Financial Performance - The company recorded revenue of approximately HKD 145,609,000 for the six months ended September 30, 2023, compared to HKD 137,465,000 for the same period in 2022, representing an increase of 5.3%[6] - The loss attributable to owners of the company for the six months ended September 30, 2023, was approximately HKD 380,000, a significant decline from the profit of HKD 3,427,000 for the same period in 2022[6] - The gross profit for the six months ended September 30, 2023, was HKD 32,284,000, down from HKD 34,204,000 in the previous year, indicating a decrease of 5.6%[7] - The group reported total revenue of HKD 145,609,000 for the six months ended September 30, 2023, an increase of 5.8% compared to HKD 137,465,000 for the same period in 2022[21] - For the six months ended September 30, 2023, the loss attributable to shareholders was HKD 380,000, compared to a profit of HKD 3,427,000 in 2022, leading to a basic loss per share of HKD (0.03) compared to a profit of HKD 0.29 in the prior year[31] Dividends and Shareholder Returns - The company did not recommend the payment of any interim dividend for the six months ended September 30, 2023, consistent with the previous year[6] - The group did not declare or recommend any dividends for the six months ended September 30, 2023[30] - The company has not declared or recommended any dividends for the six months ended September 30, 2023[59] Cash Flow and Liquidity - Cash and cash equivalents at the end of the period increased to HKD 36,578,000 from HKD 34,981,000 at the end of March 2023, reflecting a net increase of HKD 1,597,000[13] - The net cash generated from operating activities for the six months ended September 30, 2023, was HKD 5,017,000, compared to HKD 4,203,000 for the same period in 2022, showing an increase of 19.3%[13] - As of September 30, 2023, the group's bank balance and cash amounted to approximately HKD 37,130,000, an increase from HKD 35,533,000 as of March 31, 2023[64] - The current ratio as of September 30, 2023, was approximately 4.4 times, slightly down from 4.5 times as of March 31, 2023[64] Assets and Liabilities - Total assets less current liabilities as of September 30, 2023, were HKD 106,809,000, a decrease from HKD 110,629,000 as of March 31, 2023[9] - The company reported a decrease in inventory to HKD 28,405,000 from HKD 32,112,000, representing a reduction of 11.0%[9] - Trade receivables increased to HKD 42,918,000 as of September 30, 2023, from HKD 39,695,000 as of March 31, 2023, indicating a growth of approximately 5.6%[34] - Trade payables decreased to HKD 10,080,000 as of September 30, 2023, from HKD 11,989,000 as of March 31, 2023, reflecting a decline of approximately 15.9%[37] - The total interest-bearing borrowings as of September 30, 2023, were approximately HKD 16,932,000, a decrease from HKD 19,789,000 as of March 31, 2023[69] - The debt-to-equity ratio as of September 30, 2023, was approximately 17.5%, down from 20.4% as of March 31, 2023[69] Operating Expenses - The sales cost for the same period was approximately HKD 113,325,000, representing an increase of about 9.7% from approximately HKD 103,261,000 in the previous year[49] - The total employee costs, including directors' remuneration, amounted to HKD 14,156,000 for the six months ended September 30, 2023, up from HKD 13,315,000 in 2022[27] - The total compensation for directors and key management personnel for the six months ended September 30, 2023, was HKD 5,825,000, an increase from HKD 5,203,000 in the same period of 2022[42] Market Conditions and Future Outlook - The company has been impacted by COVID-19, with the business environment remaining challenging since the outbreak began in January 2020, affecting revenue streams particularly in the first quarter of 2022[44] - The company remains optimistic about the recovery of the Hong Kong economy in 2023 and 2024 and will closely monitor market conditions for suitable business expansion opportunities[45] - The company plans to invest more resources in sales and marketing activities and actively promote new product development in response to increased market competition[45] - The company aims to expand its operations to become a leading food and beverage distributor in Hong Kong[85] Corporate Governance - The company has maintained high standards of corporate governance, adhering to the principles and code provisions outlined in the GEM Listing Rules[97] - The audit committee has reviewed the unaudited consolidated results for the six months ending September 30, 2023, and found them to comply with applicable accounting standards and GEM Listing Rules[102] - The board of directors consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure[102] - The company has established an audit committee to monitor financial reporting, internal controls, and risk management systems[100] Compliance and Regulations - The company has adopted a set of securities trading rules for directors, confirming compliance with the standards set forth in GEM Listing Rules from April 1, 2023, to September 30, 2023[92] - There were no known violations of the securities trading standards or insider information policies by directors or employees during the six months ending September 30, 2023[92] - The company has confirmed that there are no competing businesses owned by directors or controlling shareholders as of September 30, 2023[93] - All commitments under the non-competition agreement established on March 27, 2017, have been adhered to by the controlling shareholders during the reporting period[94]

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 何部份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。 Asia Grocery Distribution Limited 亞 洲 雜 貨 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8413） 截至二零二三年九月三十日止六個月之中期業績公告 亞洲雜貨有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及其 附屬公司截至二零二三年九月三十日止六個月之未經審核合併業績。本公告載列 本公司二零二三年中期報告全文，符合香港聯合交易所有限公司GEM證券上市規 則內有關中期業績初步公告附載資料的相關規定。 承董事會命 亞洲雜貨有限公司 主席兼執行董事 黃少文 香港，二零二三年十一月九日 於本公告日期，執行董事為黃少文先生（主席）、黃少華先生（行政總裁）及葉錦昌 先生（合規主任），非執行董事為黃俊雄先生，而獨立非執行董事為吳奮基先生、王 兆斌先生及陳愷兒小姐。 ...

