MS CONCEPT(08447)

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MS CONCEPT(08447) - 2025 - 年度业绩
2025-06-24 14:55
Economic Environment and Market Dynamics - The economic environment in Hong Kong has been challenging, leading to a significant decline in customer spending in the restaurant industry[12]. - The company has implemented strategies such as menu innovation and operational streamlining to adapt to market dynamics[12]. - The recovery of inbound tourism from China and the Asia-Pacific region is expected to improve the performance of the restaurant industry[12]. - The company plans to expand its network in Hong Kong by carefully selecting suitable locations and enhancing its brand portfolio[13]. - The focus will remain on providing a "luxury for all" dining experience while ensuring high-quality food offerings[13]. Financial Performance - For the fiscal year ending March 31, 2025, the company's revenue reached approximately HKD 253.5 million, an increase of about HKD 27.8 million or 12.3% compared to HKD 225.7 million for the previous year[20]. - The cost of goods sold was approximately HKD 103.6 million, representing an increase of about HKD 23.4 million or 29.2% from HKD 80.2 million in the prior year[21]. - Gross profit was approximately HKD 149.9 million, an increase of about HKD 4.4 million or 3.0% from HKD 145.5 million year-over-year[23]. - The overall gross margin decreased from approximately 64.5% to 59.1% due to promotional activities reducing average spending per customer and the lower gross margin of the newly opened restaurant, "柏麗廳" (Palace Hall)[23]. - For the fiscal year ending March 31, 2025, the group recorded a loss of approximately HKD 17.2 million, compared to a loss of approximately HKD 18.6 million for the fiscal year ending March 31, 2024[35]. Operational Costs and Expenses - Employee costs increased by approximately HKD 6.0 million or 8.3% to HKD 78.7 million from HKD 72.7 million in the previous year[25]. - Depreciation expenses decreased to approximately HKD 35.1 million from HKD 37.1 million, primarily due to the opening of "柏麗廳" and the closure of "銅鑼灣Hana"[26]. - Rental and related expenses increased by approximately HKD 0.6 million or 4.2% to HKD 14.8 million from HKD 14.2 million in the prior year[28]. - Fuel and utility expenses rose by approximately HKD 0.6 million or 9.4% to HKD 7.0 million from HKD 6.4 million, influenced by the opening of "柏麗廳" and the closure of "銅鑼灣Hana"[29]. - Financing costs increased by approximately HKD 2.3 million or 79.3% to HKD 5.2 million from HKD 2.9 million, mainly due to new leasing agreements and interest on lease liabilities[32]. Corporate Governance and Board Structure - The board emphasizes the importance of good corporate governance to enhance shareholder value and ensure effective accountability[63]. - The company has adopted all applicable corporate governance code provisions, except for C.2.1 and C.6.1, as of the fiscal year ending March 31, 2025[68]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[73]. - The independent non-executive directors provided extensive business and financial expertise, ensuring compliance with GEM listing rules[76]. - The board has established committees to monitor operational and financial performance, ensuring appropriate internal controls and risk management measures[76]. Risk Management and Internal Controls - The company has established risk management and internal control policies, with the board responsible for monitoring their effectiveness at least annually[118]. - An independent internal control consultant has been engaged to assess the internal control system, concluding that there are no significant deficiencies[121]. - The company identifies and categorizes risks into four categories: strategic, financial, operational, and compliance risks[122]. - The board has appointed an independent internal control consultant to review the effectiveness of the risk management and internal control systems, finding them adequate and effective[124]. Shareholder Relations and Communication - The company has implemented a shareholder communication policy to ensure timely and fair access to information for shareholders[134]. - The board of directors is required to convene a special general meeting within two months upon receiving a valid written request from shareholders holding at least 10% of the paid-up capital[131]. - The company encourages reporting of any misconduct or unethical behavior through established channels[138]. - The group maintains good working relationships with its customers and suppliers, emphasizing the importance of communication through various channels[145]. Employee and Board Diversity - The company is committed to maintaining gender diversity and equality within the board and overall employee team[83]. - As of March 31, 2025, the employee team consists of 35.4% female and 64.6% male, with the board aiming to maintain the current level of female representation[83]. - The board diversity policy was adopted on March 23, 2018, with measurable goals to ensure a balanced representation of skills, experience, and diverse perspectives[83]. Future Plans and Investments - The company has no significant investment or capital asset plans beyond those disclosed in the prospectus dated March 29, 2018, and the annual report[149]. - Under the total supply agreement with Fresh Run, the group plans to purchase fresh and frozen meat and seafood, with annual caps of HKD 44 million, HKD 53 million, and HKD 59 million for the three financial years ending March 31, 2026[168]. Environmental and Social Responsibility - The company has implemented various green measures to promote environmental and social sustainability, complying with local environmental laws and regulations[177].
