Company and Management Information Company Information This section provides fundamental information about Asia Foodinvest Holdings Limited, including its board, committees, and key corporate details - Key management includes Chairman Mr. Wong Siu Man, CEO Mr. Wong Siu Wah, and Compliance Officer Mr. Yip Kam Cheong. The Audit, Remuneration, and Nomination Committees are chaired by independent non-executive directors Mr. Ng Fan Kei, Mr. Wong Siu Bun, and Ms. Chan Hoi Yee, respectively33 Chairman's Statement The Chairman's Statement reviews the Group's over 40 years of experience in Hong Kong's food and beverage distribution and expresses optimism for future performance - The Group, operating under the 'Hung Fat Ho' brand, possesses over 40 years of experience in Hong Kong's food and beverage grocery distribution industry, serving diverse clients including restaurants, hotels, and food processors17 - The Chairman expresses optimism for future prospects, anticipating improved Group performance driven by increased inbound tourism and government consumption stimulus measures, aiming for better shareholder returns1862 Biographies of Directors and Senior Management This section details the personal profiles, industry experience, and key responsibilities of the company's directors and senior management - Executive Directors Mr. Wong Siu Man (Chairman) and Mr. Wong Siu Wah (CEO) are brothers and controlling shareholders, responsible for overall management and development strategy, and daily operations, respectively3965 - Independent Non-Executive Directors Mr. Ng Fan Kei and Ms. Chan Hoi Yee are members of the Hong Kong Institute of Certified Public Accountants, providing professional support in audit, tax, and financial management4469 Management Discussion and Analysis Business and Financial Review For the year ended March 31, 2024, the Group's revenue increased by 2.2% to HKD292.48 million, turning a prior-year loss into a profit of HKD1.86 million Financial Metric | Financial Metric | Year Ended March 31, 2024 (HKD thousands) | Year Ended March 31, 2023 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 292,476 | 286,244 | +2.2% | | Cost of Sales | (226,363) | (219,429) | +3.2% | | Gross Profit | 66,113 | 66,815 | -1.1% | | Gross Margin | 22.6% | 23.3% | -0.7pp | | Profit/(Loss) for the Year | 1,864 | (4,408) | Turned to Profit | Product Category Revenue | Product Category | 2024 Revenue (HKD thousands) | 2023 Revenue (HKD thousands) | Percentage Change | | :--- | :--- | :--- | :--- | | Daily Necessities and Cereal Products | 87,142 | 90,276 | -3.5% | | Packaged Food | 59,862 | 57,777 | +3.6% | | Sauces and Condiments | 60,893 | 57,329 | +6.2% | | Dairy Products and Eggs | 35,357 | 36,179 | -2.3% | | Beverages and Alcoholic Drinks | 24,974 | 23,364 | +6.9% | | Kitchen and Hygiene Products | 24,248 | 21,319 | +13.7% | - The company's turnaround from loss to profit was primarily driven by increased revenue, higher handling fee income, reduced bad debt write-offs, lower legal and professional fees, and decreased depreciation of property, plant, and equipment, partially offset by increased procurement costs and reduced government grants119 - The Board does not recommend the payment of any dividend for the year ended March 31, 202491 Liquidity and Financial Resources The Group maintains a robust financial position with ample liquidity, evidenced by increased cash, a healthy current ratio, and reduced gearing Financial Indicators | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Bank Balances and Cash | Approx. HKD47,606,000 | Approx. HKD35,533,000 | | Current Ratio | Approx. 4.4 times | Approx. 4.5 times | | Gearing Ratio | Approx. 13.8% | Approx. 20.4% | - The Group primarily funds daily operations through internally generated cash flow and utilizes net proceeds from its listing to support business expansion. While monitoring foreign currency risks, the Group currently has no foreign currency hedging policy97123 Use of Proceeds This report details the utilization of approximately HKD48.5 million in net proceeds from the listing, with some funds reallocated and HKD14.33 million remaining for future initiatives Use of Net Proceeds | Intended Use of Net Proceeds | Revised Allocated Amount (HKD thousands) | Unutilized Amount as of Report Date (HKD thousands) | Expected Full Utilization Time | | :--- | :--- | :--- | :--- | | Development of Catering Services Business | 9,000 | 5,936 | On or before December 31, 2024 | | Upgrade of