MILLIONHOPE IND(01897)

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美亨实业(01897) - 2022 - 中期财报
2021-12-16 09:41
Financial Performance - For the six months ended September 30, 2021, the Group recorded unaudited consolidated revenue of HK$380.5 million, representing a growth of 60.4% from HK$237.2 million for the same period in 2020[15]. - The unaudited consolidated profit attributable to owners of the Company for the same period was HK$21.8 million, an increase of 8.7% compared to HK$20.1 million in the prior period[16]. - Basic earnings per share for the six months ended September 30, 2021, remained at HK$0.05, unchanged from the same period in 2020[17]. - The diluted earnings per share for the current period were HK$0.05, while no diluted earnings per share were presented for the corresponding period last year[17]. - The gross profit margin decreased from 15.5% in the prior period to 10.9% in the current period due to lower margin projects and increased material costs[16]. - The total comprehensive income for the period was HK$22,665,000, slightly down from HK$23,321,000 in the same period last year[140]. - Profit for the period was HK$21,800,000, up from HK$20,050,000 in the prior year, reflecting an increase of approximately 8.7%[140]. - Revenue for the six months ended 30 September 2021 was HK$380,544,000, an increase from HK$237,220,000 in the same period of 2020, representing a growth of approximately 60.4%[140]. Revenue Sources - Revenue growth was primarily driven by various residential development projects, including those at Kai Tak and Wong Chuk Hang Station[15]. - Revenue from the design, supply, and installation of curtain walls and aluminium windows for new buildings was HK$320,841,000, up 43.5% from HK$223,603,000 in the previous year[170]. - Revenue from renovation works for existing buildings was HK$55,980,000, significantly increasing from HK$10,044,000 in the prior period[170]. - Revenue from Hong Kong was HK$377,723,000, representing a 60.9% increase from HK$234,731,000 in the previous year[176]. - Revenue from Mainland China was HK$2,821,000, a slight increase from HK$2,489,000 in the same period last year[176]. Market Conditions and Strategies - The Group's performance reflects intense competition in the market, impacting profit margins[16]. - Future strategies may focus on enhancing project profitability and exploring new development opportunities to mitigate margin pressures[16]. - The Company continues to monitor market conditions and adjust its strategies accordingly to sustain growth[16]. - The Group's business development is expected to remain stable due to ongoing housing development and infrastructure investments by the government[30]. Cash and Financial Position - The Group maintains a net cash position and expects stable revenue from outstanding contracts over the next 2 to 3 years[32]. - As of September 30, 2021, the Group's total cash and bank balances were HK$164.6 million, accounting for 30.0% of current assets, down from 46.6% as of March 31, 2021[37][42]. - The Group maintained a net cash position with no bank loans outstanding as of September 30, 2021, and net current assets increased to HK$443.1 million[39][47]. - The current ratio as of September 30, 2021, was 5.17 times, compared to 7.22 times as of March 31, 2021[39][42]. - The Group has access to bank facilities totaling HK$360 million, with HK$125.5 million utilized for performance bonds as of September 30, 2021[38][42]. Shareholder Information - The company has a total of 421,461,630 ordinary shares issued as of September 30, 2021[70]. - Wong Sue Toa, Stewart holds 16,313,054 shares, representing approximately 5.53% of the issued share capital[64]. - Cha Mou Daid, Johnson holds 219,409,017 shares, which is about 52.05% of the issued share capital[64]. - Tai Sai Ho holds 8,590,288 shares, accounting for 2.03% of the issued share capital[64]. - The share option scheme was adopted on August 25, 2020, and is valid for ten years until August 24, 2030[74]. - The purpose of the share option scheme is to reward participants and encourage contributions to enhance the company's value[82]. Corporate Governance - The company has complied with all Code Provisions of the Corporate Governance Code, except for one deviation regarding attendance at the annual general meeting[120]. - The company has adopted the Model Code for securities transactions by directors, with all directors confirming compliance during the reporting period[121]. - The company emphasizes transparency and accountability to all shareholders as part of its corporate governance principles[120]. Dividends and Share Repurchases - The Group declared a first interim dividend of HK1.6 cents per share for the six months ended September 30, 2021, consistent with the previous year[22]. - The second interim dividend declared was HK$2.6 cents per share, totaling HK$11,030,000, compared to HK$8,727,000 for the final dividend of HK$2.0 cents per share in the previous year[187]. - The company repurchased a total of 18,046,000 shares during the six months ended 30 September 2021, with an aggregate consideration of approximately HK$15,235,000[127]. - 17,880,000 of the repurchased shares were cancelled during the period, and the remaining 166,000 shares were cancelled in October 2021[127].
