Financial Performance - For the fiscal year ended March 31, 2021, the group's total revenue was approximately HKD 97.4 million, a decrease from HKD 116.4 million in the previous year[13]. - The profit attributable to the owners of the company for the year was approximately HKD 8.6 million, a significant turnaround from a loss of HKD 44.5 million in the previous year, primarily due to government subsidies and cost control measures[13]. - Total revenue for the year was HKD 97,421, down from HKD 116,425, representing a decrease of 16.9%[25]. - The company reported a profit before tax of HKD 8,735, compared to a loss of HKD 44,710 in the previous year[25]. - The total number of customers visiting the restaurants decreased by 767,863 to 1,301,264, a decline of 37.1% compared to the previous year[18]. - Average spending per customer increased from HKD 56.3 to HKD 69.5[18]. - Other income recorded for the year ended March 31, 2021, was approximately HKD 3.5 million, an increase of HKD 13.7 million compared to a loss of HKD 10.2 million for the year ended March 31, 2020[48]. - Employee costs decreased by approximately 22.8% to HKD 42.0 million for the year ended March 31, 2021, from HKD 54.4 million for the year ended March 31, 2020, primarily due to a reduction in the number of restaurants and tighter cost control[49]. - Depreciation expenses decreased to approximately HKD 24.7 million for the year ended March 31, 2021, from HKD 29.3 million for the year ended March 31, 2020, mainly due to a reduction in the number of restaurants[50]. - Rental expenses for the year ended March 31, 2021, were approximately HKD 3.8 million, a decrease of about 15.4% from HKD 4.5 million for the year ended March 31, 2020, primarily due to rent concessions from landlords related to the COVID-19 pandemic[51]. - Other expenses increased by approximately 38.4% to HKD 14.5 million for the year ended March 31, 2021, from HKD 10.5 million for the year ended March 31, 2020, mainly due to increased consultancy fees and commissions paid to delivery platforms[54]. - Financing costs decreased to approximately HKD 2.3 million for the year ended March 31, 2021, from HKD 3.1 million for the year ended March 31, 2020, primarily due to a reduction in lease liabilities[55]. Business Operations - As of March 31, 2021, the company operated nine restaurants under three self-owned brands, with eight operated directly and one by a franchisee[14]. - The company closed four restaurants during the fiscal year, three due to poor performance related to the COVID-19 pandemic and one due to lease expiration[14]. - The number of restaurants as of March 31, 2021, was nine, down from twelve in the previous year[16]. - The company has a central kitchen that supplies ingredients to its restaurants, indicating a focus on operational efficiency[14]. - The company plans to continue monitoring market conditions and adapt its strategies accordingly to enhance performance in the upcoming fiscal year[12]. - The company is actively taking measures to stimulate revenue, including offering various promotions and new dishes[20]. - The group operates primarily in restaurant management, with a focus on expanding its restaurant network[158]. - The group plans to open a new Thai restaurant as part of its business strategy[168]. - The company has initiated a new business segment selling ingredients to restaurant groups, generating approximately HKD 1.8 million in revenue, accounting for 1.9% of total revenue[41]. Government Support and Financial Strategy - The company received government subsidies as part of its financial recovery strategy during the pandemic[13]. - The management is committed to maintaining cost control measures to improve profitability moving forward[13]. - The company aims to improve its business performance and operational results post-pandemic[22]. - The group is facing significant pressure to balance food and service quality with cost control due to high employee and food costs amidst an economic downturn[43]. - The group plans to enhance promotional efforts, including seasonal products, to maintain competitiveness in a challenging market[44]. - The group is negotiating rent reductions with landlords to alleviate financial pressures caused by the ongoing economic uncertainty[43]. Corporate Governance - The company has adopted the corporate governance code as per GEM Listing Rules Appendix 15 and has complied with all applicable provisions throughout the year ending March 31, 2021[80]. - The board consists of experienced members with appropriate professional qualifications and industry knowledge, ensuring a balanced skill set[81]. - The company has three independent non-executive directors, with two possessing accounting qualifications, reflecting sufficient independence on the board[81]. - The executive directors include the chairperson and CEO, who oversee overall operations and strategic direction[81]. - The company emphasizes transparency, accountability, fairness, and responsibility in its corporate governance practices[80]. - The management team has extensive experience in the food and beverage industry, with key members having over 30 years of relevant experience[76][78]. - The company is actively reviewing and monitoring its corporate governance practices to ensure compliance with the code[80]. - The board composition reflects a commitment to maintaining a balance of skills and experience, with a majority of independent directors[81]. - The company has adopted a board diversity policy to enhance the selection of candidates based on various criteria, including gender, age, cultural background, and professional experience[84]. - Independent non-executive directors play a crucial role in providing strategic advice and ensuring high standards of financial reporting and governance[85]. - The board retains decision-making authority over significant matters, including major transactions and financial reporting, while daily operations are managed by the CEO and senior management[93]. - The company has implemented measures to monitor compliance with non-competition agreements among major