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].

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。 MS CONCEPT LIMITED （於開曼群島註冊成立的有限公司） （股份代號：8447） 截至二零二三年三月三十一日止年度的 全年業績公告 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三月三十一日止年度的經審核全年業績。 本公告列載本公司二零二二╱二零二三年度全年業績報告（「年報」）全文，符合聯 交所GEM證券上市規則（「GEM上市規則」）中有關全年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年報的印刷版本，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，二零二三年六月十三日 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黎明輝先生、鄭利龍 ...

第 三 季 度 報 告 ( 於開曼群島註冊成立的有限公司 ) 股份代號: 8447 鄺大華先生 （主席及行政總裁） 鄺文蕊女士 （副主席） 林安輝先生 THIRD QUARTERLY REPORT 香港聯合交易所有限公司GEM（分別為「聯交所」及「GEM」）的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起 其他在聯交所上市的公司帶有較高投資風險。有意投資的人士應了解 投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決 定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯 交所主板買賣的證券承受較大的市場波動風險，同時無法保證在GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不就因本報告全 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。 本報告的資料乃遵照GEM證券上市規則（「GEM上市規則」）而刊載，旨 在提供有關MS Concept Limited（「本公司」）的資料。本公司的董事（「董 事」）願就本報告的資料共同及個別地承擔全部責任 ...

Financial Performance - Revenue for the six months ended September 30, 2022, was approximately HKD 120.8 million, a decrease of about HKD 0.6 million or 0.5% compared to HKD 121.4 million for the same period in 2021[6] - Net profit for the same period was approximately HKD 5.7 million, an increase of about HKD 2.1 million or 58.3% compared to HKD 3.6 million for the six months ended September 30, 2021[6] - Basic and diluted earnings per share for the six months ended September 30, 2022, were HKD 0.57, compared to HKD 0.36 for the same period in 2021[8] - The company reported a gross profit of HKD 75.6 million for the six months ended September 30, 2022, down from HKD 78.3 million for the same period in 2021[8] - For the six months ended September 30, 2022, the company reported a total comprehensive income of HKD 5,713,000, an increase from HKD 3,559,000 for the same period in 2021, representing a growth of approximately 60.5%[12] - For the six months ended September 30, 2022, the pre-tax profit was 5,713,000 HKD, an increase of 60% compared to 3,559,000 HKD in the same period of 2021[30] Assets and Liabilities - Total assets less current liabilities as of September 30, 2022, amounted to HKD 89.4 million, an increase from HKD 70.7 million as of March 31, 2022[9] - Non-current assets increased to HKD 97.2 million as of September 30, 2022, from HKD 77.1 million as of March 31, 2022[9] - Current liabilities increased to HKD 68.3 million as of September 30, 2022, compared to HKD 45.8 million as of March 31, 2022[9] - Trade receivables as of September 30, 2022, totaled 892,000 HKD, significantly up from 205,000 HKD as of March 31, 2022[36] - Trade payables as of September 30, 2022, amounted to 21,016,000 HKD, an increase from 5,564,000 HKD as of March 31, 2022[37] - The bank borrowings as of September 30, 2022, were 5,330,000 HKD, down from 7,333,000 HKD as of March 31, 2022[39] Cash Flow - The net cash generated from operating activities for the six months ended September 30, 2022, was HKD 42,654,000, compared to HKD 37,312,000 in 2021, indicating an increase of about 14.5%[14] - The company reported a net increase in cash and cash equivalents of HKD 18,455,000 for the six months ended September 30, 2022, compared to HKD 10,661,000 in 2021, which is an increase of about 73.5%[14] - Cash and cash equivalents at the end of the period were HKD 47,280,000, down from HKD 57,060,000 at the end of September 2021, indicating a decrease of approximately 17.1%[14] - Cash and cash equivalents were approximately HKD 47.3 million as of September 30, 2022, compared to HKD 28.8 million as of March 31, 2022[72] Expenses - The cost of goods sold for the six months ended September 30, 2022, was HKD 45.1 million, compared to HKD 43.1 million for the same period in 2021[8] - Administrative expenses for the six months ended September 30, 2022, were HKD 10.3 million, slightly decreased from HKD 10.4 million for the same period in 2021[8] - Employee costs decreased by about 10.3% to approximately HKD 29.7 million from HKD 33.1 million, influenced by government subsidies and restaurant closures[57] - Rental and related expenses increased by approximately 13.2% to HKD 7.7 million, attributed to improved consumer sentiment following the relaxation of measures[60] - Fuel and utility expenses rose by about 20.0% to HKD 3.0 million, driven by the opening of new restaurants[61] Dividends and Shareholder Information - The company did not declare an interim dividend for the period, consistent with the previous year[6] - The company does not plan to declare an interim dividend for the six months ended September 30, 2022[81] - As of September 30, 2022, the company has 750,000,000 shares held by Future More, representing 75% of the issued shares[87] - Mr. Kwan and Ms. Kwan each hold 750,000,000 shares in Future More, which is 75% of the total shares, indicating significant control by these individuals[85] - The ownership structure indicates that Mr. Kwan, Ms. Kwan, and their associates are considered concert