Financial Performance - The company recorded a revenue of HKD 202.8 million for the fiscal year ending March 31, 2022, representing an increase of approximately 17.5% compared to HKD 172.6 million in the previous year[8]. - The company incurred a net loss of HKD 4.9 million for the fiscal year, a decline from a profit of HKD 3.8 million in the previous year[8]. - For the fiscal year ending March 31, 2022, the company's revenue reached approximately HKD 202.8 million, an increase of about HKD 30.2 million or 17.5% compared to HKD 172.6 million for the previous year[19]. - The cost of goods sold was approximately HKD 74.7 million, an increase of about HKD 10.6 million or 16.5% from HKD 64.1 million in the prior year, primarily due to increased customer numbers[20]. - Gross profit was approximately HKD 128.1 million, up about HKD 19.6 million or 18.1% from HKD 108.5 million the previous year, with a gross margin increase from 62.9% to 63.2%[23]. - Other income and gains decreased from approximately HKD 25.1 million to HKD 8.5 million, primarily due to a reduction in government subsidies from HKD 17.8 million to HKD 4.1 million[24]. - Employee costs rose to approximately HKD 63.7 million, an increase of about HKD 9.1 million or 16.7% from HKD 54.6 million the previous year[25]. - Depreciation expenses increased to approximately HKD 38.2 million, up about HKD 2.1 million from HKD 36.1 million, mainly due to the operations of new restaurants[28]. - Rental and related expenses decreased to approximately HKD 13.2 million, a reduction of about HKD 2.3 million or 14.8% from HKD 15.5 million[29]. - Fuel and utility expenses increased to approximately HKD 4.7 million, an increase of about HKD 1.0 million or 27.0% from HKD 3.7 million[30]. - Financing costs slightly decreased to approximately HKD 3.0 million, down about HKD 0.1 million or 3.2% from HKD 3.1 million[34]. - The company recorded a loss of approximately HKD 4.9 million for the year ended March 31, 2022, compared to a profit of approximately HKD 3.8 million for the year ended March 31, 2021[36]. Business Operations - The customer traffic in the company's restaurants increased due to the Hong Kong government's consumption voucher scheme, which provided HKD 5,000 in vouchers to eligible residents[14]. - The company decided not to renew the lease for the "Mr. Steak" restaurant at Taikoo Shing after the lease expired in September 2021, and opened a new restaurant named "犇殿" in Tsing Yi[9]. - The company has restructured its restaurant locations and brand portfolio to enhance business performance and shareholder value[9]. - The company operates two restaurants under the "犇殿" brand, contributing to the increase in customer visits and revenue growth[14]. - The local COVID-19 cases in Hong Kong have significantly decreased compared to the previous year, positively impacting the business environment[14]. - The company operates a total of 12 restaurants as of March 31, 2022, maintaining the same number as the previous year[18]. Shareholder and Financial Position - As of March 31, 2022, the current ratio was 0.9, down from 1.1 in the previous year, and the quick ratio also decreased to 0.9 from 1.1[37]. - The debt-to-equity ratio improved to 17.2% as of March 31, 2022, compared to 23.0% in the previous year[37]. - The total equity attributable to owners was approximately HKD 42.7 million as of March 31, 2022, down from HKD 47.6 million in the previous year[42]. - Cash and cash equivalents were approximately HKD 28.8 million as of March 31, 2022, compared to HKD 46.4 million in the previous year[42]. - The company generated operating cash inflow of approximately HKD 26.9 million for the year ended March 31, 2022, down from HKD 34.3 million in the previous year[42]. - The company did not declare or propose any dividends for the year ended March 31, 2022[59]. - The board does not recommend the payment of a final dividend for the year ended March 31, 2022, consistent with the previous year[144]. - The group has adopted a dividend policy that requires consideration of various factors, including business performance and future expansion plans[136]. - As of March 31, 2022, the company's distributable reserves amounted to approximately HKD 3.4 million, a decrease from HKD 22.0 million in the previous year[154]. Corporate Governance - The board of directors emphasizes the importance of good corporate governance practices to enhance shareholder value[71]. - The company has adopted all applicable provisions of the corporate governance code as of March 31, 2022, except for one specific provision[73]. - The daily operations and business management have been delegated to the executive directors and senior management, who report regularly to the board[75]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[78]. - All independent non-executive directors have confirmed their independence according to GEM listing rules, ensuring compliance with regulations[82]. - The company has established a board diversity policy to ensure a balanced mix of skills, experience, and perspectives among board members[90]. - The chairman and CEO roles are held by the same individual, which the board believes is in the best interest of the company due to the individual's long-term management experience[91]. - The board meets at least four times a year, with all directors actively participating in meetings and committees[87]. - Directors receive ongoing professional development training to enhance their knowledge and skills relevant to their roles[85]. - The company has implemented appropriate internal controls and risk management measures as part of its governance practices[82]. - The board has delegated various responsibilities to committees to monitor operational and financial performance effectively[78]. - The company has a formal onboarding process for new directors to ensure they understand the business and their responsibilities[85]. - The board is committed to maintaining a balance of executive and independent non-executive directors to ensure effective independent judgment[78]. - The Audit Committee held five meetings during the year to consider and approve audit-related matters and the