MS CONCEPT(08447) - 2025 - 中期财报
2024-11-13 08:32
Financial Performance - Revenue for the six months ended September 30, 2024, reached approximately HKD 126.7 million, an increase of about HKD 12.5 million or 10.9% compared to HKD 114.2 million for the same period in 2023[6] - The net loss for the period was approximately HKD 13.0 million, compared to a net loss of approximately HKD 1.3 million for the same period in 2023[6] - Gross profit for the six months ended September 30, 2024, was HKD 73.2 million, slightly down from HKD 73.8 million in the same period last year[8] - The total comprehensive loss for the six months ended September 30, 2024, was HKD 12,973,000, compared to a loss of HKD 1,282,000 for the same period in 2023[12] - The company reported a basic and diluted loss per share of HKD 1.3 cents for the period, compared to HKD 0.13 cents for the same period last year[7] - The company reported a loss per share of HKD 12,973,000 for the six months ended September 30, 2024, compared to a loss of HKD 1,282,000 for the same period in 2023[25] Dividends and Equity - The board has decided not to declare an interim dividend for this period, consistent with the previous year[6] - The total equity as of April 1, 2024, was HKD 28,101,000, which decreased to HKD 15,128,000 by September 30, 2024, due to the comprehensive loss incurred[12] - As of September 30, 2024, the total equity attributable to the owners of the company was approximately HKD 15.1 million, down from HKD 28.1 million as of March 31, 2024[51] - The company declared no interim dividend for the six months ended September 30, 2024, consistent with the previous year[58] Assets and Liabilities - Total current liabilities increased to HKD 67.4 million as of September 30, 2024, compared to HKD 57.0 million as of March 31, 2024[9] - The company's total assets less current liabilities decreased to HKD 51.4 million as of September 30, 2024, from HKD 77.0 million as of March 31, 2024[10] - The company's cash and bank balances were HKD 26.5 million as of September 30, 2024, down from HKD 29.1 million as of March 31, 2024[9] - Non-current assets totaled HKD 77.9 million as of September 30, 2024, down from HKD 90.3 million as of March 31, 2024[9] - Trade receivables decreased significantly to HKD 0.8 million as of September 30, 2024, from HKD 2.8 million as of March 31, 2024[9] - Trade payables totaled HKD 23,990,000 as of September 30, 2024, up from HKD 17,631,000 as of March 31, 2024[30] Cash Flow - The company reported a net cash outflow of HKD 2,555,000 during the period, with cash equivalents at the beginning of the period being HKD 29,099,000[14] - Cash and cash equivalents decreased by HKD 2,555,000, resulting in a closing balance of HKD 26,544,000 as of September 30, 2024[14] - The net cash inflow from operating activities for the six months ended September 30, 2024, was approximately HKD 18.6 million, a decrease from HKD 20.8 million in the same period of 2023[51] Operational Highlights - Revenue from restaurant operations for the six months ended September 30, 2024, was HKD 126,707,000, an increase of 10.9% compared to HKD 114,210,000 for the same period in 2023[20] - The company opened a new restaurant under the "柏麗廳" brand in February 2024 and renovated an existing restaurant in August 2024[36] - The company operates 12 restaurants in Hong Kong, offering a variety of cuisines[36] - The company aims to attract customers to dine locally by launching promotions and discounts in response to changing dining habits[36] Expenses - The cost of goods sold for the six months ended September 30, 2024, was HKD 53,512,000, up from HKD 40,423,000 in the same period of 2023[23] - Employee benefits expenses, including salaries and other allowances, totaled HKD 38,234,000 for the six months ended September 30, 2024, compared to HKD 33,249,000 in the same period of 2023[23] - Employee costs rose by approximately HKD 5.0 million or 14.3% to HKD 39.9 million, influenced by the operation of the new restaurant since February 2024[41] - Depreciation for the six months ended September 30, 2024, was approximately HKD 21.2 million, an increase of HKD 2.7 million or 14.6% from HKD 18.5 million in the previous year[42] - Rental and related expenses increased by approximately HKD 0.4 million or 5.7% to HKD 7.4 million, mainly due to the new restaurant operations[43] - Financing costs increased from approximately HKD 1.6 million to HKD 2.9 million, primarily due to the net increase in lease liabilities after the new restaurant commenced operations[45] Future Outlook - The estimated taxable profit for the six months ended September 30, 2024, is subject to Hong Kong profits tax rates of 8.25% for profits up to HKD 2 million and 16.5% for profits exceeding that amount[24] - The net proceeds from the IPO amounted to approximately HKD 39.6 million, with allocations for expanding the restaurant network and establishing a central kitchen[48] - As of September 30, 2024, approximately HKD 20.6 million of the net proceeds was used for opening new restaurant locations, with ongoing evaluations for further expansions[49] Employee and Shareholder Information - The group employed approximately 202 employees as of September 30, 2024, down from 213 employees on March 31, 2024[65] - Future More holds 75% of the shares, with 750,000,000 shares owned by major shareholders[62] - As of September 30, 2024, the total number of issued shares is 1,000,000,000, leading to a 75% ownership percentage for Future More[63] Compliance and Governance - The audit committee, composed of independent non-executive directors, reviewed the unaudited consolidated results for the six months ended September 30, 2024[74] - The company has maintained the required public float as per GEM listing rules as of the report date[70] - There were no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the six months ended September 30, 2024[53] - The company has no significant capital commitments or contingent liabilities as of September 30, 2024[56][57] - No significant events affecting the group occurred after September 30, 2024, up to the report date[75]
MS CONCEPT(08447) - 2025 - 中期业绩
2024-11-08 11:12
Financial Performance - For the six months ended September 30, 2024, revenue reached approximately HKD 126.7 million, an increase of about HKD 12.5 million or 10.9% compared to HKD 114.2 million for the same period in 2023[9] - The company recorded a net loss of approximately HKD 13.0 million, compared to a net loss of approximately HKD 1.3 million for the same period in 2023[9] - Gross profit for the six months ended September 30, 2024, was HKD 73.2 million, slightly down from HKD 73.8 million in the same period last year[11] - Revenue from restaurant operations for the six months ended September 30, 2024, was HKD 126,707,000, an increase of 10.9% compared to HKD 114,210,000 for the same period in 2023[23] - The company reported a loss before tax of HKD 12,973,000 for the six months ended September 30, 2024, compared to a loss of HKD 1,282,000 in the same period of 2023[28] Expenses and Costs - Employee costs increased to HKD 39.9 million from HKD 34.9 million year-on-year[11] - Depreciation expenses rose to HKD 21.2 million from HKD 18.5 million in the previous year[11] - Rental and related expenses increased to HKD 7.4 million from HKD 7.0 million year-on-year[11] - The cost of goods sold for the six months ended September 30, 2024, was HKD 53,512,000, compared to HKD 40,423,000 in 2023, reflecting a 32.4% increase[26] - Administrative expenses increased by approximately HKD 1.3 million or 12.9% to approximately HKD 11.4 million, attributed to the operational commencement of the new restaurant[48] Dividends and Equity - The board of directors decided not to declare an interim dividend for this period, consistent with the previous year[9] - The total comprehensive loss for the period attributable to owners of the company was HKD 12.9 million, compared to HKD 1.3 million in the previous year[10] - The company reported a total equity of HKD 15,128 as of September 30, 2024, down from HKD 28,101 as of March 31, 2024, representing a decrease of approximately 46.2%[13] Assets and Liabilities - As of September 30, 2024, total non-current assets decreased to HKD 77,894, down