美亨实业(01897) - 2021 - 年度财报
2021-07-22 08:44
[Corporate Information](index=3&type=section&id=Corporate%20Information) [Corporate Information](index=3&type=section&id=Corporate%20Information) This section outlines the company's fundamental details, including board and committee structures, key personnel changes, and essential corporate contacts - Mr. Wong Sue Toa, Stewart was re-designated from Vice Chairman to Chairman of the Board on **November 23, 2020**[5](index=5&type=chunk) - The company appointed Deloitte Touche Tohmatsu as its auditor[6](index=6&type=chunk) [Group Structure](index=6&type=section&id=Group%20Structure) [Group Structure](index=6&type=section&id=Group%20Structure) Mei Heung Industrial Holdings Limited, the top-tier holding company, maintains 100% control over its Hong Kong and mainland China operating entities via BVI subsidiaries - Mei Heung Industrial Holdings Limited, through its BVI subsidiaries, **100% owns** all operating entities, including Mei Heung Industrial Limited and Mei Hing New Building Materials (Huizhou) Co., Ltd[11](index=11&type=chunk) [Financial Highlights](index=7&type=section&id=Financial%20Highlights) [Financial Highlights](index=7&type=section&id=Financial%20Highlights) This section presents a five-year overview of key financial metrics, highlighting record revenue and significant profit growth in FY2021, alongside steady shareholder equity expansion Financial Highlights (HKD million) | Metric (HKD million) | 2021 | 2020 | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 536.0 | 299.8 | 376.6 | 421.1 | 501.9 | | **Profit Attributable to Owners of the Company** | 38.9 | 24.2 | 22.9 | 50.1 | 55.3 | | **Shareholders' Equity** | 545.9 | 514.9 | 508.8 | 128.7 | 75.4 | [Chairman's Statement](index=8&type=section&id=Chairman%27s%20Statement) [FY2021 Results](index=8&type=section&id=RESULTS%20FOR%20THE%20FINANCIAL%20YEAR%20ENDED%2031%20MARCH%202021) The Group achieved substantial revenue growth of 78.8% to HK$536 million and a 60.7% increase in profit attributable to owners, despite a gross margin decline to 14.0% due to competition and rising costs FY2021 Financial Performance (HKD million, unless otherwise stated) | Financial Metric | FY2021 | FY2020 | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 536.0 | 299.8 | +78.8% | | **Profit Attributable to Owners** | 38.9 | 24.2 | +60.7% | | **Gross Profit Margin** | 14.0% | 16.4% | -2.4pp | | **Basic EPS** | 0.09 | 0.06 | +50.0% | | **Net Asset Value per Share** | 1.23 | 1.18 | +4.2% | - Revenue growth was primarily driven by residential projects at Lohas Park Phase 7 and 10, Kai Tak New Kowloon Inland Lot Nos. 6565 and 6564, and the commercial development at 75-85 Lockhart Road[22](index=22&type=chunk) - Profit growth also benefited from increased other income due to subsidies received under the Hong Kong SAR Government's "Employment Support Scheme"[23](index=23&type=chunk) [Dividend](index=9&type=section&id=DIVIDEND) The Board declared a total annual dividend of HK$0.042 per share, an increase from the prior year, and plans to distribute two interim dividends annually for more even payments Dividend Per Share (HK cents) | Dividend Item | FY2021 (per share) | FY2020 (per share) | | :--- | :--- | :--- | | **First Interim Dividend** | 1.6 | 1.2 | | **Second Interim/Final Dividend** | 2.6 | 2.0 | | **Total Annual Dividend** | **4.2** | **3.2** | - Starting from FY2021, the company plans to distribute **two interim dividends**, with the second interim dividend replacing the final dividend, to allow shareholders to receive dividends earlier[33](index=33&type=chunk) [Business Review](index=10&type=section&id=BUSINESS%20REVIEW) Despite initial COVID-19 disruptions, the Group's operations recovered, achieving strong revenue and gross profit growth of 78.8% and 52.0% respectively, as construction progress resumed - In the early stages of the pandemic, semi-finished product manufacturing and transportation processes were delayed or even halted, significantly impacting the Group's operations[37](index=37&type=chunk)[38](index=38&type=chunk) - As the pandemic came under control, the Group's business resumed normal operations, catching up on delayed construction progress, which led to substantial increases in revenue and gross profit[37](index=37&type=chunk)[38](index=38&type=chunk) [Prospects](index=11&type=section&id=PROSPECTS) Strong Hong Kong property market demand offers positive prospects, but rising raw material costs and RMB appreciation pose margin pressures, while HK$1,284.5 million in uncompleted contracts provide future revenue stability - As of March 31, 2021, the Group's uncompleted contract value amounted to **HK$1,284.5 million**, expected to provide robust support for revenue in the next **2 to 3 years**[47](index=47&type=chunk)[49](index=49&type=chunk) - The Group faces cost pressures from rapidly rising raw material prices and RMB appreciation, which may impact project gross profit margins[43](index=43&type=chunk)[45](index=45&type=chunk) - Despite cost challenges, strong local property market demand and developers' willingness to enhance building value provide a positive outlook for industry development[42](index=42&type=chunk)[44](index=44&type=chunk) [Operations Review](index=13&type=section&id=Operations%20Review) [Principal Business and Projects](index=13&type=section&id=Operations%20Review) The Group, a Hong Kong-based subcontractor with over 20 years of experience, specializes in facade and curtain wall systems, completing and securing numerous projects, holding HK$1,284.5 million in uncompleted contracts, and achieving ISO certifications - The Group's principal business is providing **one-stop design, supply, and installation services** for curtain walls and aluminum windows and doors in Hong Kong, primarily serving main contractors and property developers[52](index=52&type=chunk)[53](index=53&type=chunk) - Key projects completed during the year include Lohas Park Phase 6 residential project and the commercial development project at Lockhart Road, Wan Chai[55](index=55&type=chunk)[58](index=58&type=chunk) - Major projects undertaken during the year include Lohas Park Phase 7 and 10, and several residential development projects in Kai Tak[60](index=60&type=chunk)[63](index=63&type=chunk) - New projects awarded during the year include residential and integrated development projects in Kai Tak, Kennedy Town, Tuen Mun, etc. As of March 31, 2021, the total uncompleted contract value on hand was **HK$1,284.5 million**[67](index=67&type=chunk) - The Group obtained **ISO 9001:2015** Quality Management System and **ISO 14001** Environmental Management System certifications, and was awarded the **"Quality Contractor of