Financial Performance - For the fiscal year ending March 31, 2019, the group's revenue was approximately HKD 52.82 million, an increase of about 37.82% compared to HKD 38.32 million for the previous year[9]. - The group recorded a profit of approximately HKD 5.27 million for the fiscal year, a significant increase of about 135.82% from a net loss of HKD 14.72 million in the previous year[9]. - Sales of electronic products reached approximately HKD 39.83 million, reflecting an increase of about 5.91% primarily due to higher sales of charging boards[16]. - The overall gross profit margin decreased from approximately 25.17% in the previous year to about 21.81% due to a reduction in orders for higher-margin products[22]. - The company experienced a 24.16% increase in sales and distribution expenses, amounting to approximately HKD 1.48 million for the fiscal year[22]. - As of March 31, 2019, the company's current assets were approximately HKD 34.20 million, including cash and bank balances of about HKD 8.31 million[26]. - The total employee cost, including director remuneration, was approximately HKD 23.92 million for the year ended March 31, 2019, compared to HKD 20.55 million in 2018, reflecting an increase of about 11.5%[33]. - The company did not declare a final dividend for the fiscal year ending March 31, 2019, consistent with the previous year[28]. - The company has a dividend policy that allows shareholders to share in profits while retaining sufficient reserves for future growth[143]. - As of March 31, 2019, the company's distributable reserves amounted to HKD 27.71 million, calculated after deducting contributed reserves, share premium, and accumulated losses[175]. - The board does not recommend any final dividend for the year ending March 31, 2019[160]. Business Operations - The company launched a new product, the L-Bow, which includes six light units and is designed to enhance safety for drivers by indicating their position and turning points[8]. - The company opened two new restaurants in Wanchai during the fiscal year[8]. - The manufacturing business faced challenges due to fluctuations in raw material prices and increases in the statutory minimum wage in China[9]. - The group experienced intense competition both domestically and internationally, impacting its business performance for the fiscal year[9]. - The company plans to launch two to three new products related to marking rods, charging boards, and alarms in 2019 to expand its customer base[23]. - The company aims to expand its EMS (Electronic Manufacturing Services) business, particularly in the Chinese market, which is considered to have significant potential[23]. - The company’s main business involves the manufacturing and trading of electronic products and accessories, with no significant changes in business nature during the fiscal year[157]. Corporate Governance - The company has maintained high standards of corporate governance, adhering to the GEM Listing Rules and enhancing accountability and performance[94]. - The board of directors has a full attendance record, with all members present for 8 out of 8 meetings during the fiscal year[101]. - The company has a clear policy for the appointment and re-election of directors, requiring one-third of directors to retire at each annual general meeting[107]. - The company has established an Audit Committee to oversee financial reporting, internal controls, and risk management, consisting of three independent non-executive directors[114]. - The Audit Committee reviewed the company's financial performance for the fiscal year, including quarterly and annual reports, ensuring compliance with applicable accounting standards[115]. - The company has a Remuneration Committee that advises on the compensation of all directors and senior management, consisting of two independent non-executive directors and one executive director[118]. - The Nomination Committee has been formed to review the board's structure and diversity, ensuring a balanced skill set and experience among board members[120]. - The company has adopted a board diversity policy, emphasizing the importance of diverse perspectives in decision-making[120]. - The company has implemented a whistleblowing policy to allow employees and stakeholders to report potential misconduct confidentially[114]. - The company has taken appropriate insurance arrangements for its directors against legal actions, ensuring protection for board members[109]. - The company emphasizes the importance of ongoing professional development for directors, committing to suitable training opportunities[111]. - The board is responsible for ensuring that the financial statements reflect the company's financial position accurately and fairly[136]. - The company has established various channels for communication with shareholders and investors, including annual and quarterly reports[151]. Internal Control and Risk Management - The board is responsible for reviewing the effectiveness of the internal control system, which includes financial, operational, and compliance monitoring[64]. - An independent internal control consultant has been appointed to review and improve the internal control system, identifying several issues and deficiencies[64]. - The board has reviewed the internal control report and is taking necessary actions to address the identified issues[64]. - The internal control system aims to manage operational risks and ensure compliance with GEM listing rules and applicable laws[64]. - The company will continue to hire external professionals to review its internal control system and assess the need for internal audit functions annually[65]. - The effectiveness of the internal control system has reportedly improved following the review[68]. - The company is committed to identifying, monitoring, and managing risks associated with its business activities[135]. Shareholder Information - The top five customers accounted for approximately 50.23% of the total revenue, with the largest customer contributing about 27.42% of the total revenue[176]. - The top five suppliers represented around 25.93% of the total procurement amount, with the largest supplier accounting for approximately 12.10% of the total procurement[176]. - The company has retained the absolute right to update or modify its dividend policy at any time without legal obligation to declare dividends[143]. - The company has not made any purchases, sales, or redemptions of its listed securities during the year ending March 31, 2019[171]. - The company has not capitalized any equity during the year ending March 31, 2019[169]. - The company recognizes employees as valuable assets and focuses on hiring and nurturing suitable talent[166]. - The company has issued convertible bonds that will result in the issuance of shares to bondholders[197]. Management and Directors - Tansri Saridju Benui has been serving as an executive director for multiple companies since May 2000, including HiTech Distribution Pte Ltd and Chemitec Industrial Private Limited[78]. - Chen Zhenjie has experience in compliance and has served as a director for Neutron Sun Electronics Limited since October 2012[79]. - Lin Weiyuan has over 31 years of experience in auditing, corporate restructuring, and internal control reviews, and is a managing partner at his own accounting firm[84]. - Zheng Wangsheng, the CEO and Medical Sales Director, has approximately 26 years of experience in the electronics industry and has been with the group since 1993[87]. - Lei Ning Shan, the company secretary and financial director, has over 12 years of experience in accounting, auditing, and taxation[89]. - The company’s board of directors includes both executive and independent non-executive members, ensuring a diverse governance structure[179]. - No directors or major shareholders had any significant interests in contracts that could materially affect the company’s business during the fiscal year[183]. - The company has no service contracts with directors that cannot be terminated without compensation within one year[180]. - The company’s executive director, Zheng Ruoxiong, holds personal rights to 97,560,000 shares, which is 9.56% of the company’s shares[193]. - The executive director, Zheng Ruoxiong, has stock options totaling 22,800,000 shares, which is part of the total 45,600,000 shares held by the executive director[194]. - As of March 31, 2019, Andris Asset Management (Hong Kong) holds 66,338,000 shares, representing 6.91% of the company's issued share capital[197]. - Yang Dongcheng, as a beneficial owner, has a total of 189,229,306 shares, accounting for 18.55% of the company's issued share capital[197].
毅高国际控股(08218) - 2019 - 年度财报