Cinema Business Performance - The Cinema Business generated approximately HK$5.5 million in revenue and HK$3.2 million in gross profit during the year, a decrease from HK$8.5 million and HK$4.9 million in the previous year[18]. - The decline in revenue and gross profit from the Cinema Business is attributed to the impact of COVID-19, which led to prolonged closures of cinemas in Shanghai and Hangzhou[18]. - The Group's cinema in Shanghai ceased operations in May 2023 due to an inability to agree on rental adjustments with the landlord[19]. - The overall box office performance in the PRC was unsatisfactory during the year, contributing to the significant decrease in revenue compared to the previous year[18]. - The cinema in Shanghai ceased operations for nearly four months due to COVID-19, and the Group terminated its cinema operation in Shanghai in May 2023[75]. Financial Overview - The Group recorded a total turnover of approximately HK$5.5 million for the year, a decrease of approximately HK$3.0 million compared to HK$8.5 million in the previous year[42]. - The loss for the year was approximately HK$8.4 million, a decrease of approximately HK$6.3 million from the loss of HK$14.7 million in the last year, mainly due to tightened cost control measures[42]. - Administrative expenses decreased from approximately HK$15.8 million in the last year to approximately HK$13.7 million for the year[42]. - As of March 31, 2023, the Group had total assets of approximately HK$24.2 million, down from HK$35.4 million in 2022, with cash and cash equivalents of approximately HK$23.0 million[43]. - The debt ratio as of March 31, 2023, was approximately 1.09, compared to 0.87 in 2022[43]. - The Group recorded a special gain on modification of lease terms of HK$2.7 million during the year[42]. Joint Ventures and New Projects - A joint venture named Goal Creation Game Limited was formed for VR and MR project development, with Bingo Movie contributing a loan of between HK$25 million and HK$35 million[26][28]. - The Group remains optimistic about the long-term development of VR and MR projects despite the adverse impact of COVID-19 on the business environment[26][28]. - A framework agreement was signed with Guangzhou Jiu De Cultural and Technology Company for the development of augmented reality digital live action role-playing game (LARP) projects[30][34]. - The joint venture with Jiu De, named Guangzhou Gao De Digital Cultural Technology Limited, was established in May 2022 but has not commenced operations yet[36][40]. - High Art Limited entered a joint venture to develop movie-themed tourbillon watches, with a total share capital of HKD2 million[37][38]. - The equity interest in the joint venture Bingo Group Memorigin (BGM) Limited is distributed as 60% for High Art, 20% for Memorigin, and 20% for Topping Mark[38]. - Revenue is expected to be generated from BGM in the coming financial year as operations have commenced[38]. - Revenue is expected to be generated from the movie-themed tourbillon watches business in the coming financial year, which has commenced after the reporting period[80]. Corporate Governance - The Company has adopted a code of conduct regarding securities transactions by Directors, ensuring compliance with GEM Listing Rules[103]. - The Board comprises eight Directors, including five executive Directors and three independent non-executive Directors, ensuring a balanced structure[110]. - All Directors participated in continuous professional development activities during the Year to enhance their knowledge and skills[116]. - The Company has arranged appropriate insurance coverage for Directors' and officers' liabilities, reviewed annually[117]. - The Company is in compliance with the mandatory Code provisions of the Corporate Governance Code, with specific deviations noted[102]. - The emoluments of the Directors are determined based on their duties, the Company's performance, and current market conditions[109]. - The Board is responsible for decision-making in all major matters, requiring approval prior to significant transactions[107]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules[111]. - The Company emphasizes high standards of corporate governance to protect shareholders' interests[101]. - The Board will regularly review its composition to ensure an appropriate balance of expertise and experience[108]. Director and Committee Responsibilities - The company does not have a Chairman of the Board and Chief Executive Officer as of March 31, 2023, and is in the process of finding suitable candidates for these positions[122]. - All executive Directors share the responsibility of promoting a culture of openness and ensuring constructive relations between executive and non-executive Directors[137]. - The Board members are responsible for ensuring good corporate governance practices and procedures are established, with discussions on corporate governance issues occurring during meetings to approve interim and annual results[130]. - The remuneration committee consults with Ms. CHOW Man Ki Kelly regarding remuneration proposals for other executive Directors[138]. - The company secretary is responsible for summarizing agenda items and circulating them to all Board members prior to meetings[129]. - Independent non-executive Directors hold at least one meeting annually to discuss significant issues without influence from executive Directors[132]. - The Board's significant decisions are made during Board meetings, where every member has the right to propose meetings to discuss important issues[123]. - The company has established a practice of providing Board Papers at least three days in advance of meetings, allowing sufficient time for review[125]. - The executive Directors are tasked with ensuring effective communication with shareholders and that their views are conveyed to the Board[133]. Audit and Risk Management - As of March 31, 2023, the external auditor's fees for audit services amounted to HK$900,000, while non-audit services fees were HK$250,000[195]. - The Audit Committee, composed entirely of independent non-executive Directors, reviewed the annual, interim, and quarterly results during the year and provided recommendations to the Board[188]. - The Directors confirmed no material uncertainties affecting the Company's ability to continue as a going concern as of March 31, 2023[192]. - The Board regularly reviews the effectiveness of the Company's risk management and internal control systems to safeguard shareholders' interests[194]. - The Audit Committee is responsible for overseeing the Company's financial reporting, risk management, and internal control systems[187]. - The Company aims to provide reasonable assurance against material misstatements and manage risks related to achieving business objectives[194]. - The Company has not identified any significant doubts regarding its ability to operate as a going concern[192].
比高集团(08220) - 2023 - 年度财报