Financial Performance - For the fiscal year ending March 31, 2023, the company reported a revenue of approximately HKD 250.4 million, an increase of about 23.5% compared to HKD 202.8 million in the previous year[8]. - The company achieved a net profit of HKD 4.0 million for the year, a significant recovery from a net loss of HKD 4.9 million in the prior year[8]. - The group recorded a revenue of approximately HKD 250.4 million for the year ended March 31, 2023, an increase of about 23.5% compared to approximately HKD 202.8 million for the previous year[18]. - The cost of goods sold was approximately HKD 89.4 million, representing an increase of about 19.7% from approximately HKD 74.7 million in the previous year[19]. - Gross profit for the year was approximately HKD 161.0 million, up about 25.7% from approximately HKD 128.1 million in the previous year, with a gross margin increase from 63.2% to 64.3%[22]. - Employee costs rose by approximately 18.5% to about HKD 75.5 million, compared to approximately HKD 63.7 million in the previous year[24]. - Rental and related expenses increased by approximately 15.2% to about HKD 15.2 million, up from approximately HKD 13.2 million in the previous year[28]. - Financing costs increased by approximately 43.3% to about HKD 4.3 million, compared to approximately HKD 3.0 million in the previous year[31]. - Other income and gains remained stable at approximately HKD 8.3 million, down slightly from HKD 8.5 million in the previous year[23]. - As of March 31, 2023, the total equity attributable to the owners of the company was approximately HKD 46.7 million, an increase from HKD 42.7 million in 2022[42]. - The cash and cash equivalents as of March 31, 2023, were approximately HKD 44.9 million, compared to HKD 28.8 million in 2022, indicating a significant increase in liquidity[42]. - Operating cash inflow for the year ended March 31, 2023, was approximately HKD 62.9 million, up from HKD 26.9 million in 2022, reflecting improved operational efficiency[42]. - Total bank borrowings as of March 31, 2023, were approximately HKD 3.3 million, a decrease from HKD 7.3 million in 2022, indicating reduced leverage[42]. - The net proceeds from the share issuance amounted to approximately HKD 39.6 million, with HKD 36.3 million already utilized by March 31, 2023[52]. - The total distributable reserves of the company as of March 31, 2023, were approximately HKD 0.6 million, down from HKD 3.4 million in 2022[165]. Business Strategy and Operations - The company plans to continue expanding its restaurant locations in suitable areas, focusing on providing diverse cuisine to enhance customer experience[9]. - The company successfully renewed leases for its "Mr. Steak" and "Hana" brand restaurants while terminating the lease for the "Marbling" brand restaurant in Causeway Bay, aiming to optimize resource allocation[8]. - The company experienced a positive impact on business performance in the fourth quarter following the lifting of COVID-19 restrictions, leading to improved customer traffic[9]. - The company anticipates a favorable business environment due to the resumption of travel and cross-border activities, which is expected to positively influence the Hong Kong economy[9]. - The company opened a new restaurant under the "犇殿" brand in Tsing Yi in July 2022, contributing to an increase in customer visits across its restaurant portfolio[13]. - The increase in revenue was primarily driven by improved customer traffic and higher per capita spending at MS (Buffet) restaurants[18]. - The number of restaurants operated by the group remained stable at 12 as of March 31, 2023[17]. - The company is optimistic about the future of its restaurant business, particularly with the anticipated improvement in consumer sentiment due to the second phase of the consumption voucher program launched in July 2023[9]. Corporate Governance - The company is committed to good corporate governance practices to enhance shareholder value[72]. - The board of directors is responsible for overseeing the management and overall performance of the group[78]. - The company has adopted the GEM Listing Rules and has complied with all applicable code provisions, except for one[74]. - The executive directors are authorized to manage daily operations and report regularly to the board[76]. - The company has a strong management team with over 30 years of experience in the restaurant industry[65]. - The board has established committees to monitor operational and financial performance[78]. - The company emphasizes the importance of internal controls and risk management[78]. - The independent non-executive directors bring diverse expertise to the board, enhancing governance[67]. - The company has a clear strategy for business planning and capital expenditure decisions[78]. - The management team is responsible for executing the business plans and strategies adopted by the board[78]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[79]. - The company has three independent non-executive directors, meeting the GEM listing rules that require at least one-third of the board to be independent[83]. - The company aims to maintain gender diversity, with 38.3% of the employee team being female as of March 31, 2023[92]. - The chairman and CEO roles are held by the same individual, Mr. Kwan, which the board believes is in the best interest of the company due to his long-term management experience[93]. - The audit committee is composed entirely of independent non-executive directors, ensuring compliance with corporate governance standards[95]. - The company conducts regular training for all directors to enhance their knowledge and skills related to their duties[86]. - The board plans to hold four regular meetings annually, with a minimum of 14 days' notice provided to directors[88]. - The company has established four board committees to oversee specific areas of its operations[94]. - The independent non-executive directors provide a wide range of business and financial expertise, contributing to the company's governance[83]. - The company has received independent confirmation of the independence of all independent non-executive directors for the year[83]. - The audit committee held five meetings during the year to review and approve the group's audited consolidated financial statements for the year and the unaudited consolidated financial statements for the three months, six months, and