亚洲富思(08413) - 2022 - 年度财报

Company Information This report provides fundamental information about Asia Grocery Distribution Limited (Stock Code: 8413), including its board members, committee structures, registered office, principal bankers, and auditor - This report provides fundamental information about Asia Grocery Distribution Limited (Stock Code: 8413), including its board members, committee structures, registered office, principal bankers, and auditor[7] Chairman's Statement The Group, operating under the 'Hung Fat Ho' brand, has over 40 years of experience in food and beverage grocery distribution in Hong Kong, serving restaurants, hotels, food processors, and wholesalers - The Group, operating under the 'Hung Fat Ho' brand, has over 40 years of experience in food and beverage grocery distribution in Hong Kong, serving restaurants, hotels, food processors, and wholesalers[11] - During the reporting period (April 2021 to March 2022), Hong Kong's total retail sales value decreased by approximately 4.0% year-on-year; however, with stabilizing pandemic conditions and the issuance of electronic consumption vouchers, the Group anticipates stable performance in the coming year[11] - Leveraging strong supplier relationships, market familiarity, and an experienced team, the Group can swiftly adapt to changing customer preferences and adjust its product portfolio to maintain competitiveness[11] Biographical Details of Directors and Senior Management This section provides an overview of the Group's leadership, including executive, non-executive, and independent non-executive directors, as well as key senior management personnel Executive Directors The executive director team, comprising Mr Wong Siu Man (Chairman), Mr Wong Siu Wah (CEO), and Mr Yip Kam Cheong (Compliance Officer), is responsible for the Group's overall management, daily operations, and sales oversight, with members being controlling shareholders or possessing extensive industry experience - Mr Wong Siu Man (Chairman) is primarily responsible for the Group's overall management, business direction, and development strategies[16] - Mr Wong Siu Wah (Chief Executive Officer) is primarily responsible for the Group's daily management and operations, focusing on procurement and supplier relationships[17] - Mr Yip Kam Cheong (Compliance Officer) is primarily responsible for overseeing the Group's sales department, possessing over ten years of experience in the food and beverage industry[17] Non-Executive Director Mr Wong Chun Hung serves as a Non-Executive Director, bringing over nineteen years of experience in the financial industry, holding senior positions at various financial institutions, and actively participating in public service - Mr Wong Chun Hung has over nineteen years of experience in the financial industry and currently serves as an Executive Director of Sun City Group Holdings Limited[21] Independent Non-Executive Directors Independent Non-Executive Directors, Mr Ng Fan Ki, Mr Wong Siu Bun, and Ms Chan Hoi Yee, bring extensive professional experience in auditing, taxation, financial management, strategic planning, and accounting, serving as members of the Audit, Remuneration, and Nomination Committees - Mr Ng Fan Ki possesses over 20 years of experience in auditing, taxation, and financial management, is a member of the Hong Kong Institute of Certified Public Accountants, and chairs the Audit Committee[26] - Mr Wong Siu Bun is highly experienced in strategic planning and operational management, serving as Chairman of the Remuneration Committee[27] - Ms Chan Hoi Yee, a member of the Hong Kong Institute of Certified Public Accountants, has over ten years of experience in auditing and financial reporting, and chairs the Nomination Committee[27] Senior Management and Company Secretary Senior management includes Ms Chan Lai Yin (Financial Controller), Ms Kwong Hoi Sze (General Manager), and Mr Wong Chun Fung (Sales Manager), all with extensive experience in finance, operations, and sales, while Ms Lau Yin Ping serves as Company Secretary overseeing corporate secretarial affairs - Ms Chan Lai Yin serves as Financial Controller, responsible for overall corporate finance and capital management, and is a member of the Hong Kong Institute of Certified Public Accountants[31] - Ms Kwong Hoi Sze serves as General Manager, with 23 years of international trade experience, specializing in the procurement, import, and distribution of food and beverage products[31] - Ms Lau Yin Ping serves as Company Secretary, is a member of the Hong Kong Institute of Certified Public Accountants, and oversees corporate secretarial affairs[33] Management Discussion and Analysis This section provides an in-depth review of the Group's operational performance, financial