Financial Performance - The group recorded revenue of approximately HKD 73,520,000 for the three months ended June 30, 2023, compared to HKD 63,565,000 for the same period in 2022, representing a year-over-year increase of approximately 15.4%[6] - The profit attributable to the owners of the company for the three months ended June 30, 2023, was approximately HKD 149,000, a significant decrease from HKD 1,125,000 for the same period in 2022, reflecting a decline of approximately 86.8%[6] - The gross profit for the three months ended June 30, 2023, was HKD 16,253,000, slightly up from HKD 16,202,000 in the same period of 2022, indicating a marginal increase of 0.3%[7] - The total comprehensive income for the period attributable to the owners of the company was HKD 149,000, down from HKD 1,125,000 in the previous year, indicating a decline of approximately 86.8%[7] - The group’s pre-tax profit for the three months ended June 30, 2023, was HKD 289,000, a decrease from HKD 1,231,000 in the same period of 2022, representing a decline of approximately 76.6%[7] - The basic earnings per share for the three months ended June 30, 2023, was HKD 0.01, down from HKD 0.10 in the same period of 2022, reflecting a decrease of approximately 90%[7] Expenses and Costs - The group incurred a financing cost of HKD 248,000 for the three months ended June 30, 2023, compared to HKD 151,000 in the same period of 2022, marking an increase of approximately 64.9%[7] - The group’s sales and distribution expenses increased to HKD 8,861,000 for the three months ended June 30, 2023, compared to HKD 7,180,000 in the same period of 2022, reflecting an increase of approximately 23.4%[7] - The group’s administrative expenses were HKD 7,865,000 for the three months ended June 30, 2023, slightly down from HKD 7,985,000 in the same period of 2022, indicating a decrease of approximately 1.5%[7] - The company’s pre-tax profit for the three months ended June 30, 2023, was impacted by total employee costs of HKD 7,067,000, up from HKD 6,124,000 in 2022[22] - Cost of sales for the same period was approximately HKD 57,267,000, an increase of about HKD 9,904,000 or approximately 20.9% compared to HKD 47,363,000 for the same period last year[33] Dividends - The group did not recommend any dividend payment for the three months ended June 30, 2023, consistent with the previous year where no dividend was declared[6] - The company did not declare or recommend any dividends for the three months ended June 30, 2023[25] Revenue Breakdown - Revenue breakdown by product line for 2023 includes: Daily necessities and grain products at HKD 22,282,000, packaged food at HKD 14,990,000, sauces and condiments at HKD 15,547,000, dairy and eggs at HKD 9,276,000, beverages and alcohol at HKD 5,503,000, and kitchen and hygiene products at HKD 5,922,000[17] - Revenue for the three months ended June 30, 2023, increased by approximately HKD 9,955,000 or about 15.7% to approximately HKD 73,520,000, driven by increased demand for food and beverage products[32] Other Income - Other income for the three months ended June 30, 2023, was HKD 1,119,000, compared to HKD 766,000 in 2022, with significant contributions from service fees and interest income[20] - Other income rose from approximately HKD 766,000 to about HKD 1,119,000, mainly due to a service fee of approximately HKD 1,001,000 received from an independent third party[36] Cash and Financial Position - As of June 30, 2023, the company's cash and bank balances were approximately HKD 38,425,000, with a current ratio of about 4.3 times[46] - The debt-to-equity ratio as of June 30, 2023, was approximately 19.1%, down from 20.4% at the end of March 2023[47] Future Plans and Investments - The company plans to allocate approximately HKD 12,560,000 to upgrade the ERP system to enhance operational efficiency, with about HKD 7,720,000 already spent on consulting services and software/hardware acquisition[53] - Approximately HKD 5,540,000 is earmarked for sales and marketing activities to attract more customers and increase loyalty, with HKD 1,311,000 already spent on advertising and local food exhibitions[54] - The company has allocated around HKD 9,000,000 for the startup and renovation costs of a new restaurant, with HKD 3,064,000 already utilized for renovations[56] - The company plans to install new automated repackaging equipment with an allocation of approximately HKD 3,500,000, but has decided to outsource the repackaging process instead due to cost-effectiveness[56] - The company aims to strategically increase warehouse facilities near customers to support rising inventory levels, although the leasing has not yet commenced due to rising rental prices[52] Market Conditions and Strategy - The company anticipates a competitive market environment in 2023 and plans to invest more resources in sales and marketing activities[30] - The company has experienced a recovery in business due to government stimulus measures and the easing of COVID-19 restrictions, leading to increased sales[30] - The company remains cautiously optimistic about its core business despite economic uncertainties arising from the latest COVID-19 situation and government policy changes[57] - The board is actively assessing and managing uncertainties, taking necessary measures to navigate challenging times while adhering to pre-IPO strategic commitments[57] - The company aims to leverage its current customer base to offer a wide range of products and execute prudent cost control to seek optimal business development opportunities[57] Corporate Governance - The company has adhered to the corporate governance code as per GEM listing rules for the three months ending June 30, 2023[70] - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for the quarter and confirmed compliance with applicable accounting standards and GEM listing rules[72] Shareholder Information - As of June 30, 2023, major shareholders hold approximately 51.88% of the company's shares, with Mr. Huang Shaowen and Mr. Huang Shaohua each holding 602,800,000 shares[59] - No stock options were granted, exercised, lapsed, or cancelled under the stock option plan during the three months ending June 30, 2023[62] Risks and Challenges - Key strategic, operational, and financial risks include market competition, employee commitment and satisfaction, warehousing disruptions, customer credit risks, and investment returns[57] - The company believes it has a competitive advantage over competitors due to its strong track record and experienced management team[57] - The board will continue to explore opportunities for business diversification to strengthen and broaden the customer base[57] - The company is committed to expanding its operations to become one of Hong Kong's leading distributors of food and beverage groceries[57] Significant Events - No significant events affecting the group have been reported after June 30, 2023, up to the date of the quarterly report[71]

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 何部份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。 Asia Grocery Distribution Limited 亞 洲 雜 貨 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8413） 截至二零二三年六月三十日止三個月之第一季度業績公告 亞洲雜貨有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及其 附屬公司截至二零二三年六月三十日止三個月之未經審核合併業績。本公告載列 本公司二零二三年第一季度報告全文，符合香港聯合交易所有限公司GEM證券上 市規則內有關季度業績初步公告附載資料的相關規定。 承董事會命 亞洲雜貨有限公司 主席兼執行董事 黃少文 香港，二零二三年八月七日 於本公告日期，執行董事為黃少文先生（主席）、黃少華先生（行政總裁）及葉錦昌 先生（合規主任），非執行董事為黃俊雄先生，而獨立非執行董事為吳奮基先生、王 兆斌先生及陳愷兒小姐。 ...

