Financial Performance - For the fiscal year ending March 31, 2023, the company recorded revenue of approximately HKD 845.8 million, a decrease of about 14.9% compared to HKD 993.3 million for the fiscal year ending March 31, 2022[8]. - The group's revenue for the year was approximately HKD 845.8 million, a decrease of about 14.9% compared to HKD 993.3 million in 2022, primarily due to the impact of the pandemic in mainland China and Hong Kong[26]. - The cost of goods sold for the year was approximately HKD 230.8 million, down about 18.2% from HKD 282.1 million in 2022, representing 27.3% of total revenue, a decrease from 28.4% in the previous year[27]. - The group's gross profit for the year was approximately HKD 615 million, a decrease of 13.5% from HKD 711.2 million in 2022, mainly due to revenue decline caused by pandemic restrictions[28]. - Employee costs for the year were approximately HKD 295.8 million, a decrease of about 11.4% from HKD 334 million in 2022, attributed to the closure of loss-making restaurants and reduced social security contributions in mainland China[29]. - The group reported a profit of approximately HKD 55,900,000 for the year, a turnaround from a loss of HKD 124,000,000 in 2022, primarily due to gains from property sales and rental adjustments[39]. - Cash and cash equivalents, along with time deposits, totaled approximately HKD 286,000,000, an increase of about HKD 182,700,000 from HKD 103,300,000 in 2022[40]. - The group's current ratio improved to approximately 1.3 times, up from 1.0 times in 2022, with current assets totaling about HKD 385,900,000[40]. - The group had no interest-bearing bank borrowings as of March 31, 2023, resulting in a debt-to-equity ratio of 0%, down from 12.8% in 2022[41]. - The company's distributable reserves amounted to HKD 456,126,000, a slight decrease from HKD 457,286,000 on March 31, 2022, representing a decline of approximately 0.25%[174]. Operational Changes - As of March 31, 2023, the company operated a total of 79 restaurants across Hong Kong, Macau, mainland China, and Singapore[17]. - The company closed 5 restaurants in Hong Kong, 5 in mainland China, and 1 in Singapore during the fiscal year, while opening 4 in Hong Kong and 1 in mainland China[8]. - The company plans to continue promoting takeaway services and closely monitor the labor market to hire more quality talent[10]. - The company has engaged in cost control measures, including negotiating rent reductions and adjusting menu items to manage rising ingredient costs[8]. - The group has adjusted its operational strategies in response to the pandemic, including optimizing restaurant hours and reallocating staff to mitigate health and safety impacts[29]. - The group has resumed operations at its airport restaurants as of April 1, 2023, after a suspension due to a significant drop in passenger traffic caused by the pandemic[55]. - The group expects its operational performance to gradually improve with the increase in tourist numbers[55]. Strategic Plans - The company aims to expand its business in the Guangdong-Hong Kong-Macao Greater Bay Area and overseas markets[8]. - The group plans to focus on developing new restaurants in key cities of the Greater Bay Area and aims to establish flagship stores and multiple "Tsui Wah Express" restaurants in each region[21]. - In Singapore, the group maintains a strategic partnership with Jumbo Group to operate Hong Kong-style tea restaurants, aiming to build a strong international reputation among Singapore's population of approximately 5.5 million[22]. - The group plans to diversify its business and revenue sources in response to the pandemic, focusing on developing new brands and exploring new business models[55]. - The group aims to accelerate its entry into overseas markets and the Guangdong-Hong Kong-Macao Greater Bay Area, enhancing marketing efforts to expand its customer base[55]. Corporate Governance - The company has maintained compliance with all applicable corporate governance code provisions since January 2022[78]. - The board of directors is responsible for leading and controlling the company, with a focus on making objective decisions in the best interest of the company[79]. - The company emphasizes the importance of board independence for effective corporate governance and decision-making[82]. - The board regularly reviews and adheres to the company's corporate governance policies to ensure compliance with the governance code[78]. - The company has established committees within the board to oversee various responsibilities, enhancing governance effectiveness[79]. - The company is committed to high levels of corporate governance to protect shareholder interests and ensure sustainable development[77]. - The board provides monthly operational information detailing recent performance and company data[79]. - The company has mechanisms in place to ensure independent viewpoints are communicated to the board, enhancing decision-making objectivity[82]. - The company has a structured approach to risk management and