parties, collectively holding significant shares in Future More[85] Governance and Compliance - The board of directors believes that the dual role of the chairman and CEO held by Mr. Kwan is in the best interest of the company due to his long-standing management experience since the year 2000[94] - The company has complied with all applicable corporate governance code provisions, except for the separation of roles between the chairman and CEO[93] - The company has maintained the public float required by GEM listing rules as of the report date[95] - The company has adopted the mandatory standards for securities trading as per GEM listing rules, and all directors have confirmed compliance during the period[97] Operational Developments - The company opened a new restaurant under the "犇殿" brand in Tsing Yi in July 2022, providing an additional revenue source[48] - The management team will continue to monitor global interest rates and inflation trends, which may impact operational costs in the restaurant industry[48] Miscellaneous - The company has not identified any direct or indirect competition from its directors or major shareholders as of September 30, 2022[91] - The company has not disclosed any interests or positions that would conflict with its business operations as of September 30, 2022[91] - There have been no significant events affecting the group since September 30, 2022, up to the report date[101]

Financial Performance - Revenue for the three months ended June 30, 2022, was approximately HKD 54.6 million, a decrease of about HKD 1.6 million or 2.8% compared to HKD 56.2 million for the same period in 2021[9] - Net profit for the same period was approximately HKD 4.1 million, an increase of about HKD 3.4 million compared to HKD 0.7 million for the three months ended June 30, 2021[9] - Gross profit for the three months ended June 30, 2022, was approximately HKD 34.5 million, down from HKD 36.3 million in the previous year[10] - Basic and diluted earnings per share for the period were HKD 0.41, compared to HKD 0.07 for the same period in 2021[10] - Total comprehensive income for the period attributable to owners of the company was HKD 4.1 million, compared to HKD 0.7 million in the previous year[10] - Profit attributable to owners of the company for the three months ended June 30, 2022, was HKD 4.1 million, compared to HKD 0.7 million in 2021[23] - Profit for the period increased by approximately HKD 3.4 million from approximately HKD 0.7 million to approximately HKD 4.1 million[43] Dividends and Equity - The board of directors decided not to declare any dividends for the period[8] - The company did not declare any dividends for the three months ended June 30, 2022[24] - The company’s total equity as of June 30, 2022, was approximately HKD 46.5 million, an increase from HKD 42.5 million as of April 1, 2022[11] Costs and Expenses - Employee costs for the period were approximately HKD 12.2 million, down from HKD 16.0 million in the previous year[10] - Cost of goods sold for the same period was approximately HKD 20.1 million, an increase of about 1.5% from HKD 19.8 million in 2021[30] - Overall gross margin decreased from approximately 64.6% in 2021 to about 63.2% in 2022[32] - Employee costs decreased by approximately HKD 3.8 million or 23.8% from approximately HKD 16.0 million to approximately HKD 12.2 million, primarily due to government subsidies from the "Employment Support Scheme"[35] - Depreciation decreased by approximately HKD 0.6 million or 6.1% from approximately HKD 9.9 million to approximately HKD 9.3 million, mainly due to the opening of a new restaurant and the closure of another[36] - Rental and related expenses increased from approximately HKD 3.1 million to approximately HKD 3.7 million, driven by improved consumer sentiment and the launch of a consumption voucher scheme[37] - Administrative expenses decreased by approximately HKD 0.3 million or 6.0% from approximately HKD 5.0 million to approximately HKD 4.7 million, mainly due to reduced bank fees from lower revenue[40] - Financing costs increased by approximately HKD 0.2 million to approximately HKD 1.0 million, primarily due to increased financing costs from lease liabilities[41] Business Operations - The company continues to focus on providing dining services in Hong Kong, with no specific new product or market expansion strategies mentioned in the report[14] - The company opened a new restaurant under the "犇殿" brand in Tsing Yi in July 2022, providing an additional revenue source[26] - The overall customer count visiting the company's restaurants decreased compared to the same period last year due to COVID-19 restrictions[25] - The government launched a new round of consumption voucher scheme in April 2022, which is expected to positively impact consumer sentiment[26] - The company is monitoring global interest rates and inflation, which may affect operating costs in the restaurant industry[26] Other Income and Gains - The company recorded other income and gains of approximately HKD 1.7 million, compared to HKD 0.4 million in the previous year[10] - Other income increased from approximately