Financial Performance - The company's revenue for the fiscal year ending March 31, 2022, was HKD 95.7 million, representing a 65.6% increase compared to HKD 57.8 million in the previous year[11]. - The revenue for the restaurant and bar operations increased by approximately 65.3% to HKD 95.1 million from HKD 57.5 million in the previous year[16]. - The gross profit for the restaurant and bar operations rose by 60.6% to HKD 69.7 million compared to HKD 43.4 million in the previous year, with a slight decrease in gross profit margin to 73.3% from 75.5%[16]. - Property investment revenue increased by 92.9% to HKD 677,000 from HKD 351,000 in the previous year[17]. - Other income decreased significantly by 40.0% to HKD 23.0 million from HKD 38.3 million, primarily due to reduced subsidies from the Hong Kong government[18]. - Employee costs rose by 8.8% to HKD 35.6 million from HKD 32.7 million in the previous year, attributed to the resumption of operations after the lifting of the closure order[19]. - Depreciation expenses for property, plant, and equipment decreased by approximately 12.0% to HKD 8.8 million from HKD 10.0 million in the previous year[21]. - Other operating expenses increased by 21.8% to HKD 20.4 million from HKD 16.8 million, reflecting the resumption of operations[24]. - Financing costs increased by 21.9% to HKD 3.9 million from HKD 3.2 million, mainly due to increased financing costs from new borrowings[25]. Operational Environment - The operational environment was severely impacted by the COVID-19 pandemic, with a complete shutdown of bars from January 7 to May 18, 2022, resulting in no bar revenue during that period[10]. - The company acknowledges the resilience and hard work of its employees during the challenging year[13]. - The company expresses gratitude to customers, owners, and business partners for their support during difficult times[13]. - The management is closely monitoring the ongoing COVID-19 situation in Hong Kong and will adjust strategies as necessary to mitigate adverse impacts[44]. Business Strategy and Growth - The company operated 46 bars/restaurants across Hong Kong as of March 31, 2022, with four new establishments opened during the year under the "Moon Ocean" and "形" brands[15]. - The company is focused on expanding and upgrading existing bar/restaurant facilities as part of its growth strategy[15]. - The company plans to enhance its service offerings by developing a mobile application and improving its business management and inventory systems[12]. - The company aims to explore and seize suitable business opportunities to create more value for customers and shareholders[12]. - The company aims to increase its market share in Hong Kong by leveraging its existing customer base and network advantages[44]. - The company opened 14 new outlets from January 11, 2017, to the reporting date and plans to open 3 additional outlets in 2022 to expand its network[44]. Corporate Governance - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[66]. - The company has adopted and complied with all applicable code provisions of the corporate governance code as per GEM listing rules, except for the roles of the chairman and CEO not being separated[62]. - The company is committed to maintaining and enhancing shareholder value through good corporate governance practices[59]. - The board is responsible for overseeing the management of the group's business affairs and overall performance[63]. - The company has received annual independence confirmation letters from all independent non-executive directors, confirming their independence as per GEM listing rules[67]. - The company has made appropriate insurance arrangements for legal liabilities concerning directors and senior management[70]. - The company has a strong focus on operational management, with key personnel having extensive experience in the restaurant and bar industry[58]. - The board has established various committees to delegate responsibilities and ensure effective governance[63]. - The company is actively seeking suitable candidates for the role of chairman and CEO to comply with corporate governance code requirements[62]. - The board has held at least one meeting with independent non-executive directors in the absence of other executive directors during the year[69]. - All independent non-executive directors are required to be appointed for a specific term, with one-third of the directors rotating off at each annual general meeting[71]. - The board held a total of six meetings during the year, with four being regular meetings[80]. - The company has established three board committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee to oversee specific areas of the company's affairs[86]. - All directors received formal and tailored onboarding training to ensure they understand the company's business and their responsibilities under relevant laws and regulations[74]. - The board confirmed compliance with the corporate governance code regarding continuous professional development for directors[75]. - The attendance record for board meetings shows that Mr. Chen attended all four meetings since his appointment on July 7, 2021[79]. - The company secretary is responsible for the minutes of all board and committee meetings, ensuring proper documentation and follow-up[78]. - The company held two meetings of the Remuneration Committee during the year to review remuneration matters for directors and senior management[89]. - The Nomination Committee conducted two meetings during the year to assess the independence of independent non-executive directors and made recommendations for reappointment at the 2022 Annual General Meeting[92]. - The Audit Committee held four meetings during the year to review the independence and objectivity of the independent auditor, and to ensure the effectiveness of the group's internal control procedures[97]. - The company has established a