from HKD 90,331 as of March 31, 2024, representing a decline of approximately 13.8%[12] - Current liabilities increased to HKD 67,437 as of September 30, 2024, compared to HKD 57,046 as of March 31, 2024, reflecting an increase of about 18.5%[12] - The net current liabilities as of September 30, 2024, were HKD (26,479), worsening from HKD (13,326) as of March 31, 2024[13] - The total assets less current liabilities stood at HKD 51,415 as of September 30, 2024, down from HKD 77,005 as of March 31, 2024, indicating a decrease of approximately 33.3%[13] Cash Flow - The company’s total cash flow from operating activities showed a net decrease of HKD 2,555 during the period, indicating cash flow challenges[17] - The net cash inflow from operating activities for the six months ended September 30, 2024, was approximately HKD 18.6 million, compared to HKD 20.8 million for the same period in 2023[54] - Cash and cash equivalents decreased to HKD 26,544 as of September 30, 2024, from HKD 29,099 at the end of March 2024, a decline of about 8.8%[17] Related Party Transactions - The company engaged in significant related party transactions, purchasing food from a related company for HKD 22,961,000 in the six months ended September 30, 2024, up from HKD 17,863,000 in 2023[36] Corporate Governance - The board has adopted and complied with all applicable corporate governance code provisions, except for the separation of roles between the chairman and CEO[71] - The audit committee has reviewed the unaudited consolidated financial results for the six months ended September 30, 2024, and believes they are prepared in accordance with applicable accounting standards and GEM listing rules[77] Employee Information - The group employed approximately 202 employees as of September 30, 2024, down from 213 employees as of March 31, 2024[68] - The company provides an attractive compensation package to employees, including competitive salaries and internal promotion opportunities[68]
MS CONCEPT(08447) - 2024 - 年度财报
2024-07-02 09:20
Business Expansion and Operations - The company opened a new restaurant under the "柏麗廳" brand in Shatin, which started operations in February 2024, providing a new revenue source and enhancing shareholder returns [10]. - The company plans to expand its business network in Hong Kong by opening strategically located new restaurants, despite challenges from cross-border consumption trends [11]. - The restaurant "葵芳MS" was returned to the landlord after the lease expired in May 2023, indicating a strategic adjustment in operations [15]. - The company has renewed leases for several restaurants, including "Hana" in Tung Chung and "Mr. Steak – Buffet à la minute" in Causeway Bay, to strengthen market competitiveness [15]. - The management expresses confidence in overcoming current challenges and is committed to expanding its restaurant network in Hong Kong [11]. Financial Performance - For the fiscal year ending March 31, 2024, the company's revenue was approximately HKD 225.7 million, a decrease of about HKD 24.7 million or 9.9% compared to HKD 250.4 million for the previous year [20]. - The cost of goods sold was approximately HKD 80.2 million, down about HKD 9.2 million or 10.3% from HKD 89.4 million in the prior year [21]. - Gross profit for the year was approximately HKD 145.5 million, a decrease of about HKD 15.5 million or 9.6% from HKD 161.0 million the previous year [24]. - Other income and gains fell from approximately HKD 8.3 million to about HKD 0.4 million, primarily due to the cessation of government subsidies [25]. - Employee costs decreased by approximately HKD 2.8 million or 3.7% to about HKD 72.7 million from HKD 75.5 million in the previous year [26]. - The company recorded a loss of approximately HKD 18.6 million for the year, compared to a profit of about HKD 4.0 million in the previous year [38]. - The current ratio decreased to 0.8 from 1.0, indicating a decline in liquidity [39]. - The overall gross margin increased slightly from approximately 64.3% to 64.5% due to menu price adjustments [24]. - Financing costs decreased by approximately HKD 1.4 million or 32.6% to about HKD 2.9 million, mainly due to the repayment of bank loans [33]. - As of March 31, 2024, the total equity attributable to the owners of the company is approximately HKD 28.1 million, down from HKD 46.7 million in 2023 [44]. - The cash and cash equivalents as of March 31, 2024, amount to approximately HKD 29.1 million, compared to HKD 44.9 million in 2023 [44]. - Operating cash inflow for the year ended March 31, 2024, is approximately HKD 30.3 million, a decrease from HKD 62.9 million in 2023 [44]. - The total bank borrowings as of March 31, 2024, is zero, down from HKD 3.3 million in 2023 [44]. - The net proceeds from the share issuance under the IPO amount to approximately HKD 39.6 million, with HKD 39.4 million utilized as of March 31, 2024 [54]. - As of March 31, 2024, approximately HKD 20.6 million of the net proceeds has been used for the expansion of restaurant locations in Hong Kong [55]. - The company has not made any significant acquisitions or disposals during the year ended March 31, 2024 [47]. - No dividends were declared or proposed for the year ended March 31, 2024 [61]. - The company's distributable reserves as of March 31, 2024, amounted to approximately HKD 0, compared to HKD 0.6 million in 2023 [163]. - The board does not recommend a final dividend for the year ending March 31, 2024, consistent with 2023 [153]. Corporate Governance - The company is committed to good corporate governance practices to enhance shareholder value [74]. - The board of directors has adopted all applicable provisions of the corporate governance code as of March 31, 2024, except for one provision [76]. - The board is responsible for overseeing the management of the company's business affairs and overall performance [80]. - The company has a clear delegation of authority to executive directors and senior management for daily operations and business management [78]. - The company has established various board committees to monitor operational and financial performance [80]. - The management team is responsible for executing the business plans and strategies adopted by the board [80]. - The company has a strong focus on internal controls and risk management measures [80]. - The board has the authority to seek independent professional advice at the company's expense when necessary [80]. - The company has a diverse and experienced board with members having extensive backgrounds in finance and management [69][70]. - The company emphasizes the importance of accountability through effective internal control and risk management processes [74]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements [81]. - The company has three independent non-executive directors, meeting the GEM listing rules that require at least one-third of the board to be independent [85]. - The chairman and CEO roles are held by the same individual, Mr. Kwan, which the board believes is in the best interest of the company due to his long-term management experience [94]. - The audit committee is composed entirely of independent non-executive directors, ensuring compliance with corporate governance standards [96]. - The company holds four board meetings annually, with all directors attending 100% of the meetings [90]. - The company encourages continuous professional development for all directors, with all participating in relevant training courses during the year [88]. - The board diversity policy was adopted on March 23, 2018, with measurable objectives set for its implementation [93]. - The company has established four board committees to oversee specific areas of its operations, ensuring adequate resources are provided for their duties [95]. - The independent non-executive directors provide extensive business and financial expertise, contributing significantly to the company's governance [85]. - The audit committee held five meetings during the year to review and approve the audited consolidated financial statements for the year and the unaudited consolidated financial statements for the three months ending June 30, 2023, six months ending September 30, 2023, and nine months ending December 31, 2023 [99]. - The audit committee reviewed the consolidated financial statements on June 21, 2024, and confirmed that they comply with applicable accounting standards and GEM listing rules, ensuring adequate disclosure [100]. - The nomination committee held one meeting during the year to review the board's structure, size, and composition, and to assess the independence of independent non-executive directors [104]. - The remuneration committee held one meeting during the year to review various remuneration-related matters for directors and senior management and made recommendations to the board [113]. - The remuneration committee is responsible for proposing the remuneration policy and structure for all directors and senior management, including basic salary and non-monetary benefits [111]. - The company is committed to ensuring that the audit process is effective and that the external auditor remains independent and objective [101]. - The nomination committee is tasked with identifying suitable candidates for directorships and assessing their qualifications based on various criteria, including diversity and industry experience [107]. - The company aims to maintain a transparent remuneration policy that aligns with its corporate goals and objectives [111]. - The audit committee monitors the integrity of the company's financial statements and reviews significant judgments related to financial reporting [101]. - The nomination committee will continue to evaluate the board's composition and recommend changes to align with the company's strategic objectives [105]. - The remuneration committee reviewed the compensation matters for directors and senior management, with no director involved in determining their own pay [114]. - The board is responsible for corporate governance functions, including the appointment and re-election of directors, with a three-year service agreement for executive directors starting from March 23, 2024 [115]. - The company has established policies and procedures for risk management and internal controls, with annual reviews to assess their effectiveness [124]. - An independent internal control consultant was hired to evaluate the internal control system, concluding that there were no significant deficiencies [126]. - The independent auditor, Guowei CPA, was paid a total of HKD 523,000 for audit and non-audit services, with HKD 498,000 for annual audit services and HKD 25,000 for non-audit services [122]. - The company has a code of conduct and compliance guidelines applicable to employees and directors, which are regularly reviewed [116]. - The board is committed to ensuring compliance with legal and regulatory requirements, with ongoing monitoring of governance practices [116]. - The company has a policy for the automatic renewal of director appointments, with a minimum notice period for termination of three months for executive directors [115]. - The board is tasked with evaluating the nature and extent of risks the company can take to achieve its strategic objectives [124]. - The company will continue to engage external professional consultants to enhance its internal control systems as business operations grow in scale and complexity [126]. Shareholder Relations and Communication - The company has adopted a shareholder communication policy to ensure timely and fair access to information for shareholders [140]. - The group has established procedures for shareholders to request special general meetings, requiring at least 10% of the paid-up capital [133]. - The board is responsible for ensuring that shareholders can exercise their rights and participate actively in company affairs [140]. - The group has a commitment to enhancing investor relations and welcomes feedback from investors and stakeholders [140]. - The board of directors has the discretion to declare dividends based on the group's actual and expected business performance, among other factors [141]. - The annual general meeting for 2024 is scheduled for August 2, 2024, at 11:00 AM [181]. Supplier and Procurement - The group's top five suppliers accounted for approximately 62.4% of total procurement for the year ending March 31, 2024, compared to 61.9% in 2023 [149]. - The largest supplier represented about 44.4% of total procurement for the year ending March 31, 2024, down from 47.3% in 2023 [149]. - The total amount of food purchased from Fresh Run for the year ending March 31, 2024, was HKD 35,767,000, a decrease from HKD 40,709,000 in 2023 [176]. - The independent non-executive directors confirmed that the ongoing related party transactions were conducted in the normal course of business and on normal commercial terms [179]. - The company has complied with the GEM Listing Rules regarding the disclosure of related party transactions [180]. Social Responsibility and Sustainability - The company has implemented various green measures to promote environmental and social sustainability [185]. - The group made charitable donations totaling HKD 36,000 for the year ending March 31, 2024, unchanged from 2023 [156]. - There were no significant disputes with suppliers, customers, or other stakeholders during the review year [187].
MS CONCEPT(08447) - 2024 - 年度业绩
2024-06-21 14:09
Financial Performance - For the fiscal year ending March 31, 2024, the company's revenue was approximately HKD 225.7 million, a decrease of about HKD 24.7 million or 9.9% compared to HKD 250.4 million for the previous year[22]. - The cost of goods sold was approximately HKD 80.2 million, a decrease of about HKD 9.2 million or 10.3% from HKD 89.4 million in the previous year[23]. - Gross profit for the year was approximately HKD 145.5 million, down by about HKD 15.5 million or 9.6% from HKD 161.0 million in the previous year[26]. - Other income and gains decreased significantly from approximately HKD 8.3 million to about HKD 0.4 million, primarily due to the absence of government subsidies received in the previous year[27]. - The group recorded a loss of approximately HKD 18.6 million for the year ending March 31, 2024, compared to a profit of about HKD 4.0 million for the year ending March 31, 2023[40]. - As of March 31, 2024, the group's cash and cash equivalents were approximately HKD 29.1 million, down from HKD 44.9 million in the previous year[46]. - The current ratio decreased to 0.8 as of March 31, 2024, from 1.0 in the previous year, indicating a decline in short-term financial health[41]. - The total distributable reserves of the company as of March 31, 2024, were approximately zero HKD, compared to 0.6 million HKD in 2023[170]. Operational Developments - The company reported a significant increase in outbound passenger flow, with the number of people leaving Hong Kong increasing approximately sixfold year-on-year[11]. - The company opened a new buffet restaurant named "柏麗廳" in February 2024, aiming to enhance its market share and provide a new dining experience at affordable luxury prices[12]. - The management is focused on expanding the restaurant network in Hong Kong despite challenges posed by cross-border consumption trends[13]. - The group has utilized approximately HKD 3.3 million for renovations of existing restaurants as of March 31, 2024[57]. - The group made charitable donations totaling 36,000 HKD for the year ended March 31, 2024, unchanged from 2023[163]. Cost Management - Employee costs decreased by approximately HKD 2.8 million or 3.7% to about HKD 72.7 million from HKD 75.5 million in the previous year[28]. - Depreciation expenses decreased to approximately HKD 37.1 million from HKD 41.1 million, mainly due to the opening of new restaurants offsetting the impact of closures[29]. - Rental and related expenses decreased by about HKD 1.0 million or 6.6% to approximately HKD 14.2 million from HKD 15.2 million in the previous year[32]. - Fuel and utility expenses increased slightly by about HKD 0.1 million or 1.6% to approximately HKD 6.4 million due to rising electricity costs[33]. - Administrative expenses decreased by approximately HKD 0.9 million or 4.1% to about HKD 20.8 million from HKD 21.7 million in the previous year, mainly due to reduced credit card fees[34]. - Financing costs decreased by approximately HKD 1.4 million or 32.6% to about HKD 2.9 million for the year ending