HKD 0.4 million to approximately HKD 1.7 million, mainly due to government subsidies under the sixth round of the anti-epidemic fund[33] Compliance and Governance - The audit committee reviewed the unaudited consolidated results for the three months ended June 30, 2022, and found them to be prepared in accordance with applicable accounting standards[69] - The board of directors confirmed compliance with the trading standards and codes of conduct regarding securities transactions as of June 30, 2022[64] Shareholder Information - Future More holds 750,000,000 shares, representing 75% of the issued shares as of June 30, 2022[56] - The ownership percentages of Future More are 14%, 18%, 18%, 25%, and 25% for the respective shareholders as of June 30, 2022[56] - No stock options have been granted under the stock option plan since its adoption, and there are no unexercised stock options as of June 30, 2022[59] Significant Events - No significant acquisitions or disposals were reported during the period[46] - There were no significant events affecting the group from June 30, 2022, to the report date[70]

Financial Performance - The company recorded a revenue of HKD 202.8 million for the fiscal year ending March 31, 2022, representing an increase of approximately 17.5% compared to HKD 172.6 million in the previous year[8]. - The company incurred a net loss of HKD 4.9 million for the fiscal year, a decline from a profit of HKD 3.8 million in the previous year[8]. - For the fiscal year ending March 31, 2022, the company's revenue reached approximately HKD 202.8 million, an increase of about HKD 30.2 million or 17.5% compared to HKD 172.6 million for the previous year[19]. - The cost of goods sold was approximately HKD 74.7 million, an increase of about HKD 10.6 million or 16.5% from HKD 64.1 million in the prior year, primarily due to increased customer numbers[20]. - Gross profit was approximately HKD 128.1 million, up about HKD 19.6 million or 18.1% from HKD 108.5 million the previous year, with a gross margin increase from 62.9% to 63.2%[23]. - Other income and gains decreased from approximately HKD 25.1 million to HKD 8.5 million, primarily due to a reduction in government subsidies from HKD 17.8 million to HKD 4.1 million[24]. - Employee costs rose to approximately HKD 63.7 million, an increase of about HKD 9.1 million or 16.7% from HKD 54.6 million the previous year[25]. - Depreciation expenses increased to approximately HKD 38.2 million, up about HKD 2.1 million from HKD 36.1 million, mainly due to the operations of new restaurants[28]. - Rental and related expenses decreased to approximately HKD 13.2 million, a reduction of about HKD 2.3 million or 14.8% from HKD 15.5 million[29]. - Fuel and utility expenses increased to approximately HKD 4.7 million, an increase of about HKD 1.0 million or 27.0% from HKD 3.7 million[30]. - Financing costs slightly decreased to approximately HKD 3.0 million, down about HKD 0.1 million or 3.2% from HKD 3.1 million[34]. - The company recorded a loss of approximately HKD 4.9 million for the year ended March 31, 2022, compared to a profit of approximately HKD 3.8 million for the year ended March 31, 2021[36]. Business Operations - The customer traffic in the company's restaurants increased due to the Hong Kong government's consumption voucher scheme, which provided HKD 5,000 in vouchers to eligible residents[14]. - The company decided not to renew the lease for the "Mr. Steak" restaurant at Taikoo Shing after the lease expired in September 2021, and opened a new restaurant named "犇殿" in Tsing Yi[9]. - The company has restructured its restaurant locations and brand portfolio to enhance business performance and shareholder value[9]. - The company operates two restaurants under the "犇殿" brand, contributing to the increase in customer visits and revenue growth[14]. - The local COVID-19 cases in Hong Kong have significantly decreased compared to the previous year, positively impacting the business environment[14]. - The company operates a total of 12 restaurants as of March 31, 2022, maintaining the same number as the previous year[18]. Shareholder and Financial Position - As of March 31, 2022, the current ratio was 0.9, down from 1.1 in the previous year, and the quick ratio also decreased to 0.9 from 1.1[37]. - The debt-to-equity ratio improved to 17.2% as of March 31, 2022, compared to 23.0% in the previous year[37]. - The total equity attributable to owners was approximately HKD 42.7 million as of March 31, 2022, down from HKD 47.6 million in the previous year[42]. - Cash and cash equivalents were approximately HKD 28.8 million as of March 31, 2022, compared to HKD 46.4 million in the previous year[42]. - The company generated operating cash inflow of approximately HKD 26.9 million for the year ended March 31, 2022, down from HKD 34.3 million in the previous year[42]. - The company did not declare or propose any dividends for the year ended March 31, 2022[59]. - The board does not recommend the payment of a final dividend for the year ended March 31, 2022, consistent with the previous year[144]. - The group has adopted a