results, liquidity, and capital structure for the reporting period Business Review The Group, a prominent Hong Kong food and beverage grocery distributor, faced initial challenges in FY2022 due to the Omicron variant but achieved overall revenue growth, expanded into catering services, and leased a new warehouse to accommodate increased inventory - The COVID-19 pandemic continued to impact business, with a rebound in late 2021 followed by revenue contraction in early 2022 due to the Omicron variant and tightened social distancing measures[37][38] Key Performance Indicators for FY2022 | Indicator | FY2022 | FY2021 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 241,372,000 HKD | 227,709,000 HKD | +6.0% | - The Group commenced catering services through restaurants in early 2021, with this segment contributing approximately 1.0% of total revenue; a new warehouse was leased and established in Tuen Mun to manage increased inventory levels[38][39] Financial Review In FY2022, the Group's total revenue grew by 6.0% to HKD 241.37 million, driven by categories like daily necessities and grains, and sauces and condiments, while gross profit increased by 21.3% to HKD 58.33 million, improving the gross profit margin from 21.1% to 24.2%, and the annual loss significantly narrowed to HKD 2.14 million from HKD 14.62 million due to reduced equity-settled share-based payment expenses Revenue Breakdown by Product Category (Thousand HKD) | Product Category | 2022 | 2021 | Change Percentage | | :--- | :--- | :--- | :--- | | Daily Necessities and Grains | 71,918 | 58,019 | +24.0% | | Packaged Foods | 52,999 | 60,076 | -11.8% | | Sauces and Condiments | 48,924 | 41,420 | +18.1% | | Dairy Products and Eggs | 31,205 | 27,052 | +15.4% | | Beverages and Alcoholic Drinks | 16,287 | 12,689 | +28.4% | | Kitchen and Hygiene Products | 17,564 | 28,453 | -38.3% | | Restaurant Operations | 2,475 | – | N/A | | Total | 241,372 | 227,709 | +6.0% | - Gross profit increased by 21.3% from HKD 48.07 million to HKD 58.33 million, with the gross profit margin improving from 21.1% to 24.2%, primarily due to increased revenue, an expanded customer base, and lower procurement costs[50] - Annual loss significantly narrowed from HKD 14.62 million to HKD 2.14 million, mainly due to the absence of equity-settled share-based payments this year (compared to HKD 15.42 million last year), partially offset by reduced government grants[57][62] - The Board does not recommend the payment of any dividend for the year ended March 31, 2022[63] Liquidity, Financial Resources and Capital Structure As of March 31, 2022, the Group maintained a robust financial position with bank balances and cash of approximately HKD 29.8 million and a current ratio of 6.8 times, primarily funding operations through internal cash flow, while capital expenditure focused on the newly leased Tuen Mun warehouse Key Financial Position Indicators | Indicator | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Bank Balances and Cash | 29,797,000 HKD | 38,438,000 HKD | | Current Ratio | 6.8 times | 6.7 times | | Gearing Ratio | 8.3% | 7.8% | - The Group's capital structure has remained unchanged since its listing, with share capital consisting solely of ordinary shares[71] - Capital expenditure for the year amounted to approximately HKD 2.27 million, primarily for the renovation and equipment acquisition of the newly leased Tuen Mun warehouse[77] Use of Proceeds The Group detailed the utilization of approximately HKD 48.5 million in net proceeds from its listing, with about HKD 18.73 million remaining unutilized as of the reporting date, primarily allocated to restaurant business development, ERP system upgrades, and sales and marketing activities, expected to be fully utilized by December 31, 2022, with some original plans adjusted due to market changes Use of Net Proceeds and Progress (Thousand HKD) | Intended Use | Revised Allocated Amount | Unutilized Amount as of this Annual Report Date | | :--- | :--- | :--- | | Lease of warehouse facilities (lease payments) | 3,278 | 903 | | Development of catering services business | 9,000 | 5,936 | | Upgrade of ERP system | 8,330 | 7,576 | | Sales and marketing activities | 4,444 | 4,319 | | General working capital | 5,211 | – | | Total | 30,263 | 18,734 | - Due to rising factory rents in Hong Kong, the original plan to lease two warehouses was adjusted to establish a new warehouse in Yau Tong, Kowloon[91][92] - The Group expanded into catering services in early 2021 but closed its Tsim Sha Tsui restaurant in March 2022 due to the pandemic, and is currently exploring further development opportunities for this segment[97] Report of the Directors This report details the Group's principal activities, key risks, dividend policy, share capital, reserves, and