Corporate Governance - The Company is committed to maintaining high standards of corporate governance practices[29]. - The Company will continue to review and monitor its corporate governance practices to ensure compliance with the Corporate Governance Code[47]. - The Board recognizes corporate governance as a collective responsibility, including compliance with legal and regulatory requirements[68]. - The Company has complied with the disclosure requirements under the Listing Rules regarding related party transactions[40]. - The Board has ensured that all Directors have acted in good faith and in compliance with applicable laws and regulations[36]. - The Company has adopted a code of conduct for securities transactions that meets or exceeds the Model Code standards[64]. - The Company has implemented appropriate liability insurance for directors, which is reviewed annually[75]. - The Company has a whistleblowing policy that is reviewed and monitored for compliance[68]. - The Board comprises seven members, including two female Directors, achieving gender diversity at the Board level[79]. - The Company aims to maintain at least the current level of female representation on the Board[79]. - The Nomination Committee reviews the board diversity policy and its implementation annually to ensure effectiveness[80]. - The Board has established mechanisms to ensure independent views are available, including seeking independent professional advice when necessary[80]. - All Directors have equal opportunity to communicate with the Board and access management independently[80]. - The Company has complied with Listing Rules regarding the appointment of independent non-executive Directors, ensuring at least one-third representation[78]. - The Board has a balanced mix of experiences, including property development, finance, and auditing[79]. - Independent non-executive Directors are invited to serve on key committees, enhancing governance and oversight[78]. - The Company has adopted a code of conduct for employee securities transactions that meets or exceeds standard code requirements[88]. - The Board reserves decision-making for all major matters, including overall strategies, budgets, and significant financial transactions[90]. - The Company provides regular updates on performance, position, and prospects to ensure directors can effectively discharge their duties[81]. - The Audit Committee is responsible for reviewing the adequacy and effectiveness of the company's financial reporting, internal control, and risk management systems[125]. - The Company encourages directors to seek independent professional advice at its expense to fulfill their duties[90]. Risk Management - The Company has established a written risk management policy and maintained a register of risks to ensure effective identification and reporting of major risks to the Board[47]. - The management team completed a risk assessment on the Group and reported the findings to the Board and the Audit Committee on February 26, 2024[47]. - The Board is responsible for the Company's risk management and internal control systems, which are reviewed at least annually[110]. - The Group's risk management and internal control systems cover all major control aspects, including financial, operational, and compliance controls[110]. - The Company has established a three-layer structure for risk management, with business departments as the first layer, functional centers as the second layer, and the internal audit team as the final layer[113]. - The first layer of risk management is responsible for identifying, measuring, and controlling risks in respective business fields[113]. - The second layer formulates rules and standards for subsidiaries/business units to ensure effective risk management[113]. - The third layer focuses on independent monitoring of the effectiveness of the Group's risk solutions and measures[113]. - The management team is required to submit a risk assessment report to the board at least annually[117]. - The risk management policy includes a risk register for identifying, assessing, and reporting risks[117]. - The Group has implemented training programs to enhance risk awareness among staff, ensuring a balance between business expansion and risk management[161]. Financial Performance - The Group recorded revenue of RMB 437.1 million for the year ended December 31, 2022, representing a year-on-year increase of 23.4%[192]. - The total profit and comprehensive income for the year amounted to RMB 22.89 million, with profit attributable to owners of the Company at RMB 16.1 million[192]. - The total managed gross floor area reached 19.6 million square meters, an increase of 24.0% year-on-year, while the total contracted gross floor area was 26.7 million square meters, up by 9.1%[192]. - The Group's ranking among China's Top 100 Property Management Companies improved to 37th, reflecting its enhanced market position[193]. - The Group has implemented diversified business expansion strategies while maintaining prudent financial management principles[193]. - Cost control and optimized resource allocation have contributed to the Group's financial stability and security[193]. - The value-added services provided by the Group have been widely recognized in the market for their uniqueness[193]. Legal and Compliance - As of December 31, 2022, the Company was not engaged in any litigation or arbitration of material importance[26]. - The Company has not entered into any equity-linked agreements during the Reporting Period[21]. - The Company’s shares have been suspended from trading since March 29, 2023, due to delays in publishing financial results[27]. - The Company is currently fulfilling the conditions set by the Stock Exchange for resuming trading, including conducting a legal investigation[27]. - The Group was unable to publish its annual results for the two years ended December 31, 2023, and interim results for the period ended June 30, 2023, due to certain incidents, leading to the suspension of trading of the Company's shares since March 29, 2023[41]. - The Company is currently fulfilling the Resumption Guidance provided by the Stock Exchange, which includes conducting a forensic investigation and announcing the findings[41]. - The Company acknowledges material uncertainty that may cast significant doubt upon its ability to continue as a going concern, as detailed in the financial statements[138]. - The independent auditor issued a modified opinion on the consolidated financial statements, indicating material uncertainty regarding the Group's ongoing viability[156]. Shareholder Engagement - The Company considers effective communication with Shareholders essential for enhancing investor relations and understanding of its business[145]. - The Company has reviewed the implementation and effectiveness of its shareholders' communication policy, finding it effective and adequate[145]. - The Company will ensure that all resolutions at general meetings are voted by poll, with results posted on the Company and Stock Exchange websites in a timely manner[169]. - Shareholders holding at least one-tenth of the paid-up capital may requisition an extraordinary general meeting to propose resolutions[176].
力高健康生活(02370) - 2023 - 年度财报