Financial Performance - The company's revenue for the year ended March 31, 2023, was approximately HKD 286,244,000, an increase of about 18.6% compared to approximately HKD 241,372,000 for the same period in 2022[31]. - Gross profit increased by approximately 14.5% to about HKD 66,815,000 for the year ended March 31, 2023, while the gross profit margin slightly decreased to 23.3% from 24.2%[36]. - Other income rose significantly from approximately HKD 272,000 to about HKD 4,557,000, mainly due to service fees and government subsidies received[37]. - The cost of sales increased by approximately 19.9% to about HKD 219,429,000, primarily due to increased sales volume[35]. - Sales and distribution expenses accounted for approximately 12.1% of total revenue for the year ended March 31, 2023, compared to 11.9% in the previous year[41]. - The loss attributable to owners increased from approximately HKD 2,137,000 for the year ended March 31, 2022, to approximately HKD 4,408,000 for the year ended March 31, 2023, driven by bad debt write-offs and increased sales commissions[46]. - Trade receivables increased by approximately 7.6% from about HKD 36,907,000 as of March 31, 2022, to approximately HKD 39,695,000 as of March 31, 2023, due to increased sales demand following the reopening of borders with mainland China[49]. - Trade payables rose from approximately HKD 9,524,000 as of March 31, 2022, to approximately HKD 11,989,000 as of March 31, 2023, attributed to increased sales demand and anticipated price hikes for purchased products[50]. - Cash and bank balances increased from approximately HKD 29,797,000 as of March 31, 2022, to approximately HKD 35,533,000 as of March 31, 2023, indicating improved liquidity[53]. Business Operations - The company has been developing its food and beverage distribution business under the original brand "Hung Fat" for over 40 years, providing products from over 300 brands[10]. - The product portfolio includes daily necessities, packaged foods, sauces, dairy products, beverages, and kitchen supplies[27]. - The company aims to continue expanding and developing its business to create better prospects and achieve more favorable returns for shareholders[10]. - The experienced team enables the company to quickly respond to changes in customer preferences and adjust product offerings accordingly[10]. - The company plans to invest more resources in sales and marketing activities to drive the development of new products[28]. - The company experienced a significant increase in customer orders starting from April 2022, following the easing of COVID-19 restrictions[32]. - The company aims to expand and diversify its business to solidify and broaden its customer base, maintaining a competitive advantage in the market[76]. Market Conditions - The company anticipates stable performance in the coming year, supported by the recovery of inbound tourism and private consumption[10]. - The management is optimistic about 2023 being a year of economic recovery for Hong Kong and is closely monitoring market conditions for suitable business opportunities[28]. - The company remains cautiously optimistic about its core business despite economic uncertainties arising from the latest COVID-19 situation and government policy changes[76]. - The board is actively assessing and managing uncertainties, taking necessary measures to navigate challenges while continuing to leverage the current customer base[76]. Capital Expenditures and Investments - Capital expenditures for the year ended March 31, 2023, were approximately HKD 3,460,000, up from about HKD 2,266,000 for the year ended March 31, 2022, primarily for the purchase of delivery vehicles[59]. - The company plans to allocate approximately HKD 12,560,000 to upgrade the ERP system to enhance operational efficiency, with HKD 7,653,000 already spent on consulting services and software/hardware acquisition[71]. - Approximately HKD 5,540,000 is earmarked for sales and marketing activities to attract more customers, with HKD 1,310,000 already spent on advertising and local food exhibitions[72]. - The company has reallocated funds initially intended for new repackaging equipment, approximately HKD 3,500,000, to develop restaurant services and general working capital due to cost-effectiveness considerations[75]. - The company has utilized approximately HKD 3,064,000 for the renovation and startup costs of a new restaurant in Tsim Sha Tsui, although the restaurant was closed in March 2022 due to the pandemic[75]. - The company plans to complete the development of restaurant services by December 31, 2023, with HKD 5,936,000 already allocated for this purpose[68]. Financial Management - The total employee cost for the year ended March 31, 2023, was approximately HKD 27,877,000, an increase from about HKD 21,427,000 for the year ended March 31, 2022, reflecting an increase in workforce from 59 to 76 employees[65]. - The company did not declare or recommend any dividends for the year ended March 31, 2023, consistent with the previous year[47]. - The total interest-bearing borrowings amounted to approximately HKD 19,789,000 as of March 31, 2023, compared to approximately HKD 8,467,000 as of March 31, 2022, reflecting an increase in lease liabilities[57]. - The board has adopted a more cautious approach regarding business expansion and investment plans, leading to delays in the expected timeline for utilizing unutilized net proceeds[68]. - The company allocated approximately HKD 5,211,000 for general working capital to support daily operations and maintain sufficient liquidity against market volatility[76]. Corporate Governance - The company has established a remuneration committee in accordance with GEM listing rules to review compensation policies and related matters for directors and senior management[110]. - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, maintaining a balance of skills and experience[165]. - The company has established mechanisms to ensure independent opinions and suggestions are provided to the board, including annual reviews of these mechanisms[166]. - Independent non-executive directors have confirmed their independence in accordance with GEM Listing Rules, and the board believes they are independent[168]. - The chairman and CEO roles are separated, with the chairman leading major decisions and the CEO focusing on daily management and operations[169]. - The audit committee, composed of three independent non-executive directors, reviewed the audited consolidated financial statements for the year ending March 31, 2023[154]. - The company has adhered to the corporate governance code as per GEM listing rules for the year ending March 31, 2023[159]. Employee and Board Composition - As of March 31, 2023, the company had a total of 76 employees, with a gender composition of approximately 58% male and 42% female[200]. - The board consisted of 6 males and 1 female as of March 31, 2023, representing 85% and 15% respectively[191]. - The remuneration range for the board and senior management members as of March 31, 2023, included 6 individuals earning up to HKD 1,000,000, 1 earning between HKD 1,000,001 and HKD 2,000,000, 1 earning between HKD 2,000,001 and HKD 3,000,000, and 1 earning between HKD 3,000,001 and HKD 4,000,000[198]. - The company ensures continuous professional development for all directors, providing training and updates on GEM listing rules and regulatory requirements[172]. Compliance and Risk Management - The company is committed to complying with applicable environmental laws and minimizing negative impacts on the environment from its operations[82]. - The company faces various risks, including market competition, employee commitment, customer credit risk, and financial investment risks[76]. - The company has confirmed that all commitments under the non-competition agreement have been complied with by major shareholders for the year ending March 31, 2023[131].

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 何部份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。 Asia Grocery Distribution Limited 亞 洲 雜 貨 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8413） 截至二零二三年三月三十一日止年度之全年業績公告 亞洲雜貨有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及其 附屬公司截至二零二三年三月三十一日止年度之全年業績。本公告載列本公司二 零二三年全年報告全文，符合香港聯合交易所有限公司GEM證券上市規則內有關 全年業績初步公告附載資料的相關規定。 承董事會命 亞洲雜貨有限公司 主席兼執行董事 黃少文 香港，二零二三年六月二十六日 於本公告日期，執行董事為黃少文先生（主席）、黃少華先生（行政總裁）及葉錦昌 先生（合規主任），非執行董事為黃俊雄先生，而獨立非執行董事為吳奮基先生、王 兆斌先生及陳愷兒小姐。 ...

