Company Operations and Market - The company operates in the GEM market, which is designed for small to medium-sized companies with higher investment risks compared to other listed companies[1]. - The company is subject to significant market volatility risks due to its small to medium-sized nature in the GEM market[1]. - The company operates a chain of bars in Hong Kong, providing beverages and snacks, and is also involved in property investment[139]. Financial Performance - The group's consolidated revenue decreased by approximately 65.4% from HKD 167.2 million in the previous year to about HKD 57.8 million due to COVID-19 restrictions[17]. - The net loss for the year was HKD 36.9 million, compared to a net profit of HKD 4.4 million in 2020[17]. - The operating loss before tax for the bar business was HKD 36.7 million, reflecting a significant decline in sales[25]. - The gross profit for the bar operations was HKD 43.4 million, down 66.3% from HKD 128.9 million in the previous year[27]. - Employee costs decreased by approximately 28.1% from HKD 45.5 million to HKD 32.7 million due to reduced working hours and staff turnover[31]. - Other income recorded was approximately HKD 38.3 million, including government subsidies of HKD 35.7 million under the anti-epidemic fund[30]. - The company anticipates revenue improvement as COVID-19 is brought under control in Hong Kong[16]. - The company maintains a stable gross profit margin of approximately 75.5%[28]. - Property rental and related expenses decreased by approximately 48.5% from about HKD 6.6 million to about HKD 3.4 million compared to the previous year[33]. - Other operating expenses decreased by approximately 32.3% from about HKD 24.8 million to about HKD 16.8 million, mainly due to cost savings during the mandatory closure period[36]. - Financing costs increased by 10.3% to approximately HKD 3.2 million from about HKD 2.9 million, primarily due to new bank borrowings of HKD 20.3 million[37]. - Total tax expenses remained stable at approximately HKD 1 million, with current tax expenses of about HKD 494,000 and deferred tax expenses of about HKD 537,000[38]. - The group reported cash and cash equivalents of HKD 3.5 million, down from HKD 32.6 million in the previous year, with bank borrowings increasing to HKD 52.7 million from HKD 32.4 million[54]. - The debt-to-equity ratio increased significantly to 430% from 101% year-on-year[54]. Corporate Governance - The company confirms that the information in the annual report is accurate and complete, with no misleading or fraudulent elements[1]. - The company has adopted and complied with all applicable corporate governance code provisions as per GEM listing rules, except for the roles of the chairman and CEO not being separated[77]. - The board includes independent non-executive directors with extensive experience in law, finance, and the beverage industry, ensuring robust governance[65][66][67]. - The company has established appropriate insurance arrangements for legal liabilities against directors and senior management[84]. - 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 received annual independence confirmation letters from all independent non-executive directors, confirming their independence as per GEM listing rules[82]. - The company has a balanced composition of the board with both executive and independent non-executive directors to ensure high independence and effective judgment[80]. - The board has established various committees to delegate responsibilities and enhance governance practices[78]. - The board of directors has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific areas of the company's affairs[99]. - The Audit Committee reviewed the financial statements for the year ended June 30, 2021, ensuring compliance with applicable accounting standards and GEM listing rules[114]. - The Audit Committee is composed entirely of independent non-executive directors, ensuring independence and objectivity in financial reporting[110]. - The company has implemented a comprehensive internal control system, which was reviewed by the Audit Committee[115]. - The Nomination Committee evaluates the independence of independent non-executive directors annually[104]. - The company has a structured process for selecting and recommending candidates for the board, considering various diversity aspects[108]. - The company has adopted a board diversity policy, focusing on a balanced mix of skills, experience, and diverse perspectives[107]. - The company has established a compensation committee to assist the board in formulating compensation policies and reviewing the remuneration of senior management and directors[183]. Management and Leadership - The company’s board of directors includes an executive director who also serves as the chairman and CEO[11]. - The independent auditor for the company is Hong Kong Lee & Associates CPA Limited[11]. - The company has been led by Ms. Xie Yingqian, who has approximately 20 years of experience with the group and is responsible for overall business strategy and performance oversight[62]. - Ms. Chen Jing, appointed as an executive director in October 2020, has nearly 20 years of experience in the Hong Kong retail industry, focusing on human resources within the group[62]. - Ms. Chen Zhitong, the marketing director since 2015, has been involved in the group's marketing activities and was appointed as an executive director in December 2018[63]. - The group has a strong management team with diverse backgrounds, including legal, retail, and accounting expertise, enhancing its operational capabilities[65][66][67]. - Ms. Fan Meili, the current operations manager, has over 10 years of experience in the restaurant industry, overseeing daily operations and employee training[68]. - The company emphasizes employee performance evaluation and training standards to improve service quality across its establishments[68]. - The management team is actively involved in negotiating with potential business partners to drive growth and expansion[62]. Shareholder Information - The company’s dividend policy aims to allow shareholders to share in profits while retaining sufficient liquidity for future growth opportunities[97]. - The board of directors has a policy to review the dividend policy periodically, without guaranteeing any specific amount of dividends during any designated period[98]. - As of March 31, 2021, the company's distributable reserves amounted to approximately HK$13 million, down from HK$55 million as of March 31, 2020[151]. - The net proceeds from the share placement on the listing date amounted to approximately HK$45.2 million after deducting listing-related expenses[149]. - As of March 31, 2021, the directors and key executives held approximately 431,543,700 shares, representing 50.18% of the issued share capital[160]. - Moment to Moment holds 431,543,700 shares, representing approximately 50.18% of the company's issued share capital[162]. - The company has not granted any share options since the adoption of the share option plan on December 17, 2016, and there are no unexercised options as of March 31, 2021[168]. - The maximum number of shares that may be issued under the share option plan is capped at 30% of the company's issued share capital[172]. - The company has a maximum limit of 1.0% of its issued share capital for the total number of shares that can be issued to each participant in any 12-month period under the share option plan[175]. - The largest supplier accounted for approximately 26.36% of the total procurement amount, while the top five suppliers together represented about 84.28% of the total procurement[190]. - The company has confirmed that its public float complies with the GEM listing rules, with 25% of its issued shares held by the public as of the reporting date[197]. - There were no arrangements made during the year for the purchase, sale, or redemption of any listed securities by the company or its subsidiaries[189]. - The company has not entered into any management or administrative contracts concerning its overall or any significant part of its business during the year[192]. - The company received annual confirmations from the covenant parties regarding their compliance with the non-competition agreements as of June 2021[199]. - Independent non-executive directors reviewed and assessed the effectiveness of the non-competition agreements, confirming compliance for the year[199]. - No significant transactions, arrangements, or contracts involving the company or its subsidiaries and directors with substantial interests were reported for the year, aside from those disclosed in financial statement note 28[200].
太平洋酒吧(08432) - 2021 - 年度财报