shareholders, ensuring no direct or indirect competition with the group's business[90]. - All directors have confirmed compliance with the trading standards and the code of conduct for securities transactions for the year ending March 31, 2021[86]. - The board has reviewed its governance responsibilities and confirmed adherence to the relevant codes and regulations[96]. - The company has maintained a balanced composition of the board with sufficient independent elements, ensuring diverse management experience[84]. - The independent non-executive directors have provided independent opinions and participated in various committees, enhancing governance oversight[85]. - The company has received annual confirmations from major shareholders regarding their compliance with non-competition commitments[89]. - The board has established a framework for corporate governance responsibilities, including the review of policies and compliance with legal regulations[95]. - The board of directors held a total of 8 meetings during the fiscal year ending March 31, 2021, with all directors attending these meetings[115]. - The remuneration committee held 2 meetings during the fiscal year, with all members attending both meetings[125]. - The nomination committee is responsible for reviewing the board's structure, size, and diversity, and for nominating suitable candidates to fill board vacancies[126]. - The company has established three committees: the remuneration committee, the nomination committee, and the audit committee, each with defined powers to oversee different aspects of the company's affairs[118]. - The remuneration committee's main objective is to recommend and determine the remuneration policies for directors and senior management based on individual and company performance[119]. - The board of directors includes both executive and independent non-executive directors, ensuring a balance of power and independence[116]. - The independent non-executive directors are responsible for overseeing related party transactions as per GEM listing rules[115]. - The company encourages continuous professional development for directors to enhance their knowledge and skills[110]. - The nomination committee was established on January 29, 2018, to make recommendations regarding the appointment and succession planning of directors[126]. - The company secretary is responsible for maintaining detailed records of all board and committee meetings[114]. - The audit committee held six meetings during the fiscal year ending March 31, 2021, with all members attending all meetings[136]. Financial Position - As of March 31, 2021, the group's current assets amounted to approximately HKD 53.9 million, a significant increase from HKD 8.9 million as of March 31, 2020[166]. - The group's current liabilities decreased to approximately HKD 35.9 million from HKD 55.1 million in the previous year, resulting in a current ratio of 1.5 times, up from 0.2 times[166]. - The capital debt ratio improved to 38.7% from 95.2% year-on-year, indicating a stronger financial position[166]. - The group had a cash and bank balance of approximately HKD 12.8 million as of March 31, 2021, compared to HKD 3.0 million in the previous year[166]. - The company has approximately HKD 29.2 million in distributable reserves as of March 31, 2021, up from HKD 13.9 million a year earlier[182]. - The board does not recommend the payment of any dividends for the year ended March 31, 2021[161]. Investments and Expansion - The company opened four new Japanese ramen restaurants, with an investment of approximately HKD 10.06 million[174]. - A new mala restaurant was opened in Chai Wan, costing around HKD 4.4 million[174]. - The expansion of central kitchen storage facilities involved an investment of HKD 1.543 million[174]. - The company upgraded its computer systems, with an expenditure of HKD 1.3 million[174]. - Marketing and promotional activities were allocated HKD 1 million for ongoing brand promotion[174]. - The net proceeds from the IPO amounted to approximately HKD 32.6 million, fully utilized by September 30, 2020[174]. - The net proceeds from the 2020 placement were approximately HKD 8.15 million, with HKD 6.515 million already utilized by March 31, 2021[177]. - The company has not disclosed any major investments or capital asset plans beyond those mentioned in the prospectus and annual report[167]. Stock Option Plan - The purpose of the stock option plan is to attract, retain, and motivate outstanding participants for the future development and expansion of the company[188]. - The maximum number of shares available for subscription under the stock option plan shall not exceed 10% of the total issued shares as of the listing date, subject to shareholder approval for any increase[193]. - Each participant may receive a maximum of 1% of the total issued shares in any 12-month period from the stock options granted, including exercised, canceled, and unexercised options[196]. - Any grant of stock options to connected persons must be approved by independent non-executive directors, and if the total number of options exceeds 0.1% of the issued shares, shareholder approval is required[197]. - The company cannot grant stock options after becoming aware of any inside information until it has publicly disclosed that information[199]. - The subscription price for shares under the stock option plan shall not be less than the higher of the closing price on the date of grant or the average closing price over the preceding five trading days[190]. - The total number of stock options granted under the plan, along with any other plans, cannot exceed 30% of the total issued shares at any time[194]. - The board has the discretion to invite various participants, including employees, directors, and consultants, to participate in the stock option plan[189]. - The company must notify participants of the subscription price determined by the board[190]. - The acceptance of the stock option offer is considered valid if the company receives a signed acceptance letter and payment of HKD 1.00 within 28 days from the offer date[192].
倩碧控股(08367) - 2021 - 年度财报