assets at fair value through other comprehensive income of HK$62 million[28] - The group's net current assets amounted to HK$226 million as of December 31, 2021, compared to HK$176 million as of December 31, 2020, with a current ratio of 1.35, up from 1.25 in the previous year[27] - The group's net debt position was HK$1.011 billion as of December 31, 2021, compared to HK$916 million as of December 31, 2020[27] - The group's capital gearing ratio (total bank loan principal / (total bank loan principal + deficit/equity)) was 142.5% as of December 31, 2021, compared to 138.6% as of December 31, 2020[26] Corporate Governance and Board Structure - The company's independent non-executive directors, including Mr. Sha Zhengzhi, Dr. Fang Zhiwei, and Mr. Chen Ziliang, have confirmed their independence in accordance with the Listing Rules[63] - The company's directors, including Mr. Lu Falan and Mr. Yang Guomeng, hold shares in the company, with Mr. Lu Falan holding 492,000 shares (0.01%) and Mr. Yang Guomeng's spouse holding 30,000 shares (less than 0.01%)[67] - The company's directors, including Mr. Lu Falan and Mr. Yang Guomeng, are subject to retirement by rotation at the upcoming annual general meeting, but are eligible for re-election[61] - The company's independent non-executive directors have entered into service agreements with the company for a term of 12 months, which will automatically renew unless terminated by either party[61] - The company's directors, including Mr. Lu Falan and Mr. Yang Guomeng, do not have service contracts with any member of the group that cannot be terminated within one year without compensation (other than statutory compensation)[62] - The company established a Nomination Committee on April 1, 2021, with a majority of independent non-executive directors[117] - The Board of Directors consisted of seven members, including a Chairman, CEO, two non-executive directors, and three independent non-executive directors as of December 31, 2021[120] - The roles of Chairman and CEO are held by different individuals to enhance independence and accountability[122] - The CEO is responsible for managing the company's business, formulating and implementing group policies, and reporting to the Board on overall operations[123] - The Board of Directors held 5 meetings in 2021 with an attendance rate of 97.14%[130] - The Chairman and Independent Non-Executive Directors held one meeting in 2021 without the presence of other directors[130] - The Nomination Committee was established on April 1, 2021, chaired by Independent Non-Executive Director Mr. Sha Zhengzhi[135] - The Nomination Committee held one meeting in 2021 with a 100% attendance rate[138] - The Nomination Committee reviewed the structure, size, and composition of the Board, ensuring a balanced mix of skills and experience[138] - The Nomination Committee assessed the independence of all Independent Non-Executive Directors and confirmed their independence[138] - Non-Executive Directors (including Independent Non-Executive Directors) provide constructive and valuable advice on strategy development, particularly on internal controls[126] - Directors receive monthly updates and other information from senior management on the Group's activities and performance[127] - Directors generally receive written meeting notices about one month in advance and agendas at least three days before the meeting date[128] - Each Non-Executive Director (including Independent Non-Executive Directors) has a 12-month service agreement with the company, automatically renewable unless terminated[131] - The nomination committee reviewed the board structure, member expertise, and independence, and recommended directors for re-election at the 2022 AGM[139] - Sha Zhengzhi was deemed independent and recommended for re-election due to his valuable experience and contributions to the board and committees[141] - Yang Guomeng, Li Wang Peiling, and Sha Zhengzhi were nominated for re-election as executive, non-executive, and independent non-executive directors respectively[142] - Directors received comprehensive training on the group's business, legal, and regulatory environment, with individual training records provided[145] - The board has four permanent committees: audit, remuneration, nomination, and sustainability, with their terms of reference available on the company and HKEX websites[149] - The company secretary ensures compliance with listing rules, timely preparation of reports, and proper disclosure of directors' interests[150] - The company secretary confirmed compliance with all recommended qualifications, experience, and training requirements for 2021[151] Risk Management and Internal Controls - The company's risk management and internal control systems aim to identify and manage strategic, operational, compliance, and financial risks[168] - The Board of Directors is responsible for the company's risk management, internal control, and