March 31, 2024, primarily due to reduced interest on lease liabilities and full repayment of bank loans[35]. Corporate Governance - The board of directors emphasizes the importance of good corporate governance to enhance shareholder value[76]. - The company has adopted all applicable provisions of the corporate governance code as of March 31, 2024, except for one provision[78]. - The board has authorized executive directors and senior management to manage daily operations and business management[80]. - The company has a clear policy for directors' securities trading, ensuring compliance with the GEM Listing Rules[79]. - The group is committed to effective accountability through internal controls and risk management procedures[76]. - The executive team is responsible for overall management and strategic planning of the group[67]. - The company has a share option plan in place to reward contributions from various stakeholders, including employees and consultants[64]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[83]. - All independent non-executive directors confirmed their independence according to GEM listing rules, ensuring compliance with regulations[87]. - The company has a gender diversity policy, with female employees making up 38.3% of the workforce as of March 31, 2024[96]. - The board held four regular meetings annually, with all directors attending 100% of the meetings[92]. - The company emphasizes continuous professional development for directors, with all participating in training related to their roles[90]. - The board has established a diversity policy to ensure a balanced representation of skills and experiences[96]. - The company has implemented appropriate internal controls and risk management measures as part of its governance practices[86]. - The board is responsible for overseeing the company's business affairs and overall performance, ensuring adequate financial and human resources[82]. - The company has received insurance arrangements for legal actions against directors' responsibilities[89]. - The board's composition includes a mix of executive and independent non-executive directors to facilitate independent judgment[83]. - The company has established four board committees: Audit Committee, Nomination Committee, Remuneration Committee, and Executive Committee to oversee various aspects of its operations[98]. Audit and Compliance - The Audit Committee held five meetings during the year to consider and approve audit-related matters and the draft of the audited consolidated financial statements for the year[102]. - The Audit Committee reviewed the consolidated financial statements for the year ended June 30, 2023, and found them compliant with applicable accounting standards and GEM listing rules[103]. - The Nomination Committee held one meeting during the year to review the board's structure, composition, and the independence of non-executive directors[107]. - The Remuneration Committee is composed of independent non-executive directors and is responsible for reviewing and approving the remuneration packages of directors[113]. - The remuneration committee reviewed and approved the compensation proposals for the management team, ensuring alignment with the company's corporate policies and objectives[115]. - The total remuneration paid to the independent auditor for the year amounted to HKD 523,000, which includes HKD 498,000 for audit services and HKD 25,000 for non-audit services[127]. - The company has established risk management and internal control policies, with the board responsible for monitoring their effectiveness at least annually[129]. - The board has appointed executive directors under service agreements effective from March 23, 2024, for an initial term of three years, automatically renewable unless terminated with three months' notice[119]. - The company has implemented a formal and transparent process for determining the remuneration policy for all directors and senior management[115]. - The independent non-executive directors participated in the remuneration committee meetings, ensuring no conflicts of interest in determining their own remuneration[118]. - The company has adopted various internal guidelines and written policies to monitor and mitigate risks associated with its business operations[129]. - The remuneration committee held one meeting during the year to review and make recommendations regarding the compensation of directors and senior management[117]. - The company is committed to compliance with legal and regulatory requirements, regularly reviewing its governance policies and practices[120]. - The board is responsible for appointing and re-electing directors, with at least one-third of the directors required to retire and seek re-election at each annual general meeting[122]. - The independent internal control consultant concluded that there are no significant deficiencies in the internal control system of the group[132]. - The board has engaged an independent internal control consultant to assess the effectiveness of the group's risk management and internal control systems, with no major deficiencies found[132]. - The company will continue to hire external professional consultants to strengthen its internal control systems in line with future business development[132]. Shareholder Relations - The company has implemented a shareholder communication policy to ensure timely and fair access to information for shareholders[147]. - The company has established procedures for shareholders to request special general meetings, requiring at least 10% of the voting rights to initiate[139]. - The company has adopted a dividend policy that allows the board to decide on dividend declarations based on various factors, including business performance and operational needs[148]. - The company has implemented a shareholder communication policy to ensure timely and fair access to information for shareholders[147]. - The company will continue to review its dividend policy and reserves the right to amend it at any time[148]. - The company did not recommend the payment of a final dividend for the year ended March 31, 2024, consistent with the previous year[160]. Supplier and Procurement - The group reported a total procurement amount from its five largest suppliers accounting for approximately 62.4% of total procurement for the year ended March 31, 2024, compared to 61.9% in 2023[156]. - The largest supplier accounted for about 44.4% of total procurement for the year ended March 31, 2024, down from 47.3% in 2023[156]. - The Group will purchase fresh and frozen meat, seafood, and other food items from Fresh Transport under a total supply agreement for three financial years ending March 31, 2026, with a total purchase amount of HKD 35,767,000 for the year ending March 31, 2024, compared to HKD 40,709,000 in 2023[183]. - The total supply agreement constitutes a continuing connected transaction under GEM Listing Rules due to the significant interests held by the controlling shareholders in Fresh Transport[183]. - Independent non-executive directors have reviewed the continuing connected transactions and confirmed that they are conducted in the ordinary course of business and on normal commercial terms[186]. - The Group has complied with the disclosure requirements of the GEM Listing Rules regarding connected transactions[187]. - There are no significant disputes with suppliers, customers, or other stakeholders during the review year, indicating stable relationships[194]. - The Group has adhered to relevant laws and regulations that could significantly impact its business and operations during the review year[193]. Environmental and Social Responsibility - The Group is committed to promoting environmental and social sustainability and has implemented various green measures[192]. - The Group has received confirmations from directors regarding compliance with non-competition agreements, ensuring no direct or indirect competition with the Group's business[197]. - The Group's independent auditors have confirmed that all related party transactions comply with GEM Listing Rules disclosure requirements[187]. Upcoming Events - The annual general meeting will be held on August 2, 2024, at 11:00 AM, at Cyberport 3, Hong Kong[188].
