股份代號 : 657 G-Vision International (Holdings) Limited 環科國際集團有限公 司 2020/21 中 期 報 告 環科國際集團有限公司 中期報告 2020/21 目錄 | 公司資料 | 2 | | --- | --- | | 獨立審閱報告 | 3 | | 簡明綜合損益及其他全面收益表 | 4-5 | | 簡明綜合財務狀況表 | 6-7 | | 簡明綜合權益變動表 | 8 | | 簡明綜合現金流量表 | 9 | | 簡明綜合財務報表附註 | 10-20 | | 管理層討論及分析 | 21-27 | | 其他資料 | 28-34 | 1 環科國際集團有限公司 中期報告 2020/21 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 梁體超 羅道明 洪志遠 公司秘書 鄭白明 主要往來銀行 香港上海滙豐銀行有限公司 恒生銀行有限公司 富邦銀行（香港）有限公司 中國工商銀行（亞洲）有限公司 核數師 羅申美會計師事務所 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 ...

Financial Performance - The Group recorded a consolidated revenue of approximately HK$67.4 million for the year ended 31 March 2020, representing a decrease of approximately HK$18.0 million or 21.0% from last year's revenue of approximately HK$85.4 million[17]. - The audited consolidated loss attributable to shareholders for the year was approximately HK$23.2 million, with a loss per share of HK$1.19 based on 1,946,314,108 ordinary shares in issue[15]. - The net loss for the year amounted to approximately HK$23.2 million, worsening by approximately HK$10.4 million compared to last year's net loss of approximately HK$12.8 million[24]. - Revenue in the second half of the year dropped by approximately HK$13.0 million, primarily due to the outbreak of COVID-19, which led to a three-week suspension of operations at the Tsim Sha Tsui branch[23]. - The decrease in revenue resulted in a loss of profit margin of approximately HK$11.9 million, while the adoption of HKFRS 16 led to an increase in lease-related expenses by approximately HK$4.3 million[24]. - The Group's restaurant revenue was significantly impacted by government-imposed social distancing measures starting in March 2020, resulting in a revenue decline of approximately HK$11.0 million during February and March[23]. - Revenue for the Group's restaurants dropped approximately 70% from normal operations due to COVID-19 and social distancing measures[54]. - The net loss for the year was approximately HK$23.2 million, compared to a net loss of approximately HK$12.8 million in the previous year, resulting in a loss of profit margin of approximately HK$11.9 million[39]. Cost Management - Staff costs were reduced by approximately HK$5.6 million, partially offsetting the negative impacts on the net loss position[24]. - Total staff costs for the year reached approximately HK$30.2 million, down from HK$35.8 million in the previous year[63]. - The Group recognized approximately HK$20.4 million in total depreciation and finance costs related to leases for the year ended 31 March 2020, which was approximately HK$4.3 million higher than previous lease costs[41]. - Total staff costs reduced by approximately HK$5.6 million compared to the previous year, primarily due to decreased turnover-based remuneration and reduced temporary workers[48]. Development Projects - The Group's development project in Australia involves the construction of a low-rise apartment block comprising 26 apartments and communal facilities, with the agreement entered into on 18 October 2019[25]. - The commencement of development and construction business in Australia is expected to provide opportunities for business expansion and risk diversification[31]. - The Group plans to explore development and construction projects in Australia to increase revenue sources[66]. - The Group established a local project team to oversee construction progress, which may face delays due to the COVID-19 pandemic and supply chain disruptions[29]. Governance and Compliance - The Board of Directors consists of four executive directors and three independent non-executive directors, ensuring a diverse skill set in areas such as accounting, finance, and business management[78]. - The Company has complied with Listing Rules 3.10(1) and (2), maintaining a sufficient number of independent non-executive directors, including one with professional accounting qualifications[89]. - The directors acknowledge their responsibility for preparing financial statements that provide a true and fair view of the Group's financial position, in accordance with applicable