Business Strategy and Operations - The company has restructured its consulting and advisory services, focusing on corporate finance and capital market services as core offerings [26]. - The investment services are particularly aimed at providing advice related to the Japanese real estate market, contributing to financial stability [26]. - The company has established a new entity and specialized platform, Altus.ST, to address specific market needs [26]. - The investment portfolio in Japan has provided reliable and stable contributions to the company's financial performance [26]. - The company acknowledges the efforts of its employees and Japanese partners in maintaining operations during challenging conditions [26]. - The company plans to continue identifying suitable opportunities to expand its investment portfolio [26]. - The company focused on expanding its investment in real estate and securities to generate rental and dividend income, aiming for capital gains [34]. - The company has temporarily shelved its property portfolio expansion strategy due to travel restrictions preventing due diligence, but will continue to seek investment opportunities in the market [85]. - The company aims to enhance awareness of its existing and new services among current and potential clients [80]. Financial Performance - Revenue for the fiscal year 2021 was HKD 59,266,000, a decrease of 0.7% from HKD 59,666,000 in fiscal year 2020 [29]. - Pre-tax profit increased significantly to HKD 11,790,000 in fiscal year 2021 from HKD 3,920,000 in fiscal year 2020, representing a growth of 200.5% [29]. - Basic profit attributable to owners of the company for fiscal year 2021 was HKD 6,294,000, compared to HKD 494,000 in fiscal year 2020, marking a substantial increase [29]. - Total assets as of March 31, 2021, were HKD 713,478,000, a slight decrease from HKD 730,309,000 in the previous year [31]. - Total liabilities decreased to HKD 249,315,000 in fiscal year 2021 from HKD 264,115,000 in fiscal year 2020, a reduction of 5.6% [31]. - Revenue from corporate finance and other consulting services was approximately HKD 19,600,000 in fiscal year 2021, down 10.8% from HKD 22,000,000 in fiscal year 2020 [35]. - The number of effective corporate finance projects decreased, leading to a reduction in sponsorship project revenue, which was HKD 5,203,000 in fiscal year 2021, down from HKD 10,829,000 in fiscal year 2020 [36]. - Financial advisory project revenue increased by 69.6% to approximately HKD 8,900,000 in fiscal year 2021, driven by an increase in project numbers and average fees [37]. - The total revenue for the fiscal year 2021 was approximately HKD 59,300,000, a slight decrease of about 0.7% compared to HKD 59,700,000 in the previous fiscal year [50]. - The income from corporate finance and other consulting services decreased from approximately HKD 22,000,000 in fiscal year 2020 to approximately HKD 19,600,000 in fiscal year 2021, a decline of about 10.8% [51]. - The group recorded dividend income and gains from the sale of financial assets of approximately HKD 100,000 and HKD 300,000, respectively, for the fiscal year 2021 [42]. - Annual profit increased from approximately HKD 1,500,000 in fiscal year 2020 to approximately HKD 7,100,000 in fiscal year 2021, primarily due to increased rental income and a reduction in administrative and operating expenses [60]. Assets and Liabilities - The net asset value remained stable at HKD 464,163,000 in fiscal year 2021 compared to HKD 466,194,000 in fiscal year 2020 [31]. - The average occupancy rate of the investment properties in Japan slightly decreased from 94.3% in fiscal year 2020 to 93.8% in fiscal year 2021 [52]. - Property expenses for the fiscal year 2021 were approximately HKD 13,600,000, a decrease from HKD 15,400,000 in fiscal year 2020 [52]. - The valuation of the group's investment property in Hong Kong was HKD 76,000,000 as of March 31, 2021 [42]. - The market value of the group's securities investment portfolio in Hong Kong was approximately HKD 1,200,000 as of March 31, 2021 [42]. - The total interest-bearing loans decreased from approximately HKD 217,800,000 as of March 31, 2020, to approximately HKD 201,800,000 as of March 31, 2021, reflecting regular loan principal repayments [72]. - The cash and bank balance as of March 31, 2021, was approximately HKD 34,800,000, down from HKD 39,400,000 as of March 31, 2020, with approximately HKD 25,900,000 held in Japanese yen [70]. - The capital-to-debt ratio improved to 43.5% as of March 31, 2021, from 46.7% as of March 31, 2020, due to a reduction in total interest-bearing loans [69]. - The net current liabilities as of March 31, 2021, were approximately HKD 39,800,000, compared to approximately HKD 38,600,000 as of March 31, 2020 [68]. Market Conditions and Outlook - The total fundraising amount in the Hong Kong stock market reached HKD 416 billion in the first five months of 2021, with HKD 184 billion coming from initial public offerings (IPOs), representing over 7 times and about 3 times the fundraising amounts in the same period of 2020, respectively [80]. - The number of IPOs decreased from 55 in the first five months of 2020 to 39 in the same period of 2021, indicating a trend that may continue in the short term, affecting the company's underwriting business focused on small and medium enterprises [80]. - The actual rent in the Central business district of Hong Kong decreased by 14.1% year-on-year and 1.1% month-on-month as of April 2021, which may exert downward pressure on the value of the company's investment properties [82]. - The company expects rental income to remain stable in the upcoming fiscal year, contributing to improved profitability, with no significant changes anticipated in the value of the property portfolio [85]. - The company has adopted a cautious outlook for its advisory and consulting business segment for the next fiscal year due to the ongoing uncertainties caused by the COVID-19 pandemic [80]. - The board believes that despite the ongoing pandemic, the global economy and financial markets have stabilized, but the outlook for the company's two business segments remains uncertain [86]. Corporate Governance - The board consists of three executive directors and three independent non-executive directors, ensuring strong independence in decision-making [96]. - The audit committee is composed entirely of independent non-executive directors, with a focus on financial reporting and risk management [103]. - The remuneration committee held two meetings in the fiscal year to review the compensation policies for directors and senior management [107]. - The nomination committee is responsible for evaluating the board's structure and identifying suitable candidates for board membership [108]. - The company has not appointed a CEO, with the chairman leading the board and overseeing daily operations [96]. - The board regularly reviews corporate governance policies and practices, expressing satisfaction with the effectiveness