ERP System | 8,330 | 4,242 | On or before December 31, 2024 | | Sales and Marketing Activities | 4,444 | 4,151 | On or before December 31, 2024 | | Total Unutilized | 30,263 | 14,329 | | - Due to changes in market conditions, the Group adopted a more cautious expansion plan, leading to delays in the utilization schedule for some proceeds109 - The Group's planned Tsim Sha Tsui restaurant was closed in March 2022 due to the pandemic, and new opportunities for this business segment are currently being sought941 Directors' Report Principal Business and Risks The Group's principal business involves food and beverage distribution and catering in Hong Kong, facing risks including market competition, customer retention, and economic shifts - The Company's principal business is investment holding, with its subsidiaries primarily engaged in food and beverage grocery distribution in Hong Kong, and no significant change in the nature of its principal business during the year973 - Key risks faced by the Group include the inability to retain major customers, inventory obsolescence risk, adverse changes in economic and political environments, financial risks, and the risk of losing key management personnel977978979987 Dividends, Share Capital and Reserves The Board does not recommend any dividend for the current year, with share capital unchanged and distributable reserves at approximately HKD14.65 million - The Board does not recommend the payment of a dividend for the year ended March 31, 2024175311 - As of March 31, 2024, the company's distributable reserves to shareholders amounted to approximately HKD14,651,000281 - There was no change in the company's share capital during the year, with details provided in Note 26 to the consolidated financial statements277 Directors' and Shareholders' Interests The report details directors' and major shareholders' interests, with key executives holding 51.88% of shares, and top five customers and suppliers each accounting for less than 30% Directors' Shareholdings | Director's Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wong Siu Man | Interest in Controlled Corporation | 602,800,000 | 51.88% | | Mr. Wong Siu Wah | Interest in Controlled Corporation | 602,800,000 | 51.88% | - For the year ended March 31, 2024, total revenue from the Group's top five customers and total purchases from its top five suppliers each accounted for less than 30% of the respective totals184185 Share Option Scheme The company's share option scheme, adopted in 2017, had no options granted or exercised during the period, with 116.2 million shares available for issuance - For the year ended March 31, 2024, no share options were granted, lapsed, cancelled, or exercised, and no unexercised share options remained at the end of the reporting period326 - As of the date of this annual report, the total number of shares available for issue under the Share Option Scheme is 116,200,000, representing 10% of the total issued shares301 Corporate Governance Report Corporate Governance Practices and the Board The company maintains high corporate governance standards, complying with GEM Listing Rules, with a balanced six-member Board ensuring separation of Chairman and CEO roles - The Board believes that the company has complied with the Corporate Governance Code for the year ended March 31, 2024361 - The Board comprises six members: three executive directors (Mr. Wong Siu Man, Mr. Wong Siu Wah, Mr. Yip Kam Cheong) and three independent non-executive directors (Ms. Chan Hoi Yee, Mr. Ng Fan Kei, Mr. Wong Siu Bun), meeting listing rule requirements344366 - The roles of Chairman (Mr. Wong Siu Man) and Chief Executive Officer (Mr. Wong Siu Wah) are held by different individuals, complying with the Corporate Governance Code and promoting a balance of power348370371 - All directors have participated in continuous professional development to update their knowledge and skills, and have been provided with the latest information on GEM Listing Rules and other applicable regulatory requirements351352 Board Committees The Board has three independent non-executive director-chaired committees—Audit, Nomination, and Remuneration—responsible for financial oversight, board structure, and executive compensation - The Audit Committee, comprising three independent non-executive directors with Mr. Ng Fan Kei as Chairman, is responsible for monitoring financial reporting integrity and internal control system effectiveness, holding four meetings during the