the Year 2021"** certificate for window works in a residential project in Ma On Shan, Sha Tin, New Territories[67](index=67&type=chunk) [Financial Review](index=18&type=section&id=Financial%20Review) [Summary of Results](index=18&type=section&id=Summary%20of%20Results) The Group reported strong FY2021 financial performance with revenue up 78.8% to HK$536 million and profit attributable to owners up 60.7% to HK$38.9 million, despite a gross margin decline to 14.0% Summary of Financial Results (HKD million, unless otherwise stated) | Financial Metric | FY2021 | FY2020 | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 536.0 | 299.8 | +78.8% | | **Profit Attributable to Owners** | 38.9 | 24.2 | +60.7% | | **Gross Profit Margin** | 14.0% | 16.4% | -2.4pp | | **Basic EPS** | 0.09 | 0.06 | +50.0% | | **Net Asset Value** | 545.9 | 514.9 | +6.0% | [Group Liquidity and Financial Resources](index=19&type=section&id=Group%20Liquidity%20and%20Financial%20Resources) The Group maintains a robust financial position with HK$236 million in cash, HK$345 million in available bank facilities, no bank loans, and a strong current ratio of 7.22 times Group Liquidity and Financial Resources (HKD million, unless otherwise stated) | Liquidity Metric | As of March 31, 2021 | As of March 31, 2020 | | :--- | :--- | :--- | | **Cash and Bank Balances** | 236.0 | 297.7 | | **Total Bank Facilities** | 345.0 | - | | **Utilized Bank Facilities (Performance Bonds)** | 107.2 | - | | **Bank Loans** | 0 | 0 | | **Net Current Assets** | 435.8 | 400.9 | | **Current Ratio** | 7.22 times | 8.91 times | - During the year, operating activities resulted in a **net cash outflow of HK$47.8 million**, primarily due to increases in trade and other receivables, deposits and prepayments, and contract assets[82](index=82&type=chunk) [Capital Structure and Other Financial Information](index=21&type=section&id=Capital%20Structure%20and%20Other%20Financial%20Information) The Group's capital structure is equity-based with no bank loans, shareholders' equity increased to HK$545.9 million, and there were no significant investments, acquisitions, disposals, or asset pledges during the year - The capital structure is entirely composed of equity, with **no bank loans**[89](index=89&type=chunk)[94](index=94&type=chunk) - As of March 31, 2021, outstanding performance bonds amounted to **HK$107.2 million**[104](index=104&type=chunk) - There were **no significant investments, acquisitions, disposals, or asset pledges** during the year[90](index=90&type=chunk)[91](index=91&type=chunk) [Employees and Remuneration Policy](index=22&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICY) The Group values its 253 employees (116 in mainland China), offering competitive remuneration packages and benefits, with annual reviews based on qualifications, experience, performance, and profitability - As of March 31, 2021, the Group had a total of **253 full-time employees**, with **116 in mainland China**[110](index=110&type=chunk) - Remuneration policy is based on employee qualifications, experience, position, and seniority, with annual reviews incorporating individual performance and Group profitability[112](index=112&type=chunk) [Corporate Governance Report](index=23&type=section&id=Corporate%20Governance%20Report) [Compliance with Corporate Governance Code](index=23&type=section&id=COMPLIANCE%20WITH%20CORPORATE%20GOVERNANCE%20CODE) The company generally complied with the Corporate Governance Code for FY2021, with deviations noted for certain non-executive and independent non-executive directors' attendance at the 2020 AGM - The company deviated from code provision A.6.7, as some non-executive and independent non-executive directors were unable to attend the **2020 Annual General Meeting**[116](index=116&type=chunk) - The company deviated from code provision E.1.2, as the former Chairman of the Board and Chairman of the Nomination Committee were unable to attend the **2020 Annual General Meeting**[121](index=121&type=chunk) [Board of Directors](index=24&type=section&id=BOARD%20OF%20DIRECTORS) The Board oversees leadership, monitoring, and strategy, delegating daily operations, ensuring diverse composition, adhering to governance policies, and providing continuous professional development for directors - The Board is responsible for strategic leadership and oversight, with daily operations delegated to the Joint Managing Directors and senior management[123](index=123&type=chunk)[126](index=126&type=chunk) - The Board's composition complies with Listing Rules, including at least **three independent non-executive directors**, comprising at least **one-third of the Board members**[135](index=135&type=chunk) - The company has adopted a **Board Diversity Policy** and a **Director Nomination Policy** to ensure directors possess the necessary skills, experience, and diverse perspectives[142](index=142&type=chunk)[147](index=147&type=chunk) - The roles of the Chairman (Mr. Wong Sue Toa, Stewart) and Joint Managing Directors (Mr. Chu Kin Lun and Mr. Lee Cheuk Hung) are **clearly separated** with distinct responsibilities[171](index=171&type=chunk) [Board and Committee Operations](index=36&type=section&id=BOARD%20AND%20COMMITTEES) The Board held four meetings and is supported by Audit, Nomination, Remuneration, and Investment Committees, each with specific oversight responsibilities, and director attendance records are detailed - The Audit Committee comprises **four independent non-executive directors**, chaired by Mr. Yip Kai Wing, responsible for reviewing financial statements, recommending external auditors, and reviewing risk management and internal control systems[203](index=203&type=chunk) - The Nomination Committee, chaired by Professor Ho Yan Ki, is responsible for reviewing the Board structure, identifying and recommending director candidates, and assessing the independence of independent non-executive directors[212](index=212&type=chunk) - The Remuneration Committee, chaired by Mr. Poon Kan Kwong, is responsible for formulating remuneration policies and making recommendations on the remuneration and share option grants for directors and senior management[221](index=221&type=chunk) - The Investment Committee, chaired by Mr. Wong Sue Toa, Stewart, is responsible for handling the Group's investment decisions[227](index=227&type=chunk) Board and Committee Meeting Attendance | Meeting Type | Number of Meetings | | :--- | :--- | | **Board Meetings** | 4 | | **Audit Committee Meetings** | 3 | | **Nomination Committee Meetings** | 3 | | **Remuneration Committee Meetings** | 4 | | **Investment Committee Meetings** | 2 | [Risk Management and Internal Control](index=45&type=section&id=RISK%20MANAGEMENT%20AND%20INTERNAL%20CONTROL) The