23-24 # ANNUAL REPORT 2023/24 Annual Report 年報 G-VISION INTERNATIONAL (HOLDINGS) LIMITED 環科國際集團有限公司 1 董事 鄭合輝（主席兼董事總經理） 鄭白明 鄭白敏 鄭白麗 羅道明 洪志遠 袁紹章 羅國泰（於2024年6月19日獲委任） DIRECTORS Independent Non-Executive Directors Law Toe Ming Hung Chi Yuen, Andrew Yuen Shiu Cheong, Johnny Law Kwok Tai (appointed on 19 June 2024) | --- | --- | |--------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------| | | | | ...

Financial Performance - Revenue for the year ended March 31, 2024, was HKD 49,549,000, representing an increase of 9.4% from HKD 45,181,000 in 2023[2] - Gross profit for the same period was HKD 35,742,000, up from HKD 31,481,000, indicating a growth of 13.5%[2] - Operating loss decreased significantly to HKD 5,731,000 from HKD 20,955,000, showing an improvement of 72.7%[2] - The company reported a loss before tax of HKD 6,232,000, compared to a loss of HKD 21,586,000 in the previous year, marking a reduction of 71.1%[2] - Total comprehensive loss attributable to shareholders for the year was HKD 6,292,000, down from HKD 21,812,000, reflecting a decrease of 71.2%[3] - Basic and diluted loss per share improved to HKD 0.32 from HKD 1.11, indicating a significant reduction in losses per share[3] - The group reported a decrease in total financial expenses from HKD 631,000 in 2023 to HKD 501,000 in 2024[22] - The net loss for the group was approximately HKD 6,200,000, a significant reduction of about HKD 15,400,000 from the net loss of HKD 21,600,000 in the previous year[36] Assets and Liabilities - Non-current assets increased to HKD 3,185,000 from HKD 2,190,000, representing a growth of 45.3%[5] - Current assets rose to HKD 46,610,000, up from HKD 29,313,000, an increase of 59.0%[5] - The company's total liabilities increased to HKD 38,653,000 from HKD 10,961,000, reflecting a significant rise of 252.5%[5] - The equity attributable to shareholders decreased to HKD 6,273,000 from HKD 12,565,000, a decline of 50.0%[5] Revenue Sources - The group reported revenue from operating Chinese restaurants of HKD 49,549,000 for 2024, an increase of 9.3% from HKD 45,181,000 in 2023[14] - Other income decreased to HKD 1,845,000 in 2024 from HKD 3,899,000 in 2023, primarily due to a reduction in government subsidies[16] - The group has approximately HKD 252,258,000 in unused tax losses available to offset future profits as of the reporting date[25] - The group’s receivables from restaurant operations increased to HKD 510,000 in 2024 from HKD 180,000 in 2023[27] Employee and Operational Costs - Employee costs totaled approximately HKD 23,400,000, an increase of about HKD 900,000 from HKD 22,500,000 in the previous year[39] - Other operating expenses rose to approximately HKD 13,700,000, compared to HKD 12,800,000 in the previous year, an increase of about HKD 900,000[43] - The group has approximately 90 employees as of March 31, 2024, with total employee costs reaching approximately HKD 23.4 million, up from HKD 22.5 million in 2023[54] Future Outlook and Strategic Decisions - The group expects the renovation of the Tsim Sha Tsui branch to generate additional revenue, despite challenges from rising food and service costs and labor shortages[50] - The group is actively seeking suitable investment opportunities to diversify its business and improve its operational status[50] Corporate Governance and Compliance - The company has adopted the corporate governance code as per the listing rules, with some exceptions regarding the separation of roles between the chairman and CEO[59] - The audit committee has reviewed the financial reports, including the consolidated accounts for the year ending March 31, 2024[60] - All directors confirmed compliance with the standard code for securities trading during the year ending March 31, 2024[61] Shareholder Information - The board has decided not to declare any final dividend for the year ending March 31, 2024, consistent with the previous year[55] - The company will suspend shareholder registration from August 13 to August 16, 2024, to determine eligibility for the upcoming annual general meeting[56] - There were no purchases, sales, or redemptions of the company's shares during the year[57] Financial Reporting - The final results announcement will be published on the company's website and the Hong Kong Stock Exchange website[63] - The company expresses gratitude to the management and employees for their efforts and contributions during the year[64]

Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 24,422,000, representing a 18.5% increase from HKD 20,623,000 in the same period of 2022[7] - Gross profit increased to HKD 17,679,000, up 26.3% from HKD 13,999,000 year-on-year[7] - Operating loss narrowed to HKD 3,366,000 compared to a loss of HKD 5,172,000 in the previous year, indicating improved operational efficiency[7] - Loss attributable to shareholders for the period was HKD 3,634,000, a reduction of 34.4% from HKD 5,533,000 in the prior year[7] - Total comprehensive loss for the period was HKD 3,781,000, down from HKD 5,832,000 in the same period last year[8] - Basic and diluted loss per share improved to HKD 0.19 from HKD 0.28 year-on-year[8] - The group reported a net loss of approximately HKD 3,600,000, an improvement from a net loss of HKD 5,500,000 in the previous year[48] Assets and Liabilities - Non-current assets decreased to HKD 2,121,000 from HKD 2,190,000 as of March 31, 2023[9] - Current assets decreased to HKD 23,869,000 from HKD 29,313,000, primarily due to a reduction in cash and bank balances[9] - Total liabilities decreased to HKD 10,739,000 from HKD 10,961,000, reflecting improved financial management[10] - The company's equity decreased to HKD 8,784,000 from HKD 12,565,000, indicating a decline in net asset value[10] - The company’s cash and cash equivalents at the end of the period were HKD 18,861,000, down from HKD 28,299,000 at the end of the previous year[13] Cash Flow - The net cash used in operating activities for the six months ended September 30, 2023, was HKD (4,647,000), compared to HKD (2,324,000) for the same period in 2022, indicating a significant increase in cash outflow[13] - Cash and cash equivalents decreased by HKD 5,653,000 during the six months ended September 30, 2023, compared to a decrease of HKD 3,295,000 in the prior year[13] Revenue Sources - The restaurant business in Hong Kong generated revenue of approximately HKD 24,400,000, an increase of about HKD 3,800,000 compared to the previous year[56] - The group recognized rental income of HKD 2,160,000 from Hongli Development Limited during the interim period, an increase from HKD 1,560,000 in the same period of 2022, representing a growth of 38.5%[41] Expenses - Employee costs totaled approximately HKD 11,500,000, an increase of about HKD 900,000 due to labor shortages in the catering industry[51] - The company reported a sales cost of HKD 6,743,000 for the six months ended September 30, 2023, slightly up from HKD 6,624,000 in the same period last year[28] - Depreciation expenses for property, plant, and equipment were HKD 98,000 for the six months ended September 30, 2023, down from HKD 1,780,000 in the previous year[28] - The group's other income and losses amounted to approximately HKD 400,000, significantly lower than the previous year's HKD 1,400,000, mainly due to the absence of government subsidies received last year[50] Shareholder Information - Major shareholders include Golden Toy with 172,869,780 shares (8.88%) and Kong Fai with 1,277,168,061 shares (65.62%), collectively holding 74.50% of the issued share capital[72] - The total number of shares held by directors and major executives includes 1,450,037,841 shares held in trust, representing 74.50% of the issued share capital[70] - No additional interests or short positions in the company's shares were reported by directors or major executives as of September 30, 2023[71] Stock Options - As of September 30, 2023, the company has not granted any stock options under the 2020 plan, with 194,631,410 stock options available for grant, representing 10% of the issued shares[69] - The company has 26,000,000 unexercised stock options under the 2010 plan, accounting for approximately 1.3% of the issued shares as of September 30, 2023[69] - The estimated fair value of the stock options granted on October 23, 2017, was HKD 2,906,000, with 30% vesting immediately and the remaining 70% vesting over the next two years[69] - No share options were granted or exercised during the interim period, consistent with the previous period[39] Corporate Governance - The company has adopted the corporate governance code as per the Stock Exchange Listing Rules Appendix 14, ensuring compliance except for specific provisions regarding the separation of roles between the Chairman and CEO[76] - The Audit Committee consists of three independent non-executive directors, with the Chairman being Mr. Hong Zhi Yuan, overseeing internal controls and financial reporting matters for the six months ending September 30, 2023[77] - The Remuneration Committee has been established to recommend policies regarding the remuneration of directors and senior management, consisting of three independent non-executive directors[78] - The Nomination Committee, chaired by Mr. Zheng He Hui, reviews the board's structure and diversity at least annually, aligning with the company's business needs and future development[79] - All directors confirmed compliance with the standards for securities trading as per the Listing Rules Appendix 10 for