accounting standards[90]. - The Board conducted an annual review of the risk management and internal control systems, concluding that the systems in place are adequate and effective[95]. - The Company has adopted guidelines for the disclosure of inside information, ensuring unauthorized use of confidential information is strictly prohibited[94]. - The independent non-executive directors represent at least one-third of the Board, ensuring independence and proper governance[89]. - The Company has received an annual confirmation of independence from each independent non-executive director, affirming their status[89]. - The Board is collectively responsible for formulating and implementing the Group's strategies and policies, as well as monitoring performance[83]. - The Company has not identified any material uncertainties that may cast significant doubt on its ability to continue as a going concern[90]. - The Board reviewed the Group's corporate governance policies and compliance with legal and regulatory requirements during the year ended March 31, 2020[124]. Shareholder Engagement - The Company encourages direct communication with shareholders and provides contact details for inquiries[131]. - The company promotes shareholder participation in general meetings and allows proxies to vote on their behalf[133]. - The Board members, including committee chairpersons and management executives, will attend annual general meetings to address shareholder questions[134]. - Shareholders holding not less than one-tenth of the paid-up capital can request a special general meeting to address specified business matters[139]. Financial Position - As of March 31, 2020, the Group's cash and bank balances amounted to approximately HK$57.3 million, with a gearing ratio of zero[55]. - The Group has no bank borrowings, indicating a strong financial position[55]. - The Company is controlled by two discretionary trusts, with family members of Mr. Cheng Hop Fai as beneficiaries[197]. - The Company’s governance structure includes significant shareholdings by related parties, indicating potential influence over corporate decisions[197]. Risks and Challenges - The restaurant business continued to be the major contributor to the Group's revenue, but faced significant declines due to renovations, the Sino-American trade war, and social unrest in Hong Kong[18]. - The company faces significant risks and uncertainties, which are discussed in the chairman's report and management discussion sections of the annual report[163]. - Management is closely monitoring foreign currency risks associated with certain bank deposits denominated in Australian dollars, US dollars, and Renminbi[57]. - There were no material breaches of applicable laws and regulations that significantly impacted the Group's business and operations during the year[174]. Remuneration and Compensation - Employee remuneration packages are competitive, with total staff costs reflecting a review of compensation strategies[64]. - The remuneration committee, consisting of three independent non-executive directors, held one meeting during the year ended March 31, 2020, to review and recommend remuneration packages based on individual responsibilities and market conditions[107]. - The remuneration committee's recommendations are based on the scope of the Group's operations and prevailing market conditions, ensuring competitive compensation[107]. Charitable Contributions - Charitable donations made by the Group during the year amounted to HK$6,000, a decrease from HK$20,000 in the previous year[181].

股份代號 : 657 G-Vision International (Holdings) Limited 環科國際集團有限公 司 中 期 報 告 2019/20 環科國際集團有限公司 梁體超 羅道明 麥燿堂 （於二零一九年六月十八日辭任） 洪志遠 （於二零一九年六月十八日獲委任） 中期報告 2019/20 1 環科國際集團有限公司 公司資料 董事 執行董事 目錄 | 公司資料 | 2 | | --- | --- | | 獨立審閱報告 | 3 | | 簡明綜合損益及其他全面收益表 | 5 | | 簡明綜合財務狀況表 | 7 | | 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 | | 管理層討論及分析 | 22 | | 其他資料 | 26 | 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 Clarendon House 2 Church Street Hamilton HM 11 Bermuda 公司秘書 主要營業地點 鄭白明 主要往來銀行 香港上海滙豐銀行有限公司 恒生銀行有限公司 富邦銀行（香港）有限公司 中國工商銀行（亞洲 ...