dividend policy that requires consideration of various factors, including business performance and future expansion plans[136]. - As of March 31, 2022, the company's distributable reserves amounted to approximately HKD 3.4 million, a decrease from HKD 22.0 million in the previous year[154]. Corporate Governance - The board of directors emphasizes the importance of good corporate governance practices to enhance shareholder value[71]. - The company has adopted all applicable provisions of the corporate governance code as of March 31, 2022, except for one specific provision[73]. - The daily operations and business management have been delegated to the executive directors and senior management, who report regularly to the board[75]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[78]. - All independent non-executive directors have confirmed their independence according to GEM listing rules, ensuring compliance with regulations[82]. - The company has established a board diversity policy to ensure a balanced mix of skills, experience, and perspectives among board members[90]. - The chairman and CEO roles are held by the same individual, which the board believes is in the best interest of the company due to the individual's long-term management experience[91]. - The board meets at least four times a year, with all directors actively participating in meetings and committees[87]. - Directors receive ongoing professional development training to enhance their knowledge and skills relevant to their roles[85]. - The company has implemented appropriate internal controls and risk management measures as part of its governance practices[82]. - The board has delegated various responsibilities to committees to monitor operational and financial performance effectively[78]. - The company has a formal onboarding process for new directors to ensure they understand the business and their responsibilities[85]. - The board is committed to maintaining a balance of executive and independent non-executive directors to ensure effective independent judgment[78]. - 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[96]. - The Audit Committee reviewed the consolidated financial statements on June 24, 2022, and confirmed that they comply with applicable accounting standards and GEM listing rules[97]. - The Nomination Committee held one meeting during the year to review the structure, size, and composition of the Board and assess the independence of independent non-executive directors[101]. - The Remuneration Committee held one meeting during the year to review remuneration-related matters for directors and senior management and made recommendations to the Board[107]. - The company is committed to ensuring the independence of external auditors and has established policies for hiring non-audit services[98]. - The Nomination Committee is responsible for identifying suitable candidates for the Board and assessing their qualifications, including diversity and independence[104]. - The company has a structured process for appointing directors, which includes evaluating candidates based on various criteria such as skills, experience, and independence[104]. - The Audit Committee monitors the integrity of the company's financial statements and reviews significant judgments made in financial reporting[98]. - The company emphasizes the importance of corporate governance and has established various committees to oversee different aspects of its operations[100]. - The Remuneration Committee provides recommendations on the remuneration policy and structure for directors to ensure alignment with company strategy[109]. - The company has established a remuneration policy for its directors and senior management, ensuring transparency in the process of setting compensation[110]. - The total remuneration paid to the independent auditor for audit services was HKD 503,000, while non-audit services amounted to HKD 27,000, totaling HKD 530,000[118]. - The board of directors is responsible for overseeing the company's risk management and internal control systems, with annual reviews conducted to assess their effectiveness[122]. - An independent internal control consultant was appointed to evaluate the group's internal control systems, concluding that there were no significant deficiencies[123]. - The company has implemented a code of conduct and compliance guidelines applicable to employees and directors, ensuring adherence to legal and regulatory requirements[114]. - The board has the authority to appoint new directors to fill temporary vacancies or increase board membership, subject to shareholder approval at the next annual general meeting[115]. - The company has a structured process for disclosing inside information in compliance with the Securities and Futures Ordinance and GEM Listing Rules[125]. - The remuneration for senior management members is categorized, with two individuals earning between HKD 0 to 1,000,000[116]. - The company is committed to enhancing its corporate governance and compliance with applicable laws and regulations through ongoing assessments and potential establishment of an internal