Financial Performance - The group recorded revenue of approximately HKD 215,358,000 for the nine months ended December 31, 2022, representing an increase of 13.06% compared to HKD 190,512,000 for the same period in 2021[5] - Profit attributable to owners of the company for the nine months ended December 31, 2022, was approximately HKD 4,568,000, a significant increase from HKD 277,000 for the same period in 2021[5] - The gross profit for the nine months ended December 31, 2022, was HKD 51,726,000, up from HKD 46,046,000 in the previous year, indicating a gross margin improvement[6] - The basic earnings per share for the nine months ended December 31, 2022, was HKD 0.39, compared to HKD 0.02 for the same period in 2021[6] - Total comprehensive income attributable to owners of the company for the nine months ended December 31, 2022, was HKD 4,568,000, compared to HKD 277,000 in the previous year[6] - The total revenue for the nine months ended December 31, 2022, was HKD 215,358,000, representing a 13.1% increase from HKD 190,512,000 in the same period of 2021[16] Expenses and Costs - The sales and distribution expenses for the nine months ended December 31, 2022, increased to HKD 25,211,000 from HKD 21,487,000 in the previous year, reflecting higher operational costs[6] - The total employee costs for the nine months ended December 31, 2022, amounted to HKD 20,438,000, up from HKD 16,305,000 in the same period of 2021, reflecting a 25.9% increase[20] - Administrative expenses increased from approximately HKD 23,381,000 to about HKD 23,793,000, mainly due to higher director remuneration and depreciation of newly leased warehouse assets[38] - The cost of sales for the same period was approximately HKD 163,632,000, representing an increase of about 13.3% from approximately HKD 144,466,000 in the previous year[32] Dividends and Shareholder Returns - The company did not recommend any dividend payment for the nine months ended December 31, 2022, consistent with the previous year[5] - The group did not declare or recommend any dividends for the nine months ended December 31, 2022[22] Government Support and Other Income - The group recognized government subsidies of HKD 1,501,000 for the nine months ended December 31, 2022, which were related to the "Employment Support" scheme[18] - Other income rose significantly from approximately HKD 185,000 to about HKD 3,357,000, primarily due to government subsidies received during the period[34] Financial Position and Ratios - The total equity attributable to owners of the company as of December 31, 2022, was HKD 105,983,000, an increase from HKD 103,829,000 as of December 31, 2021[8] - As of December 31, 2022, the company's cash and bank balances were approximately HKD 31,155,000, up from approximately HKD 29,797,000 as of March 31, 2022[45] - The current ratio as of December 31, 2022, was approximately 4.8 times, indicating strong liquidity compared to 6.8 times as of March 31, 2022[45] - As of December 31, 2022, the company's interest-bearing borrowings amounted to approximately HKD 13,408,000, an increase from HKD 8,467,000 as of March 31, 2022[46] - The company's debt-to-equity ratio as of December 31, 2022, was approximately 12.7%, up from 8.3% as of March 31, 2022[46] Strategic Plans and Investments - The company plans to allocate around HKD 5,540,000 for sales and marketing activities to attract more customers and increase loyalty, with HKD 1,268,000 already utilized for advertising[53] - The company has decided to reallocate funds initially intended for new packaging equipment to develop restaurant services due to current market conditions[55] - The company plans to open two warehouse facilities to accommodate increased inventory, although the leasing process has been delayed due to rising rental prices[51] - The company is taking a more cautious approach to its business expansion and investment plans in light of current economic conditions[49] - The company has allocated an additional HKD 5,211,000 for general working capital to support daily operations and maintain sufficient liquidity against market volatility[56] Corporate Governance and Compliance - The board has confirmed compliance with the securities trading code and has adopted internal control policies regarding insider information disclosure[63] - The company has confirmed compliance with the non-competition agreement established on March 27, 2017, with all commitments adhered to by the controlling shareholders as of December 31, 2022[66] - The company has maintained high standards of corporate governance, adhering to the principles and code provisions outlined in the GEM Listing Rules[68] - The board believes that the company has complied with the corporate governance code as of December 31, 2022[69] Risks and Market Conditions - Key strategic, operational, and financial risks include market competition, employee commitment and satisfaction, warehousing disruptions, customer credit risks, and investment returns[56] - The company remains cautiously optimistic about its core business despite economic uncertainties arising from the latest COVID-19 situation and government policy changes[56] - The board is actively assessing and managing uncertainties, taking necessary measures to navigate challenging times while adhering to pre-IPO strategic commitments[56]

Financial Performance - The company recorded revenue of approximately HKD 137,465,000 for the six months ended September 30, 2022, representing an increase of 12.93% compared to HKD 121,704,000 for the same period in 2021[5] - Profit attributable to owners of the company for the six months ended September 30, 2022, was approximately HKD 3,427,000, a significant increase from HKD 389,000 for the same period in 2021[5] - The gross profit margin improved to approximately 24.87% for the six months ended September 30, 2022, compared to 24.92% for the same period in 2021[7] - The group's revenue for the six months ended September 30, 2022, was HKD 137,465,000, an increase of 12.9% compared to HKD 121,704,000 for the same period in 2021[23] - The group's gross profit increased by approximately 12.7% from about HKD 30,340,000 for the six months ended September 30, 2021, to about HKD 34,204,000 for the six months ended September 30, 2022, with a gross margin maintained at approximately 24.9%[56] Dividends and Equity - The company did not recommend the payment of any interim dividend for the six months ended September 30, 2022, consistent with the previous year[5] - The company’s total equity attributable to owners increased to HKD 104,842,000 as of September 30, 2022, from HKD 101,415,000 as of March 31, 2022[9] - The company did not declare or recommend any dividends for the six months ended September 30, 2022[35] Cash Flow and Assets - The net cash generated from operating activities for the six months ended September 30, 2022, was HKD 4,203,000, compared to a net cash used of HKD 468,000 for the same period in 2021[14] - Total assets as of September 30, 2022, amounted to HKD 119,583,000, an increase from HKD 111,456,000 as of March 31, 2022[9] - The group reported a net decrease in cash and cash equivalents of HKD 789,000 for the six months ended September 30, 2022, compared to a decrease of HKD 3,433,000 for the same period in 2021[14] Employee Costs and Subsidies - Total employee costs for the six months amounted to HKD 13,315,000, reflecting an increase of 24.0% from HKD 10,700,000 in the same period last year[31] - The group recognized government subsidies of HKD 1,372,000 during the six months, which were related to the "Employment Support" scheme and restaurant subsidy program[29] - The group experienced a significant increase in demand for food and beverage products from local restaurants, hotels, and private clubs during the reporting period[53] Expenses and Financing - The company’s financing costs for the six months ended September 30, 2022, were HKD 340,000, compared to HKD 210,000 for the same period in 2021[7] - Selling and distribution expenses accounted for about 11.4% of total revenue for the six months ended September 30, 2022, compared to 11.3% for the same period in 2021, reflecting increased commissions and bonuses for sales personnel[59] - Administrative expenses increased from approximately HKD 15,502,000 to about HKD 16,370,000, primarily due to increased depreciation from newly leased warehouse assets[61] Strategic Plans and Investments - The group plans to allocate approximately HKD 12,560,000 to upgrade the ERP system to enhance operational efficiency, with about HKD 5,272,000 already spent on consulting services and software and hardware acquisition[89][90] - Approximately HKD 5,540,000 is planned for sales and marketing activities to