corporate governance practices[170] - The company established a Risk Management Committee to assist the Audit Committee in fulfilling its risk management responsibilities[171] - The Risk Management Committee uses an Enterprise Risk Management framework to systematically identify, assess, and manage risks[171] - The company's internal auditors report to the Audit Committee on risk management, including the risk register, every six months[173] - The Board conducts an annual review and approval of the effectiveness of the risk management and internal control systems[173] - The Board of Directors is fully responsible for overseeing the operations of the Group's business units, with executive directors appointed to monitor and approve business strategies, budgets, and plans[174] - Monthly management reports covering financial performance and key operational statistics of major businesses are reviewed by executive directors, with CFO guidelines for expense approval and control[175] - The Group maintains a central cash management system for non-listed subsidiaries, with monthly reporting of cash, high-liquidity investments, borrowings, and changes to the CFO[175] - An internal control self-assessment system is in place, requiring management teams of significant units to review and evaluate control effectiveness and develop action plans[176] - The Group has established policies to regulate the handling of insider information, including pre-approval for securities transactions and notification of blackout periods[178] - The Board has reviewed the effectiveness of the Group's risk management and internal control systems for the year ended December 31, 2021, and found them to be adequate[180] - The Group's legal department is responsible for safeguarding legal rights, monitoring compliance, and overseeing the engagement of external legal advisors[183] - Amendments to the Company's Articles of Association were approved at the 2021 AGM, allowing for hybrid shareholder meetings and updating the powers of the Board and meeting chair[184] - The Group emphasizes high standards of ethics, integrity, and transparency, with regular reviews of corporate governance and sustainability policies[185] - The company has a strict Code of Conduct that all employees must adhere to, covering areas such as conflict of interest, equal opportunity, health and safety, and anti-bribery[187] - A Whistleblowing Policy is in place to encourage reporting of any suspicious violations or misconduct, with protections for whistleblowers against unfair dismissal or retaliation[188] - The company has a zero-tolerance Anti-Fraud and Anti-Bribery Policy, requiring immediate reporting of any actual or suspected bribery, corruption, theft, or fraud[189] - The company emphasizes the importance of selecting and monitoring third-party representatives to promote anti-corruption practices[191] - A Media, Public Engagement, and Corporate Donation Policy ensures accurate and timely information dissemination to the market[192] - The company is committed to enhancing long-term shareholder value through regular communication and timely access to information[193] - A Securities Trading and Handling of Confidential and Price-Sensitive Inside Information Policy is implemented to prevent insider trading and ensure compliance with regulations[194] - The company has a Personal Data Management Policy to protect the personal data of customers and employees in compliance with applicable laws[197] - An Information Security Policy is in place to maintain the confidentiality, integrity, and availability of information[198] - The Board updated its Diversity and Nomination Policies in April 2021 to outline methods and procedures for achieving diversity in board nominations[199] Audit and Financial Reporting - The company's external auditor, PricewaterhouseCoopers, received a total fee of HKD 5,958,000 for audit services and HKD 41,000 for non-audit services in 2021[161] - The audit committee held four meetings in 2021 with a 100% attendance rate[154] - The audit committee reviewed and monitored the independence and objectivity of the external auditor, as well as the effectiveness of the audit process[160] - The company's financial statements are prepared under the supervision of the CFO and are in compliance with applicable accounting standards[152] - The audit committee discussed significant financial reporting judgments, accounting policies, and compliance with accounting standards with management and the external auditor[155] - The audit committee reviewed the risk management and internal control systems to ensure their adequacy and effectiveness[154] - The company's financial statements are prepared on a going concern basis, as the directors believe the company has sufficient resources to continue operations[152] - The audit committee recommended the reappointment of PricewaterhouseCoopers as the external auditor for the 2022 fiscal