Board oversees the Group's risk management and internal control systems, which are reviewed annually by external consultants and deemed effective and adequate - The Board confirms its oversight responsibility for risk management and internal control systems, conducting effectiveness reviews at least annually[236](index=236&type=chunk) - The Group established a Risk Management Committee and engaged external consultants to assist in reviewing system effectiveness, which the Board considers effective and adequate[237](index=237&type=chunk)[244](index=244&type=chunk) [Shareholder Rights and Investor Relations](index=48&type=section&id=SHAREHOLDER%20RIGHTS%20AND%20INVESTOR%20RELATIONS) The company ensures shareholder rights and communication through general meetings, detailing procedures for convening meetings, proposing resolutions, and nominating directors, with additional inquiry channels available - Shareholders holding not less than **one-tenth of the company's paid-up share capital** may request in writing to convene an extraordinary general meeting[265](index=265&type=chunk) - The report clarifies the procedures for shareholders to nominate director candidates, including required documents and submission deadlines[269](index=269&type=chunk)[273](index=273&type=chunk) [Environmental, Social and Governance Report](index=53&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=53&type=section&id=ESG%20Governance%20and%20Strategy) The Group is committed to sustainable development, with a Board-supervised ESG governance structure, identifying occupational health and safety, corporate governance, and customer satisfaction as key material issues - The Group has established an **ESG governance structure overseen by the Board**, with a dedicated working group responsible for implementation and reporting[291](index=291&type=chunk) - Through materiality assessment, **occupational health and safety, corporate governance, customer satisfaction, training and development, and equal opportunities** were identified as highly material ESG issues[316](index=316&type=chunk) [A. Environmental Aspect](index=60&type=section&id=A.%20ENVIRONMENTAL) The Group implements ISO 14001, monitors emissions (424.8 tCO2e GHG), reduced energy consumption intensity by 3% through efficiency measures, and decreased non-hazardous waste disposal intensity by promoting "3R" principles Environmental Performance Data | Environmental Performance Indicator | FY2021 | FY2020 | | :--- | :--- | :--- | | **Total GHG Emissions (tCO2e)** | 424.8 | 395.9 | | **GHG Emissions Intensity (tCO2e/employee)** | 1.7 | 1.7 | | **Total Energy Consumption (MWh)** | 916.7 | 876.5 | | **Energy Consumption Intensity (MWh/employee)** | 3.6 | 3.7 | | **Total Water Consumption (m³)** | 7,755 | - | | **Total Non-Hazardous Waste Disposed (tonnes)** | 13.1 | 43.4 | | **Non-Hazardous Waste Disposal Intensity (tonnes/employee)** | 0.1 | 0.2 | - The Group complies with the **ISO 14001** environmental management system and implements internal environmental management policies to ensure compliance[323](index=323&type=chunk)[330](index=330&type=chunk) - The Group installed a **photovoltaic panel system** on the rooftop of its dormitory building in China to utilize renewable energy[377](index=377&type=chunk) [B. Social Aspect](index=72&type=section&id=B.%20SOCIAL) The Group prioritizes employees and social responsibility, offering competitive benefits, ensuring health and safety, providing training, adhering to labor standards, managing supply chains responsibly, and upholding anti-corruption policies Employee Statistics | Employee Data (as of March 31) | 2021 | 2020 | | :--- | :--- | :--- | | **Total Employees** | 253 | 235 | | **By Region** | Hong Kong: 137, Mainland China: 116 | - | | **Overall Turnover Rate (Mainland China)** | 33.6% | 41.4% | | **Overall Turnover Rate (Hong Kong)** | 9.5% | 8.4% | - Health and Safety: There were **no work-related fatalities** during the reporting period, and **2 lost workdays** due to work-related injuries[421](index=421&type=chunk) - Development and Training: By gender, **60% of female employees** and **46% of male employees** received training[436](index=436&type=chunk) - Supply Chain Management: The Group has a total of **458 suppliers or subcontractors**, with approximately half located in Hong Kong and half in mainland China[451](index=451&type=chunk) - Anti-corruption: There were **no concluded corruption litigation cases** during the reporting period. The Group invited the Independent Commission Against Corruption (ICAC) to provide training for new employees[472](index=472&type=chunk)[473](index=473&type=chunk) [Report of the Directors](index=99&type=section&id=Report%20of%20the%20Directors) [Principal Activities and Review](index=99&type=section&id=PRINCIPAL%20ACTIVITIES) The company is an investment holding entity whose subsidiaries primarily design, supply, and install facade and curtain wall systems, with detailed business reviews and risks covered in other sections - The company's principal business involves the **design, supply, and installation of facade and curtain wall systems**[512](index=512&type=chunk) [Share Capital and Reserves](index=100&type=section&id=SHARE%20CAPITAL%20AND%20RESERVES) This section details the company's profit distribution, investment properties, and changes in share capital and reserves, including the declaration of a second interim dividend and HK$295.8 million in distributable reserves - The Board declared a **second interim dividend of HK$0.026 per share** (replacing the final dividend)[521](index=521&type=chunk) - As of March 31, 2021, the company's distributable reserves to shareholders amounted to **HK$295.8 million**[531](index=531&type=chunk) [Share Option Scheme](index=102&type=section&id=SHARE%20OPTION%20SCHEME) The company adopted a new share option scheme on August 25, 2020, granting 22,907,000 options at HK$0.59 per share, with 13,336,000 remaining unexercised by year-end - The company adopted a new share option scheme on **August 25, 2020**, valid until **August 24, 2030**[550](index=550&type=chunk)[573](index=573&type=chunk) Share Option Activity | Share Option Movements (as of March 31, 2021) | Number of Shares | | :--- | :--- | | **Unexercised at Beginning of Year** | 0 | | **Granted During Year** | 22,907,000 | | **Exercised During Year** | (9,309,000) | | **Lapsed During Year** | (262,000) | | **Unexercised at End of Year** | **13,336,000** | - Share options granted during the year had an exercise price of **HK$0.59 per share**, matching the closing price on the day prior to the grant date[556](index=556&type=chunk)[579](index=579&type=chunk) [Purchase, Sale