the six months ending September 30, 2023[80] Dividend Policy - The company did not recommend the distribution of an interim dividend for the period ended September 30, 2023, consistent with the previous year[28] - The board has decided not to declare any interim dividend for the six months ended September 30, 2023[63] Market Outlook - The outlook for the restaurant business remains challenging due to high interest rates, tightening financing conditions, and labor shortages[65]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 G-VISION INTERNATIONAL (HOLDINGS) LIMITED 環 科 國 際 集 團 有 限 公 司 * （於百慕達註冊成立之有限公司） （股份代號：657） 截至2023年9月30日止六個月之 中期業績公佈 環科國際集團有限公司（「本公司」）之董事會（「董事會」）宣佈本公司及其附屬公司 （「本集團」）截至2023年9月30日止六個月之未經審核簡明綜合中期業績連同比較 業績。此簡明綜合中期業績並未經審核，惟已經本公司審核委員會審閱。 簡明綜合損益及其他全面收益表 截至2023年9月30日止六個月 截至9月30日止六個月 2023年 2022年 千港元 千港元 附註 （未經審核） （未經審核） 收入 4 24,422 20,623 銷售成本 (6,743) (6,624) 毛利 17,679 13,999 其他收入及其他收益及虧損 415 1,374 ...

Financial Performance - The Group reported an audited consolidated loss attributable to shareholders of approximately HK$21.6 million for the year ended March 31, 2023, compared to a loss of approximately HK$14.1 million in 2022, resulting in a loss per share of HK$1.11 cents[11][16]. - Consolidated revenue for the year was approximately HK$45.2 million, representing a decrease of approximately HK$69.4 million or 60.6% from last year's revenue of approximately HK$114.6 million[13][18]. - The Group recorded a net loss of approximately HK$21.6 million for the year, compared to a net loss of approximately HK$14.1 million in the previous year, primarily due to increased non-cash impairment losses[45]. - Gross profit decreased by approximately HK$4.0 million from HK$35.5 million in 2022 to approximately HK$31.5 million in 2023, with no gross profit recognized from the property development segment[46]. - Other income and gains for the year amounted to approximately HK$3.4 million, including a subsidy of HK$2.3 million from the Hong Kong government[49]. Revenue Breakdown - Revenue from the restaurant operations in Hong Kong amounted to approximately HK$45.2 million, an increase of approximately HK$4.6 million or 11.3% from the previous year's revenue of approximately HK$40.6 million[14][19]. - The turnover for the first half of the year was approximately HK$20.6 million, a decrease of approximately 30.8% or HK$9.2 million compared to the last corresponding period, primarily due to changes in operating floor area[20]. - The second half of the year saw a turnover of approximately HK$24.6 million, a significant increase of approximately HK$13.8 million compared to the last corresponding period's turnover of approximately HK$10.8 million[23][25]. - Overall turnover for the Group's restaurant operations for the year under review was 25% below the target revenue[89]. Operational Challenges - The restaurant operations were significantly impacted by the fifth wave of the COVID-19 pandemic, leading to a record low revenue of approximately HK$2.6 million in the first quarter of 2022[25]. - The Group's financial results were adversely affected by the COVID-19 pandemic, with operational suspensions in multiple branches during the fifth wave of outbreaks[69]. - The operating environment for the restaurant business remains challenging despite the stabilization of the COVID-19 pandemic[106]. Impairments and Asset Management - The Group decided to recognize non-cash impairments of approximately HK$7.5 million and HK$4.6 million on the right-of-use assets and property, plant, and equipment, respectively, due to uncertainties regarding the outlook and cash flows for the Kwun Tong City Chiu Chow Restaurant[24][27]. - Non-cash impairment losses on right-of-use assets and property, plant, and equipment were recognized at approximately HK$7.5 million and HK$4.6 million respectively, compared to HK$3.1 million and HK$1.9 million in the previous year[60]. - The closure of Hover City Chiu Chow Restaurant resulted in an additional loss of approximately HK$2.0 million due to the write-off of property, plant, and equipment[61]. Employee Costs and Management - Employee costs totaled approximately HK$22.5 million, an increase of approximately HK$3.3 million from HK$19.2 million in the previous year, driven by labor shortages in the restaurant industry[50]. - Total staff costs increased by approximately HK$3.3 million to approximately HK$22.5 million, reflecting higher pay to retain staff amid labor shortages[53]. - Employee remuneration packages are reviewed annually, ensuring competitive salary and benefits, including medical coverage and a provident fund scheme[101]. Strategic Direction - The Group plans to adopt a more cautious approach in committing further capital expenditure due to the challenging