Financial Performance - The company reported a total customer sales revenue of HKD 186.8 million, an increase of 285.2% compared to HKD 48.5 million in the previous year[6]. - Total revenue for the year was HKD 40.3 million, up 291.3% from HKD 10.3 million in the prior year[12]. - The company recorded a loss attributable to shareholders of HKD 2.2 million, significantly improved from a loss of HKD 17.9 million in the previous year[9]. - Basic loss per share was HKD 0.4, compared to HKD 3.5 in the previous year[12]. - The company did not recommend a final dividend for the year ending March 31, 2023, consistent with the previous year[12]. - Other income and gains increased from HKD 7.9 million to HKD 12.3 million, primarily due to a significant rise in rental revision income from HKD 170,000 to HKD 4.2 million[18]. - Sales and distribution costs rose by 76.7% to HKD 15.9 million, attributed to increased frontline staff and sales commission expenses[19]. - Administrative and other operating expenses increased by 2.9% to HKD 21.5 million, mainly due to rising employee costs[20]. - The group achieved an operating cash inflow of HKD 17.6 million, compared to an outflow of HKD 7.6 million in the previous year[22]. - The group had a net asset value of HKD 59.6 million, down from HKD 61.2 million in the previous year[22]. - The group has committed capital expenditure of HKD 711,000 for property, plant, and equipment acquisitions, up from HKD 172,000 in the previous year[25]. - The group recorded a foreign exchange loss of HKD 1.4 million, compared to a foreign exchange gain of HKD 1.1 million in the previous year[27]. Business Operations - The company launched various travel products, including staycation packages and local day tours, in response to market demand[9]. - The outbound travel business resumed in October 2022 after a two-year hiatus, with successful tours to Germany and other destinations[9]. - Future investments will focus on enhancing branch networks and upgrading IT and office equipment to support recovery[10]. - The company anticipates challenges in employee recruitment and compensation due to labor shortages in Hong Kong[10]. - The company aims to maintain a cautious approach to resource allocation while remaining optimistic about future business growth[10]. - The group's online business recorded continuous growth, focusing on sales of theme park tickets, train tickets, bus tickets, ferry tickets, and staycation packages[13]. - The company continues to monitor market developments closely and will adopt flexible measures and strategies to align with the latest market trends[29]. - The travel product demand is showing a strong upward trend, although the operating environment remains challenging due to various factors[29]. - The company plans to enhance its profitability by investing in frontline staff and new leases while strengthening online sales channels[29]. - The company is committed to prudent financial management to control cost efficiency and improve operational effectiveness[29]. - The company aims to enhance competitiveness and resilience to achieve sustainable business growth[29]. - The company has enhanced frontline service quality and diversified its travel products and services to differentiate from online travel agents[94]. Governance and Board Structure - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring compliance with listing rules[39]. - The board held four regular meetings during the year, adhering to the scheduled meeting framework[42]. - The roles of the chairman and CEO are separated, with Mr. Ko Wai Ming as chairman and Ms. Cheng Hang Fan as CEO, promoting effective governance[44]. - Independent non-executive directors confirmed their independence, meeting the criteria set out in listing rules[40]. - The company encourages continuous professional development for directors, ensuring they stay updated on business and regulatory developments[46]. - The board believes that the contributions of experienced directors enhance the company's business prospects[44]. - The company has a structured process for appointing directors, ensuring compliance with the company's articles of association[43]. - The board has maintained a balance of power and authority, with regular meetings to discuss operational matters[44]. - The company provides monthly updates to all board members, including independent non-executive directors, to keep them informed[42]. - The independent non-executive director Mr. Mak King Siu has served on the board for over nine years, contributing valuable insights[39]. - The Nomination Committee reviewed the board's structure and composition, finding it suitable without recommending further changes[49]. - The Remuneration Committee reviewed and proposed the remuneration scheme for directors and senior management for the fiscal year 2023 to 2024[51]. - The Audit Committee monitored the relationship with external auditors and ensured the integrity of the company's financial statements[53]. - The company has established three committees: Nomination, Remuneration, and Audit, all led by independent