Financial Performance - The Group recorded a consolidated revenue of approximately HK$85.4 million for the year ended 31 March 2019, representing a decrease of approximately HK$1.5 million or 1.8% from last year's revenue of approximately HK$86.9 million[16]. - The audited consolidated loss attributable to shareholders for the year was approximately HK$12.8 million, compared to a net loss of approximately HK$8.9 million in the previous year[14]. - The net loss for the year increased due to a drop in revenue and an increase in rental and staff expenditures[24]. - For the year ended 31 March 2019, the Group recorded consolidated revenue of approximately HK$85.4 million, representing a decrease of 1.8% from the previous year's revenue of approximately HK$86.9 million[31]. - The net loss for the Group increased to approximately HK$12.8 million for the year under review, compared to a net loss of approximately HK$8.9 million for the previous year, reflecting an increase of approximately HK$3.9 million[31]. Revenue Sources - The restaurant business continued to be the major contributor to the Group's revenue, although there was a notable decrease in revenue in the second half of the year due to a challenging operating environment[17]. - Revenue from Hover City Chiu Chow Restaurant decreased by approximately HK$4.9 million, significantly impacted by a competitive operating environment and a five-week renovation starting in mid-March 2019[32]. - The Tsim Sha Tsui branch's revenue improved by approximately HK$3.4 million, recovering from a previous three-week closure for kitchen maintenance in April 2017[32]. - The Group's restaurant business remains the core business and is expected to provide a stable source of revenue[25]. Cost Management - The Group plans to implement more cost control measures while maintaining the quality of food and services to address the increased net loss due to rising rental and staff expenditures[24]. - The Group's gross profit margin was negatively impacted by a loss of profit margin of approximately HK$1.5 million due to reduced revenue, alongside increased rental costs of approximately HK$1.4 million and staff costs of approximately HK$0.8 million[33]. - Total staff costs, including directors' emoluments, reached approximately HK$35.8 million for the year under review, an increase from HK$34.9 million in the previous year[42]. - The restaurant business remains the core operation, but the Group will continue to monitor operating costs due to rising rentals and increasing food and staff costs[48]. Corporate Governance - The Board has resolved not to recommend the payment of a final dividend for the year ended 31 March 2019[15]. - The Company did not have formal letters of appointment for certain directors, but all directors are required to follow guidelines from the Companies Registry and the Hong Kong Institute of Directors[55]. - The Board consists of four executive directors and three independent non-executive directors, with a recent change in the independent non-executive director position[60]. - The Company has complied with the Listing Rules regarding the number of independent non-executive directors, maintaining at least one-third representation since December 2012[70]. - The directors acknowledge their responsibility for preparing financial statements that reflect the Group's financial position accurately and in accordance with applicable standards[71]. Risk Management - The Board recognizes its overall responsibility for establishing and reviewing risk management and internal control systems to ensure the reliability of financial and operational information[75]. - The risk management and internal control systems are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatement or loss[75]. - The Group's risk management and internal control systems are deemed adequate and effective following an annual review by the Board and the audit committee[81]. Shareholder Relations - The Company encourages direct communication with shareholders and provides contact details for inquiries[113][115]. - Shareholders holding at least one-tenth of the paid-up capital can request a special general meeting[122]. - The company regularly monitors and reviews the process of general meetings to ensure shareholders' needs are met[117]. - The board members and external auditors attend annual general meetings to address shareholders' questions[118]. Compliance and Ethics - The Company emphasizes compliance with legal and regulatory requirements in its corporate governance practices[120]. - The Company has adopted the "Guidelines on Disclosure of Inside Information" to handle and disseminate inside information, with strict prohibition on unauthorized use of confidential information[80]. - The Company confirmed compliance with the Model Code for Securities Transactions by Directors, with all directors affirming adherence to the required standards during the year[59]. Business Development - The Group is actively seeking suitable investment opportunities for business diversification across different industry sectors[26]. - The Group aims to enhance shareholder value through business diversification and by identifying new business opportunities[47]. - The Group will regularly review and revise its business strategies to better position itself for future challenges and potential acquisition opportunities[48]. Sustainability and Community Engagement - The Company is committed to sustainable development and adheres to environmental protection laws and regulations[162]. - The Group made charitable donations of HK$20,000 during the year, consistent with the previous year[169]. - There were no material breaches of applicable laws and regulations that significantly impacted the Group's business and operations during the year[158].