audit department[123]. - The board is required to review and approve the remuneration proposals for management based on the company's corporate policies and objectives[110]. Supplier and Customer Relations - The group reported that the total procurement amount from the top five suppliers accounted for approximately 60.1% of the total procurement for the year ended March 31, 2022, compared to 62.6% in the previous year[142]. - The largest supplier accounted for about 47.3% of the total procurement for the year ended March 31, 2022, slightly up from 47.2% in the previous year[142]. - The group has not identified any single customer as a major dependency, as its customer base primarily consists of individual customers[142]. - The group maintains good working relationships with its customers and suppliers, emphasizing the importance of communication to enhance service quality[142]. Corporate Social Responsibility - The company is committed to promoting environmental and social sustainability, adhering to local environmental laws and regulations in Hong Kong[176]. - The group made charitable donations totaling HKD 36,000 for the year ended March 31, 2022, consistent with the previous year[149]. - There were no significant disputes with suppliers, customers, or other stakeholders during the review period[178]. Shareholder Information - The annual general meeting for 2022 is scheduled for August 2, 2022, at 11:00 AM[174]. - The company will suspend share transfer registration from July 27, 2022, to August 2, 2022, to determine the identity of shareholders eligible to attend the annual general meeting[175]. - The independent non-executive directors have confirmed their independence according to GEM listing rules[182]. - Future More holds 750,000,000 shares, representing 75% of the company's issued share capital as of March 31, 2022[191]. - Mr. Kwan, Ms. Kwan, and other family members collectively own 75% of Future More, with individual ownership percentages of 14%, 18%, 18%, 25%, and 25% respectively[192]. - The total number of issued shares as of March 31, 2022, is 1,000,000,000[192]. Stock Options and Share Issuance - The company has a stock option plan that allows the issuance of options to eligible participants based on their contributions to the group's development and growth[195]. - The stock option plan restricts the total number of shares issued under the plan to not exceed 1% of the total issued shares within any 12-month period[198]. - The company is committed to ensuring compliance with GEM listing rules regarding the issuance of stock options and the timing of announcements[197]. - The board of directors is responsible for determining the eligibility of participants for the stock option plan based on their contributions[196]. - The stock option plan was adopted on March 23, 2018, and has been effective since the listing date[194]. - The company has disclosed that there are no other entities or individuals with significant shareholdings that require notification under the Securities and Futures Ordinance as of March 31, 2022[191].

Financial Performance - Revenue for the nine months ended December 31, 2021, reached approximately HKD 184.9 million, an increase of about HKD 51.3 million or 38.4% compared to HKD 133.6 million for the same period in 2020[7] - Net profit for the nine months ended December 31, 2021, was approximately HKD 4.3 million, a decrease of about HKD 1.9 million or 30.6% from HKD 6.2 million for the same period in 2020[7] - Gross profit for the nine months ended December 31, 2021, was approximately HKD 117.4 million, compared to HKD 84.6 million for the same period in 2020, reflecting a significant increase[8] - Total comprehensive income for the nine months ended December 31, 2021, was HKD 4.3 million, compared to HKD 6.2 million for the same period in 2020[8] - Basic and diluted earnings per share for the nine months ended December 31, 2021, were HKD 0.4, down from HKD 0.6 for the same period in 2020[8] - The pre-tax profit for the nine months ended December 31, 2021, was HKD 51,204,000, compared to HKD 28,910,000 for the same period in 2020, reflecting a growth of 77.0%[19] Costs and Expenses - The company reported a cost of goods sold of approximately HKD 67.5 million for the nine months ended December 31, 2021, compared to HKD 49.0 million for the same period in 2020[8] - Employee costs for the nine months ended December 31, 2021, were approximately HKD 51.2 million, an increase from HKD 28.9 million for the same period in 2020[8] - The cost of goods sold for the three months ended December 31, 2021, was HKD 24,406,000, representing an increase of 31.0% from HKD 18,602,000 in the same period of 2020[19] - Depreciation of property, plant, and equipment increased from approximately HKD 25.9 million to HKD 29.0 million, a rise of about HKD 3.1 million, due to the operations of Heilan (TF) and Heilan (OC) starting in August 2020 and August 2021 respectively[39] - Rental and related expenses decreased by approximately HKD 2.1 million or 16.2% from HKD 13.0 million to HKD 10.9 million, primarily due to changes in leasing arrangements