operating environment[35]. - The Group will continue to review and revise its business strategies to better position itself for future challenges and investment opportunities[39]. - The Group aims to enhance shareholder value through business diversification and identifying new business opportunities[105]. - The Group will adopt a cautious approach towards future expansion and capital expenditure while seeking investment opportunities in property development in Hong Kong and Australia[106]. Corporate Governance - The Board consists of four executive Directors and three independent non-executive Directors, ensuring a mix of competencies in accounting, finance, and business management[118]. - The Company has complied with Listing Rules by maintaining at least one-third of the Board as independent non-executive Directors since December 1, 2012[129]. - The Board recognizes its overall responsibility for the establishment, maintenance, and review of risk management and internal control systems, providing reasonable assurance on the reliability and integrity of financial and operational information[144]. - The Company has adopted guidelines for handling inside information, ensuring confidentiality and limiting access to authorized personnel only[149]. Shareholder Communication - The Company has established multiple channels for shareholder communication, including annual reports, interim reports, and corporate information on its website[187]. - The Company encourages direct communication between shareholders and the Board, providing contact details for inquiries[188]. - The Board considers the Company's communication with shareholders to be effective during the year under review[196].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 G-VISION INTERNATIONAL (HOLDINGS) LIMITED 環 科 國 際 集 團 有 限 公 司 * （於百慕達註冊成立之有限公司） （股份代號：657） 截至2023年3月31日止年度之業績公佈 環科國際集團有限公司（「本公司」）之董事（「董事」）會（「董事會」）宣佈，本公司及 其附屬公司（「本集團」）截至2023年3月31日止年度之經審核綜合業績，連同截至 2022年3月31日止年度之比較數字如下： 綜合損益及其他全面收益表 截至2023年3月31日止年度 2023年 2022年 附註 千港元 千港元 收入 3 45,181 114,637 銷售成本 (13,700) (79,129) 毛利 31,481 35,508 其他收入及其他收益及虧損 4 3,354 2,033 員工成本 (22,458) (19,186) 短期租約租金 (4,846) (6,230) ...

Financial Performance - Revenue for the six months ended September 30, 2022, was HKD 20,623,000, a decrease of 30.6% compared to HKD 29,814,000 in the same period of 2021[9] - Gross profit for the same period was HKD 13,999,000, down 32.0% from HKD 20,583,000 in 2021[9] - Operating loss narrowed to HKD 5,172,000, compared to a loss of HKD 11,100,000 in the previous year, representing a 53.4% improvement[9] - Loss attributable to shareholders for the period was HKD 5,533,000, compared to HKD 12,260,000 in 2021, indicating a 55.0% reduction in losses[9] - The total comprehensive loss for the six months ended September 30, 2022, was HKD 5,533,000, compared to a loss of HKD 12,260,000 for the same period in 2021, representing a 55.0% improvement[23] - The group recorded a consolidated revenue of approximately HKD 20,600,000 for the six months ended September 30, 2022, a decrease of 30.8% compared to HKD 29,800,000 in the same period last year[58] - The net loss for the period was approximately HKD 5,500,000, an improvement from a net loss of HKD 12,300,000 in the previous year[58] Assets and Liabilities - Total assets as of September 30, 2022, were HKD 48,696,000, down from HKD 53,470,000 as of March 31, 2022[13] - Current assets decreased to HKD 33,414,000 from HKD 36,429,000, reflecting a decline of 8.3%[13] - Total equity as of September 30, 2022, was HKD 28,545,000, down from HKD 34,377,000, a decrease of 17.0%[13] - Cash and cash equivalents were HKD 28,299,000, down from HKD 31,730,000, a decline of 10.0%[13] - Non-current liabilities decreased to HKD 9,441,000 from HKD 10,820,000, a reduction of 12.7%[14] - The total liabilities of the group as of September 30, 2022, were HKD 20,151,000, with liabilities in the restaurant business at HKD 19,470,000[27] Cash Flow - Cash used in operating activities for the six months was HKD 2,324,000, an improvement from HKD 32,323,000 in the prior year[17] - The cash and cash equivalents at the end of the period were HKD 28,299,000, compared to HKD 11,810,000 at the end of the previous year, showing an increase of 139.5%[17] - The company reported a net cash outflow from financing activities of HKD 1,106,000, down from an inflow of HKD 22,435,000 in the previous year[17] Revenue Sources - Revenue from external customers for the restaurant business in Hong Kong was HKD 20,623,000, down from HKD 29,814,000 in the previous year, indicating a decline of 30.9%[23] - The group reported a revenue of HKD 20,623,000 from restaurant operations for the six months ended September 30, 2022, a decrease of 30.7% compared to HKD 