year385405956 - The Nomination Committee, comprising three independent non-executive directors with Ms. Chan Hoi Yee as Chairman, is responsible for reviewing board structure, diversity policy, and assessing director independence, holding one meeting during the year290406407 - The Remuneration Committee, comprising three independent non-executive directors with Mr. Wong Siu Bun as Chairman, is responsible for reviewing and recommending remuneration policies for directors and senior management, holding one meeting during the year389412436 Risk Management and Internal Control The Board is fully responsible for the Group's risk management and internal control systems, which are deemed effective and adequate after an independent review - The Board has reviewed the Group's risk management and internal controls adopted for the year ended March 31, 2024, and considers them effective and adequate267 - Key risks identified by the Group include market competition (strategic risk), employee and warehouse operations (operational risk), customer credit and return on capital (financial risk), and regulatory changes (compliance risk)426427447448 - The company does not have an internal audit function but engaged an independent consultant for an annual review of its internal control system, adopting their optimization recommendations422445 Shareholders' Rights and Communication The company has established a shareholder communication policy, enabling effective dialogue through various channels, with shareholders holding at least 10% of paid-up capital entitled to requisition an EGM - The company maintains communication with shareholders through various channels, including annual and quarterly reports, website disclosures, and general meetings, to ensure information transparency and timely disclosure317453989 - Shareholders holding not less than one-tenth of the company's paid-up share capital have the right to request the Board to convene an extraordinary general meeting430 Environmental, Social and Governance Report ESG Governance and Strategy The Group has established a three-tier ESG governance structure, with the Board fully responsible for setting and overseeing ESG strategies and identifying material ESG issues - The Board holds overall responsibility for the Group's ESG strategy, performance, and reporting, supported by an ESG working group comprising executive directors and senior management466468 - Through materiality assessment, the Group identified 'Emissions' and 'Resource Usage' as significant environmental ESG issues, and 'Employment', 'Health and Safety', 'Supply Chain Management', and 'Product Responsibility' as significant social ESG issues502525 Environmental Aspect The Group is committed to energy conservation and emission reduction, with total greenhouse gas emissions of 298.9 tonnes CO2e, aiming for a 5% reduction by 2028, and addressing climate-related risks Greenhouse Gas Emissions | Greenhouse Gas Emissions (tonnes CO2e) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | 86.3 | 83.9 | 10.5 | | Scope 2 (Indirect Emissions) | 212.3 | 124.6 | 90.5 | | Total Emissions | 298.9 | 208.8 | 101.3 | | Emission Intensity (tonnes/HKD million revenue) | 1.022 | 0.729 | 0.420 | - The Group has set a target to reduce Scope 1 and Scope 2 greenhouse gas emission intensity by 5% by 2028, compared to the 2023 baseline531 - The Group has identified climate change-related risks, including delivery delays due to extreme weather events (physical risk) and market shifts driven by customer preference for green products (transition risk)544545 Social Aspect The Group fosters a 'Happy Workplace' for 76 employees, with a 26% turnover rate and no work-related injuries, adheres to labor standards, prioritizes local and eco-certified suppliers, and actively engages in community investment Employment and Safety Indicators | Employment and Safety Indicators | 2024 | 2023 | | :--- | :--- | :--- | | Total Employees | 76 persons | 76 persons | | Employee Turnover Rate | 26% | 25% | | Lost Days Due to Work Injury | 0 days | 0 days | | Work-Related Fatalities | 0 persons | 0 persons | - The Group strictly adheres to labor regulations, prohibiting child and forced labor, and conducts rigorous identity verification during recruitment583608 - In supply chain management, the Group has 207 suppliers, with 194 (approximately 94%) located in Hong Kong to reduce carbon footprint, prioritizing suppliers with environmental and social certifications592615 - During