Business Impact and Financial Performance - The Group closed multiple restaurants in response to decreased customer traffic and operating losses, including locations in Yau Ma Tei, Wan Chai, Causeway Bay, Kwai Chung, and Prince Edward[15]. - The restaurant located in Tsim Sha Tsui experienced a significant decline in customers due to reduced tourist numbers, leading to its closure in March 2020[16]. - The outbreak of the novel coronavirus in January 2020 further impacted the Group's business, resulting in the suspension of operations at the Tsim Sha Tsui location[16]. - Revenue decreased from approximately HK$92.1 million for the year ended 31 March 2019 by approximately HK$49.1 million, or 53.3%, to approximately HK$43.0 million for the year ended 31 March 2020[22]. - Loss for the year increased from approximately HK$20.6 million for the year ended 31 March 2019 to approximately HK$32.9 million for the year ended 31 March 2020[22]. - The catering business was significantly impacted by the epidemic, with a notable decrease in customer traffic due to social distancing measures[23]. - The Group's restaurants in Jordan and Tuen Mun were temporarily closed in February 2020 due to low customer traffic and continued to experience minimal business after reopening[20]. - The decision to close the Tsim Sha Tsui restaurant was made in March 2020 due to the ongoing impact of the epidemic and reduced customer visits[18]. - Revenue for the year ended March 31, 2020, decreased by approximately HK$49.1 million to HK$43.0 million, compared to approximately HK$92.1 million in 2019[37]. - Loss before tax for the year was HK$32.9 million, compared to a loss of HK$18.8 million in 2019[33]. - Gross profit decreased by approximately HK$32.6 million to HK$24.0 million, with a gross profit margin decreasing by approximately 5.7% to 55.8%[42]. - Total assets as of March 31, 2020, were HK$48.3 million, down from HK$66.9 million in 2019[33]. - Equity attributable to owners of the Company decreased to HK$27.6 million from HK$60.4 million in 2019[33]. - Other revenue and other income increased by approximately HK$1.5 million to HK$2.8 million, primarily due to rent concessions and government subsidies[43]. - Staff costs decreased by approximately HK$13.0 million to HK$15.3 million, down from HK$28.3 million in 2019[44]. - Fuel and utility expenses decreased by approximately HK$1.5 million to HK$2.0 million, compared to HK$3.5 million in 2019[49]. - The Group recognized impairment losses on right-of-use assets of approximately HK$8.9 million for the year ended 31 March 2020[50]. - The Group reported a loss attributable to owners of approximately HK$32.9 million for the year ended 31 March 2020, compared to a loss of approximately HK$20.6 million in 2019[51]. - Total liabilities increased by approximately HK$14.3 million to HK$20.8 million as of 31 March 2020, primarily due to lease liabilities recognized upon the adoption of HKFRS 16[55]. - Equity attributable to owners decreased by approximately HK$32.8 million to HK$27.6 million as of 31 March 2020, mainly due to operational losses during the year[56]. Management and Governance - The management service agreement with Shanghai ShunFeng Restaurant Group aims to provide additional income and expand operations in the PRC, including hotpot catering[26]. - The management continues to explore appropriate development opportunities to maximize shareholder returns despite the challenging operating environment[26]. - The management is committed to maintaining stable development under the epidemic by seeking and studying appropriate business opportunities[30]. - The company has appointed independent non-executive directors with diverse backgrounds in banking, legal, and restaurant operations to enhance governance and strategic oversight[87][91]. - The management team includes individuals with extensive experience in both local and international markets, contributing to the company's growth strategy[79][90]. - The company is focused on expanding its operations in China, leveraging the expertise of its management team to navigate the local market[78]. - The company has a strong emphasis on compliance and governance, with multiple committees in place to oversee legal and financial matters[87]. - The company has fully complied with all applicable provisions of the Corporate Governance Code for the year ended March 31, 2020[125]. - The Board's primary responsibilities include overseeing management, formulating long-term corporate strategy, and evaluating performance against targets[125]. - The company will continue to enhance its corporate governance practices to align with statutory requirements and the latest developments[125]. - The company has established Board Committees to delegate various responsibilities for effective governance[125]. - The company has implemented policies to ensure compliance with the Corporate Governance Code[125]. - The company is committed to reviewing its corporate governance practices periodically[125]. - The company has a structured approach to risk management and internal control systems[125]. - The Company has received annual confirmations of independence from all Independent Non-Executive Directors (INEDs) in accordance with Rule 5.09 of the GEM Listing Rules, confirming their independence[132]. - The Board Diversity Policy has been adopted since the date of Listing, and the Group achieved its objectives under this policy for the year ended 31 March 2020[130]. - The roles of the chairman and chief executive