the interests of directors and major shareholders, along with information on the share option scheme Principal Business and Risks The Company primarily engages in investment holding, with its subsidiaries focusing on food and beverage grocery distribution and newly expanded catering services, facing key risks including customer retention, economic and political changes, financial exposures like foreign exchange and credit, and talent retention challenges - The Group's principal business is food and beverage grocery distribution, with catering services expanded during the year, and no significant changes in business nature[103] - Key risks include: - Business Risk: Potential inability to retain key customers, facing inventory and obsolescence risks - Economic and Political Risk: Adverse macroeconomic changes may impact strategy execution - Financial Risk: Exposure to foreign currency, interest rate, credit, and liquidity risks - Personnel Risk: Difficulty in retaining talent within a competitive market[111][112][113][114] Dividends, Share Capital and Reserves The Board does not recommend a dividend for the year ended March 31, 2022, with dividend decisions guided by a policy considering financial performance, capital needs, and overall economic conditions, and the Company's distributable reserves amounted to approximately HKD 21.64 million at the reporting period end - The Board does not recommend the payment of a dividend for the year ended March 31, 2022[116] - As of March 31, 2022, the Company's distributable reserves to shareholders amounted to approximately HKD 21,640,000[127] Directors' and Major Shareholders' Interests The report details the shareholdings of directors and major shareholders as of March 31, 2022, with Executive Directors Mr Wong Siu Man and Mr Wong Siu Wah jointly holding 51.88% of the Company's shares through their controlled corporation, Yuan Tian Investment Limited, making them controlling shareholders Directors' Interests in the Company's Shares (Long Position) | Director's Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr Wong Siu Man | Interest in controlled corporation | 602,800,000 | 51.88% | | Mr Wong Siu Wah | Interest in controlled corporation | 602,800,000 | 51.88% | Major Shareholders' Interests in the Company's Shares (Long Position) | Shareholder's Name/Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Yuan Tian Investment Limited | Legal and beneficial owner | 602,800,000 | 51.88% | | Ms Fan Wing | Spouse's interest | 602,800,000 | 51.88% | | Ms Chu Man | Spouse's interest | 602,800,000 | 51.88% | Share Option Scheme The Company adopted a share option scheme on March 27, 2017, under which 112 million share options were granted to Group employees on February 19, 2021, with an exercise price of HKD 0.30 per share, and as of March 31, 2022, all remained unexercised, lapsed, or cancelled - On February 19, 2021, a total of 112,000,000 share options were granted to Group employees under the Share Option Scheme, with an exercise price of HKD 0.30 per share, valid until February 18, 2023[165] - For the year ended March 31, 2022, no share options were granted, exercised, lapsed, or cancelled, with 112,000,000 unexercised share options remaining at the end of the reporting period[165] Corporate Governance Report This report outlines the Group's corporate governance practices, including the board structure, committee functions, and risk management and internal control systems, ensuring compliance with relevant codes and regulations Board of Directors The Board of Directors, responsible for the Group's overall leadership and oversight, comprised three executive, one non-executive, and three independent non-executive directors during the reporting period, adhering to GEM Listing Rules, with distinct roles for the Chairman and CEO, and maintained high attendance across nine meetings held during the year - The Board believes the Company has complied with the Corporate Governance Code for the year ended March 31, 2022[190] - The roles of Chairman (Mr Wong Siu Man) and Chief Executive Officer (Mr Wong Siu Wah) are performed by different individuals, complying with the Corporate Governance Code requirements[202] - A total of nine Board meetings and one general meeting were held during the year, with all eligible directors attending all meetings[215][216] Board Committees The Board has established Audit, Nomination, and Remuneration Committees, each chaired by an independent non-executive director, responsible for overseeing financial reporting and internal controls, reviewing board structure and diversity, and determining director and senior management remuneration policies, respectively, with all committees holding meetings and fulfilling their duties during the year - The