and the offset from new operations[41] - Fuel and utility expenses increased by approximately HKD 1.3 million or 50.0% from HKD 2.6 million to HKD 3.9 million, attributed to increased customer numbers and new restaurant operations[42] - Administrative expenses rose by approximately HKD 1.8 million or 13.0% from HKD 13.8 million to HKD 15.6 million, driven by increased sales and customer numbers[43] Dividends and Equity - The board of directors decided not to declare any dividends for the period[8] - The company’s total equity as of December 31, 2021, was approximately HKD 51.9 million, up from HKD 49.9 million as of December 31, 2020[10] - The company will not declare a dividend for the nine months ended December 31, 2021[25] Strategic Initiatives - The company aims to enhance its market presence and explore new strategies for growth in the upcoming quarters[8] - The company plans to open a new restaurant named "犇殿(TY)" in Tsing Yi in the third quarter of 2022[28] - The company is actively seeking suitable locations to accommodate expected operational scale and execute the plans disclosed in the prospectus[60] Tax and Compliance - The group reported a deferred tax expense of HKD (1,064,000) for the nine months ended December 31, 2021, compared to a tax credit of HKD 1,041,000 in the same period of 2020[21] - The company confirmed an estimated tax expense of approximately HKD 1.1 million for the nine months ended December 31, 2021, due to taxable profits generated in Hong Kong[46] - The audit committee, composed entirely of independent non-executive directors, has reviewed the unaudited condensed consolidated results for the nine months ended December 31, 2021, and believes they are prepared in accordance with applicable accounting standards[75] Shareholder Information - As of December 31, 2021, Future More holds 750,000,000 shares, representing 75% of the issued shares, with significant ownership by key executives[63] - Key executives, including Mr. Kwan and Ms. Kwan, each hold 750,000,000 shares, equating to 75% ownership, through controlled corporations[65] - The total issued shares as of December 31, 2021, were 1,000,000,000, serving as the basis for calculating ownership percentages[64] Operational Insights - The group operates primarily in Hong Kong, focusing on providing dining services through chain restaurants, with no independent financial data for separate operating segments[18] - The company has maintained consistent accounting policies in line with the previous year's financial statements[15] - The company is focused on resource allocation and performance evaluation based on overall operational results rather than segment reporting[18] - The company has not granted any stock options under the stock option plan since its adoption, and as of December 31, 2021, there are no unexercised stock options[67] - During the relevant period, the company did not repurchase any of its listed securities, nor did it or any of its subsidiaries purchase or sell any related securities[68] - As of December 31, 2021, the board of directors is not aware of any business or interests that may directly or indirectly compete with the group’s business[69] - The company has maintained the public float required by the GEM Listing Rules as of the report date[73]

Financial Performance - Revenue for the six months ended September 30, 2021, reached approximately HKD 121.4 million, an increase of about HKD 38.1 million or 45.7% compared to HKD 83.3 million for the same period in 2020[7] - Net profit for the same period was approximately HKD 3.6 million, up by about HKD 0.8 million or 28.6% from HKD 2.8 million in the prior year[7] - Gross profit for the six months was HKD 78.3 million, representing a gross margin of approximately 64.5%, compared to HKD 52.9 million in the previous year[8] - The company reported a basic and diluted earnings per share of HKD 0.4 for the six months ended September 30, 2021, compared to HKD 0.3 for the same period in 2020[8] - Total revenue from restaurant operations for the six months ended September 30, 2021, was HKD 121,378,000, up from HKD 82,875,000 in the same period of 2020, reflecting a growth of 46.3%[23] - The total comprehensive income for the six months ended September 30, 2021, was HKD 3,559,000, compared to HKD 2,845,000 for the same period in 2020, representing an increase of 25.0%[12] - Profit for the six months ended September 30, 2021, was approximately HKD 3.6 million, an increase of approximately HKD 0.8 million from approximately HKD 2.8 million for the same period in 2020[72] Assets and Liabilities - Current assets as of September 30, 2021, totaled HKD 71.6 million, an increase from HKD 64.4 million as of March 31, 2021[9] - Total liabilities decreased to HKD 52.7 million as of September 30, 2021, from HKD 59.2 million as of March 31, 2021[9] - Cash and bank balances increased to HKD 57.1 million as of September 30, 2021, compared to HKD 46.4 million as of March 31, 2021[9] - Inventory levels rose to HKD 0.9 million as of September 30, 2021, from HKD 0.6 million as of March 31, 2021[9] - Trade payables increased to HKD 20.0 