are separated, with Ms. Wong Wai Fong serving as chairman and Mr. Kwok Yiu Chung and Mr. Zhang Chi as chief executive officers[131]. - All Directors participated in continuous professional development during the year ended March 31, 2020, ensuring their contributions to the Board remain informed and relevant[141]. - The Company has arranged proper insurance coverage for legal actions against the Directors[132]. - The Nomination Committee will monitor the implementation of the Board Diversity Policy and recommend changes as necessary[129]. - The INEDs contribute to the formulation of the Group's development strategies and ensure compliance with financial reporting standards[132]. - Board papers with complete and reliable information are sent to Directors at least 3 days before meetings to facilitate informed decision-making[145]. - The Company Secretary is responsible for keeping minutes of all Board and committee meetings, ensuring transparency and accountability[147]. - Any material transaction involving a conflict of interest for substantial shareholders or directors will be addressed at a duly convened Board meeting[148]. - The company held four board meetings and one annual general meeting during the year ended March 31, 2020, with all executive directors attending all meetings[151]. - The audit committee conducted five meetings to review the Group's financial results for the year ended March 31, 2020, and there was no disagreement regarding the selection of external auditors[159]. - The audit committee recommended HLB Hodgson Impey Cheng Limited for re-appointment as the Company's auditor at the upcoming AGM[159]. - The remuneration committee consists of four members, including one executive director and three independent non-executive directors, with Mr. Chung Wing Yin serving as chairman[163]. - The company established four board committees: audit, remuneration, nomination, and legal compliance, to oversee various aspects of its affairs[153]. - The audit committee is responsible for reviewing the integrity of financial statements and monitoring the effectiveness of internal controls[156]. - The attendance record for the audit committee shows that all members attended all five meetings held[160]. - The company ensures compliance with legal and regulatory requirements through its corporate governance policies and practices[158]. - The board committees are provided with sufficient resources to fulfill their duties effectively[153]. - The company has established a policy for engaging external auditors to supply non-audit services[156]. - The remuneration committee held one meeting during the year ended March 31, 2020, to review and recommend the remuneration package for directors and senior management[169]. - The remuneration committee consists of four members, including executive director Ms. Wong Wai Fong and independent non-executive directors Mr. Chan Hoi Kuen Matthew, Mr. Chung Wing Yin, and Mr. Law Yui Lun[165]. - The committee is responsible for formulating remuneration policy for the Board's approval and reviewing management's remuneration proposals[169]. - The nomination committee also held one meeting during the year to assess the structure, size, and composition of the Board, as well as the independence of INEDs[181]. - The nomination committee is composed of the same four members as the remuneration committee, with Mr. Chan Hoi Kuen Matthew serving as chairman[173]. - The legal compliance committee has been established to oversee compliance with laws and regulations relevant to the company's operations[185]. - The attendance record for the remuneration committee meeting shows full attendance by all members[170]. - The remuneration committee is tasked with reviewing compensation arrangements for executive directors and senior management in case of termination or misconduct[171]. - The nomination committee made recommendations on the appointment or re-appointment of directors and succession planning[181]. - The remuneration committee is required to report its decisions or recommendations to the Board[169]. - The legal compliance committee was established to oversee compliance with laws and regulations related to the company's operations[186]. - The committee held one meeting during the year ended March 31, 2020, to review compliance policies and training for directors and senior management[192]. - The independent external auditors, HLB, received a total remuneration of approximately HK$400,000 for audit services during the year ended March 31, 2020[197]. - The board conducted a review of the effectiveness of the internal control and risk management systems once during the year, covering various functions[199]. - The group does not currently have an internal audit function but will consider establishing one if deemed necessary[199]. - An external professional consultant was engaged to conduct an independent internal control review for the year ended March 31, 2020, which has been completed[200]. - The legal compliance committee is composed of the chairman, the financial director, and three independent non-executive directors[188]. - The committee's responsibilities include assessing the adequacy of resources and training programs related to regulatory compliance functions[189]. - The board acknowledges its responsibility for the effectiveness of the internal control and risk management systems[199]. - The committee is tasked with handling any actual or suspected non-compliance matters reported by employees[190].
国茂控股(08428) - 2020 - 年度财报