Audit Committee, comprising three independent non-executive directors with Mr Ng Fan Ki as Chairman, held five meetings during the year, reviewing financial statements, risk management, and internal control systems[220][221] - The Nomination Committee, comprising three independent non-executive directors with Ms Chan Hoi Yee as Chairman, held one meeting during the year, reviewing the Board's composition and diversity policy[225][226] - The Remuneration Committee, comprising three independent non-executive directors with Mr Wong Siu Bun as Chairman, held one meeting during the year, reviewing the remuneration of directors and senior management[231][232] Risk Management and Internal Control The Board holds overall responsibility for the Group's risk management and internal control systems, having engaged an independent third-party consultant to review and optimize these systems during the year, deeming them effective in safeguarding assets and shareholder interests, while annually assessing the necessity of an internal audit function - The Board bears overall responsibility for establishing, maintaining, and reviewing the Group's internal control systems, aiming to safeguard assets and shareholder investments[245] - During the year, the Board engaged an independent third-party consultant to review the internal control system and adopted its optimization recommendations, deeming the existing system effective and adequate[246] - The Group has identified four main categories of risks: market competition (strategic risk), employee and warehouse operations (operational risk), customer credit and return on capital (financial risk), and regulatory changes (compliance risk)[252] Environmental, Social and Governance Report This report details the Group's commitment to environmental sustainability, social responsibility, and corporate governance, covering initiatives in energy conservation, employee welfare, supply chain management, product quality, and community engagement Environmental Aspect The Group is committed to energy conservation and emission reduction, with total greenhouse gas emissions decreasing to approximately 101.3 tonnes of CO2 equivalent during the reporting period, despite an increase in total energy consumption due to the new Tuen Mun warehouse, and aims to reduce energy intensity by 10% within five years while addressing climate change risks Greenhouse Gas Emissions (tonnes of CO2 equivalent) | Greenhouse Gas Emissions | 2022 | 2021 | | :--- | :--- | :--- | | Scope 1 Emissions | 10.5 | 3.4 | | Scope 2 Emissions | 90.5 | 110.7 | | Scope 3 Emissions | 0.3 | – | | Total Greenhouse Gas Emissions | 101.3 | 114.1 | Energy Consumption | Indicator | 2022 | 2021 | Unit | | :--- | :--- | :--- | :--- | | Total Energy Consumption | 282.1 | 229.0 | MWh equivalent | | Intensity (per revenue) | 1.169 | 1.006 | MWh equivalent / Million HKD Revenue | - The Group aims to reduce its energy intensity by 10% within five years (by 2027), using 2022 as the baseline year[290] Social Aspect The Group prioritizes employment and labor practices, employee health and safety, and development and training, with 59 employees at the reporting period end, strictly adhering to labor laws, prohibiting child and forced labor, ensuring a safe work environment, collaborating with reputable suppliers, maintaining stringent food safety standards, and actively engaging in community investment, earning the 'Caring Company' title for seven consecutive years - As of the end of the reporting period, the Group had a total of 59 employees, an increase from 50 last year, with detailed breakdowns by gender, age, and employment category provided in the report[313] - Over the past three years, the Group has had no work-related fatalities or injuries, with zero lost workdays due to work-related injuries[326][327] - The Group maintains a zero-tolerance policy towards corruption and provides anti-corruption training to employees, with no legal cases related to corruption, fraud, or bribery during the reporting period[337][340] - The Group actively engages in community investment, having been awarded the 'Caring Company' title by The Hong Kong Council of Social Service and recognized as a 'Friendly Enterprise' by The Hong Kong Federation of Youth Groups for seven consecutive years[342][343] Independent Auditor's Report Longview (Hong Kong) CPA Limited, the auditor, confirms that the consolidated financial statements fairly present the Group's financial position as of March 31, 2022, and its financial performance and cash flows for the year then ended, in compliance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - Longview (Hong Kong) CPA Limited, the auditor, opines that the consolidated financial statements fairly present the Group's consolidated