or Redemption of Listed Securities of the Company](index=109&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20LISTED%20SECU RITIES%20OF%20THE%20COMPANY) The company repurchased 8,812,000 shares for approximately HK$7.336 million during the year, which were subsequently cancelled Share Repurchase Summary | Share Repurchase Details (March 2021) | | | :--- | :--- | | **Number of Shares Repurchased** | 8,812,000 shares | | **Highest Price Paid per Share** | 0.86 HKD | | **Lowest Price Paid per Share** | 0.67 HKD | | **Total Consideration Paid (excluding transaction costs)** | Approximately 7,336,000 HKD | [Directors' and Major Shareholders' Interests](index=123&type=section&id=DIRECTORS%27%20INTERESTS%20AND%20SHORT%20POSITIONS) This section details directors' and major shareholders' interests in the company's shares as of March 31, 2021, including significant holdings by Mr. Cha Mou Daid, CCM Trust (Cayman) Limited, and Mr. David Michael Webb - Non-executive Director Mr. Cha Mou Daid, Johnson is deemed to have an interest in **219,409,017 shares**, representing approximately **49.56%** of the issued share capital, primarily through his capacity as a beneficiary of a discretionary trust[649](index=649&type=chunk)[652](index=652&type=chunk) - Major shareholder CCM Trust (Cayman) Limited is deemed to have an interest in **195,104,050 shares**, representing approximately **44.07%** of the issued share capital[664](index=664&type=chunk)[668](index=668&type=chunk) - Mr. David Michael Webb is deemed to have an interest in **26,350,399 shares**, representing approximately **5.95%** of the issued share capital[664](index=664&type=chunk)[674](index=674&type=chunk) [Major Customers and Suppliers](index=128&type=section&id=MAJOR%20CUSTOMERS%20AND%20SUPPLIERS) The Group's customer and supplier base shows concentration, with the top five customers contributing 94.2% of total revenue and the top five suppliers accounting for 42.1% of total purchases in FY2021 - The **top five customers** accounted for **94.2% of the Group's total revenue**, with the largest customer (an independent third party) contributing **45.9%**[696](index=696&type=chunk) - The **top five suppliers** accounted for **42.1% of the Group's total purchases**[696](index=696&type=chunk) [Independent Auditor's Report](index=131&type=section&id=Independent%20Auditor%27s%20Report) [Independent Auditor's Report](index=131&type=section&id=Independent%20Auditor%27s%20Report) Deloitte issued an unqualified opinion on the FY2020/2021 consolidated financial statements, with "Provisions for Rectification Works and Warranty Provisions" identified as a key audit matter due to significant management estimates - Auditor Deloitte issued an **unqualified opinion** on the financial statements, deeming them to present a true and fair view of the Group's financial position[712](index=712&type=chunk) - A key audit matter was **"Provisions for Rectification Works and Warranty Provisions,"** primarily due to the significant amounts and substantial management estimates and judgments involved[720](index=720&type=chunk)[722](index=722&type=chunk) - Auditors addressed this key audit matter by understanding management processes, evaluating methodologies, referencing historical data, and comparing actual expenditures[720](index=720&type=chunk)[722](index=722&type=chunk) [Consolidated Financial Statements](index=139&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=139&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2021, the Group reported HK$536 million in revenue, HK$74.81 million in gross profit, HK$38.94 million in profit for the year, and basic and diluted EPS of HK$0.09 Consolidated Statement of Profit or Loss and Other Comprehensive Income | Profit or Loss Item (HKD thousand) | 2021 | 2020 | | :--- | :--- | :--- | | **Revenue** | 536,009 | 299,794 | | **Gross Profit** | 74,805 | 49,151 | | **Profit Before Tax** | 46,150 | 28,181 | | **Profit for the Year** | 38,940 | 24,240 | | **Total Comprehensive Income for the Year** | 44,674 | 20,027 | | **Basic Earnings Per Share (HKD)** | 0.09 | 0.06 | [Consolidated Statement of Financial Position](index=140&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2021, the Group reported total assets of HK$672.6 million, total liabilities of HK$126.8 million, and shareholders' equity of HK$545.9 million, demonstrating strong short-term solvency Consolidated Statement of Financial Position | Balance Sheet Item (HKD thousand) | As of March 31, 2021 | As of March 31, 2020 | | :--- | :--- | :--- | | **Non-current Assets** | 166,724 | 170,109 | | **Current Assets** | 505,921 | 451,578 | | **Total Assets** | **672,645** | **621,687** | | **Current Liabilities** | 70,114 | 50,703 | | **Non-current Liabilities** | 56,665 | 56,102 | | **Total Liabilities** | **126,779** | **106,805** | | **Total Equity** | **545,866** | **514,882** | [Consolidated Statement of Cash Flows](index=143&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For FY2021, the Group experienced a net cash outflow of HK$47.83 million from operations, a net inflow of HK$2.19 million from investing, and a net outflow of HK$17.79 million from financing, resulting in a HK$63.43 million net decrease in cash Consolidated Statement of Cash Flows | Cash Flow Statement Item (HKD thousand) | 2021 | 2020 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | (47,828) | 15,149 | | **Net Cash from Investing Activities** | 2,190 | 5,681 | | **Net Cash from Financing Activities** | (17,794) | (27,211) | | **Net Decrease in Cash and Cash Equivalents** | (63,432) | (6,381) | | **Cash and Cash Equivalents at Beginning of Year** | 297,691 | 304,648 | | **Cash and Cash Equivalents at End of Year** | 236,019 | 297,691 | [Notes to the Consolidated Financial Statements (Summary)](index=145&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, judgments, and financial statement items, including revenue disaggregation by contract type, geographical concentration in Hong Kong, and disclosures on related party transactions, share capital, and performance bonds Revenue Disaggregation by Contract Type (HKD thousand) | Contract Type | 2021 | 2020 | | :--- | :--- | :--- | | **Design, supply and installation of curtain walls, aluminum windows and doors for new buildings** | 493,290 | 205,678 | | **Design, supply and installation of aluminum windows and doors for new buildings** | 37,022 | 80,139 | | **Renovation works for existing buildings** | 1,262 | 8,061 | | **Repair and maintenance, etc** | 4,435 | 5,916 | | **Total** | **536,009** | **299,794** | - The vast majority of the Group's revenue is derived from **Hong Kong**, amounting to **HK$531 million** in FY2021[1048](index=1048&type=chunk) - In