draft of the audited consolidated financial statements for the year[96]. - The Audit Committee reviewed the consolidated financial statements on June 24, 2022, and confirmed that they comply with applicable accounting standards and GEM listing rules[97]. - The Nomination Committee held one meeting during the year to review the structure, size, and composition of the Board and assess the independence of independent non-executive directors[101]. - The Remuneration Committee held one meeting during the year to review remuneration-related matters for directors and senior management and made recommendations to the Board[107]. - The company is committed to ensuring the independence of external auditors and has established policies for hiring non-audit services[98]. - The Nomination Committee is responsible for identifying suitable candidates for the Board and assessing their qualifications, including diversity and independence[104]. - The company has a structured process for appointing directors, which includes evaluating candidates based on various criteria such as skills, experience, and independence[104]. - The Audit Committee monitors the integrity of the company's financial statements and reviews significant judgments made in financial reporting[98]. - The company emphasizes the importance of corporate governance and has established various committees to oversee different aspects of its operations[100]. - The Remuneration Committee provides recommendations on the remuneration policy and structure for directors to ensure alignment with company strategy[109]. - The company has established a remuneration policy for its directors and senior management, ensuring transparency in the process of setting compensation[110]. - The total remuneration paid to the independent auditor for audit services was HKD 503,000, while non-audit services amounted to HKD 27,000, totaling HKD 530,000[118]. - The board of directors is responsible for overseeing the company's risk management and internal control systems, with annual reviews conducted to assess their effectiveness[122]. - An independent internal control consultant was appointed to evaluate the group's internal control systems, concluding that there were no significant deficiencies[123]. - The company has implemented a code of conduct and compliance guidelines applicable to employees and directors, ensuring adherence to legal and regulatory requirements[114]. - The board has the authority to appoint new directors to fill temporary vacancies or increase board membership, subject to shareholder approval at the next annual general meeting[115]. - The company has a structured process for disclosing inside information in compliance with the Securities and Futures Ordinance and GEM Listing Rules[125]. - The remuneration for senior management members is categorized, with two individuals earning between HKD 0 to 1,000,000[116]. - The company is committed to enhancing its corporate governance and compliance with applicable laws and regulations through ongoing assessments and potential establishment of an internal audit department[123]. - The board is required to review and approve the remuneration proposals for management based on the company's corporate policies and objectives[110]. Supplier and Customer Relations - The group reported that the total procurement amount from the top five suppliers accounted for approximately 60.1% of the total procurement for the year ended March 31, 2022, compared to 62.6% in the previous year[142]. - The largest supplier accounted for about 47.3% of the total procurement for the year ended March 31, 2022, slightly up from 47.2% in the previous year[142]. - The group has not identified any single customer as a major dependency, as its customer base primarily consists of individual customers[142]. - The group maintains good working relationships with its customers and suppliers, emphasizing the importance of communication to enhance service quality[142]. Corporate Social Responsibility - The company is committed to promoting environmental and social sustainability, adhering to local environmental laws and regulations in Hong Kong[176]. - The group made charitable donations totaling HKD 36,000 for the year ended March 31, 2022, consistent with the previous year[149]. - There were no significant disputes with suppliers, customers, or other stakeholders during the review period[178]. Shareholder Information - The annual general meeting for 2022 is scheduled for August 2, 2022, at 11:00 AM[174]. - The company will suspend share transfer registration from July 27, 2022, to August 2, 2022, to determine the identity of shareholders eligible to attend the annual general meeting[175]. - The independent non-executive directors have confirmed their independence according to GEM listing rules[182]. - Future More holds 750,000,000 shares, representing 75% of the company's issued share capital as of March 31, 2022[191]. - Mr. Kwan, Ms. Kwan, and other family members collectively own 75% of Future More, with individual ownership percentages of 14%, 18%, 18%, 25%, and 25% respectively[192]. - The total number of issued shares as of March 31, 2022, is 1,000,000,000[192]. Stock Options and Share Issuance - The company has a stock option plan that allows the issuance of options to eligible participants based on their contributions to the group's development and growth[195]. - The stock option plan restricts the total number of shares issued under the plan to not exceed 1% of the total issued shares within any 12-month period[198]. - The company is committed to ensuring compliance with GEM listing rules regarding the issuance of stock options and the timing of announcements[197]. - The board of directors is responsible for determining the eligibility of participants for the stock option plan based on their contributions[196]. - The stock option plan was adopted on March 23, 2018, and has been effective since the listing date[194]. - The company has disclosed that there are no other entities or individuals with significant shareholdings that require notification under the Securities and Futures Ordinance as of March 31, 2022[191].
MS CONCEPT(08447) - 2022 - 年度财报