non-executive directors[47]. - The Nomination Committee proposed the appointment of Mr. Xie Jin Tian as an independent non-executive director and chairman of the Remuneration Committee[49]. - The Remuneration Committee is responsible for establishing transparent remuneration policies for directors and senior management[51]. - The Audit Committee reviewed the financial control, risk management, and internal control systems of the company[53]. - The company adopted a nomination policy in 2019 to enhance board diversity and governance standards[49]. - The attendance records for board meetings and committee meetings were documented, showing full participation from executive and independent directors[47]. - The company ensured that remuneration for directors aligns with contractual terms and is fair and reasonable[51]. - As of March 31, 2023, the board consists of four male members and one female member, achieving gender diversity in line with the company's diversity policy[56]. - Approximately 57.0% of the group's employees, including senior management, are female, with 62.5% of the management team being female, indicating a commitment to gender diversity[56]. Risk Management - The company has adopted a risk management policy since 2016 to identify, assess, and mitigate risks, with the overall risk level assessed as moderate[61]. - The company has a formal whistleblowing policy in place, but no complaints or reports were received during the review year[62]. - The board is responsible for preparing financial statements that fairly reflect the group's financial position and performance, confirming no doubts about the company's ability to continue as a going concern[63]. - The company has a dividend policy aimed at providing stable and sustainable returns to shareholders while retaining sufficient reserves for future development[67]. - The company encourages timely communication with shareholders regarding financial performance and major business developments, with no shareholder questions received during the year[68]. - The board will regularly review its composition and diversity to ensure ongoing effectiveness in meeting the company's needs[56]. - The company has established a comprehensive internal control system to safeguard shareholder investments and company assets[61]. - The company adopted a revised and restated memorandum and articles of association at the 2022 annual general meeting to comply with the latest applicable laws and regulations in the Cayman Islands[73]. - The risk management framework categorizes risks into strategic, financial, compliance, and operational risks, which are regularly assessed for their potential impact and likelihood[76]. - The board of directors is responsible for ensuring an appropriate risk management framework and process, with updates on identified risks provided every six months[78]. - The risk management team, led by the CEO, is tasked with implementing the risk management policy and continuously monitoring identified risks[80]. - The company allows shareholders to propose suggestions for discussion at general meetings, enhancing shareholder engagement[72]. - Shareholders holding at least 10% of voting rights can request a special general meeting within two months of submission[71]. - The company has established a risk management policy to identify, assess, and mitigate risks effectively[75]. - The risk assessment process involves identifying potential threats and evaluating their impact on the company's strategic objectives[82]. - The company’s articles of association allow for hybrid and electronic meetings, facilitating broader participation from shareholders[73]. - The risk management team updates the audit committee quarterly on major risk changes and appropriate mitigation measures[81]. - The company has identified risks categorized into levels A, B, C, D, or N based on a matrix assessing severity and likelihood[87]. - Risk management policies have been implemented to identify, analyze, and monitor risks continuously, with regular reviews to identify new risks[88]. - The company faces significant competitive pressure from online travel agents and low-cost airlines, impacting business performance and profit margins[92]. - The risk management team reviews and updates the risk register quarterly, ensuring appropriate measures are taken for identified risks[93]. - Foreign exchange risk is monitored closely, with policies in place to mitigate potential impacts from currency fluctuations[95]. - Financial investment activities are regulated with clear policies to limit investment losses to approved caps[96]. - The company is committed to compliance with relevant laws and regulations, with no significant compliance risks identified during the year[97]. - IT security measures have been upgraded, including new firewalls and regular data backups, to protect against potential cyber threats[98]. Employee and Workplace Safety - The company has implemented various health and safety measures, including mandatory mask-wearing and temperature checks for all employees and visitors[133]. - Employee training programs