FY2021, revenue from customers A, B, and C each accounted for **over 10% of total revenue**, with customer A contributing **HK$246 million** and customer B contributing **HK$159 million**[1053](index=1053&type=chunk) - As of March 31, 2021, the Group held outstanding performance bonds for construction contracts amounting to **HK$107.2 million**[1219](index=1219&type=chunk) [Financial Summary](index=276&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=276&type=section&id=Financial%20Summary) This section summarizes the Group's five-year financial performance, highlighting significant revenue and profit growth in FY2021, alongside continuous expansion of total assets and equity Five-Year Financial Summary (HKD thousand) | Item (HKD thousand) | 2021 | 2020 | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 536,009 | 299,794 | 376,621 | 421,146 | 501,938 | | **Profit for the Year** | 38,940 | 24,240 | 22,882 | 50,112 | 55,337 | | **Total Assets** | 672,645 | 621,687 | 672,059 | 383,118 | 410,785 | | **Total Liabilities** | 126,779 | 106,805 | 163,241 | 254,426 | 335,361 | | **Total Equity** | 545,866 | 514,882 | 508,818 | 128,692 | 75,424 | [Summary of Major Properties](index=277&type=section&id=Summary%20of%20Major%20Properties) [Summary of Major Properties](index=277&type=section&id=Summary%20of%20Major%20Properties) This section lists the Group's major properties, distinguishing between investment properties for rental in Hong Kong and self-use properties in Hong Kong and Huizhou, mainland China - Investment properties held for rental income include portions of offices in **Phase 1, Kings Wing Plaza, Sha Tin, New Territories, Hong Kong**[1385](index=1385&type=chunk) - Properties for own use in Hong Kong include multiple offices and parking spaces in **Phase 1, Kings Wing Plaza**[1387](index=1387&type=chunk) - Properties for own use in mainland China include an industrial complex building located in **Shuikou Town, Huizhou City, Guangdong Province**[1389](index=1389&type=chunk)
美亨实业(01897) - 2021 - 中期财报
2020-12-22 08:30
Financial Performance - The Group's unaudited consolidated revenue for the six months ended September 30, 2020, was HK$237.2 million, a 54.1% increase from HK$153.9 million for the same period in 2019[17]. - The unaudited consolidated profit attributable to owners of the Company was HK$20.1 million, representing a slight decrease of 2.4% compared to HK$20.6 million for the same period in 2019[18]. - The gross profit margin decreased from 21.3% in the prior period to 15.5% in the current period, primarily due to projects with lower gross profit margins recognized[18]. - Revenue growth was mainly driven by projects at execution-peak stage, including residential developments at Lohas Park and a commercial project at Lockhart Road[17]. - For the six months ended September 30, 2020, the Group's unaudited consolidated revenue was HK$237.2 million, an increase of 54.1% compared to HK$153.9 million for the same period in 2019[20]. - The basic earnings per share for the six months ended September 30, 2020, remained unchanged at HK$0.05 compared to the same period in 2019[22]. - The Group's performance reflects ongoing challenges in maintaining profit margins despite significant revenue growth[18]. - Profit before taxation for the six months ended September 30, 2020, was HK$20,050,000, compared to HK$20,572,000 for the same period in 2019, reflecting a decrease of approximately 2.5%[184]. Financial Position - As of September 30, 2020, the total amount of contracts on hand for the Group was HK$1,395.1 million[33]. - The Group's total cash and bank balances were HK$263.5 million as of September 30, 2020, accounting for 54.2% of current assets[43][47]. - The Group's net current assets increased to HK$421.3 million as of September 30, 2020, compared to HK$400.9 million on March 31, 2020[45][48]. - The current ratio as of September 30, 2020, was 7.52 times, down from 8.91 times on March 31, 2020[45][48]. - The Group maintained a net cash position with no bank loans outstanding as of September 30, 2020[45][61]. - The Group's liquidity position is expected to remain healthy in the coming year, with sufficient financial resources for operations and future development[46][48]. - The total equity attributable to owners of the Company was HK$529,476,000, an increase from HK$514,882,000 as of March 31, 2020, representing a growth of approximately 2.3%[139]. Dividends and Share Capital - The Board declared an interim dividend of HK$1.6 cents per share for the six months ended September 30, 2020, up from HK$1.2 cents per share in the previous period[23]. - As of September 30, 2020, the total number of issued shares of the Company was 436,332,630[73]. - The Company has a share option scheme that allows for the issuance of up to 10% of the total shares in issue, which equates to a maximum of 43,633,263 share options[81]. - On October 9, 2020, the Company granted share options for a total of 22,907,000 ordinary shares at an exercise price of HK$0.59 per share[82]. - The remaining share option limit as of the interim report date is 20,726,263 shares, representing approximately 4.75% of the total shares in issue[82]. Economic Environment - The economic activities in Hong Kong have been severely impacted by the COVID-19 pandemic, with a GDP decline of 3.5% in the third quarter of 2020[35]. - The unemployment rate in Hong Kong from August to October 2020 was 6.4%, remaining at a record high over the past 16 years[35]. - The Group received government grants totaling HK$6,456,000 related to COVID-19, with HK$4,297,000 recognized in profit or loss during the interim period[173]. Operational Insights - The Group operates in a single segment focused on the provision of design, supply, and installation of aluminium windows and curtain walls services, with no further segment analysis presented[165]. - The Group's revenue recognition is based on the fair value of amounts received and receivable from contract work that enhances an asset controlled by external customers[158]. - The Group's performance is regularly reviewed by the directors based on internal management reports for result allocation and performance assessment[165]. Assets and Liabilities - The Group's aged analysis of trade debtors showed that HK$39,666,000 was within 30 days, while HK$12,129,000 was overdue by more than 90 days as of September 30, 2020[200]. - Total receivables, including trade debtors, deposits, and other receivables, amounted to HK$124,204,000 as of September 30, 2020, compared to HK$80,611,000 as of March 31, 2020[198]. - The Group's investment properties were valued using the income capitalization method, reflecting the net income potential[193].