MS CONCEPT(08447) - 2024 - 中期财报
2023-11-13 08:30
Financial Performance - Revenue for the six months ended September 30, 2023, was approximately HKD 114.2 million, a decrease of about HKD 6.6 million or 5.5% compared to HKD 120.8 million for the same period in 2022[6] - The company recorded a net loss of approximately HKD 1.3 million, compared to a net profit of approximately HKD 5.7 million for the same period in 2022[6] - Gross profit for the six months was approximately HKD 73.8 million, down from HKD 75.6 million in the prior year, reflecting a decrease of about 2.4%[7] - Total revenue from restaurant operations for the six months ended September 30, 2023, was HKD 114,210,000, down 5.3% from HKD 120,785,000 in the same period of 2022[24] - The company reported a basic and diluted loss per share of HKD 0.13 for the six months ended September 30, 2023, compared to earnings of HKD 0.57 per share for the same period in 2022[7] - The company recorded a total comprehensive loss of HKD 1,282,000 for the six months ended September 30, 2023, compared to a total comprehensive income of HKD 5,713,000 for the same period in 2022[11] - The pre-tax profit for the three months ended September 30, 2023, was 421,000 HKD, a decrease of 74.7% compared to 1,660,000 HKD in the same period of 2022[31] Assets and Liabilities - Total assets as of September 30, 2023, were approximately HKD 117.2 million, compared to HKD 133.5 million as of March 31, 2023[8] - Current liabilities decreased to approximately HKD 50.4 million from HKD 57.8 million as of March 31, 2023[9] - Non-current assets decreased to approximately HKD 58.3 million from HKD 77.7 million as of March 31, 2023[8] - The company’s net asset value as of September 30, 2023, was approximately HKD 45.4 million, down from HKD 46.7 million as of March 31, 2023[9] Cash Flow - For the six months ended September 30, 2023, the company reported a net cash inflow from operating activities of HKD 20,768,000, a decrease of 51.5% compared to HKD 42,654,000 for the same period in 2022[13] - Cash and cash equivalents at the end of the period were HKD 45,082,000, a decrease from HKD 47,280,000 at the end of the same period in 2022[13] - The company’s cash inflow from financing activities was HKD (20,452,000) for the six months ended September 30, 2023, compared to HKD (19,444,000) in the same period of 2022[13] Expenses - The cost of goods sold for the six months ended September 30, 2023, was 40,423,000 HKD, down 10.4% from 45,147,000 HKD in the same period of 2022[28] - Employee benefits expenses for the three months ended September 30, 2023, totaled 17,115,000 HKD, a slight decrease of 1.9% from 17,450,000 HKD in the same period of 2022[28] - Employee costs increased by 17.5% to approximately HKD 34.9 million, influenced by the operational impact of new restaurant openings and the absence of prior government subsidies[53] - Rental and related expenses decreased by 9.1% to approximately HKD 7.0 million, attributed to the closure of certain restaurants[56] - Fuel and utility expenses rose by 6.7% to approximately HKD 3.2 million, primarily due to increased electricity costs[57] Dividends and Shareholder Information - The board of directors decided not to declare an interim dividend for this period, consistent with the previous year[6] - The company does not plan to declare an interim dividend for the six months ended September 30, 2023[78] - As of September 30, 2023, the company has 750,000,000 shares held by major shareholders, representing 75% of the total issued shares of 1,000,000,000[82] - The beneficial ownership of Future More, a controlled corporation, is 750,000,000 shares, equating to 75% ownership[83] - The company’s directors and key executives have disclosed their interests in shares, with Mr. Kwan and Ms. Kwan each holding 750,000,000 shares, representing 75%[81] Corporate Governance - The company has adopted and complied with all applicable provisions of the corporate governance code, except for provision C.2.1, which states that the roles of the chairman and CEO should be separate[89] - The chairman and CEO, Mr. Kwong, has been managing the group since the year 2000, and the board believes that his dual role is in the best interest of the group[90] - The company has maintained the public float required by the GEM listing rules as of the report date[91] - The audit committee, composed of independent non-executive directors, has reviewed the unaudited condensed consolidated results for the six months ended September 30, 2023, and believes they are prepared in accordance with applicable accounting standards[96] Operational Outlook - The company plans to continue opening more restaurants in suitable areas despite a conservative outlook on business development due to slower-than-expected economic recovery[46] - The company has adopted a cautious approach towards the restaurant industry, influenced by consumer confidence and overall business environment[46] - As of the report date, the company operates 11 restaurants offering various cuisines, including two under the "Mr. Steak" brand[46] Employment and Compensation - The company employs approximately 189 employees as of September 30, 2023, down from 209 employees on March 31, 2023[85] - The company has established an attractive compensation package for employees, including competitive salaries and internal promotion opportunities[85] - The company’s board of directors is responsible for reviewing and approving director remuneration based on comparable companies and relevant factors[85] Other Information - The company has not disclosed any competitive businesses or conflicts of interest involving its directors or major shareholders as of September 30, 2023[88] - The company has no significant foreign exchange risk as most transactions are denominated in HKD[75] - The company has not granted any stock options under the stock option plan since its adoption, resulting in zero options exercised or canceled as of September 30, 2023[86] - The stock option plan has a total of 100,000,000 options available for grant as of both April 1, 2023, and September 30, 2023, with no options granted since the plan's adoption[86] - No significant events affecting the group have occurred from September 30, 2023, to the report date[97]
MS CONCEPT(08447) - 2024 - 中期业绩
2023-11-10 13:18
香港交易及結算所有限公司及香港聯合交易所有限公司(「聯交所」)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,概不就因本 公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 MS CONCEPT LIMITED (於開曼群島註冊成立的有限公司) (股份代號:8447) 截至二零二三年九月三十日止六個月 的中期業績公告 MS Concept Limited(「本公司」)之董事(「董事」)會(「董事會」)宣佈本公司及其附 屬公司截至二零二三年九月三十日止六個月的未經審核業績。 本公告列載本公司二零二三╱二零二四年度中期報告全文,符合聯交所GEM證券 上市規則(「GEM上市規則」)中有關中期業績初步公告附載資料的相關要求。載 有GEM上市規則規定資料的本公司二零二三╱二零二四年度中期報告的印刷版本, 將於適當時候以GEM上市規則所規定方式寄發予本公司股東。 承董事會命 MS Concept Limited 主席兼執行董事 鄺大華 香港,二零二三年十一月十日 於本公告日期,執行董事為鄺大華先生(主席兼行政總裁)、鄺文蕊女士(副主席) 及林安輝先生;以及獨立非執行董事為 ...
