Financial Performance - The group recorded a revenue of approximately HKD 200,000, a decrease of about 72.5% compared to HKD 700,000 in the previous year due to the impact of COVID-19 and the temporary closure of all casinos in Cambodia since April 1, 2020[14]. - The net loss for the year was approximately HKD 3,700,000, a significant reduction of about 91.4% from the previous year's loss of approximately HKD 43,000,000, primarily due to an increase in fair value gains on financial assets and liabilities[14]. - The total number of tourists visiting Cambodia dropped by 85%, from 1,300,000 in 2020 to 196,495 in 2021, significantly impacting the company's operations[22]. - The group reported a net loss attributable to owners of approximately HKD 3,675,000 for the fiscal year ending March 31, 2022[193]. - The group experienced a net cash outflow from operations of approximately HKD 15,236,000 during the same fiscal year[193]. - The company's main business, gaming operations, recorded no revenue for the fiscal year ending March 31, 2022, due to severe disruptions from the COVID-19 pandemic[194]. - The company has not recorded any revenue from gaming operations for the fiscal years ending March 31, 2022, and March 31, 2021, highlighting the ongoing challenges faced[194]. Assets and Liabilities - As of March 31, 2022, the total assets of the group were approximately HKD 133,600,000, an increase from HKD 114,400,000 in the previous year, while total liabilities rose to HKD 26,700,000 from HKD 23,000,000[19]. - The group's total liabilities amounted to approximately HKD 26,700,000, an increase of about HKD 3,700,000 from HKD 23,000,000 as of March 31, 2021[15]. - The group has a net debt of approximately HKD 26,700,000, primarily due to other borrowings of HKD 100,200,000 and convertible bonds of HKD 46,500,000[34]. - As of March 31, 2022, the group had current liabilities of approximately HKD 65,072,000 and total liabilities of approximately HKD 26,670,000[193]. Business Operations and Strategy - The company plans to consider business restructuring and focus on its core operations and gaming-related activities to mitigate regional risks and enhance operational efficiency[10]. - The successful rollout of vaccinations in Cambodia and the full reopening of borders are expected to significantly boost the local economy and the company's business prospects[10]. - The company is actively exploring various business opportunities and maintaining communication with local governments to adapt to regulatory changes[6]. - The group remains optimistic about its business outlook, expecting revenue contributions from the gaming tables to begin in the second half of 2022[26]. - The management plans to reopen the gaming table business in the Dara Sakor investment zone in Cambodia, with operations expected to start in September 2022, contingent on the ongoing recovery from COVID-19[92]. - The company is focusing on its existing gaming table business rather than exploring new gaming-related opportunities due to the ongoing adverse effects of COVID-19[97]. Corporate Governance - The company is committed to maintaining high standards of corporate governance to enhance transparency and accountability[38]. - The board believes that the dual role of the chairman and CEO can provide strong and cohesive leadership for the group[39]. - The company has adopted strict guidelines for securities trading by directors, ensuring compliance with the relevant standards[44]. - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a diverse skill set and experience[50]. - The independent non-executive directors have served for over 9 years, maintaining their independence and providing constructive contributions to the board[52]. - The board diversity policy emphasizes various factors such as gender, age, cultural background, and professional experience in selecting board members[46]. - The nomination committee evaluates candidates based on their qualifications, skills, and the need for board diversity, ensuring a balanced representation[48]. - The chairman and CEO roles are clearly defined, with the chairman focusing on overall strategy and governance, while the CEO manages daily operations[51]. - The company has received annual independence confirmation from all independent non-executive directors, affirming their compliance with independence standards[54]. - The board is committed to regular reviews of the independence of its members to ensure ongoing compliance with regulatory requirements[52]. Risk Management and Compliance - The company has implemented risk management strategies including risk retention and reduction, risk avoidance, risk sharing, and risk transfer[76][77]. - The external consultant engaged for internal audit functions did not identify any significant deficiencies in the internal control system as of March 31, 2022[78]. - The company has established compliance procedures to ensure adherence to applicable laws and regulations, with no significant non-compliance issues reported during the review period[110]. - The independent auditor has expressed a disclaimer of opinion due to significant uncertainties regarding the group's ability to continue as a going concern[192]. - There are significant uncertainties regarding the company's ability to continue as a going concern, which may require adjustments to asset valuations and liabilities if the going concern assumption is not appropriate[195]. Shareholder Relations and Financing - The company has received a commitment from Mr. Wu, the major shareholder, to provide financial support for at least 12 months until June 30, 2023, to ensure operational funding[93]. - The company does not plan to declare dividends for the year ending March 31, 2022, consistent with the previous year[103]. - The company has taken measures to improve liquidity and financial conditions amid the challenges posed by the pandemic[88]. - The company is actively controlling administrative costs and capital expenditures to mitigate the impact of COVID-19 and government stimulus measures on operations[198]. Stock Options and Shareholding - The company has a stock option plan that allows for the issuance of up to 10% of the issued share capital as options, with a total of 51,319,917 options approved for issuance[124]. - The stock option plan is designed to reward eligible participants for their contributions to the company[121]. - The company has established a maximum allocation for eligible participants under the stock option plan, limiting the total number of shares to 1% of the issued share capital[127]. - The company granted a total of 4,218 thousand stock options as of March 31, 2022, after accounting for 2,400 thousand options that expired[135]. - The exercise price for stock options granted ranges from HKD 2.00 to HKD 13.45, with the highest number of options (610 thousand) granted at an exercise price of HKD 2.80[135]. - The company’s shareholding structure indicates a high concentration of ownership among a few key individuals, which may impact governance dynamics[149]. Casino Operations - The new casino in Dara Sakor, Koh Kong Province, began operations on November 4, 2021, with two gaming tables transferred to Victor Mind Global Limited for operation[24]. - The transfer agreement allows Lion King to fully manage the gaming table operations, while the company is responsible for operational costs, including taxes and employee recruitment[156]. - The reopening of the new casino was initially scheduled for January 31, 2021, but was delayed due to COVID-19 pandemic restrictions[163]. - The guaranteed profit for the first 12 months post-transfer is set at no less than HKD 28,000,000, and for the subsequent 12 months at no less than HKD 32,000,000[175].
世纪娱乐国际(00959) - 2022 - 年度财报