million as of September 30, 2021, compared to HKD 11.9 million as of March 31, 2021[9] - The company's total equity increased to HKD 51,197,000 as of September 30, 2021, compared to HKD 47,638,000 as of March 31, 2021, marking an increase of 7.9%[12] - Trade receivables as of September 30, 2021, totaled 907 thousand HKD, an increase from 700 thousand HKD as of March 31, 2021[37] - Lease liabilities increased to HKD 34,023,000 as of September 30, 2021, from HKD 23,011,000 as of March 31, 2021, reflecting a rise of 47.9%[11] Cash Flow - For the six months ended September 30, 2021, the company reported a net cash inflow from operating activities of HKD 37,312,000, compared to HKD 19,718,000 for the same period in 2020, representing an increase of 89.3%[14] - The net cash and cash equivalents at the end of the period were HKD 57,060,000, up from HKD 51,543,000 at the end of the same period in 2020, indicating a growth of 10.0%[14] - The company incurred a net cash outflow from investing activities of HKD 7,353,000 for the six months ended September 30, 2021, compared to HKD 2,144,000 in the same period of 2020[14] Operational Highlights - The company did not declare an interim dividend for the period, consistent with the previous year[7] - The company opened two new restaurants under the "犇殿" brand, contributing to the revenue growth[50] - The company has decided not to renew the lease for the "Mr. Steak" restaurant in Hong Kong, which is set to expire in September 2021[53] - The company has renewed the lease for the "Hana" restaurant for three years starting from August 20, 2021, ensuring continued cash flow[51] - The company engaged in significant related party transactions, purchasing food from a related company for approximately HKD 19.8 million during the six months ended September 30, 2021, compared to HKD 14.7 million in the previous year[47] Expenses - Employee costs rose by approximately HKD 15.2 million or 84.9% from approximately HKD 17.9 million to approximately HKD 33.1 million, attributed to the operational commencement of TF and OC restaurants[62] - Depreciation of property, plant, and equipment increased from approximately HKD 16.6 million to approximately HKD 20.0 million, an increase of approximately HKD 3.4 million, due to the commencement of operations of TF and OC[64] - Rental and related expenses decreased by approximately HKD 1.7 million or 20.0% from approximately HKD 8.5 million to approximately HKD 6.8 million, primarily due to changes in lease arrangements[65] - Fuel and utility expenses increased by approximately HKD 0.9 million or 56.3% from approximately HKD 1.6 million to approximately HKD 2.5 million, driven by increased customer numbers and the commencement of operations of TF and OC[66] - Administrative expenses increased by approximately HKD 1.4 million or 15.6% from approximately HKD 9.0 million to approximately HKD 10.4 million, mainly due to increased operational activities[68] Strategic Developments - The company did not report any new product launches or significant market expansions during the period[23] - There were no acquisitions or major strategic changes mentioned in the report for the period ended September 30, 2021[23] - The company benefited from the Hong Kong government's consumption voucher scheme, which provided HKD 5,000 in vouchers to eligible residents, stimulating consumer spending[50] - The company expects to fully utilize the remaining net proceeds for restaurant network expansion by March 31, 2023[73] Shareholder Information - As of September 30, 2021, Future More holds 750,000,000 shares, representing 75% of the issued shares of MS Concept Limited, which totals 1,000,000,000 shares[30] - The ownership structure of Future More includes Mr. Kwan with 14%, Ms. Yip with 18%, Ms. Kwan with 18%, Mr. Kwan Tai Wing with 25%, and Ms. Kwan Ching with 25%[30] - No stock options have been granted under the stock option plan since its adoption on March 23, 2018, and there are no unexercised stock options as of September 30, 2021[92] - The company has maintained the public float required by GEM listing rules as of the report date[97] Compliance and Governance - The audit committee, composed of independent non-executive directors, reviewed the unaudited consolidated results for the six months ended September 30, 2021, ensuring compliance with applicable accounting standards[102] - No significant events affecting the group have occurred since September 30, 2021, up to the report date[103]

第 一 季 度 報 告 2 0 2 1 第一季度報告2021 1 MS CONCEPT LIMITED 2 0 2 1 香港聯合交易所有限公司GEM（分別為「聯交所」及「GEM」）的特色 ( 於開曼群島註冊成立的有限公司 ) 股份代號: 8447 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起 其他在聯交所上市的公司帶有較高投資風險。有意投資的人士應了解 投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決 定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯 交所主板買賣的證券承受較大的市場波動風險，同時無法保證在GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，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報告全部 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。 本報告的資料乃遵照GEM證券上市規則（「GEM上市規則」）而刊載，旨 在提供有關MS Concept Limited（「本公司」）的資料。本公司的董事（「董 事」）願就本報告的資料共同及個別地承擔全部責任。各董事在作出一 切 ...