MS CONCEPT(08447) - 2024 Q1 - 季度财报
2023-08-14 08:36
Financial Performance - Revenue for the three months ended June 30, 2023, was approximately HKD 56.9 million, an increase of about HKD 2.3 million or 4.2% compared to HKD 54.6 million for the same period in 2022[6] - The company recorded a net loss of approximately HKD 1.7 million, compared to a net profit of approximately HKD 4.1 million for the same period in 2022[6] - Gross profit for the three months ended June 30, 2023, was HKD 36.5 million, compared to HKD 34.5 million for the same period in 2022[7] - The company reported a loss attributable to owners of the company of HKD 1.7 million for the three months ended June 30, 2023, compared to a profit of HKD 4.1 million in the same period last year[19] - Basic and diluted loss per share for the period was HKD 0.17, compared to earnings of HKD 0.41 per share in the same period last year[7] - Overall gross margin increased from approximately 63.2% for the three months ended June 30, 2022, to approximately 64.1% for the same period in 2023, primarily due to menu price increases to offset rising food costs[26] Expenses and Costs - Employee costs increased to HKD 17.8 million from HKD 12.2 million year-on-year[7] - Cost of goods sold for the same period was approximately HKD 20.4 million, up 1.45% from HKD 20.1 million year-on-year[24] - Other income and gains decreased from approximately HKD 1.7 million for the three months ended June 30, 2022, to approximately HKD 24,000 for the same period in 2023, mainly due to a reduction in government subsidies[27] - Administrative expenses increased by approximately HKD 0.3 million or 6.4% from approximately HKD 4.7 million for the three months ended June 30, 2022, to approximately HKD 5.0 million for the same period in 2023[34] - Fuel and utility expenses increased from approximately HKD 1.3 million for the three months ended June 30, 2022, to approximately HKD 1.6 million for the same period in 2023[32] - Financing costs decreased from approximately HKD 1.0 million for the three months ended June 30, 2022, to approximately HKD 0.8 million for the same period in 2023[35] Dividends and Equity - The board of directors decided not to declare any dividends for the period[6] - The company did not declare any dividends for the three months ended June 30, 2023[19] - The total equity as of June 30, 2023, decreased to HKD 45.0 million from HKD 46.7 million as of April 1, 2023[8] Business Operations - The company continues to focus on providing dining services in Hong Kong[11] - The company plans to continue opening more restaurants in suitable areas and focus on providing diverse cuisine to enhance customer experience[20] - The company operates 11 restaurants in Hong Kong, offering various cuisines including Western and Japanese dishes[21] - The increase in revenue was attributed to a rise in customer numbers post-COVID-19 and the opening of a new restaurant under the "犇殿(TY)" brand in July 2022[23] - The company experienced some offsetting effects from the closure of two restaurants, "Marbling" and "葵芳MS," in January and May 2023, respectively[23] Corporate Governance - The board of directors confirmed compliance with the trading standards and the code of conduct for securities trading as of June 30, 2023[58] - The company has adopted and complied with all applicable corporate governance code provisions, except for the separation of roles between Chairman and CEO[59] - The audit committee has reviewed the unaudited consolidated financial statements for the three months ended June 30, 2023, and believes they are prepared in accordance with applicable accounting standards and GEM listing rules[63] Shareholding Structure - As of June 30, 2023, Future More holds 750,000,000 shares, representing 75% of the total issued shares of 1,000,000,000[50] - Mr. Kwan, Ms. Yip, Ms. Kwan, Mr. Kwan, and Ms. Kwan collectively own 75% of Future More's shares under a concert party agreement[51] - Mr. Kwan holds a 14% stake, Ms. Yip holds 18%, and both Ms. Kwan and Mr. Kwan hold 25% each in Future More[50] - No stock options have been granted under the stock option plan since its adoption on March 23, 2018[53] Significant Events - There were no significant acquisitions or disposals during the three months ended June 30, 2023[40] - No significant events affecting the group have occurred from June 30, 2023, to the report date[64] - The report is presented by the Chairman and Executive Director, Mr. Kwan Tai Wah, on August 10, 2023[65]
MS CONCEPT(08447) - 2024 Q1 - 季度业绩
2023-08-10 12:01
香港交易及結算所有限公司及香港聯合交易所有限公司(「聯交所」)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,概不就因本 公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 MS CONCEPT LIMITED (於開曼群島註冊成立的有限公司) (股份代號:8447) 截至二零二三年六月三十日止三個月的 第一季度業績公告 MS Concept Limited(「本公司」)董事(「董事」)會(「董事會」)宣佈本公司及其附屬 公司截至二零二三年六月三十日止三個月的未經審核業績。 本公告列載本公司二零二三╱二零二四年度第一季度報告全文,符合聯交所GEM 證券上市規則(「GEM上市規則」)中有關季度業績初步公告附載資料的相關要求。 載有GEM上市規則規定資料的本公司二三╱二零二四年度第一季度報告的印刷版 本,將於適當時候以GEM上市規則所規定方式寄發予本公司股東。 承董事會命 MS Concept Limited 主席兼執行董事 鄺大華 香港,二零二三年八月十日 於本公告日期,執行董事為鄺大華先生(主席兼行政總裁)、鄺文蕊女士(副主席) 及林安輝先生;以及獨立非執行董 ...
MS CONCEPT(08447) - 2023 - 年度财报
2023-06-28 08:35
Financial Performance - For the fiscal year ending March 31, 2023, the company reported a revenue of approximately HKD 250.4 million, an increase of about 23.5% compared to HKD 202.8 million in the previous year[8]. - The company achieved a net profit of HKD 4.0 million for the year, a significant recovery from a net loss of HKD 4.9 million in the prior year[8]. - The group recorded a revenue of approximately HKD 250.4 million for the year ended March 31, 2023, an increase of about 23.5% compared to approximately HKD 202.8 million for the previous year[18]. - The cost of goods sold was approximately HKD 89.4 million, representing an increase of about 19.7% from approximately HKD 74.7 million in the previous year[19]. - Gross profit for the year was approximately HKD 161.0 million, up about 25.7% from approximately HKD 128.1 million in the previous year, with a gross margin increase from 63.2% to 64.3%[22]. - Employee costs rose by approximately 18.5% to about HKD 75.5 million, compared to approximately HKD 63.7 million in the previous year[24]. - Rental and related expenses increased by approximately 15.2% to about HKD 15.2 million, up from approximately HKD 13.2 million in the previous year[28]. - Financing costs increased by approximately 43.3% to about HKD 4.3 million, compared to approximately HKD 3.0 million in the previous year[31]. - Other income and gains remained stable at approximately HKD 8.3 million, down slightly from HKD 8.5 million in the previous year[23]. - As of March 31, 2023, the total equity attributable to the owners of the company was approximately HKD 46.7 million, an increase from HKD 42.7 million in 2022[42]. - The cash and cash equivalents as of March 31, 2023, were approximately HKD 44.9 million, compared to HKD 28.8 million in 2022, indicating a significant increase in liquidity[42]. - Operating cash inflow for the year ended March 31, 2023, was approximately HKD 62.9 million, up from HKD 26.9 million in 2022, reflecting improved operational efficiency[42]. - Total bank borrowings as of March 31, 2023, were approximately HKD 3.3 million, a decrease from HKD 7.3 million in 2022, indicating reduced leverage[42]. - The net proceeds from the share issuance amounted to approximately HKD 39.6 million, with HKD 36.3 million already utilized by March 31, 2023[52]. - The total distributable reserves of the company as of March 31, 2023, were approximately HKD 0.6 million, down from HKD 3.4 million in 2022[165]. Business Strategy and Operations - The company plans to continue expanding its restaurant locations in suitable areas, focusing on providing diverse cuisine to enhance customer experience[9]. - The company successfully renewed leases for its "Mr. Steak" and "Hana" brand restaurants while terminating the lease for the "Marbling" brand restaurant in Causeway Bay, aiming to optimize resource allocation[8]. - The company experienced a positive impact on business performance in the fourth quarter following the lifting of COVID-19 restrictions, leading to improved customer traffic[9]. - The company anticipates a favorable business environment due to the resumption of travel and cross-border activities, which is expected to positively influence the Hong Kong economy[9]. - The company opened a new restaurant under the "犇殿" brand in Tsing Yi in July 2022, contributing to an increase in customer visits across its restaurant portfolio[13]. - The increase in revenue was primarily driven by improved customer traffic and higher per capita spending at MS (Buffet) restaurants[18]. - The number of restaurants operated by the group remained stable at 12 as of March 31, 2023[17]. - The company is optimistic about the future of its restaurant business, particularly with the anticipated improvement in consumer sentiment due to the second phase of the consumption voucher program