美亨实业(01897) - 2020 - 年度财报
2020-07-23 08:37
Financial Performance - For the year ended March 31, 2020, the Group recorded revenue of HK$299.8 million, a decrease of 20.4% compared to HK$376.6 million for the year ended March 31, 2019[29]. - The decline in revenue was primarily due to delays in the master programmes of certain projects and the suspension of installation works caused by supply chain disruptions from COVID-19 in Mainland China[29]. - The Group's financial highlights indicate a trend of fluctuating revenues over the past years, with a peak of HK$514.9 million in 2019[25]. - The consolidated profit attributable to owners of the Company totaled HK$24.2 million for the year ended March 31, 2020, compared to HK$22.9 million in 2019, reflecting a drop of HK$21.3 million or 46.8% from the previous year's profit of HK$45.5 million[69]. - The basic earnings per share for the year was HK$0.06, a significant drop from HK$1.06 in the previous year, based on a weighted average number of shares of 436,332,630[35]. - The Group's impairment loss for trade debtors and contract assets was HK$1.3 million for the current year, compared to a reversal of impairment loss of HK$3.1 million in the previous year[30]. - The gain on change in fair value of investment properties decreased from HK$3.2 million last year to HK$0.5 million this year[30]. - The Group reported a net cash inflow of HK$15.1 million from operating activities, HK$5.7 million from investing activities, and a net cash outflow of HK$27.2 million from financing activities for the year ended March 31, 2020[80][84]. Future Outlook - Future outlook and guidance were not detailed in the provided content, indicating a need for further information on recovery strategies and market conditions[29]. - The Company may need to focus on enhancing supply chain resilience and project management to mitigate future disruptions[29]. - Market expansion strategies were not discussed, highlighting a possible gap in the current strategic approach[29]. - The construction industry in Hong Kong is expected to grow due to the undersupply of residential properties, which may benefit the aluminium windows and curtain wall works industry[43]. Corporate Governance - The Board is responsible for the formulation of business strategies and policies, monitoring business performance, and overseeing corporate governance functions[109]. - The Company has arranged appropriate directors' and officers' liabilities insurance coverage for the year ended March 31, 2020[114]. - The Board Diversity Policy was adopted on February 22, 2019, focusing on diversity in gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service[130]. - The Nomination Committee will review the Board Diversity Policy at least annually to ensure its effectiveness[134]. - The Company aims for a balanced development through increasing diversity at the Board level, which is essential for achieving strategic objectives[133]. - The Board's composition is characterized by diversity in cultural and educational background, professional experience, skills, knowledge, and length of service as of March 31, 2020[134]. - The Policy of Nomination of Directors ensures that all nominations are fair and transparent, facilitating a balance of skills and experience appropriate to the Company's business requirements[140]. - The ultimate responsibility for the selection and appointment of directors rests with the entire Board, despite the delegation of authority to the Nomination Committee[140]. - The Company’s independent non-executive directors are free from any business or other relationships with the Company, ensuring their impartiality[127]. - The Chairman and Joint Managing Directors are responsible for the overall strategic planning and development of the Group, ensuring effective Board operations[156]. Employee and Remuneration Policies - The Group employs 235 full-time employees, with 116 located in Mainland China[99]. - The Group offers competitive remuneration packages, including discretionary bonuses and cash allowances based on position[99]. - The Group conducts an annual review on salary increases, discretionary bonuses, and promotions based on employee performance and Group profitability[99]. - The Group emphasizes attracting and retaining skilled personnel to ensure its continuing success[99]. Risk Management and Internal Controls - The Group's risk management and internal control systems were reviewed for effectiveness during Board meetings[178]. - The Audit Committee assisted the Board in evaluating and maintaining effective risk management and internal control systems[187]. - The Audit Committee reviewed the Group's operating, financial, and accounting policies and practices[187]. - The Audit Committee reported to the Board on the adequacy and effectiveness of the Group's financial reporting system[187]. Board Meetings and Training - The Board held four regular meetings during the year ended March 31, 2020, focusing on approving the Group's budget, interim and final results, and reviewing risk management effectiveness[178]. - All directors participated in continuous professional development, receiving training in areas such as corporate governance, accounting, and financial management[169]. - The company secretary completed no less than 15 hours of relevant professional training during the year ended March 31, 2020[176]. - Notices for regular Board meetings were provided at least 14 days in advance, ensuring directors could attend in person[179]. - Board papers were distributed at least 3 days prior to meetings, allowing directors to make informed decisions[180].
美亨实业(01897) - 2020 - 中期财报
2019-12-20 08:35
Financial Performance - The Group's unaudited consolidated revenue for the six months ended 30 September 2019 was HK$153.9 million, representing an 11.2% decrease compared to HK$173.4 million for the same period in 2018[16]. - The unaudited consolidated profit attributable to owners of the Company for the six months ended 30 September 2019 was HK$20.6 million, reflecting a significant increase of 472.2% from HK$3.6 million in the prior year[16]. - The increase in profit was primarily due to the absence of one-off listing expenses of HK$14.1 million incurred in the previous period and an increase in other income from interest generated from short-term deposits[16]. - Basic earnings per share for the six months ended 30 September 2019 was HK$0.05, based on a weighted average of 436,332,630 shares in issue after the Listing[18]. - The decline in revenue was mainly attributed to delays in the master programmes of certain projects[16]. - The Group's performance reflects a recovery in profitability despite the revenue decline, indicating effective cost management strategies[16]. - Gross profit increased to HK$32,763,000, up 6.3% from HK$30,826,000 year-on-year[77]. - Profit before taxation rose significantly to HK$24,013,000, compared to HK$5,132,000 in the previous year, marking a 367.5% increase[77]. - Profit for the period was HK$20,572,000, a substantial increase from HK$3,644,000 in the same period last year, representing a growth of 465.5%[77]. - Total comprehensive income for the period was HK$17,054,000, compared to a loss of HK$2,087,000 in the previous year[77]. Dividends - The Board declared an interim dividend of HK1.2 cents per share for the six months ended 30 September 2019, compared to no dividend in the same period of 2018[19]. - A final dividend of HK2.0 cents per share was paid, totaling HK$8,727,000, compared to no dividends paid in the same period last year[160]. - An interim dividend of HK1.2 cents per share, amounting to HK$5,236,000, has been declared for the current period, also compared to no dividends in the previous year[161]. Revenue Breakdown - Revenue for the six months ended 30 September 2019 was HK$153,915,000, a decrease of 11.2% from HK$173,396,000 in the same period of 2018[77]. - Revenue from design, supply, and installation for curtain walls, aluminium windows, doors, and other products for new buildings was HK$88,556,000, up 36.5% from HK$64,891,000 in 2018[144]. - Revenue from renovation works for existing buildings increased significantly to HK$3,373,000 from HK$892,000, representing a growth of 277.5%[144]. - The Group's revenue from Hong Kong was HK$145,516,000, down from HK$167,248,000 in 2018, while revenue from Mainland China was HK$8,399,000, up from HK$1,619,000[151]. Assets and Liabilities - As of September 30, 2019, total assets amounted to HK$459,854,000, a slight decrease from HK$494,993,000 as of March 31, 2019[79]. - Total liabilities decreased to HK$59,090,000 from HK$61,674,000, reflecting a reduction in financial obligations[81]. - The Group's net current assets were HK$402.0 million, with a current ratio of 7.95 times as of September 30, 2019[40]. - The Group had outstanding performance bonds amounting to HK$78.8 million related to construction contracts as of September 30, 2019[45]. Cash Flow and Liquidity - The Group's liquidity position is expected to remain healthy in the coming year, with sufficient financial resources to meet obligations and operational needs[40]. - The Group's cash flow generation capability is sound, primarily financed through internally generated cash flows[40]. - The company reported net cash from operating activities of HK$28,356,000 for the six months ended September 30, 2019, compared to HK$27,083,000 for the same period in 2018[88]. - Cash and cash equivalents at the end of the period were HK$314,592,000, up from HK$304,648,000 at the beginning of the period[88]. Share Capital and Ownership - As of September 30, 2019, the total number of issued shares of the company was 436,332,630 shares[54]. - CCM Trust (Cayman) Limited holds 195,080,814 shares, representing approximately 44.70% of the issued share capital[59]. - Mingly Corporation holds 41,697,318 shares, accounting for about 9.55% of the issued share capital[59]. - The interests of shareholders are disclosed under the SFO, with specific percentages calculated based on the total issued shares[61]. Market Outlook and Strategy - The company is cautiously optimistic about the aluminium window and curtain wall business in the coming years despite economic challenges[33]. - Various government infrastructure projects and housing policies are expected to create business opportunities for the construction industry in Hong Kong[31]. - The company plans to enhance its competitive edge by consolidating its design, project, procurement, and manufacturing teams[37]. - The company aims to search for innovative materials to improve energy efficiency in residential and commercial buildings[37]. - The company is focusing on the growing market for tower façade and curtain wall works, which have become a distinct sub-sector of the construction industry[32]. - The company recognizes increasing costs and competition as challenges that may impact profit margins[37]. Accounting Policies - The Group's financial statements for the six months ended 30 September 2019 have been prepared in accordance with HKFRS 34 and applicable disclosure requirements[1]. - The Group's accounting policies and methods of computation remain consistent with those presented in the annual financial statements for the year ended 31 March 2019[1]. - The Group applies the short-term lease recognition exemption for leases of car parking spaces with a term of 12 months or less[99]. - The Group's financial reporting is governed by the applicable disclosure requirements of the Stock Exchange of Hong Kong[1].