Financial Performance - The group's revenue decreased by approximately HKD 53.2 million or 23.6% to approximately HKD 172.6 million for the year ended March 31, 2021, compared to approximately HKD 225.8 million for the previous year[8] - Revenue for the year ended March 31, 2021, was approximately HKD 172.6 million, a decrease of about HKD 53.2 million or 23.6% compared to HKD 225.8 million for the year ended March 31, 2020[18] - Gross profit was approximately HKD 108.5 million, down about HKD 42.9 million or 28.3% from HKD 151.4 million in the prior year, with a gross margin decrease from 67.1% to 62.9%[22] - Other income and gains increased to approximately HKD 25.1 million from HKD 3.1 million, primarily due to government subsidies and rent concessions related to COVID-19[23] - The company recorded a profit of approximately HKD 3.8 million for the year ended March 31, 2021, compared to a loss of HKD 2.9 million for the year ended March 31, 2020[36] Operational Changes - The group operates twelve restaurants in Hong Kong, including five under the "Mr. Steak" brand and one "Mr. Steak - Buffet à la minute" restaurant[12] - A new restaurant named "德福犇殿" was opened in late August 2020, serving Taiwanese hot pot, to maximize shareholder returns[9] - The group decided not to renew the lease for the "元朗SB" restaurant after careful consideration of its business performance[9] - The management team identified a suitable location for a new restaurant under the "犇殿" brand, expected to open in August 2021[9] - The ongoing COVID-19 pandemic continues to impact the restaurant industry in Hong Kong, with government measures affecting customer numbers[8] Cost Management - Cost of goods sold was approximately HKD 64.1 million, a decrease of about HKD 10.3 million or 13.8% from HKD 74.4 million for the previous year[21] - Employee costs decreased by approximately HKD 17.1 million or 23.8% to HKD 54.6 million from HKD 71.7 million in the previous year[24] - Depreciation expenses decreased to approximately HKD 36.1 million from HKD 42.6 million, mainly due to changes in property leasing arrangements[28] - Financing costs decreased by approximately HKD 0.5 million or 13.9% to HKD 3.1 million from HKD 3.6 million in the previous year[34] Equity and Cash Flow - As of March 31, 2021, the total equity attributable to the owners of the company was approximately HKD 47.6 million, an increase from HKD 43.8 million in 2020[9] - The cash and cash equivalents as of March 31, 2021, were approximately HKD 46.4 million, down from HKD 48.5 million in 2020[9] - Operating cash inflow for the year ended March 31, 2021, was approximately HKD 34.3 million, compared to HKD 41.8 million in 2020[9] - Total bank borrowings as of March 31, 2021, were approximately HKD 10.9 million, a decrease from HKD 11.8 million in 2020[9] Future Outlook and Expansion - The company plans to expand its restaurant network in Hong Kong, with an expected utilization of remaining net proceeds by March 31, 2023[52] - The company has set a future outlook with a revenue growth target of 10% for the next fiscal year, aiming to reach HKD 1.32 billion[66] - New product development initiatives are underway, with an investment of HKD 50 million allocated for the launch of three new restaurant concepts in the upcoming year[66] - The company plans to expand its market presence by opening five new locations in key urban areas, which is expected to increase market share by 5%[66] - A strategic acquisition of a local competitor is being considered, which could potentially increase the company's customer base by 30%[66] Corporate Governance - The management team confirmed the accuracy and completeness of the annual report, ensuring no misleading information is presented[8] - The company is committed to improving corporate governance practices, ensuring compliance with all applicable regulations and enhancing shareholder value[72] - The board of directors has authorized the management team to implement strategic initiatives aimed at achieving long-term growth and sustainability[76] - The company has established a robust internal control and risk management framework to monitor operational and financial performance effectively[78] - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules[79] Risk Management and Compliance - The company has established policies and procedures for risk management and internal control, with no significant deficiencies found in the internal control system[129] - The board of directors is responsible for evaluating the nature and extent of risks the company can take to achieve its strategic objectives[128] - The company has implemented a code of conduct and compliance guidelines applicable to employees and directors[119] - The company has a policy for reviewing and monitoring compliance with legal and regulatory requirements[119] Supplier and Customer Relations - The group maintains good working relationships with its customers and suppliers, emphasizing the importance of these relationships for sustainable development[153] - The group has no reliance on any single customer, as its main customers are individual consumers[153] - The group reported that the total procurement amount from the top five suppliers accounted for approximately 62.6% of the total procurement for the year ended March 31, 2021, compared to 62.1% in 2020[153] Shareholder Information - The company has adopted a dividend policy that requires the board to consider various factors, including actual and expected business performance, before declaring dividends[145] - The board does not recommend the payment of a final dividend for the year ended March 31, 2021, consistent with no dividend in 2020[155] - The total distributable reserves available to the company's equity shareholders were approximately HKD 22.0 million, down from HKD 24.2 million in 2020[165] Social Responsibility - The company is committed to promoting environmental and social sustainability, complying with local environmental laws and regulations in Hong Kong[189] - The total charitable donations made by the group for the year ended March 31, 2021, amounted to HKD 36,000, unchanged from the previous year[160]