attract more customers, with HKD 1,242,000 already utilized for advertising and participation in local food exhibitions[90] - The group has allocated around HKD 9,000,000 for the development of restaurant services, with HKD 3,064,000 already spent on renovations and startup costs for a new restaurant in Tsim Sha Tsui[92] Corporate Governance and Compliance - The company has maintained high standards of corporate governance, adhering to the principles and code provisions outlined in the GEM Listing Rules[108] - The board believes that the company has complied with the corporate governance code as of September 30, 2022[109] - The company has confirmed compliance with the non-competition agreement established on March 27, 2017, with all commitments adhered to by the controlling shareholders as of September 30, 2022[106] Market Outlook and Risks - The board anticipates that the Hong Kong economy will take time to return to normal and will closely monitor market conditions for suitable business opportunities[52] - The company remains cautiously optimistic about its core business despite economic uncertainties related to the Omicron variant[93] - Key strategic, operational, and financial risks include market competition, employee commitment and satisfaction, warehousing disruptions, customer credit risk, and investment returns[93]

Financial Performance - The group recorded revenue of approximately HKD 63,565,000 for the three months ended June 30, 2022, compared to HKD 57,944,000 for the same period in 2021, representing an increase of 9%[4] - Profit attributable to owners of the company for the three months ended June 30, 2022, was approximately HKD 1,125,000, a significant increase from HKD 192,000 for the same period in 2021[4] - The gross profit for the three months ended June 30, 2022, was HKD 16,202,000, compared to HKD 14,349,000 for the same period in 2021, indicating a growth of 13%[5] - The total comprehensive income for the period attributable to owners of the company was HKD 1,125,000, compared to HKD 192,000 for the same period in 2021[5] - Basic earnings per share for the three months ended June 30, 2022, was HKD 0.10, up from HKD 0.02 for the same period in 2021[5] - The group's cost of sales for the three months ended June 30, 2022, was approximately HKD 47,363,000, an increase of about HKD 3,768,000 or approximately 8.6% compared to HKD 43,595,000 for the same period in 2021, primarily due to increased sales volume[34] - Gross profit increased from approximately HKD 14,349,000 for the three months ended June 30, 2021, to approximately HKD 16,202,000 for the same period in 2022, representing an increase of about 12.9%[35] Dividends and Equity - The company did not recommend the payment of any dividends for the three months ended June 30, 2022, consistent with the previous year[4] - The group’s total equity as of June 30, 2022, was HKD 102,540,000, a slight decrease from HKD 103,552,000 as of June 30, 2021[8] - The company did not declare or recommend any dividends for the three months ended June 30, 2022[27] Income and Expenses - The company reported other income of HKD 766,000 for the three months ended June 30, 2022, compared to HKD 44,000 for the same period in 2021, reflecting a substantial increase[5] - The financing costs for the three months ended June 30, 2022, were HKD 151,000, compared to HKD 97,000 for the same period in 2021, indicating an increase of 55%[5] - The total employee costs amounted to HKD 6,124,000, an increase from HKD 5,316,000 in the previous year, reflecting a rise of about 15.2%[26] - Administrative expenses increased from approximately HKD 7,175,000 to approximately HKD 7,985,000, mainly due to increased depreciation from newly leased warehouse assets and higher legal and professional fees[40] - Other income rose significantly from approximately HKD 44,000 to approximately HKD 766,000, mainly due to government subsidies received during the period, including about HKD 630,000 from the "Employment Support" scheme[36] Market and Operational Insights - The company continues to engage in food and beverage grocery distribution and restaurant services in Hong Kong, with all revenue contracts being for one year or less[14] - The demand for food and beverage products surged, particularly from local restaurants, hotels, and private clubs, contributing to the revenue growth[32] - The company plans to closely monitor market conditions and seek suitable opportunities to mitigate the negative impacts of potential COVID-19 outbreaks[31] Shareholder Information - As of June 30, 2022, the major shareholders, Mr. Wong Siu Man and Mr. Wong Siu Wah, each hold 51.88% of the company’s shares, totaling 602,800,000 shares[57] - Major shareholder Yuan Tian holds 602,800,000 shares, representing 51.88% of the total issued shares as of June 30, 2022[59] Corporate Governance - The company confirmed compliance with the corporate governance code during the three months ended June 30, 2022[68] - The audit committee reviewed the unaudited consolidated results for the three months ended June 30, 2022, and found them to comply with applicable accounting standards and GEM listing rules[71] - The company has adopted a set of securities trading rules for directors, ensuring compliance with GEM listing rules[63] - The company has established a non-competition agreement with its major shareholders, confirming no engagement in competing businesses[65] - The company maintains a high standard of corporate governance, which is considered essential for effective and transparent operations[67] - The board of directors consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure[72] Strategic Planning and Risks - The company plans to allocate approximately HKD 12,560,000 to upgrade its ERP system to enhance operational efficiency by monitoring inventory levels and avoiding excess stock[52] - A total of approximately HKD 5,540,000 is earmarked for sales and marketing activities to attract more customers and increase loyalty, with about HKD 1,228,000 already spent on advertising and local food exhibitions[53] - The board has decided to repurpose funds originally intended for a new warehouse in Kowloon, reallocating them towards developing restaurant services and general operating capital, retaining about HKD 3,278,000 for rental expenses[52] - The company faces strategic, operational, and financial risks including market competition and customer credit risk, but believes it has a competitive advantage due to its strong track record and experienced management team[55] - The company maintains a reasonable optimism regarding its core business despite economic uncertainties posed by the Omicron variant[55] - The board is actively assessing and managing uncertainties, taking necessary measures to navigate challenges while continuing to execute strategic commitments made to shareholders[55] Recent Developments - The company closed its first restaurant in Tsim Sha Tsui in March 2022 due to the ongoing pandemic situation[33] - The company has utilized around HKD 3,064,000 for renovations and startup costs for a new restaurant in Tsim Sha Tsui, although it plans to close this location due to recent pandemic conditions[54] - No significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures occurred during the three months ended June 30, 2022[48] - No significant events affecting the group occurred after June 30, 2022, up to the date of the quarterly report[69] - There were no purchases, sales, or redemptions of the company's listed securities by the company or its subsidiaries during the three months ended June 30, 2022[66] - No stock options were granted, exercised, expired, or canceled under the stock option plan during the three months ended June 30, 2022, with 112,000,000 unexercised options remaining[62]