29,814,000 in the same period of 2021[32] - The group did not report any revenue from property development in Australia for the six months ended September 30, 2022[23] Cost Management - The cost of goods sold for the period was HKD 6,624,000, down from HKD 9,231,000 in the previous year, indicating a reduction of 28.0%[38] - Employee costs totaled approximately HKD 10,600,000, with a year-on-year savings of HKD 1,800,000 due to reduced staff numbers and increased unpaid leave[60] - Rental expenses under HKFRS 16 were approximately HKD 2,200,000, down from HKD 4,100,000 in the previous year, primarily due to the closure of a restaurant[61] - Depreciation of right-of-use assets was approximately HKD 1,100,000, a decrease from HKD 2,000,000 in the previous year[61] Shareholder Information - Major shareholders include Golden Toy with 172,869,780 shares (8.88%) and Kong Fai with 1,277,168,061 shares (65.62%), collectively holding 74.50% of the issued share capital[89] - The company has 28,000,000 unexercised stock options, representing approximately 1.4% of the company's issued shares[84] - The stock options plan (2020 Plan) is valid until August 3, 2030, and allows for participation from various stakeholders contributing to the company's growth[84] Corporate Governance - The company has adopted the corporate governance code as per the Stock Exchange Listing Rules, but has not fully complied with certain provisions regarding the separation of roles between the Chairman and CEO[92][94] - The Audit Committee consists of three independent non-executive directors, ensuring compliance with accounting standards and internal controls[95] - The Remuneration Committee is responsible for recommending the remuneration policies for directors and senior management to the board[96] - The Nomination Committee reviews the board's structure and diversity at least annually, aligning with the company's business needs and future development[97] Future Plans and Strategies - The group plans to adopt a more cautious approach for future expansion plans and further capital expenditures[78] - The strategy for the restaurant business focuses on operating medium-sized restaurants while implementing effective risk management[78] - The group aims to explore opportunities for strategic investments and acquisitions to improve its situation and revenue sources[78] - The group is currently seeking a suitable location to reopen the Chaozhou restaurant[64] Other Information - The company did not declare an interim dividend for the current period, consistent with the previous year[40] - The group did not enter into any new lease agreements during the six months ended September 30, 2022, maintaining the status quo from the previous year[43] - The group has established a project team in Australia to oversee the development of a low-rise apartment building, with a capitalized contract cost of approximately AUD 11,500,000 (equivalent to HKD 66,400,000)[72] - No significant events affecting the company or its subsidiaries have occurred since the reporting period ended on September 30, 2022[79] - The company has not disclosed any other information that requires reporting under the relevant stock exchange rules[85]

Financial Performance - The Group recorded a consolidated revenue of approximately HK$114.6 million for the year ended March 31, 2022, representing an increase of approximately HK$77.4 million or 208.1% from the previous year's revenue of approximately HK$37.2 million[13][17]. - The audited consolidated loss attributable to shareholders for the same period was approximately HK$14.1 million, with a loss per share of HK$0.72 cents based on 1,946,314,108 ordinary shares in issue[11][15]. - Revenue from the restaurant operations in Hong Kong amounted to approximately HK$40.6 million, an increase of approximately HK$3.4 million or 9.1% from the previous year[20][22]. - Revenue from the property development business in Australia was approximately HK$74.0 million, while revenue from restaurant operations in Hong Kong was approximately HK$40.6 million, reflecting a 9.1% increase from the previous year[47]. - The Group recorded a net loss of approximately HK$14.1 million for the year under review, compared to a net loss of approximately HK$8.8 million for the last corresponding period[48]. - The increase in gross profit of approximately HK$10.0 million was contributed by the property development segment (approximately HK$7.7 million) and the restaurant operations segment (approximately HK$2.3 million)[49]. Impact of COVID-19 - The overall performance of the Group's restaurants was significantly affected by the COVID-19 pandemic, particularly during the fifth wave of infections in early 2022[27]. - The Group's restaurant business