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 - 年度财报