[Company Information](index=4&type=section&id=Company%20Information) This report provides fundamental information about Asia Grocery Distribution Limited (Stock Code: 8413), including its board members, committee structures, registered office, principal bankers, and auditor - This report provides fundamental information about Asia Grocery Distribution Limited (Stock Code: 8413), including its board members, committee structures, registered office, principal bankers, and auditor[7](index=7&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) The Group, operating under the 'Hung Fat Ho' brand, has over 40 years of experience in food and beverage grocery distribution in Hong Kong, serving restaurants, hotels, food processors, and wholesalers - The Group, operating under the 'Hung Fat Ho' brand, has over 40 years of experience in food and beverage grocery distribution in Hong Kong, serving restaurants, hotels, food processors, and wholesalers[11](index=11&type=chunk) - During the reporting period (April 2021 to March 2022), Hong Kong's total retail sales value decreased by approximately **4.0%** year-on-year; however, with stabilizing pandemic conditions and the issuance of electronic consumption vouchers, the Group anticipates stable performance in the coming year[11](index=11&type=chunk) - Leveraging strong supplier relationships, market familiarity, and an experienced team, the Group can swiftly adapt to changing customer preferences and adjust its product portfolio to maintain competitiveness[11](index=11&type=chunk) [Biographical Details of Directors and Senior Management](index=6&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides an overview of the Group's leadership, including executive, non-executive, and independent non-executive directors, as well as key senior management personnel [Executive Directors](index=6&type=section&id=Executive%20Directors) The executive director team, comprising Mr Wong Siu Man (Chairman), Mr Wong Siu Wah (CEO), and Mr Yip Kam Cheong (Compliance Officer), is responsible for the Group's overall management, daily operations, and sales oversight, with members being controlling shareholders or possessing extensive industry experience - Mr Wong Siu Man (Chairman) is primarily responsible for the Group's overall management, business direction, and development strategies[16](index=16&type=chunk) - Mr Wong Siu Wah (Chief Executive Officer) is primarily responsible for the Group's daily management and operations, focusing on procurement and supplier relationships[17](index=17&type=chunk) - Mr Yip Kam Cheong (Compliance Officer) is primarily responsible for overseeing the Group's sales department, possessing over **ten years** of experience in the food and beverage industry[17](index=17&type=chunk) [Non-Executive Director](index=7&type=section&id=Non-Executive%20Director) Mr Wong Chun Hung serves as a Non-Executive Director, bringing over nineteen years of experience in the financial industry, holding senior positions at various financial institutions, and actively participating in public service - Mr Wong Chun Hung has over **nineteen years** of experience in the financial industry and currently serves as an Executive Director of Sun City Group Holdings Limited[21](index=21&type=chunk) [Independent Non-Executive Directors](index=8&type=section&id=Independent%20Non-Executive%20Directors) Independent Non-Executive Directors, Mr Ng Fan Ki, Mr Wong Siu Bun, and Ms Chan Hoi Yee, bring extensive professional experience in auditing, taxation, financial management, strategic planning, and accounting, serving as members of the Audit, Remuneration, and Nomination Committees - Mr Ng Fan Ki possesses over **20 years** of experience in auditing, taxation, and financial management, is a member of the Hong Kong Institute of Certified Public Accountants, and chairs the Audit Committee[26](index=26&type=chunk) - Mr Wong Siu Bun is highly experienced in strategic planning and operational management, serving as Chairman of the Remuneration Committee[27](index=27&type=chunk) - Ms Chan Hoi Yee, a member of the Hong Kong Institute of Certified Public Accountants, has over **ten years** of experience in auditing and financial reporting, and chairs the Nomination Committee[27](index=27&type=chunk) [Senior Management and Company Secretary](index=9&type=section&id=Senior%20Management%20and%20Company%20Secretary) Senior management includes Ms Chan Lai Yin (Financial Controller), Ms Kwong Hoi Sze (General Manager), and Mr Wong Chun Fung (Sales Manager), all with extensive experience in finance, operations, and sales, while Ms Lau Yin Ping serves as Company Secretary overseeing corporate secretarial affairs - Ms Chan Lai Yin serves as Financial Controller, responsible for overall corporate finance and capital management, and is a member of the Hong Kong Institute of Certified Public Accountants[31](index=31&type=chunk) - Ms Kwong Hoi Sze serves as General Manager, with **23 years** of international trade experience, specializing in the procurement, import, and distribution of food and beverage products[31](index=31&type=chunk) - Ms Lau Yin Ping serves as Company Secretary, is a member of the Hong Kong Institute of Certified Public Accountants, and oversees corporate secretarial affairs[33](index=33&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's operational performance, financial results, liquidity, and capital structure for the reporting period [Business Review](index=10&type=section&id=Business%20Review) The Group, a prominent Hong Kong food and beverage grocery distributor, faced initial challenges in FY2022 due to the Omicron variant but achieved overall revenue growth, expanded into catering services, and leased a new warehouse to accommodate increased inventory - The COVID-19 pandemic continued to impact business, with a rebound in late 2021 followed by revenue contraction in early 2022 due to the Omicron variant and tightened social distancing measures[37](index=37&type=chunk)[38](index=38&type=chunk) Key Performance Indicators for FY2022 | Indicator | FY2022 | FY2021 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 241,372,000 HKD | 227,709,000 HKD | +6.0% | - The Group commenced catering services through restaurants in early 2021, with this segment contributing approximately **1.0%** of total revenue; a new warehouse was leased and established in Tuen Mun to manage increased inventory levels[38](index=38&type=chunk)[39](index=39&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) In FY2022, the Group's total revenue grew by **6.0%** to **HKD 241.37 million**, driven by categories like daily necessities and grains, and sauces and condiments, while gross profit increased by **21.3%** to **HKD 58.33 million**, improving the gross profit margin from **21.1%** to **24.2%**, and the annual loss significantly narrowed to **HKD 2.14 million** from **HKD 14.62 million** due to reduced equity-settled share-based payment expenses Revenue Breakdown by Product Category (Thousand HKD) | Product Category | 2022 | 2021 | Change Percentage | | :--- | :--- | :--- | :--- | | Daily Necessities and Grains | 71,918 | 58,019 | +24.0% | | Packaged Foods | 52,999 | 60,076 | -11.8% | | Sauces and Condiments | 48,924 | 41,420 | +18.1% | | Dairy Products and Eggs | 31,205 | 27,052 | +15.4% | | Beverages and Alcoholic Drinks | 16,287 | 12,689 | +28.4% | | Kitchen and Hygiene Products | 17,564 | 28,453 | -38.3% | | Restaurant Operations | 2,475 | – | N/A | | **Total** | **241,372** | **227,709** | **+6.0%** | - Gross profit increased by **21.3%** from **HKD 48.07 million** to **HKD 58.33 million**, with the gross profit margin improving from **21.1%** to **24.2%**, primarily due to increased revenue, an expanded customer base, and lower procurement costs[50](index=50&type=chunk) - Annual loss significantly narrowed from **HKD 14.62 million** to **HKD 2.14 million**, mainly due to the absence of equity-settled share-based payments this year (compared to **HKD 15.42 million** last year), partially offset by reduced government grants[57](index=57&type=chunk)[62](index=62&type=chunk) - The Board does not recommend the payment of any dividend for the year ended March 31, 2022[63](index=63&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=15&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2022, the Group maintained a robust financial position with bank balances and cash of approximately **HKD 29.8 million** and a current ratio of **6.8 times**, primarily funding operations through internal cash flow, while capital expenditure focused on the newly leased Tuen Mun warehouse Key Financial Position Indicators | Indicator | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Bank Balances and Cash | 29,797,000 HKD | 38,438,000 HKD | | Current Ratio | 6.8 times | 6.7 times | | Gearing Ratio | 8.3% | 7.8% | - The Group's capital structure has remained unchanged since its listing, with share capital consisting solely of ordinary shares[71](index=71&type=chunk) - Capital expenditure for the year amounted to approximately **HKD 2.27 million**, primarily for the renovation and equipment acquisition of the newly leased Tuen Mun warehouse[77](index=77&type=chunk) [Use of Proceeds](index=17&type=section&id=Use%20of%20Proceeds) The Group detailed the utilization of approximately **HKD 48.5 million** in net proceeds from its listing, with about **HKD 18.73 million** remaining unutilized as of the reporting date, primarily allocated to restaurant business development, ERP system upgrades, and sales and marketing activities, expected to be fully utilized by December 31, 2022, with some original plans adjusted due to market changes Use of