have been established, focusing on customer service and sales skills, although frontline training was limited due to COVID-19[139]. - The company encourages continuous professional development for its directors and senior management, covering governance and regulatory updates[139]. - A total of 23.5 hours of training were provided to employees at the managerial level during the 2022/2023 fiscal year[138]. - The company has a clear career progression plan for frontline employees, promoting talent development and retention[142]. - The company emphasizes employee recognition through awards for long service, with one employee honored for 30 years of service during the reporting period[139]. - The company actively promotes a safe working environment and has invested resources in improving safety management measures[131]. - The company recorded zero work-related injuries during the reporting period, maintaining a consistent record from the previous year[135]. - There were no lost workdays due to injuries, reflecting the company's commitment to workplace safety[135]. - The company has established internal guidelines for extreme weather events to ensure employee safety and minimize property loss[122]. Environmental and Social Responsibility - The group is committed to ethical business practices and sustainable development across all operations[100]. - The group has implemented various IT measures to reduce unnecessary waste and lower carbon emissions, including video conferencing and electronic training programs[112]. - The group donated 200 monitors to charitable organizations to reduce electronic waste and extend the lifespan of computers[116]. - The group encourages employees to conserve water and has posted reminders in common areas to promote water-saving practices[115]. - The group reused office furniture and equipment during relocations to minimize carbon footprint and save costs[117]. - The group has established a stakeholder communication policy to enhance dialogue with shareholders and ensure timely information dissemination[107]. - The group actively collects customer feedback through various channels, including its websites and direct email communications[108]. - The group is focused on maintaining compliance with relevant laws and regulations governing its business activities in Hong Kong[111]. - The group aims to balance stakeholder interests through constructive dialogue and long-term relationship building[106]. - Electricity consumption decreased by 62.4% to 62,333 kWh in 2022/23 from 165,610 kWh in 2021/22[120]. - Paper consumption increased to 9,523 tons in 2022/23, reflecting the growth in business operations post-COVID-19[120]. - The company has implemented various energy-saving measures, including replacing traditional bulbs with LED lights to reduce greenhouse gas emissions[121]. - The company encourages the use of electronic documents to minimize paper consumption and has adopted a paperless office approach[121]. - The company plans to continue exploring innovative ways to reduce resource consumption and environmental impact in the future[120]. - The group made charitable donations totaling HKD 10,000 during the year, consistent with the previous year[163]. - The group has no bank borrowings as of March 31, 2023[162]. - The group has not engaged in any purchases, sales, or redemptions of its listed securities during the year[168]. - The group’s main business is investment holding, with subsidiary operations detailed in the consolidated financial statements[155]. - The group has no investment properties as of March 31, 2023[161]. - The group has implemented anti-corruption measures, including distributing anti-corruption pamphlets to new employees[153]. - The group’s five largest customers accounted for less than 30% of total revenue during the year[171]. Shareholder Information - As of March 31, 2023, the total equity held by Mr. Gao and Mrs. Gao in the company is 369,325,000 shares, representing approximately 72.44% of the issued share capital[181]. - Mr. Gao and Mrs. Gao each hold 500,000 stock options, totaling 1,000,000 options, which is approximately 0.196% of the issued share capital[183]. - The company has a stock option plan that allows for the issuance of up to 10% of the shares in circulation at the time of listing, which equates to a maximum of 50,000,000 shares[186]. - The stock options can be exercised at any time within a period determined by the board, not exceeding 10 years from the grant date[187]. - A total of 31,000,000 stock options were granted to employees and a consultant on September 27, 2021, allowing for the purchase of an equivalent number of shares[188]. - The company granted a total of 27,100,000 stock options, with 8,700,000 options exercised during the year, leaving a balance of 18,400,000 options available[191]. - Major shareholder Gao Xuan Group holds 356,715,000 shares, representing approximately 69.96% of the issued share capital[193]. - The investment cap remains unchanged at HKD 45 million, with total investments valued at HKD 2,200,000 as of March 31, 2023[198].
专业旅运(01235) - 2023 - 年度财报