achieved in the fiscal year [101]. - Independent non-executive directors have confirmed their independence in accordance with GEM listing rules [99]. - The audit committee reviewed financial statements for the fiscal year and provided recommendations on external auditor appointments [103]. - The remuneration committee is tasked with establishing a transparent process for performance-related pay [104]. - The company has established three committees to oversee specific aspects of governance, ensuring adequate resources and authority [100]. - The board of directors held a total of 8 meetings in the fiscal year 2021, with all directors attending all meetings [117]. - The total remuneration paid to auditors for the fiscal year 2021 amounted to HKD 803,000, including HKD 700,000 for audit services and HKD 103,000 for non-audit services [126]. - The company has adopted a board diversity policy, recognizing the benefits of a diverse skill set, experience, and perspectives among board members [112]. - The company secretary has complied with the relevant training requirements under GEM Listing Rule 5.15 during the fiscal year 2021 [121]. - The company has a total of 7 senior management personnel, with 3 earning between HKD 0 to 1,000,000, 3 earning between HKD 1,000,001 to 2,000,000, and 1 earning above HKD 2,000,000 [130][132]. - The nomination committee held one meeting in the fiscal year 2021 to review the re-election of directors and assess the independence of non-executive directors [110]. - The board is satisfied with the contributions made by directors during the fiscal year 2021 [112]. - The company continues to adopt a going concern basis in preparing its consolidated financial statements, with no significant uncertainties identified as of March 31, 2021 [132]. - The company has implemented continuous professional development for all directors to ensure they remain informed and can contribute effectively to the board [120]. - The company will have one executive director and one independent non-executive director retiring and seeking re-election at the upcoming annual general meeting [113]. Risk Management - The board is responsible for maintaining a sound and effective risk management and internal control system to protect shareholders' interests [143]. - An independent internal control consultant has been appointed to review the effectiveness of the internal control system and perform internal audit functions [143]. - The company has established a series of risk management policies and measures to identify key risks associated with its business, industry, and market [143]. - The board will continue to regularly evaluate and review the effectiveness of the risk management and internal control systems [143]. Shareholder Relations - The company maintains a balanced dividend policy to ensure sufficient capital for business development while rewarding shareholders [137]. - The company’s annual general meeting provides a platform for communication between the board and shareholders [136]. - Shareholders holding at least 10% of the voting rights can request a special general meeting to discuss specific matters [136]. - The company’s website provides updated information regarding the group for effective communication with shareholders [136]. - The board considers various factors, including the group's financial condition and future cash needs, when deciding on dividend payments [137]. Management Team - Mr. Zeng has been with the group since February 2001, overseeing overall operations, strategic direction, and business development [153]. - Ms. Liang has over 30 years of experience in corporate finance consulting and has held executive positions in several Hong Kong listed companies [154]. - Mr. Zhao serves as the chairman of the nomination committee and is a member of the audit and remuneration committees [157]. - Mr. Chen has over 25 years of experience in accounting, auditing, banking, and corporate secretarial roles [158]. - Mr. Li has over 20 years of experience in real estate, corporate finance, investment, and management [161]. - The group has multiple subsidiaries with various directors overseeing operations and compliance matters [156]. - The management team is composed of experienced professionals with backgrounds in investment banking and real estate [160]. - The company maintains independence among its board members and senior management [162]. - The management team is actively involved in strategic planning and business development initiatives [154]. Business Operations - The main business of the company remains investment holding, providing corporate finance and other consulting services, as well as proprietary investments [174]. - The company maintains good relationships with customers, suppliers, and employees, ensuring regular reviews of employee compensation [180]. - The company is registered in the Cayman Islands, with its main operating location in Central, Hong Kong [175]. - The company has not reported any significant changes in the nature of its main business during the fiscal year 2021 [174]. - The company’s financial performance, assets, and liabilities summary for the last five years are detailed in the financial summary section of the annual report [181]. - The company’s property, plant, and equipment changes for the fiscal year 2021 are detailed in the audited consolidated financial statements [182]. - The company’s properties held as of March 31, 2021, are detailed on pages 140 to 142 of the annual report [183]. - The company’s management team includes experienced professionals with backgrounds in finance and investment management [166][167][168]. - The fair value change of investment properties was approximately HKD 4,065,000, which has been deducted from the consolidated profit and loss and other comprehensive income statement [184]. - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the fiscal year [191]. - The company did not purchase, sell, or redeem any of its listed shares during the fiscal year [190]. - As of March 31, 2021, the company had no distributable reserves available for distribution to shareholders [189]. - There were no major contracts entered into by the group related to its business that involved significant interests held by directors or related entities during the fiscal year [198]. - The company has maintained its independent non-executive directors' independence confirmations as per GEM Listing Rules [193]. - The service contracts for executive directors are effective for an initial period of three years from the listing date, with a notice period of three months for termination [196]. - The company has purchased insurance for potential legal proceedings against directors during the fiscal year [197]. - The company has not disclosed any significant changes in reserves during the fiscal year [187]. - Details regarding changes in the company's share capital during the fiscal year are available in the audited consolidated financial statements [186].
浩德控股(08149) - 2021 - 年度财报