internal controls, which is overseen by the board[79]. - The board held 7 meetings during the year, with all directors actively participating in the annual general meeting and special meeting[85]. - The chairman and CEO roles are separated, ensuring effective governance and management oversight[86]. - The board consists of 8 members, including 3 executive directors, 2 non-executive directors, and 3 independent non-executive directors, meeting the independence requirements[88]. - Independent non-executive directors confirmed their independence in accordance with listing rules, ensuring unbiased judgment[89]. - The company has adequate directors' and officers' liability insurance to protect against legal claims arising from their duties[91]. - Continuous professional development is provided for all directors to enhance their understanding of regulatory responsibilities and corporate governance[94]. - The nomination committee evaluates the independence and qualifications of new independent non-executive director candidates annually[16]. - Performance assessments for independent non-executive directors are conducted yearly to evaluate their contributions[16]. - The company encourages open expression of independent views and constructive questioning during board meetings[16]. - Directors with significant interests in matters are prohibited from voting on those matters to maintain integrity in decision-making[16]. - The board of directors consists of eight members, including one female member, reflecting a gender diversity goal to maintain at least the current level of female representation[101]. - The company has adopted a diversity policy for the board, focusing on various factors such as knowledge, gender, age, and professional experience to ensure a balanced perspective[100]. - The company aims to enhance workforce diversity by recruiting more employees of different genders and ages, with a review planned for Q1 2024[101]. Risk Management - The company has adopted a compliance and risk management policy to ensure adherence to relevant laws and regulations[164]. - The company’s risk management framework is based on a "three lines of defense" model, clearly defining roles and responsibilities[134]. - The company conducts annual risk assessments to identify and prioritize potential risks, and develops mitigation plans accordingly[137]. - The internal audit team reports directly to the audit committee, providing independent assessments of risk management and internal controls[134]. - The company has established a whistleblowing system applicable to all stakeholders, allowing confidential reporting of concerns[123]. - The board is responsible for ensuring compliance with relevant laws and regulations, and has reviewed the adequacy of resources for accounting and internal audit functions[135]. - The company reviewed its risk management and internal control systems, confirming their effectiveness without identifying significant issues[134]. Shareholder Relations - The company maintains effective communication with shareholders, ensuring transparency and timely information dissemination through annual reports and other communications[144]. - The company has invited independent auditors to attend the 2023 annual general meeting to address shareholder inquiries regarding audit work and accounting policies[145]. - Shareholders holding at least 10% of the paid-up capital can request a special general meeting within two months of submission[148]. - The company has a dedicated contact point for shareholders to address inquiries related to shareholding, dividend payments, and communication address changes[149]. - The company reported no final dividend for the fiscal year 2023, consistent with the previous year[170]. - The board of directors has proposed a dividend policy to distribute no less than 30% of net profit as dividends, subject to business performance and capital needs[153]. - The board of directors will review the dividend policy periodically, with no guarantee of dividends in any specific period[154]. Employment and Workforce - As of March 31, 2023, the company employed 2,565 staff members, with 1,191 males and 1,374 females, representing approximately 46.43% and 53.57% of the workforce respectively[101]. - The company has established specific committees, including the Nomination, Remuneration, and Audit Committees, to oversee various aspects of corporate governance[99]. - The Remuneration Committee evaluates the performance of all directors and senior management, providing recommendations on the company's remuneration policy[109]. - The remuneration details for senior management indicate one individual earned between HKD 2,500,001 and HKD 3,000,000, while one individual earned below HKD 1,000,000[124]. - The Nomination Committee held two meetings during the year, with all members present at each meeting[108]. - The Remuneration Committee also conducted two meetings, with all members attending and making several written resolutions on various matters[109].
翠华控股(01314) - 2023 - 年度财报