faced a significant decline in revenue starting January 2022 due to tightened social distancing measures, resulting in a record low revenue of approximately HK$2.6 million in the first quarter of 2022[27]. - The Group's revenue in the first quarter of 2022 was severely impacted by the COVID-19 pandemic, leading to the suspension of operations at key branches[82]. - The Group's restaurant operations faced challenges due to the tightening of social distancing measures and the need for staff to undergo more frequent COVID-19 testing[67]. - The Group's restaurant operations faced a drastic drop in revenue due to COVID-19 restrictions, resulting in a record low revenue of approximately HK$2.6 million in the first quarter of 2022[30]. Government Support - The Hong Kong government's Consumption Voucher Scheme, amounting to HK$36 billion, positively impacted the overall performance of the Group's restaurants[23]. - The Group received a total of approximately HK$7.25 million in subsidies from the Hong Kong Government under various stages of the Anti-epidemic Fund relief schemes since April 2020[50]. - For the year ended 31 March 2022, the Group recognised subsidies amounting to approximately HK$2.1 million under the Catering Business (Social Distancing) Subsidy Scheme for its restaurants[50]. - The Group received a total of HK$1.35 million from the HK Government's Anti-epidemic Fund under the Catering Business (Social Distancing) Subsidy Scheme[86]. Strategic Plans - The Group plans to open a new branch named "Kwun Tong City Chiu Chow Restaurant" with a right-of-use asset recognized at approximately HK$13.6 million as of the lease commencement[21][25]. - The Group plans to adopt a more cautious approach in capital expenditure and will implement measures to mitigate losses during the challenging operating environment[40]. - The Group aims to continue expanding its property development segment and actively seek investment opportunities in both Australia and Hong Kong[41]. - The Group's strategy for the restaurant business focuses on operating medium-sized restaurants while achieving efficient risk management in a challenging environment[105]. - The Group plans to adopt a more cautious approach in future expansion and capital expenditure while seeking investment opportunities in property development projects in Hong Kong and Australia[105]. Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year ended March 31, 2022, except for specific provisions regarding the separation of roles and appointment letters for directors[110]. - The Board consists of four executive directors and three independent non-executive directors, with a mix of competencies in accounting, finance, and business management[117]. - The independent non-executive directors have confirmed their independence annually, ensuring compliance with the relevant Listing Rules[128]. - The Company has received a statement from the auditor regarding their reporting responsibilities, affirming the integrity of the financial reporting process[129]. - The Group's risk management and internal control systems are deemed adequate and effective following an annual review by the Board and management team[134]. Financial Management - As of 31 March 2022, the Group's bank and cash balances amounted to approximately HK$31.7 million, with a gearing ratio of zero due to no bank borrowings[92]. - The Group drew down approximately HK$43.0 million from loan facilities during the year ended 31 March 2022, with accrued loan interests of approximately HK$1.0 million, and fully repaid the loans in October 2021[93]. - Total staff costs increased to approximately HK$19.2 million, reflecting an increase of HK$0.5 million from the last corresponding period[55]. - Total staff costs, including directors' emoluments, amounted to approximately HK$19.2 million for the year ended 31 March 2022, compared to HK$18.7 million for the previous year[99]. Board and Committees - During the year ended March 31, 2022, the Board held six meetings and one general meeting, with individual attendance rates for directors ranging from 3/6 to 6/6 for Board meetings[121]. - The remuneration committee, consisting of three independent non-executive directors, held one meeting during the year ended March 31, 2022, to review and recommend remuneration packages[146]. - The audit committee, consisting of three INEDs, held two meetings during the year ended March 31, 2022, to review audit findings and financial statements[156]. - The nomination committee was established on March 23, 2012, and reviewed the Board's structure, size, composition, and diversity at least annually[150]. - The attendance rate for the nomination committee members was 100% during the year ended March 31, 2022[154].