Net Proceeds and Progress (Thousand HKD) | Intended Use | Revised Allocated Amount | Unutilized Amount as of this Annual Report Date | | :--- | :--- | :--- | | Lease of warehouse facilities (lease payments) | 3,278 | 903 | | Development of catering services business | 9,000 | 5,936 | | Upgrade of ERP system | 8,330 | 7,576 | | Sales and marketing activities | 4,444 | 4,319 | | General working capital | 5,211 | – | | **Total** | **30,263** | **18,734** | - Due to rising factory rents in Hong Kong, the original plan to lease two warehouses was adjusted to establish a new warehouse in Yau Tong, Kowloon[91](index=91&type=chunk)[92](index=92&type=chunk) - The Group expanded into catering services in early 2021 but closed its Tsim Sha Tsui restaurant in March 2022 due to the pandemic, and is currently exploring further development opportunities for this segment[97](index=97&type=chunk) [Report of the Directors](index=20&type=section&id=Report%20of%20the%20Directors) This report details the Group's principal activities, key risks, dividend policy, share capital, reserves, and the interests of directors and major shareholders, along with information on the share option scheme [Principal Business and Risks](index=20&type=section&id=Principal%20Business%20and%20Risks) The Company primarily engages in investment holding, with its subsidiaries focusing on food and beverage grocery distribution and newly expanded catering services, facing key risks including customer retention, economic and political changes, financial exposures like foreign exchange and credit, and talent retention challenges - The Group's principal business is food and beverage grocery distribution, with catering services expanded during the year, and no significant changes in business nature[103](index=103&type=chunk) - Key risks include: - **Business Risk**: Potential inability to retain key customers, facing inventory and obsolescence risks - **Economic and Political Risk**: Adverse macroeconomic changes may impact strategy execution - **Financial Risk**: Exposure to foreign currency, interest rate, credit, and liquidity risks - **Personnel Risk**: Difficulty in retaining talent within a competitive market[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) [Dividends, Share Capital and Reserves](index=21&type=section&id=Dividends%2C%20Share%20Capital%20and%20Reserves) The Board does not recommend a dividend for the year ended March 31, 2022, with dividend decisions guided by a policy considering financial performance, capital needs, and overall economic conditions, and the Company's distributable reserves amounted to approximately **HKD 21.64 million** at the reporting period end - The Board does not recommend the payment of a dividend for the year ended March 31, 2022[116](index=116&type=chunk) - As of March 31, 2022, the Company's distributable reserves to shareholders amounted to approximately **HKD 21,640,000**[127](index=127&type=chunk) [Directors' and Major Shareholders' Interests](index=23&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests) The report details the shareholdings of directors and major shareholders as of March 31, 2022, with Executive Directors Mr Wong Siu Man and Mr Wong Siu Wah jointly holding **51.88%** of the Company's shares through their controlled corporation, Yuan Tian Investment Limited, making them controlling shareholders Directors' Interests in the Company's Shares (Long Position) | Director's Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr Wong Siu Man | Interest in controlled corporation | 602,800,000 | 51.88% | | Mr Wong Siu Wah | Interest in controlled corporation | 602,800,000 | 51.88% | Major Shareholders' Interests in the Company's Shares (Long Position) | Shareholder's Name/Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Yuan Tian Investment Limited | Legal and beneficial owner | 602,800,000 | 51.88% | | Ms Fan Wing | Spouse's interest | 602,800,000 | 51.88% | | Ms Chu Man | Spouse's interest | 602,800,000 | 51.88% | [Share Option Scheme](index=29&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on March 27, 2017, under which **112 million** share options were granted to Group employees on February 19, 2021, with an exercise price of **HKD 0.30** per share, and as of March 31, 2022, all remained unexercised, lapsed, or cancelled - On February 19, 2021, a total of **112,000,000** share options were granted to Group employees under the Share Option Scheme, with an exercise price of **HKD 0.30** per share, valid until February 18, 2023[165](index=165&type=chunk) - For the year ended March 31, 2022, no share options were granted, exercised, lapsed, or cancelled, with **112,000,000** unexercised share options remaining at the end of the reporting period[165](index=165&type=chunk) [Corporate Governance Report](index=33&type=section&id=Corporate%20Governance%20Report) This report outlines the Group's corporate governance practices, including the board structure, committee functions, and risk management and internal control systems, ensuring compliance with relevant codes and regulations [Board of Directors](index=33&type=section&id=Board%20of%20Directors) The Board of Directors, responsible for the Group's overall leadership and oversight, comprised three executive, one non-executive, and three independent non-executive directors during the reporting period, adhering to GEM Listing Rules, with distinct roles for the Chairman and CEO, and maintained high attendance across nine meetings held during the year - The Board believes the Company has complied with the Corporate Governance Code for the year ended March 31, 2022[190](index=190&type=chunk) - The roles of Chairman (Mr Wong Siu Man) and Chief Executive Officer (Mr Wong Siu Wah) are performed by different individuals, complying with the Corporate Governance Code requirements[202](index=202&type=chunk) - A total of **nine** Board meetings and **one** general meeting were held during the year, with all eligible directors attending all meetings[215](index=215&type=chunk)[216](index=216&type=chunk) [Board Committees](index=39&type=section&id=Board%20Committees) The Board has established Audit, Nomination, and Remuneration Committees, each chaired by an independent non-executive director, responsible for overseeing financial reporting and internal controls, reviewing board structure and diversity, and determining director and senior management remuneration policies, respectively, with all committees holding meetings and fulfilling their duties during the year - The Audit Committee, comprising three independent non-executive directors with Mr Ng Fan Ki as Chairman, held **five** meetings during the year, reviewing financial statements, risk management, and internal control systems[220](index=220&type=chunk)[221](index=221&type=chunk) - The Nomination Committee, comprising three independent non-executive directors with Ms Chan Hoi Yee as Chairman, held **one** meeting during the year, reviewing the Board's composition and diversity policy[225](index=225&type=chunk)[226](index=226&type=chunk) - The Remuneration Committee, comprising three independent non-executive directors with Mr Wong Siu Bun as Chairman, held **one** meeting during the year, reviewing the remuneration of directors and senior management[231](index=231&type=chunk)[232](index=232&type=chunk) [Risk Management and Internal Control](index=45&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds overall responsibility for the Group's risk management and internal control systems, having engaged an independent third-party consultant to review and optimize these systems during the year, deeming them effective in safeguarding assets and shareholder interests, while annually assessing the necessity of an internal audit function - The Board bears overall responsibility for establishing, maintaining, and reviewing the Group's internal control systems, aiming to safeguard assets and shareholder investments[245](index=245&type=chunk) - During the year, the Board engaged an independent third-party consultant to review the internal control system and adopted its optimization recommendations, deeming the existing system effective and adequate[246](index=246&type=chunk) - The Group has identified four main categories of risks: market competition (strategic risk), employee and warehouse operations (operational risk), customer credit and return on capital (financial risk), and regulatory changes (compliance risk)[252](index=252&type=chunk) [Environmental, Social and Governance Report](index=50&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the Group's commitment to environmental sustainability, social responsibility, and corporate governance, covering initiatives in energy conservation, employee