Financial Performance - The company reported a net loss of HKD 7.0 million for the fiscal year ending September 30, 2022, with a significant improvement in the second half, achieving a profit of HKD 2.4 million[10]. - Total revenue decreased from approximately HKD 68.2 million to HKD 61.0 million, with the second half revenue at HKD 35.7 million, surpassing the first half's HKD 25.3 million[11]. - For the fiscal year ending March 31, 2023, the total revenue was approximately HKD 61.0 million, a decrease of about 10.6% compared to HKD 68.2 million in 2022[27]. - The pre-tax loss for the fiscal year was approximately HKD 6.9 million, an increase from a loss of about HKD 3.8 million in 2022[26]. - The corporate finance consulting segment generated revenue of approximately HKD 61.0 million, down from HKD 68.2 million in the previous year, with a pre-tax loss of about HKD 3.5 million[26]. - The revenue from financial advisory services was approximately HKD 33.6 million, accounting for about 55.1% of total revenue, down from 60.4% in 2022[27]. - Compliance advisory services generated revenue of approximately HKD 27.2 million, representing about 44.6% of total revenue, an increase from 38.9% in 2022[27]. - The group reported a significant increase in revenue of approximately 41.1% in the second half of the fiscal year compared to the first half[23]. - Investment income for the year was approximately HKD 1.1 million, up from HKD 0.5 million in 2022[30]. Cost Management - Employee benefit costs were maintained at approximately HKD 50.0 million, down from HKD 52.7 million, aided by government subsidies of HKD 1 million[12]. - Rental and operating costs decreased by approximately 11.8% to HKD 17.9 million following a lease renewal[12]. - Total depreciation and other operating expenses decreased by approximately 11.8% from about HKD 20.3 million in 2022 to about HKD 17.9 million in 2023, primarily due to lower rental costs for the Hong Kong office[35]. - Employee benefits costs, including director remuneration, were approximately HKD 50.0 million for the year, down from HKD 52.7 million in 2022, reflecting a decrease of about 5.1%[52]. Balance Sheet and Financial Position - The company's balance sheet remains strong, with a net asset value of HKD 85.0 million and cash and cash equivalents of HKD 63.5 million as of March 31, 2023[15]. - As of March 31, 2023, the group's current assets net value was approximately HKD 74.5 million, down from approximately HKD 83.9 million in 2022, with a current ratio of about 8.7 times compared to 9.7 times in 2022[38]. - Cash and cash equivalents as of March 31, 2023, were approximately HKD 63.5 million, down from approximately HKD 75.0 million in 2022[38]. - The group maintained a strong balance sheet and sufficient financial resources to support ongoing business needs[23]. - The group had no bank financing or borrowings as of March 31, 2023, resulting in an asset-to-liability ratio that is not applicable[46]. Dividend Policy - The company plans to maintain a dividend of HKD 0.025 per share, unchanged from the previous year[17]. - The board proposed a final dividend of HKD 0.025 per share for the year, consistent with the previous year[47]. - The board's recommendation for the final dividend is subject to approval at the upcoming annual general meeting[165]. - The group emphasizes maintaining a consistent and sustainable dividend level, with the possibility of increasing regular dividends in favorable years and issuing special dividends when conditions are particularly favorable[127]. Market Outlook and Risks - The company is cautiously optimistic about the recovery of the Hong Kong stock market, despite noting potential negative impacts on client confidence and financing capabilities[18]. - The group faced various risks, including reliance on key management personnel and potential market fluctuations affecting revenue predictability[50]. - The group anticipates a seasonal decline in compliance advisory income starting April 2023, although it expects an increase later in the year[18]. - The first quarter of 2023-24 (covering April to June 2023) is expected to show lower revenue compared to the monthly earnings of the second half of 2022-23[56]. - Despite the anticipated decline in compliance advisory income, the group expects an increase in activity over time due to interesting and significant transactions in the pipeline[56]. Corporate Governance and Board Structure - The company has established a nomination committee consisting of three members, including two independent non-executive directors and one executive director, to review the board structure and assess the independence of directors[79]. - The board diversity policy aims to maintain a balanced combination of executive and non-executive directors, ensuring a strong independent element within the board[82]. - The independent non-executive directors have confirmed their independence annually, and the board believes they have consistently met the independence criteria set forth by GEM listing rules[73]. - The company emphasizes the importance of diversity in nationality and ethnicity among board members to enhance understanding of the business environment[84]. - The board has adopted measurable targets under its diversity policy, which have been largely achieved during the year[83]. - The company promotes an open culture to facilitate effective contributions from independent non-executive directors, ensuring a constructive relationship within the board[72]. - The term of appointment for all directors is a maximum of three years, with provisions for re-election at the annual general meeting[76]. - The company has established a nomination policy effective from December 31, 2018, to ensure the board has the necessary skills and diversity for business development[85]. Shareholder Engagement - The company has a structured process for shareholders to request information and raise inquiries through the company secretary[136]. - The board of directors is committed to maintaining transparency and effective communication with shareholders[140]. - Shareholders can propose candidates for the board at least 7 days before the general meeting, requiring a written notice and consent from the candidate[133]. - Shareholders holding at least 10% of the voting rights can request a special general meeting within two months of their application[135]. - The company encourages shareholders to submit suggestions for discussion at the general meeting[137]. Management and Staff - As of March 31, 2023, the group employed 48 staff members, maintaining the same number as in 2022[52]. - The management team includes professionals with backgrounds in investment, securities, and corporate finance, enhancing the company's strategic capabilities[149]. - The executive director Sabine Martin Nevil has been with the company since 2016 and oversees business development and client relationships[141]. - The company has experienced over 20 years of expertise in corporate finance, with key executives holding significant qualifications and experience in the field[145]. Share Repurchase and Ownership - The company repurchased a total of 94,000 shares at a total cost of approximately HKD 73,000, with prices ranging from HKD 0.71 to HKD 0.89 per share[178]. - Major shareholder New Baili Group Limited has a beneficial interest in 84,810,190 shares, accounting for 59.14% of the total issued shares[196]. - The company holds 84,810,190 ordinary shares, representing approximately 59.14% of the total issued shares[192]. - The company is controlled by Sabine Martin Nevil and others, who collectively hold significant shares[194]. Audit and Compliance - The audit committee held four meetings during the year to review and assess the audited consolidated financial statements for the year ending March 31, 2022, and the unaudited consolidated financial statements for the three months ending June 30, September 30, and December 31, 2022[102]. - The company paid HKD 350,000 for audit services and HKD 100,000 for the review of the interim report, along with HKD 20,000 for other services during the year[114]. - The board of directors confirmed that there are no significant uncertainties regarding the company's ability to continue as a going concern[115]. - The audit committee recommended the reappointment of the external auditor, subject to shareholder approval at the upcoming annual general meeting on September 15, 2023[104]. - The audit committee monitored the effectiveness of the group's risk management and internal control systems[102]. - The company has established a clear written terms of reference for the audit committee in accordance with GEM Listing Rules[100].
新百利融资(08439) - 2023 - 年度财报