Financial Performance - The company recorded a revenue growth of approximately 5.4% to HKD 111.8 million for the year ending March 31, 2019, compared to HKD 106.1 million in 2018[13] - The loss attributable to equity holders was approximately HKD 8.1 million, an increase from HKD 1.1 million in 2018, primarily due to increased listing expenses of about HKD 14.6 million[13] - For the fiscal year ending March 31, 2019, the group's total revenue from merchant acquiring business was approximately HKD 111.8 million, an increase of about 5.3% from HKD 106.1 million in 2018[21] - Merchant acquiring transaction fee income was approximately HKD 86.3 million, up about 5.9% from HKD 81.5 million in 2018[21] - The cost of services provided totaled approximately HKD 79.2 million, reflecting an increase of about 4.6% compared to HKD 75.7 million in 2018[23] - Gross profit for the fiscal year was approximately HKD 32.6 million, representing an increase of about 7.2% from HKD 30.4 million in 2018[24] - General administrative expenses rose to approximately HKD 11.8 million, a significant increase of about 42.2% from HKD 8.3 million in 2018[25] - The group recorded a net loss attributable to owners of approximately HKD 8.1 million, compared to a net loss of HKD 1.1 million in 2018, primarily due to non-recurring listing expenses[28] Revenue Sources - The company’s revenue sources include merchant acquiring transaction fee income, foreign exchange discount income, and marketing and distribution service income[19] - The company’s foreign exchange discount income is derived from daily settlements with UnionPay International, benefiting from favorable exchange rates[19] - The company’s marketing and distribution service income is generated through its merchant network to expand the use of payment service systems[19] Business Strategy and Development - The company aims to maintain cost awareness through strict cost control measures to enhance business performance[14] - The company will actively seek business opportunities that promote and sustain future development for better returns to shareholders[14] - The company is committed to closely monitoring market conditions and adjusting its business strategies in response to fluctuations in transaction values from its merchant network[19] Corporate Governance - The company has adopted the corporate governance code as per GEM listing rules since its listing on October 16, 2018[64] - The company has complied with applicable corporate governance codes from the listing date until March 31, 2019[65] - The board of directors consists of experienced members, including one non-executive director and three independent non-executive directors, ensuring effective management and business development[77] - The company has appointed at least three independent non-executive directors as required by GEM listing rules, with at least one possessing professional qualifications in accounting or related financial management[78] - The company has implemented a board diversity policy, considering various factors such as gender, age, and professional experience to achieve diversity[73] - The board is responsible for overseeing the company's business strategies and performance, ensuring effective internal controls and risk management[68] - The company has not held any shareholder meetings during the reporting year, with all directors attending board meetings[75] Financial Oversight - The financial director has over 17 years of experience in auditing, accounting, and financial management, enhancing the company's financial oversight[58] - The company has a structured approach to appointing directors, ensuring compliance with its articles of association regarding rotation and re-election[72] - The audit committee held two meetings during the fiscal year ending March 31, 2019, with all members attending both meetings[82] - The remuneration committee conducted one meeting during the fiscal year, reviewing the company's remuneration policies and providing recommendations on executive compensation[84] - The nomination committee held one meeting during the fiscal year, assessing the board's structure, size, and diversity[87] Environmental and Social Responsibility - The group reported a total greenhouse gas emission of 34,161 kg CO2e for the year ended March 31, 2019, with a density of 1,485 kg CO2e per person[113] - Scope 2 emissions accounted for 25,967 kg CO2e, while Scope 3 emissions were 8,194 kg CO2e[113] - The group has implemented energy efficiency measures in multiple office locations to reduce greenhouse gas emissions, including installing high-performance electrical equipment and encouraging employees to turn off unnecessary devices[114] - The group generated no hazardous solid waste during the year ended March 31, 2019, only managing household solid waste[112] - Water consumption was minimal, and the group encourages employees to adopt water-saving behaviors[117] - The group is committed to sustainable development and has published an environmental, social, and governance report in accordance with GEM listing rules[105] - The group has established a health and safety management system to ensure a safe working environment[126] - There were no recorded work-related injuries or lost days due to accidents during the fiscal year ending March 31, 2019[126] - The group emphasizes employee training and development, conducting annual performance evaluations[129] - The group adheres to local labor laws and maintains a zero-discrimination policy in the workplace[131] - The group actively engages in community investment and encourages employees to volunteer their time and skills[137] Shareholder Information - The largest customer accounted for approximately 47.6% of the total revenue for the year ended March 31, 2019, compared to 48.4% in 2018[151] - The top five customers contributed about 80.6% of total revenue for the year ended March 31, 2019, down from 81.9% in 2018[151] - The company had distributable reserves of approximately HKD 38.4 million as of March 31, 2019, compared to none in 2018[156] - The net proceeds from the issuance of new shares, after deducting underwriting fees and other expenses, amounted to approximately HKD 51.1 million[164] - The board does not recommend the payment of a final dividend for the year ended March 31, 2019[148] - The company has not issued any bonds for the year ended March 31, 2019[154] - There were no purchases, sales, or redemptions of the company's listed securities during the year ended March 31, 2019[159] - The company has a stock option plan that allows for the issuance of up to 100,000,000 shares, representing 10% of the existing issued share capital as of the report date[161] - The company has not made any charitable donations of HKD 10,000 or more during the year ended March 31, 2019[163] Compliance and Legal Matters - The company has received independence confirmation from all independent non-executive directors as per GEM Listing Rules[170] - As of March 31, 2019, the company had a total of 1,000,000,000 shares issued, with Mr. Yu holding 157,500,000 shares, representing 15.75% of the total issued shares[179] - Meiya Group Limited holds 525,000,000 shares, accounting for 52.50% of the total issued shares[184] - The company has no significant violations of applicable laws and regulations that would materially affect its business and operations for the year ending March 31, 2019[176] - The company has made appropriate insurance arrangements to cover any legal actions against directors, reviewed annually[173] - There were no management or administrative contracts established regarding the overall or any significant part of the group's business during the year[188] - The company is committed to environmental protection and compliance with relevant laws and regulations[175] - No significant related party transactions were reported that constitute connected transactions under the listing rules[178] - The company has achieved compliance with the corporate governance code as per GEM listing rules, except for minor deviations[174] - As of March 31, 2019, there were no other directors or key executives holding shares or related securities in the company or its affiliates[180] - The company encourages environmental awareness among employees and adheres to environmental protection laws and regulations[175] - The company has maintained sufficient public float since its listing date according to GEM listing rules[191] - The independent non-executive directors have confirmed compliance with the non-competition agreement established on September 18, 2018[190] - The consolidated financial statements for the year ended March 31, 2019, have been audited by Zhongzhengzhonghuan (Hong Kong) CPA Limited[195] - No significant events requiring disclosure have occurred from March 31, 2019, to the date of the report[196] - The company has appointed Prosperous Finance Limited as its compliance advisor to provide guidance on applicable laws and GEM listing rules[192]
东方支付集团控股(08613) - 2019 - 年度财报