Corporate Governance - The board of directors consists of three executive directors and four non-executive directors, with three being independent non-executive directors[4]. - The audit committee held two meetings during the fiscal year to review the company's financial performance and internal control systems[16]. - All directors participated in continuous professional development programs to enhance their knowledge and skills[9]. - The remuneration committee provides advice on the overall remuneration policy and structure for the board and senior management[17]. - The audit committee reviewed the company's accounting standards and practices, as well as the independence of external auditors[16]. - The board held four meetings during the year, with all directors attending at least 75% of the meetings[12]. - The company has established a three-year service contract for all directors, subject to re-election at the annual general meeting[8]. - The board ensures timely handling of all important matters and provides sufficient information for informed decision-making[12]. - The company emphasizes the importance of independent professional advice for directors to fulfill their responsibilities[9]. - The board continuously reviews and improves corporate governance practices to ensure proper regulation of business activities and decision-making processes[31]. - The audit committee consists of four non-executive directors, with Mr. Lo Kai Yiu serving as the chairman[171]. - The board has reviewed the implementation of the board diversity policy to ensure compliance with regulatory requirements[195]. - The company has adopted the standard code for securities transactions by directors, confirming compliance throughout the year[199]. - The board is responsible for maintaining a comprehensive risk management and internal control system[200]. - The board is committed to implementing an effective and sound risk management and internal control system to protect shareholder interests and company assets[200]. Financial Performance - The overall revenue and operating profit before property revaluation increased by 77% and 60% respectively compared to 2022[38]. - For the fiscal year ending December 31, 2023, the company's global revenue was HKD 1.2716 billion, an increase of 76.7% compared to HKD 719.6 million in 2022[42]. - The operating profit, excluding investment property revaluation losses, was HKD 324.7 million, up from HKD 206 million in 2022[42]. - The company recorded an operating profit of HKD 210 million in 2023, compared to HKD 34.5 million in 2022[83]. - Net profit for 2023 was HKD 224 million, a significant increase from HKD 9.7 million in 2022[83]. - The company recorded a net investment income of HKD 12.9 million in 2023, a recovery from a net loss of HKD 45.9 million in 2022[65]. - Dividend and interest income from the investment portfolio amounted to HKD 43.7 million in 2023, up from HKD 17 million in 2022[65]. - The fair value of the company's investment properties was HKD 4.9 billion, down from HKD 5.1 billion in 2022[56]. - The fair value of the investment portfolio as of December 31, 2023, was HKD 95.3 million, down from HKD 132.2 million in 2022, representing 1.4% of total assets[86]. - The group's cash and bank deposits as of December 31, 2023, were HKD 1,094,933,000, compared to HKD 1,083,324,000 in 2022, with HKD 1,000,777,000 held in USD[144]. - The company's available reserves for distribution as of December 31, 2023, amounted to HKD 1,513,787,000, compared to HKD 1,504,050,000 in 2022[141]. Market Performance - The largest market, the US toy market, experienced an 8% decline in both overall sales volume and revenue compared to the previous year[38]. - The company faced challenges in the operating environment due to slow recovery in cross-border travel between mainland China and Hong Kong, alongside significant interest rate increases affecting retail and real estate sectors[38]. - The global revenue for the toy segment reached HKD 1.109 billion, a significant increase of 120% from HKD 540 million in the previous year, driven by the successful re-launch of the "Teenage Mutant Ninja Turtles" toy line[61]. - The United States remains the largest market for the toy segment, accounting for 69% of total revenue, while Europe contributes 20%, other regions in the Americas 6%, and the Asia-Pacific region 5%[61]. - The company anticipates challenges and opportunities in the coming year, with new content for the "Teenage Mutant Ninja Turtles" franchise expected to drive sales in 2024[62]. - The "Godzilla x Kong" series has shown positive initial retail responses, with expectations for further growth following the global release of "Godzilla x Kong: The New Empire" in March 2024[62]. Investment and Property Management - Total rental income from investment properties was HKD 133.6 million, a decrease of 29.5% from HKD 189.6 million in the previous year, primarily due to a significant lease renewal at lower market rates[43]. - The overall occupancy rate improved to 74% as of December 31, 2023, compared to 63% in 2022[43]. - The company anticipates stable rental income from investment properties in 2024 despite a challenging market environment in Hong Kong[39]. - The property management segment reported revenue of HKD 21.7 million, an increase of 2.4% compared to HKD 21.2 million in the previous year[61]. - The long-term outlook for the property investment in Tsim Sha Tsui is positive, with expectations for continued demand in Hong Kong's premium shopping areas following the full reopening with mainland China[58]. Remuneration and Share Options - The remuneration committee held two meetings during the year to determine the remuneration policy for directors and assess the performance of executive directors and senior management[27]. - The company emphasizes fair remuneration to attract and retain high-quality and experienced directors, considering various factors including financial performance and market conditions[28]. - Independent non-executive directors are not granted equity-based performance-related remuneration, such as stock options or share grants[30]. - The maximum number of shares that can be issued under the share incentive plan is capped at 10% of the total shares issued as of the adoption date, which is 118,000,000 shares, representing 9.99% of the total shares issued as of the report date[149]. - No share awards were granted under the share incentive plan since its adoption, and there were no unvested awards at the beginning or end of the year[134]. - The company has not adopted any share option schemes during the year[154]. - The total number of ordinary shares issued by the company as of the report date is 40,296,000, representing 3.41% of the issued share capital[155]. - The total number of share options granted under the 2018 Share Option Scheme is 57,784,000[160]. - The highest-paid five individuals in the company hold a total of 5,600,000 share options at an exercise price of HKD 0.826[182]. - The company has a total of 40,296,000 unexercised share options available for issuance under the 2018 share option plan as of December 31, 2023[184]. Compliance and Risk Management - The company is committed to compliance with applicable laws and regulations, ensuring product safety and minimizing financial and reputational risks[116]. - The company has implemented internal controls to protect critical data, including customer and financial information, to mitigate risks associated with data fraud or theft[78]. - The group maintains a sufficient level of cash for ongoing operations and future growth[144]. - The group reported a total of 77 employees in Hong Kong, the US, and the UK, unchanged from 2022[109]. - The company has maintained sufficient public float as required by listing rules throughout the year[192].
彩星集团(00635) - 2023 - 年度财报