the reporting period, no sold or shipped products required recall due to safety or health reasons, nor were any related complaints received634647 - The Group actively implements anti-corruption policies, providing 6 hours of relevant training to directors and employees, with no corruption lawsuits reported during the period624662 Independent Auditor's Report Auditor's Opinion Evergreen (Hong Kong) CPA Limited, the auditor, believes the Group's consolidated financial statements fairly present its financial position and performance, prepared in accordance with HKFRS - The auditor issued an Unqualified Opinion on the Group's consolidated financial statements665 Key Audit Matters The auditor identified inventory valuation and impairment assessment of trade receivables as key audit matters due to their materiality and reliance on management judgment - Key Audit Matter One: Inventory Valuation. This is considered a key audit matter due to the significant inventory balance (HKD24.5 million) and the management's estimates involved in determining provisions for slow-moving and obsolete inventory641689 - Key Audit Matter Two: Impairment Assessment of Trade Receivables. This is considered a key audit matter due to the significant amount of trade receivables (HKD36.89 million) and the significant judgments and assumptions involved in measuring expected credit losses668762 Consolidated Financial Statements Key Financial Statements For the current year, the Group achieved total revenue of HKD292 million, turning a loss into a profit of HKD1.86 million, and maintaining a robust financial position Consolidated Income Statement Summary | Consolidated Income Statement Summary (HKD thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 292,476 | 286,244 | | Gross Profit | 66,113 | 66,815 | | Profit/(Loss) Before Tax | 1,878 | (3,940) | | Total Profit/(Loss) for the Year | 1,864 | (4,408) | Consolidated Statement of Financial Position Summary | Consolidated Statement of Financial Position Summary (HKD thousands) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Non-current Assets | 16,554 | 23,991 | | Current Assets | 115,750 | 111,613 | | Total Assets | 132,304 | 135,604 | | Current Liabilities | 26,594 | 24,975 | | Non-current Liabilities | 6,839 | 13,622 | | Total Liabilities | 33,433 | 38,597 | | Net Assets | 98,871 | 97,007 | Consolidated Cash Flow Statement Summary | Consolidated Cash Flow Statement Summary (HKD thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 19,514 | 14,049 | | Net Cash Used in Investing Activities | (419) | (3,697) | | Net Cash Used in Financing Activities | (7,046) | (5,168) | | Net Increase in Cash and Cash Equivalents | 12,049 | 5,184 | Notes to the Consolidated Financial Statements The notes to the financial statements detail accounting policies and specific components, including revenue recognition, inventory measurement, and financial instrument impairment, providing crucial supplementary information - Revenue recognition policy: Revenue from the sale of food and grocery products is recognized when control of the products is transferred, meaning the products have been delivered and accepted by the customer141143 - Impairment of financial assets: The Group applies the simplified approach to trade receivables, recognizing lifetime expected credit losses. For other financial instruments, lifetime expected credit losses are recognized if credit risk has significantly increased since initial recognition158811 - Segment information: All of the Group's revenue is derived from the sale of goods in Hong Kong, resulting in a single operating segment204922 - Related party transactions: During the year, transactions including sales of goods, purchases, and service fees occurred with 'Top Grade Catering Development Limited', a company wholly owned by Director Mr. Wong Siu Man11051132 Financial Summary Five-Year Financial Summary This section provides a summary of the Group's key consolidated results and financial position over the past five fiscal years, showing steady revenue growth and a turnaround to profit in FY2024 Five-Year Financial Summary | Year Ended March 31 (HKD thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 292,476 | 286,244 | 241,372 | 227,709 | 204,368 | | Total Profit/(Loss) for the Year | 1,864 | (4,408) | (2,137) | (14,618) | (3,573) | | Total Assets | 132,304 | 135,604 | 123,163 | 124,063 | 118,920 | | Net Assets | 98,871 | 97,007 | 101,415 | 103,552 | 102,751 |
亚洲富思(08413) - 2024 - 年度财报