board diversity policy to ensure a balanced mix of skills, experience, and diverse perspectives among board members[93]. - The company is committed to reviewing its board diversity targets regularly to align with business needs[93]. Risk Management - The board of directors is responsible for the risk management and internal control systems, which are designed to manage risks rather than eliminate them[105]. - The audit committee assists the board in overseeing the effectiveness of the risk management and internal control systems[107]. - The audit committee conducts an annual review of the effectiveness of the risk management and internal control systems[109]. - The company faces significant risks including reliance on key employees, potential licensing issues, and impacts from the COVID-19 pandemic[127]. Shareholder Information - As of March 31, 2022, the company has a total of 860,000,000 issued shares, with Moment to Moment holding 431,543,700 shares, representing approximately 50.18% of the issued share capital[147]. - The company’s independent non-executive directors have confirmed their independence in accordance with GEM listing rules, ensuring compliance with governance standards[142]. - The board of directors includes significant shareholdings, with Ms. Xie and Ms. Chen holding 431,543,700 shares each, also representing 50.18% of the company[145]. - Major shareholders include Moment to Moment and Harneys, both holding 431,543,700 shares, equating to 50.18% of the issued share capital[150]. - Ms. Chen Wei holds an additional 24,925,038 shares, representing 2.90% of the issued share capital, indicating a diversified ownership structure[150]. - The company’s governance structure requires one-third of the directors to retire at the annual general meeting, promoting accountability and rotation[141]. - The board has received annual written confirmations regarding the independence of independent non-executive directors, reinforcing corporate governance practices[142]. - The company’s trust structure involves multiple beneficiaries, ensuring a layered approach to ownership and control[147]. - There are no known interests or holdings by other individuals or entities that require disclosure under the Securities and Futures Ordinance, indicating a transparent ownership landscape[151]. - Moment to Moment holds 431,543,700 shares, representing approximately 50.18% of the company's issued share capital[152]. - As of March 31, 2022, the company had 860,000,000 shares issued, with no stock options granted or exercised during the year[153]. - The maximum number of shares available for issuance under the stock option plan is capped at 30% of the company's issued share capital[156]. - The total number of shares that can be issued due to stock options granted under the plan is limited to 10% of the shares issued at the time of GEM listing, equating to 86,000,000 shares[156]. - The stock option plan has a remaining validity period of approximately 4.5 years as of the report date[157]. - No arrangements were made during the year that would allow directors or their associates to benefit from purchasing shares or debt securities of the company[158]. - The company did not enter into any stock-linked agreements that would lead to the issuance of shares during the year[159]. - There were no significant related party transactions that required disclosure under GEM Listing Rules[160]. - The group’s five largest suppliers accounted for approximately 74.22% of total procurement, with the largest supplier representing about 21.25% of total procurement[169]. - The company has a public float of 25% of its issued shares, in compliance with GEM listing rules[175]. Sustainability and Social Responsibility - The group has adopted green office measures to reduce energy and natural resource consumption, including the use of energy-efficient LED lighting and double-sided printing[186]. - The group provided a pleasant and healthy working environment for employees, organizing various activities to promote friendship and health[188]. - The company is focused on sustainable development strategies, including achieving environmental sustainability and maintaining relationships with local communities[198]. - The environmental, social, and governance (ESG) report covers the performance of the company's main business in Hong Kong for the fiscal year ending March 31, 2022[199]. - The company emphasizes the importance of stakeholder communication and understanding their needs and expectations for successful operations[197]. - The company has adopted a top-down approach to implement sustainable development strategies across all levels[198]. - The company is committed to continuous monitoring of risks and opportunities in daily operations to balance business needs and social demands[197]. Compliance and Legal Matters - The company has maintained compliance with relevant laws and regulations without any significant violations during the year[184]. - The company has no significant transactions or contracts involving directors or their related entities during the year[178]. - The company has implemented strict internal controls for handling and disclosing insider information[119]. - The company has not reported any significant events affecting its operations since the end of the fiscal year[126]. - The company did not declare any interim dividends for the six months ended September 30, 2021, consistent with the previous year[130]. - The board has decided not to recommend a final dividend for the year, similar to the previous year[131]. - As of March 31, 2021, the company's distributable reserves were zero, down from HKD 13 million the previous year[136]. - The company did not issue any debt securities during the year[189]. - The group’s financial statements were audited by a reputable firm, with plans to reappoint the auditor at the upcoming annual general meeting[173].
太平洋酒吧(08432) - 2022 - 年度财报