financial position as of March 31, 2022, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[362] - The auditor identified two key audit matters: - Valuation of Inventories: Involves management's judgment and estimation regarding slow-moving and obsolete inventories - Impairment of Trade Receivables: Measurement of expected credit losses involves significant judgment and complexity[367][370] Consolidated Financial Statements This section presents the Group's consolidated financial performance, financial position, changes in equity, and cash flows for the reporting period, providing a comprehensive overview of its financial health Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2022, the Group reported total revenue of HKD 241.37 million, a 6.0% year-on-year increase, with gross profit at HKD 58.33 million, up 21.3%, and the annual loss significantly narrowed to HKD 2.14 million from HKD 14.62 million last year, primarily due to a substantial reduction in administrative expenses Consolidated Statement of Profit or Loss Summary (Thousand HKD) | Indicator | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | 241,372 | 227,709 | | Gross Profit | 58,332 | 48,070 | | Loss Before Tax | (1,538) | (14,376) | | Loss and Total Comprehensive Expense for the Year | (2,137) | (14,618) | - Basic loss per share significantly improved to 0.18 HK cents from 1.26 HK cents last year[393] Consolidated Statement of Financial Position As of March 31, 2022, the Group's total assets stood at HKD 123.16 million, total liabilities at HKD 21.75 million, and net assets (total equity) at HKD 101.42 million, a slight decrease from the previous year, with net current assets remaining stable at HKD 95.02 million Consolidated Statement of Financial Position Summary (Thousand HKD) | Indicator | 2022 | 2021 | | :--- | :--- | :--- | | Total Assets | 123,163 | 124,063 | | Non-current Assets | 11,707 | 13,363 | | Current Assets | 111,456 | 110,700 | | Total Liabilities | 21,748 | 20,511 | | Current Liabilities | 16,438 | 16,616 | | Non-current Liabilities | 5,310 | 3,895 | | Total Equity | 101,415 | 103,552 | Consolidated Statement of Changes in Equity As of March 31, 2022, total equity attributable to owners of the Company was HKD 101.42 million, with a HKD 2.14 million decrease during the year primarily due to the recorded loss - As of April 1, 2021, total equity was 103,552 Thousand HKD[407] - Equity decreased by 2,137 Thousand HKD during the year due to loss[407] - As of March 31, 2022, total equity was 101,415 Thousand HKD[407] Consolidated Statement of Cash Flows During the year, the Group experienced a net cash outflow of HKD 2.52 million from operating activities, HKD 1.78 million from investing activities, and HKD 4.34 million from financing activities, resulting in a net decrease in cash and cash equivalents of HKD 8.64 million, with an ending balance of HKD 29.80 million Consolidated Cash Flow Summary (Thousand HKD) | Indicator | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,522) | (10,617) | | Net Cash Used in Investing Activities | (1,779) | (1,849) | | Net Cash Used in Financing Activities | (4,340) | (3,097) | | Net Decrease in Cash and Cash Equivalents | (8,641) | (15,563) | | Cash and Cash Equivalents at Beginning of Year | 38,438 | 54,001 | | Cash and Cash Equivalents at End of Year | 29,797 | 38,438 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information to the consolidated financial statements, covering general company information, basis of preparation, significant accounting policies, key accounting estimates and judgments, and detailed analysis of various financial statement items - This section provides detailed explanations and supplementary information to the consolidated financial statements, covering general company information, basis of preparation, significant accounting policies, key accounting estimates and judgments, and detailed analysis of various financial statement items[420][421][430] Financial Summary This section presents a five-year overview of the Group's key financial performance indicators, including revenue, profit/loss, total assets, total liabilities, and net assets, providing a concise historical financial perspective Five-Year Performance Summary (Thousand HKD) | Year Ended March 31 | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 241,372 | 227,709 | 204,368 | 213,926 | 194,137 | | (Loss)/Profit for the Year | (2,137) | (14,618) | (3,573) | 3,909 | 2,394 | Five-Year Assets and Liabilities Summary (Thousand HKD) | As of March 31 | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 123,163 | 124,063 | 118,920 | 114,636 | 111,504 | | Total Liabilities | 21,748 | 20,511 | 16,169 | 8,312 | 9,089 | | Total Net Assets | 101,415 | 103,552 | 102,751 | 106,324 | 102,415 |