美亨实业(01897) - 2019 - 年度财报
2019-07-24 09:24
Financial Performance - For the financial year ended 31 March 2019, the Group recorded revenue of HK$376.6 million, representing a 10.6% decrease compared to HK$421.1 million for the previous year[21]. - The consolidated profit attributable to owners of the Company totaled HK$22.9 million, a 54.3% decrease from HK$50.1 million in the prior year[22]. - One-off expenses of HK$22.6 million were incurred for the Company's listing on the Main Board of The Stock Exchange of Hong Kong during the year[22]. - The basic earnings per share for the year was HK$1.06 based on the weighted average number of 21,517,869 shares in issue after the listing[22]. - Overall gross profit margins also decreased, contributing to the drop in consolidated profit[22]. - The decline in revenue was primarily due to delays in the master programmes of certain projects[21]. - The total amount of contracts on hand as of March 31, 2019, was HK$552.4 million[65]. - The Group had a net cash outflow of HK$29.7 million in operating activities during the year[87]. - The total cash and bank balances amounted to HK$304.6 million, accounting for 61.5% of current assets, compared to 19.9% in the previous year[86]. Shareholders' Equity - Shareholders' funds increased significantly to HK$508.8 million from HK$128.7 million in the previous year[17]. - As of March 31, 2019, the net asset value of the Group was HK$508.8 million, an increase of 295.3% from HK$128.7 million in the previous year[26]. - The increase in net asset value was primarily due to proceeds of HK$43.6 million from the issuance of new shares and a capital contribution of HK$318.6 million from Hanison Construction Holdings Limited[26]. - The net asset value per share as of March 31, 2019, was HK$1.17, based on 436,332,630 shares issued[26]. - The shareholders' funds increased to HK$508.8 million, including reserves of HK$465.2 million, an increase of HK$380.1 million from the previous year[94]. Business Outlook - The Group is optimistic about future business opportunities due to the anticipated increase in construction projects related to new properties[45]. - The Hong Kong Government is expected to complete approximately 100,400 public housing units in the next five years and about 93,000 units of private residential property in the next three to four years[44]. - The construction activities in Hong Kong have intensified due to strong demand for residential, office, and commercial buildings, providing opportunities for the Group[37]. - The company expects steady and considerable growth in the curtain wall business due to high demand for lightweight and sustainable solutions[68]. - Increasing demand for energy-efficient curtain walls is anticipated to drive market growth in the coming years[69]. Corporate Governance - The Company complied with all provisions of the Corporate Governance Code from the Listing Date to March 31, 2019[118]. - The Board of the Company comprises a diverse group of directors, including 3 independent non-executive directors, representing at least one-third of the Board[125]. - The Company has received written annual confirmations of independence from all independent non-executive directors, ensuring compliance with Listing Rules[130]. - The Board Diversity Policy was adopted on February 22, 2019, focusing on diversity in gender, age, cultural background, professional experience, and skills[131]. - The Nomination Committee will review the Board Diversity Policy annually to ensure its effectiveness and monitor its implementation[133]. Risk Management - The Group's risk management and internal control systems are designed to provide reasonable assurance against material misstatement or loss, with annual reviews conducted to assess their effectiveness[179]. - An external consultant was engaged to assess the internal controls of the Group and identify weaknesses, with no significant risk issues identified during the review[186]. - The Risk Management Committee is chaired by the Joint Managing Directors and includes various senior staff members to monitor and manage risks[179]. - The Company intends to outsource its internal audit function in the future, following the assessment of internal controls by an external consultant[180]. Remuneration and Employment - The Group employed 249 full-time employees as of March 31, 2019, with 134 of them based in Mainland China[113]. - The Group offers competitive remuneration packages, including discretionary bonuses and cash allowances, to attract and retain skilled personnel[112]. - The Remuneration Committee assessed key economic indicators, market trends, headcount, and staff costs to determine remuneration packages for executive directors and senior management[169]. - The Remuneration Committee ensured that no director participated in deciding their own remuneration, adhering to the Listing Rules[167]. Board Meetings and Committees - The company held one regular board meeting from the Listing Date to March 31, 2019, primarily to approve the Group's forecast and budget, adopt the dividend policy, and the bonus scheme[159]. - The Audit Committee was established on February 22, 2019, comprising three independent non-executive directors, with Mr. Yip Kai Yung as the Chairman[160]. - The Nomination Committee was established on February 22, 2019, and held one meeting during the period from the Listing Date to March 31, 2019, focusing on reviewing the structure, size, and composition of the Board[163]. - The company expects to hold at least four regular board meetings per year, with notices provided to all directors at least 14 days before the meetings[159].