股份代號 : 657 G-Vision International (Holdings) Limited 環科國際集團有限公 司 2021/22 中 期 報 告 環科國際集團有限公司 中期報告 2021/22 目錄 | 公司資料 | 2 | | --- | --- | | 獨立審閱報告 | 3-4 | | 簡明綜合損益及其他全面收益表 | 5-6 | | 簡明綜合財務狀況表 | 7-8 | | 簡明綜合權益變動表 | 9 | | 簡明綜合現金流量表 | 10 | | 簡明綜合財務報表附註 | 11-22 | | 管理層討論及分析 | 23-27 | | 其他資料 | 28-34 | 1 環科國際集團有限公司 中期報告 2021/22 公司資料 董事 執行董事 鄭合輝 （主席兼董事總經理） 鄭白明 鄭白敏 鄭白麗 獨立非執行董事 香港法律顧問 銘德有限法律責任合夥律師事務所 百慕達法律顧問 Conyers Dill & Pearman 註冊辦事處 Clarendon House 2 Church Street Hamilton HM 11 Bermuda 梁體超 （於二零二一年六月二十三日 辭任） 羅道明 洪志 ...

Financial Performance - The Group recorded a consolidated revenue of approximately HK$37.2 million for the year ended 31 March 2021, a decrease of approximately HK$30.2 million or 44.9% from last year's revenue of approximately HK$67.4 million[14][18]. - The audited consolidated loss attributable to shareholders for the year was approximately HK$8.8 million, with a loss per share of HK$0.45 based on 1,946,314,108 ordinary shares[12][16]. - The net loss improved by approximately HK$14.4 million compared to last year's net loss of approximately HK$23.2 million[21][23]. - The decline in revenue resulted in a loss of profit margin of approximately HK$20.5 million, offset by reductions in staff costs (approximately HK$11.5 million) and depreciation charges (approximately HK$10.4 million)[21][23]. - The Group's restaurant business continued to be the major revenue contributor, significantly impacted by COVID-19 restrictions, leading to revenue declines of approximately HK$18.1 million and HK$12.1 million in the first and second halves of the financial year, respectively[20][22]. - The Group recognized approximately HK$5.7 million in subsidies from the Hong Kong government during the financial year[21][23]. - The net loss for the year under review was approximately HK$8.8 million, compared to a net loss of approximately HK$23.2 million for the previous year[44]. - Other income significantly increased due to approximately HK$5.7 million in subsidies granted by the Hong Kong Government under various anti-epidemic fund relief schemes[45]. Property Development - Construction of a low-rise apartment building in Camden, New South Wales, Australia, is ongoing, with completion expected in the third quarter of 2021 despite some delays due to weather and COVID-19 restrictions[25]. - The property development project in Australia is seen as a suitable opportunity for the Group to expand its business activities and diversify risks[35]. - As of 31 March 2021, the capitalized contract costs for the Australian property development project amounted to approximately A$7.6 million (HKD 45.8 million), representing around 60% of the total construction costs[74][76]. - The Group recognized an exchange gain of approximately HK$3.7 million from the revaluation of intercompany loans denominated in Australian dollars for property development operations[45]. - The diversification into the property development industry in Australia is expected to provide additional income sources and positive returns for the Group and its shareholders[90][91]. COVID-19 Impact - In February 2020, the Group's revenue dropped by 73% year-on-year due to the impact of COVID-19, with significant cancellations of banquet and corporate bookings[56]. - During the second wave of COVID-19 from March to April 2020, the Group's revenue fell by over 50% compared to the same period last year, with business improving slightly in May and June but still down approximately 30% year-on-year[61]. - The third wave of COVID-19 from July to September 2020 resulted in a 65% year-on-year revenue decline, with August 2020 seeing a drop of over 90% due to dine-in restrictions[63]. - In December 2020, the Group's revenue decreased by over 75% year-on-year, and in January 2021, it fell by nearly 80% due to stringent social distancing measures[70]. - In February and March 2021, despite a 45% increase in revenue compared to the same months in the previous year, it remained 50% below the Group's target sales[68]. - The Group's revenue in February and March 2021 improved by 45% compared to the previous year, but was still 50% short of the target sales[72]. Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year ended 31 March 2021, except for specific provisions regarding the separation of roles and appointment letters for directors[97]. - The Board consists of four executive directors and three independent non-executive directors, with a resignation and appointment occurring on 23 June 2021[103]. - During the year ended 31 March 2021, the Board held six meetings and one general meeting, with individual attendance rates varying among directors[107]. - The Company has maintained sufficient independent non-executive directors on the Board, complying with Listing Rules since 1 December 2012[111]. - The directors acknowledge their responsibility for preparing financial statements that reflect the Group's financial position accurately[115]. - The Board recognizes its responsibility for establishing and reviewing risk management and internal control systems[116]. - The Group's risk management and internal control systems are governed by a set of policies and guidelines outlined in the internal control manual[120]. - The Board conducted an annual review of the risk management and