launched in July 2023[9]. Corporate Governance - The company is committed to good corporate governance practices to enhance shareholder value[72]. - The board of directors is responsible for overseeing the management and overall performance of the group[78]. - The company has adopted the GEM Listing Rules and has complied with all applicable code provisions, except for one[74]. - The executive directors are authorized to manage daily operations and report regularly to the board[76]. - The company has a strong management team with over 30 years of experience in the restaurant industry[65]. - The board has established committees to monitor operational and financial performance[78]. - The company emphasizes the importance of internal controls and risk management[78]. - The independent non-executive directors bring diverse expertise to the board, enhancing governance[67]. - The company has a clear strategy for business planning and capital expenditure decisions[78]. - The management team is responsible for executing the business plans and strategies adopted by the board[78]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[79]. - The company has three independent non-executive directors, meeting the GEM listing rules that require at least one-third of the board to be independent[83]. - The company aims to maintain gender diversity, with 38.3% of the employee team being female as of March 31, 2023[92]. - The chairman and CEO roles are held by the same individual, Mr. Kwan, which the board believes is in the best interest of the company due to his long-term management experience[93]. - The audit committee is composed entirely of independent non-executive directors, ensuring compliance with corporate governance standards[95]. - The company conducts regular training for all directors to enhance their knowledge and skills related to their duties[86]. - The board plans to hold four regular meetings annually, with a minimum of 14 days' notice provided to directors[88]. - The company has established four board committees to oversee specific areas of its operations[94]. - The independent non-executive directors provide a wide range of business and financial expertise, contributing to the company's governance[83]. - The company has received independent confirmation of the independence of all independent non-executive directors for the year[83]. - The audit committee held five meetings during the year to review and approve the group's audited consolidated financial statements for the year and the unaudited consolidated financial statements for the three months, six months, and nine months ending June 30, September 30, and December 31, 2022[98]. - The audit committee reviewed the consolidated financial statements on June 13, 2023, and deemed them compliant with applicable accounting standards and GEM listing rules, ensuring adequate disclosure[99]. - The nomination committee held one meeting during the year to review the board's structure, size, and composition, and to assess the independence of independent non-executive directors[103]. - The nomination committee proposed recommendations for the reappointment of retiring directors at the upcoming annual general meeting[103]. - The remuneration committee reviewed and approved management's compensation proposals and made recommendations regarding the remuneration of individual executive directors and senior management[111]. - The remuneration committee held one meeting during the year to discuss various compensation-related matters and made recommendations to the board for consideration[113]. - The company is committed to ensuring that the audit process is effective and that the external auditor remains independent and objective[100]. - The nomination committee is responsible for identifying suitable candidates for board positions and ensuring diversity in terms of gender, age, and professional experience[106]. - The remuneration committee is tasked with establishing transparent procedures for setting compensation policies and structures for all directors and senior management[111]. - The company adheres to GEM listing rules regarding the composition and independence of its audit and remuneration committees[99]. - The remuneration details for directors are included in the annual report, with two senior management members earning between 0 to HKD 1,000,000[121]. - The independent auditor, Guo Wei, was paid a total of HKD 530,000 for audit and non-audit services, with HKD 503,000 for the annual audit and HKD 27,000 for non-audit services[124]. - The company has established risk management and internal control policies, with an independent internal control consultant confirming no significant deficiencies in the internal control system[129]. - The board is responsible for monitoring the effectiveness of the company's risk management and internal control systems, reviewing them at least annually[126]. - The company has a policy for disclosing inside information in compliance with the GEM Listing Rules and the Securities and Futures Ordinance[130]. - The board of directors is required to rotate and seek re-election at least every three years, with at least one-third of the directors retiring at each annual general meeting[119]. - The company has appointed independent non-executive directors with a term of three years starting from March 23, 2021[116]. - The company has implemented a code of conduct and compliance guidelines applicable to employees and directors[117]. - The board has the authority to appoint any person as a director to fill temporary vacancies or to increase the number of directors, subject to shareholder approval[120]. - The company will continue to engage external professional consultants to review its internal control systems as its business develops[129]. Shareholder Relations - The company acknowledges the support of shareholders, business partners, and employees during the challenging pandemic period[10]. - The company emphasizes effective communication with shareholders through various channels, including financial reports and announcements[144]. - Shareholders can request a special general meeting if they hold at least 10% of the paid-up capital with voting rights[136]. - The board must convene a special general meeting within two months of receiving a valid request from shareholders[140]. - The company has reviewed and considers the effectiveness of its shareholder communication policy[144]. - The company has adopted a dividend policy effective January 1, 2019, which is subject to the board's discretion[145]. - The company will continue to review its dividend policy and reserves the right to amend it at any time[145]. - No dividends were declared or proposed for the year ended March 31, 2023, consistent with the previous year[59]. - The company did not recommend a final dividend for the year ending March 31, 2023, consistent with the previous year[155]. - The annual general meeting for 2023 is scheduled for July 28, 2023, at 11:00 AM, to discuss shareholder matters[188]. Supplier and Procurement - The top five suppliers accounted for approximately 61.9% of the total procurement amount for the year ending March 31, 2023, compared to 60.1% in 2022[153]. - The largest supplier represented about 47.3% of the total procurement amount for the year ending March 31, 2023, unchanged from 2022[153]. - The total amount of food purchased from the related party, Fresh Run, for the fiscal year ending March 31, 2023, was HKD 40,709,000, an increase from HKD 35,251,000 in 2022, representing a growth of approximately 13.9%[181]. - The independent non-executive directors confirmed that the transactions under the total supply agreement were conducted in the ordinary course of business and on normal commercial terms, ensuring fairness and compliance with shareholder interests[184]. - The company has adhered to the GEM Listing Rules regarding the disclosure and annual review of continuing connected transactions, confirming compliance with relevant guidelines[181]. - The company has maintained good relationships with suppliers, customers, and other stakeholders, with no significant disputes reported during the review period[192]. - The independent auditor has confirmed that there were no issues that would lead them to believe the continuing connected transactions were not approved by the board[185]. Social Responsibility and Sustainability - The company is committed to promoting environmental and social sustainability, implementing various green measures in its operations[190]. - The total amount of charitable donations made by the company for the year ending March 31, 2023, was HKD 36,000, the same as in 2022[160]. - The company has complied with all relevant laws and regulations that could significantly impact its business and operations during the review year[191]. - There were no known conflicts of interest or competitive businesses involving directors or controlling shareholders during the fiscal year ending March 31, 2023[195].