year[162] - The audit committee met with the internal auditor without management present to discuss risk management and internal control effectiveness[156] - The audit committee reviewed the scope of audit services and approved the fees for the external auditor[160] Remuneration and Compensation - The company established a Remuneration Committee in March 2000, consisting of one non-executive director and two independent non-executive directors[164] - The Remuneration Committee reviewed and approved the annual bonuses and remuneration for executive directors and senior management for 2022[165] - The remuneration for directors and senior management is determined based on expertise, industry experience, company profitability, market benchmarks, and current market conditions[166] - The Remuneration Committee held one meeting in 2021 with a 100% attendance rate[166] Shareholder and Stakeholder Information - The company's major shareholders include Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited, with Cheung Kong holding 36.13% and Hutchison Whampoa holding 24.07% of the company's shares[69] - The company's major shareholders also include Composers International Limited, which holds 25.35% of the company's shares, and Cranwood Company Limited, which holds 25.14% of the company's shares[69][73] - The company's major shareholders also include Schumann International Limited, which holds 14.65% of the company's shares, and Handel International Limited, which holds 8.79% of the company's shares[73] - The company's major shareholders also include Lin Tianmao, who holds 13.30% of the company's shares[73] - Cranwood Company Limited (Liberia), Schumann International Limited, Handel International Limited, and Cranwood Company Limited (BVI) pledged a total of 1,003,432,363 shares of the company to Cheung Kong[80] - The company secured a financing agreement with a maximum principal amount of HKD 3.7 billion, with Cheung Kong providing a 100% guarantee and the company paying an annual guarantee fee of 0.5% of the drawn principal[82] - The financing agreement was amended to extend the final maturity date to December 17, 2024, with the annual guarantee fee remaining at 0.5% of the outstanding principal[83] - The company paid or accrued HKD 16,385,000 in guarantee fees to Cheung Kong for the year ended December 31, 2021[85] - Yangcheng Advertising paid or accrued RMB 1,596,000 in net advertising fees to Guangdong Yangcheng Evening News for the year ended December 31, 2021[86] - Yangcheng Advertising entered into a new advertising agency agreement with Guangdong Yangcheng Evening News Digital Media, with annual net advertising fee caps of RMB 6,000,000, RMB 6,500,000, and RMB 7,250,000 for 2022, 2023, and 2024 respectively[88] - Revenue and assets contributed by the contractual arrangements accounted for approximately 3% of the company's total revenue and 6% of its total assets in 2021[94] - The company's auditors issued an unqualified opinion on the disclosed continuing connected transactions, confirming no issues with approval, execution, or exceeding annual caps[93] - The company faces risks related to the interpretation and application of Chinese laws and regulations regarding contractual arrangements, which could impact its restricted businesses[95] - The company has implemented internal regulatory measures, including regular reviews by management and reporting by business units, to ensure compliance with contractual arrangements[95][98] - The company may incur significant costs if it exercises its option to acquire ownership of Chinese domestic companies under the contractual arrangements due to potential personal income tax liabilities[95] - The company has restructured its e-commerce activities to operate through joint ventures instead of contractual arrangements following the removal of foreign investment restrictions in 2015[100] - No stock-linked agreements were entered into or existed during the year that could lead to the issuance of shares by the company[101] - No directors had significant interests in any transactions, arrangements, or contracts that had a material impact on the company's business during the year[103] - Certain directors have interests in businesses that may compete with the company's operations, including telecommunications, e-commerce, and technology services[104] - No management contracts were entered into or existed during the year regarding the overall or any significant part of the company's business[105] - The top five suppliers accounted for less than 30% of the company's total purchases, and the top five customers accounted for less than 30% of total sales for the year ended December 31, 2021[106] - No major post-balance sheet events occurred between January 1, 2022, and the date of the annual report[110] - The company did not purchase, sell, or redeem any of its listed shares during the year ended December 31, 2021[111] - PricewaterhouseCoopers