welfare, supply chain management, product quality, and community engagement [Environmental Aspect](index=51&type=section&id=Environmental%20Aspect) The Group is committed to energy conservation and emission reduction, with total greenhouse gas emissions decreasing to approximately **101.3 tonnes of CO2 equivalent** during the reporting period, despite an increase in total energy consumption due to the new Tuen Mun warehouse, and aims to reduce energy intensity by **10%** within five years while addressing climate change risks Greenhouse Gas Emissions (tonnes of CO2 equivalent) | Greenhouse Gas Emissions | 2022 | 2021 | | :--- | :--- | :--- | | Scope 1 Emissions | 10.5 | 3.4 | | Scope 2 Emissions | 90.5 | 110.7 | | Scope 3 Emissions | 0.3 | – | | **Total Greenhouse Gas Emissions** | **101.3** | **114.1** | Energy Consumption | Indicator | 2022 | 2021 | Unit | | :--- | :--- | :--- | :--- | | Total Energy Consumption | 282.1 | 229.0 | MWh equivalent | | Intensity (per revenue) | 1.169 | 1.006 | MWh equivalent / Million HKD Revenue | - The Group aims to reduce its energy intensity by **10%** within five years (by 2027), using 2022 as the baseline year[290](index=290&type=chunk) [Social Aspect](index=55&type=section&id=Social%20Aspect) The Group prioritizes employment and labor practices, employee health and safety, and development and training, with **59 employees** at the reporting period end, strictly adhering to labor laws, prohibiting child and forced labor, ensuring a safe work environment, collaborating with reputable suppliers, maintaining stringent food safety standards, and actively engaging in community investment, earning the 'Caring Company' title for seven consecutive years - As of the end of the reporting period, the Group had a total of **59 employees**, an increase from **50** last year, with detailed breakdowns by gender, age, and employment category provided in the report[313](index=313&type=chunk) - Over the past three years, the Group has had no work-related fatalities or injuries, with **zero** lost workdays due to work-related injuries[326](index=326&type=chunk)[327](index=327&type=chunk) - The Group maintains a zero-tolerance policy towards corruption and provides anti-corruption training to employees, with no legal cases related to corruption, fraud, or bribery during the reporting period[337](index=337&type=chunk)[340](index=340&type=chunk) - The Group actively engages in community investment, having been awarded the 'Caring Company' title by The Hong Kong Council of Social Service and recognized as a 'Friendly Enterprise' by The Hong Kong Federation of Youth Groups for **seven consecutive years**[342](index=342&type=chunk)[343](index=343&type=chunk) [Independent Auditor's Report](index=64&type=section&id=Independent%20Auditor%27s%20Report) Longview (Hong Kong) CPA Limited, the auditor, confirms that the consolidated financial statements fairly present the Group's financial position as of March 31, 2022, and its financial performance and cash flows for the year then ended, in compliance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - Longview (Hong Kong) CPA Limited, the auditor, opines that the consolidated financial statements fairly present the Group's consolidated financial position as of March 31, 2022, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[362](index=362&type=chunk) - The auditor identified two key audit matters: - **Valuation of Inventories**: Involves management's judgment and estimation regarding slow-moving and obsolete inventories - **Impairment of Trade Receivables**: Measurement of expected credit losses involves significant judgment and complexity[367](index=367&type=chunk)[370](index=370&type=chunk) [Consolidated Financial Statements](index=70&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial performance, financial position, changes in equity, and cash flows for the reporting period, providing a comprehensive overview of its financial health [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=70&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2022, the Group reported total revenue of **HKD 241.37 million**, a **6.0%** year-on-year increase, with gross profit at **HKD 58.33 million**, up **21.3%**, and the annual loss significantly narrowed to **HKD 2.14 million** from **HKD 14.62 million** last year, primarily due to a substantial reduction in administrative expenses Consolidated Statement of Profit or Loss Summary (Thousand HKD) | Indicator | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | 241,372 | 227,709 | | Gross Profit | 58,332 | 48,070 | | Loss Before Tax | (1,538) | (14,376) | | **Loss and Total Comprehensive Expense for the Year** | **(2,137)** | **(14,618)** | - Basic loss per share significantly improved to **0.18 HK cents** from **1.26 HK cents** last year[393](index=393&type=chunk) [Consolidated Statement of Financial Position](index=71&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2022, the Group's total assets stood at **HKD 123.16 million**, total liabilities at **HKD 21.75 million**, and net assets (total equity) at **HKD 101.42 million**, a slight decrease from the previous year, with net current assets remaining stable at **HKD 95.02 million** Consolidated Statement of Financial Position Summary (Thousand HKD) | Indicator | 2022 | 2021 | | :--- | :--- | :--- | | **Total Assets** | **123,163** | **124,063** | | Non-current Assets | 11,707 | 13,363 | | Current Assets | 111,456 | 110,700 | | **Total Liabilities** | **21,748** | **20,511** | | Current Liabilities | 16,438 | 16,616 | | Non-current Liabilities | 5,310 | 3,895 | | **Total Equity** | **101,415** | **103,552** | [Consolidated Statement of Changes in Equity](index=72&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2022, total equity attributable to owners of the Company was **HKD 101.42 million**, with a **HKD 2.14 million** decrease during the year primarily due to the recorded loss - As of April 1, 2021, total equity was **103,552 Thousand HKD**[407](index=407&type=chunk) - Equity decreased by **2,137 Thousand HKD** during the year due to loss[407](index=407&type=chunk) - As of March 31, 2022, total equity was **101,415 Thousand HKD**[407](index=407&type=chunk) [Consolidated Statement of Cash Flows](index=73&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) During the year, the Group experienced a net cash outflow of **HKD 2.52 million** from operating activities, **HKD 1.78 million** from investing activities, and **HKD 4.34 million** from financing activities, resulting in a net decrease in cash and cash equivalents of **HKD 8.64 million**, with an ending balance of **HKD 29.80 million** Consolidated Cash Flow Summary (Thousand HKD) | Indicator | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,522) | (10,617) | | Net Cash Used in Investing Activities | (1,779) | (1,849) | | Net Cash Used in Financing Activities | (4,340) | (3,097) | | **Net Decrease in Cash and Cash Equivalents** | **(8,641)** | **(15,563)** | | Cash and Cash Equivalents at Beginning of Year | 38,438 | 54,001 | | **Cash and Cash Equivalents at End of Year** | **29,797** | **38,438** | [Notes to the Consolidated Financial Statements](index=75&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information to the consolidated financial statements, covering general company information, basis of preparation, significant accounting policies, key accounting estimates and judgments, and detailed analysis of various financial statement items - This section provides detailed explanations and supplementary information to the consolidated financial statements, covering general company information, basis of preparation, significant accounting policies, key accounting estimates and judgments, and detailed analysis of various financial statement items[420](index=420&type=chunk)[421](index=421&type=chunk)[430](index=430&type=chunk) [Financial Summary](index=125&type=section&id=Financial%20Summary) This section presents a five-year overview of the Group's key financial performance indicators, including revenue, profit/loss, total assets, total liabilities, and net assets, providing a concise historical financial perspective Five-Year Performance Summary (Thousand HKD) | Year Ended March 31 | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 241,372 | 227,709 | 204,368 | 213,926 | 194,137 | | (Loss)/Profit for the Year | (2,137) | (14,618) | (3,573) | 3,909 | 2,394 | Five-Year Assets and Liabilities Summary (Thousand HKD) | As of March 31 | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 123,163 | 124,063 | 118,920 | 114,636 | 111,504 | | Total Liabilities | 21,748 | 20,511 | 16,169 | 8,312 | 9,089 | | Total Net Assets | 101,415 | 103,552 | 102,751 | 106,324 | 102,415 |