internal control systems, finding them adequate and effective[121]. - The remuneration committee held one meeting during the year ended March 31, 2021, to review and recommend remuneration packages based on individual responsibilities and market conditions[131]. - The nomination committee reviewed the board's composition and diversity, assessing the independence of independent non-executive directors during the year ended March 31, 2021[135]. - The company has established a clear organizational structure with defined responsibilities and authorization limits to mitigate risks[122]. - The company emphasizes continuous professional development for directors to ensure their contributions remain informed and relevant[129]. - The roles of chairman and chief executive are currently held by the same individual, which the Board believes does not lead to undue concentration of power[124]. - The company has a policy regarding board member diversity, considering factors such as gender, age, and professional experience[135]. - The remuneration committee consists of three independent non-executive directors, ensuring oversight of executive compensation[131]. - The company has established a clear framework for the segregation of duties to reduce the risk of manipulation or error[122]. - The independent non-executive directors are subject to retirement by rotation at least once every three years, aligning with corporate governance standards[126]. - The nomination committee reviewed the structure, size, composition, and diversity of the Board at least annually, ensuring it aligns with the Group's corporate strategy[136]. - The nomination committee held one meeting during the year ended 31 March 2021, assessing the independence of INEDs and the Board's diversity[136]. - The audit committee, comprising three INEDs, held two meetings during the year ended March 31, 2021, reviewing audit findings and financial statements[142]. - The audit fees for the year ended 31 March 2021 amounted to HKD 450,000, while non-audit fees were HKD 121,000, totaling HKD 571,000[144]. - The company secretary has been in position since 17 February 2006 and complied with the qualification and training requirements under the Listing Rules for the year ended 31 March 2021[149]. - The Board reviewed the Group's corporate governance policies and compliance with legal and regulatory requirements for the year ended 31 March 2021[148]. - The nomination committee's policy on diversity includes considerations of gender, age, cultural background, and professional experience[136]. - The audit committee recommended the Board to adopt the interim and annual reports for 2020/21[142]. - The attendance rate for the nomination committee members was 100% during the year ended 31 March 2021[138]. Shareholder Communication - The company encourages direct communication with shareholders for any inquiries regarding the Board[152]. - Shareholders holding not less than one-tenth of the paid-up capital can request a special general meeting to address specified matters[161]. - The company has not made significant changes to its Memorandum of Association and Bye-laws during the year ended 31 March 2021[160]. - The company encourages shareholders to maintain direct communication and can address inquiries through the company secretary[154]. - The process of the company's general meetings will be regularly monitored and reviewed to ensure shareholders' needs are met[156]. - The company allows shareholders to appoint proxies to attend and vote at meetings if they are unable to attend[156]. - The company has a commitment to ensuring the best service for shareholders during general meetings[156]. Management and Operations - The Group is an investment holding company primarily engaged in operating restaurants specializing in Chiu Chow Cuisine in Hong Kong[189]. - For the year ended March 31, 2021, the Board resolved not to recommend the payment of a final dividend, consistent with the previous year where no dividend was paid[190]. - The annual report includes a fair review of the Group's business performance, principal risks, and uncertainties, as well as future development discussions[191]. - The financial risk management objectives and policies of the Group are detailed in note 6 of the consolidated financial statements[191]. - The Group maintained good relationships with employees, customers, and suppliers, with no significant disputes reported during the review year[194]. - The Company has complied with applicable laws and regulations, with no major violations impacting its business operations reported during the review year[193]. - The largest supplier accounted for 17% of the Group's purchases, while the five largest suppliers together accounted for 44%[200]. - The aggregate revenue from the five largest customers was less than 30% of the Group's total revenue for the year[200]. - The Group is committed to environmental sustainability and compliance with relevant laws and regulations[197][198]. - There were no material breaches of applicable laws and regulations that significantly impacted the Group's business operations[198]. - The Group maintained good relationships with employees, customers, and suppliers, with no significant disputes reported during the year[199].