nine months ending June 30, September 30, and December 31, 2022[98]. - The audit committee reviewed the consolidated financial statements on June 13, 2023, and deemed them compliant with applicable accounting standards and GEM listing rules, ensuring adequate disclosure[99]. - The nomination committee held one meeting during the year to review the board's structure, size, and composition, and to assess the independence of independent non-executive directors[103]. - The nomination committee proposed recommendations for the reappointment of retiring directors at the upcoming annual general meeting[103]. - The remuneration committee reviewed and approved management's compensation proposals and made recommendations regarding the remuneration of individual executive directors and senior management[111]. - The remuneration committee held one meeting during the year to discuss various compensation-related matters and made recommendations to the board for consideration[113]. - The company is committed to ensuring that the audit process is effective and that the external auditor remains independent and objective[100]. - The nomination committee is responsible for identifying suitable candidates for board positions and ensuring diversity in terms of gender, age, and professional experience[106]. - The remuneration committee is tasked with establishing transparent procedures for setting compensation policies and structures for all directors and senior management[111]. - The company adheres to GEM listing rules regarding the composition and independence of its audit and remuneration committees[99]. - The remuneration details for directors are included in the annual report, with two senior management members earning between 0 to HKD 1,000,000[121]. - The independent auditor, Guo Wei, was paid a total of HKD 530,000 for audit and non-audit services, with HKD 503,000 for the annual audit and HKD 27,000 for non-audit services[124]. - The company has established risk management and internal control policies, with an independent internal control consultant confirming no significant deficiencies in the internal control system[129]. - The board is responsible for monitoring the effectiveness of the company's risk management and internal control systems, reviewing them at least annually[126]. - The company has a policy for disclosing inside information in compliance with the GEM Listing Rules and the Securities and Futures Ordinance[130]. - The board of directors is required to rotate and seek re-election at least every three years, with at least one-third of the directors retiring at each annual general meeting[119]. - The company has appointed independent non-executive directors with a term of three years starting from March 23, 2021[116]. - The company has implemented a code of conduct and compliance guidelines applicable to employees and directors[117]. - The board has the authority to appoint any person as a director to fill temporary vacancies or to increase the number of directors, subject to shareholder approval[120]. - The company will continue to engage external professional consultants to review its internal control systems as its business develops[129]. Shareholder Relations - The company acknowledges the support of shareholders, business partners, and employees during the challenging pandemic period[10]. - The company emphasizes effective communication with shareholders through various channels, including financial reports and announcements[144]. - Shareholders can request a special general meeting if they hold at least 10% of the paid-up capital with voting rights[136]. - The board must convene a special general meeting within two months of receiving a valid request from shareholders[140]. - The company has reviewed and considers the effectiveness of its shareholder communication policy[144]. - The company has adopted a dividend policy effective January 1, 2019, which is subject to the board's discretion[145]. - The company will continue to review its dividend policy and reserves the right to amend it at any time[145]. - No dividends were declared or proposed for the year ended March 31, 2023, consistent with the previous year[59]. - The company did not recommend a final dividend for the year ending March 31, 2023, consistent with the previous year[155]. - The annual general meeting for 2023 is scheduled for July 28, 2023, at 11:00 AM, to discuss shareholder matters[188]. Supplier and Procurement - The top five suppliers accounted for approximately 61.9% of the total procurement amount for the year ending March 31, 2023, compared to 60.1% in 2022[153]. - The largest supplier represented about 47.3% of the total procurement amount for the year ending March 31, 2023, unchanged from 2022[153]. - The total amount of food purchased from the related party, Fresh Run, for the fiscal year ending March 31, 2023, was HKD 40,709,000, an increase from HKD 35,251,000 in 2022, representing a growth of approximately 13.9%[181]. - The independent non-executive directors confirmed that the transactions under the total supply agreement were conducted in the ordinary course of business and on normal commercial terms, ensuring fairness and compliance with shareholder interests[184]. - The company has adhered to the GEM Listing Rules regarding the disclosure and annual review of continuing connected transactions, confirming compliance with relevant guidelines[181]. - The company has maintained good relationships with suppliers, customers, and other stakeholders, with no significant disputes reported during the review period[192]. - The independent auditor has confirmed that there were no issues that would lead them to believe the continuing connected transactions were not approved by the board[185]. Social Responsibility and Sustainability - The company is committed to promoting environmental and social sustainability, implementing various green measures in its operations[190]. - The total amount of charitable donations made by the company for the year ending March 31, 2023, was HKD 36,000, the same as in 2022[160]. - The company has complied with all relevant laws and regulations that could significantly impact its business and operations during the review year[191]. - There were no known conflicts of interest or competitive businesses involving directors or controlling shareholders during the fiscal year ending March 31, 2023[195].
MS CONCEPT(08447) - 2023 - 年度财报