Corporate Governance - The company established a remuneration committee on July 23, 2018, in accordance with GEM listing rules, which includes all independent non-executive directors[4]. - The nomination committee held four meetings to review the board's structure, size, and composition, and to assess the independence of non-executive directors[8]. - The company emphasizes the importance of diversity in its board composition, considering factors such as gender, age, experience, and professional knowledge[9]. - The remuneration committee is authorized to determine the specific remuneration of all executive directors and senior management, ensuring fairness and transparency[14]. - The company’s governance policies and practices are regularly reviewed to ensure compliance with legal and regulatory requirements[11]. - The board is responsible for overseeing the company’s governance functions, including the development and review of governance policies[11]. - The company has established a clear process for the appointment and re-election of directors, ensuring compliance with GEM listing rules[12]. - The company has adopted the corporate governance code as per GEM Listing Rules Appendix C1, ensuring compliance with all applicable code provisions during the fiscal year[107]. - The board of directors acknowledges the importance of good corporate governance in the management structure, internal controls, and risk management processes[106]. - The company has implemented a robust internal control system to enhance accountability and transparency[106]. - The company is focused on maintaining compliance with the GEM Listing Rules, particularly regarding the composition of the board and audit committee[108]. - The company has a dedicated compliance officer to oversee adherence to regulatory requirements[102]. - The company emphasizes the importance of continuous professional development for its directors and senior management[113]. - The board consists of seven members, including executive and independent non-executive directors, ensuring a balanced composition for effective independent judgment[120]. - All independent non-executive directors have confirmed their independence according to GEM Listing Rules, ensuring compliance with independence guidelines[124]. - The board has adopted a diversity policy, ensuring that at least one-third of the board consists of independent non-executive directors[136]. - The company is committed to increasing the proportion of female board members as suitable candidates are identified, with annual reviews of the diversity policy's effectiveness[138]. - The board will continue to consider various factors, including gender, age, and professional experience, in recruitment to achieve gender diversity[138]. - The company has confirmed that all directors adhered to the trading compliance standards during the fiscal year[115]. - The company has a commitment to fulfilling its responsibilities to shareholders and enhancing shareholder value through good corporate governance practices[105]. Financial Performance - The group's revenue for the fiscal year ending August 31, 2024, was approximately HKD 3,277,000, a decrease of about 90.4% compared to HKD 34,291,000 for the fiscal year ending August 31, 2023[30]. - The group recorded a profit of approximately HKD 40,073,000 for the fiscal year, compared to a loss of HKD 13,879,000 in the previous year, primarily due to the proceeds from the sale of its Singapore business[30]. - Total revenue for the current year was HKD 3,277,000, down approximately 90.4% from HKD 34,291,000 in 2023, with restaurant operations contributing HKD 2,854,000, a decrease of about 91.6%[47]. - Gross profit fell from approximately HKD 26,123,000 in 2023 to about HKD 2,416,000 in the current year, with gross margin stable at 76.2% and 73.7% respectively[49]. - Other income increased significantly from approximately HKD 1,583,000 in 2023 to about HKD 51,080,000 in the current year, primarily due to the sale of the Singapore restaurant business generating HKD 51,267,000[50]. - Employee costs decreased from HKD 19,086,000 in 2023 to HKD 5,749,000 in the current year, a reduction of approximately 69.9%[51]. - Depreciation and amortization expenses decreased from approximately HKD 5,193,000 in 2023 to about HKD 562,000, a decline of approximately 89.2%[53]. - Financial costs dropped from approximately HKD 1,028,000 in 2023 to about HKD 105,000, a decrease of approximately 89.8%[57]. - The company recorded a profit of approximately HKD 40,073,000 in the current year, compared to a loss of HKD 13,879,000 in 2023, mainly due to the closure and sale of Singapore restaurants[59]. - As of August 31, 2024, the company's total liabilities were approximately HKD 32,024,000, down from HKD 58,257,000 in 2023, reflecting a decrease of HKD 26,278,000[60]. - The company reported a non-current liability of HKD 1,189,000 as of August 31, 2024, compared to HKD 15,167,000 in the previous year, indicating a significant reduction of approximately 92.2%[193]. - The company's equity attributable to owners decreased to HKD (24,444,000) as of August 31, 2024, from HKD (42,569,000) the previous year, reflecting an improvement of 42.6%[193]. - The total issued share capital increased from HKD 5,280,000 in 2023 to HKD 5,838,000 in 2024, representing an increase of 10.5%[193]. - The company recorded a total comprehensive expense of HKD 14,122,000 for the year, which includes a loss of HKD 13,382,000[197]. - The company has not experienced any significant violations of applicable laws and regulations during the year[198]. - The company maintained a sufficient public float, with at least 25% of its issued shares held by the public, in compliance with GEM listing rules[200]. Business Operations - The company closed all 11 self-operated restaurants and one central kitchen due to poor performance and termination of lease agreements[31]. - The company acquired 51% of PDR's Dinning Limited, which operates the Windmill Restaurant & Bar in Hong Kong, on January 25, 2024[31]. - The company is expanding its food supply chain business in Shenzhen and has established partnerships for food technology services[32]. - The company plans to expand its restaurant network in the Greater Bay Area and develop more restaurant brands to enhance market position[34]. - The company signed a memorandum of understanding with SDM Education Group to provide catering services in Singapore schools[35]. - The company is exploring multiple new restaurant brands in Hong Kong to capitalize on local market opportunities[35]. - As of August 31, 2024, the company operates one restaurant in Hong Kong after closing all Singapore locations[40]. - The company aims to enhance its food supply chain business to provide higher quality food products[41]. - The company is optimistic about future operations and is focusing on growth potential in Southeast Asia and mainland China[41]. - The company plans to increase its marketing efforts and management capabilities to improve regional market positions[41]. - The company is actively seeking profitable restaurant acquisitions in other regions, including Hong Kong and China, and is implementing strict cost control measures[61]. - The company has not engaged in any fundraising activities during the year[177]. - The company operates in restaurant operations, food ingredient sales, and food supply chain services[176]. Cash Management - The company reported a net cash outflow of HKD 512,000 from investing activities for the year, compared to HKD 3,102,000 in the previous year[172]. - Cash and cash equivalents at the end of the year amounted to HKD 626,000, down from HKD 1,359,000 at the beginning of the year[172]. - The company generated a net cash inflow of HKD 4,774,000 from financing activities, an increase from HKD 3,113,000 in the previous year[172]. - The company maintains a prudent cash management policy to ensure readiness for future growth opportunities[82]. Acquisitions and Investments - The company acquired 51% equity in PDR's Dining Limited for a total consideration of HKD 1 million, issuing 1,582,280 shares at a price of HKD 0.632 per share, which represents a discount of approximately 16.84% from the market price of HKD 0.76 on March 12, 2024[72]. - The financial statements of PDR's Dining Limited will be consolidated into the company's financial statements following the acquisition[72]. - The company has undergone acquisitions during the year, which are expected to significantly impact its performance[187]. - The company has no significant investments or acquisitions planned for the future, as of the report date[85]. Risk Management - The company faces risks related to customer preference changes and competition in the restaurant and dining market[73]. - The company has no significant foreign exchange risk as its operations are primarily denominated in RMB and HKD[74]. - The company has not incurred any capital commitments as of August 31, 2024[84]. - The company has no significant contingent liabilities or pledged assets as of August 31, 2024[86].
千盛集团控股(08475) - 2024 - 年度财报