Financial Performance - The company reported a revenue of approximately HKD 31.5 million for the fiscal year ending March 31, 2022, representing a decrease of 21.1% compared to the previous year[12]. - The company recorded revenue of approximately HKD 31.5 million for the year ended March 31, 2022, a decrease of about 21.1% compared to HKD 40.0 million for the year ended March 31, 2021[21]. - The cost of sales decreased by 19.7% to HKD 18.9 million for the year ended March 31, 2022, down from HKD 23.6 million for the previous year[22]. - Gross profit fell by 23.3% to HKD 12.6 million for the year ended March 31, 2022, compared to HKD 16.4 million for the year ended March 31, 2021[23]. - The gross profit margin remained stable at 39.9% for the year ended March 31, 2022, compared to 41.0% in 2021[24]. - The company incurred a loss of HKD 9.2 million for the year ended March 31, 2022, an increase of 176.9% from a loss of HKD 3.3 million in the previous year[30]. - The net debt-to-equity ratio was 10.0% as of March 31, 2022, compared to 8.1% in 2021[31]. - The group reported trade receivables of HKD 15.9 million, cash and cash equivalents of HKD 3.7 million, and other receivables of HKD 1.4 million as of March 31, 2022[49]. - Financial performance indicators for the fiscal year ending March 31, 2022, are detailed in the financial summary section of the annual report[129]. - The company reported that sales to its five largest customers accounted for approximately 81.0% of total revenue for the year ended March 31, 2022[153]. - The group had a total of 17 employees as of March 31, 2022, down from 25 employees in 2021[134]. Business Operations and Strategy - The company continues to focus on providing high-end precision 3D inspection solutions and precision machining solutions for industries such as aerospace, shipbuilding, ground transportation vehicles, and electronics[12]. - The company remains optimistic about future prospects despite potential economic downturns and uncertainties related to the COVID-19 pandemic, aiming to strengthen its existing smart manufacturing solutions business[14]. - The company will continue to assess the impact of global economic recovery factors, including the COVID-19 pandemic, US-China relations, and the Russia-Ukraine conflict, on its operations and financial performance[14]. - The company has entered into a service agreement with Huanggang Buddhist Culture Development Co., Ltd. for the design and construction of intelligent columbarium systems and digital smart tourism systems, which is expected to expand its technical service business[13]. - The company plans to enhance its research and development efforts and establish its own R&D center to maintain a technological edge in the smart manufacturing solutions market[51]. - The company is focused on managing liquidity risk by monitoring cash levels to ensure sufficient operational funding[55]. - The company has implemented credit policies to monitor credit risks associated with its financial assets[52]. - The group is increasing sales and marketing efforts to expand its sales team and coverage area to secure new contracts[51]. - The company has implemented strict quality control measures to ensure the delivery of high-quality smart manufacturing solutions[133]. Corporate Governance - The company has committed to improving corporate governance practices, believing that sound governance is crucial for sustainable development and asset protection[72]. - The company has adhered to the GEM Listing Rules Appendix 15 corporate governance code, with a notable deviation regarding the roles of the chairman and CEO, which are held by Mr. Huang and Mr. Zeng respectively since January 7, 2022[73]. - The company has confirmed compliance with the trading standards for directors as per GEM Listing Rules from April 1, 2021, to March 31, 2022[76]. - The board of directors includes Mr. Huang Minzhi as chairman and Mr. Zeng Weijin as CEO, both appointed on December 16, 2021[79]. - The company has undergone changes in control, leading to the resignation of Mr. Wu and the appointment of new directors on January 7, 2022[73]. - The company’s independent non-executive directors have been confirmed to meet the independence criteria set out in the GEM Listing Rules[79]. - The company’s financial and corporate governance functions are overseen by Mr. Zheng Weixi, who was appointed as company secretary on January 7, 2022[70]. - The company’s governance practices are aligned with the principles and provisions of the corporate governance code, ensuring effective leadership and management[72]. - The company has established a compliance framework for securities trading by directors, adhering to the GEM Listing Rules[75]. - The board of directors is responsible for overseeing the company's business operations and ensuring alignment with shareholder interests[80]. - The audit committee held five meetings during the fiscal year ending March 31, 2022, with attendance details provided[88]. - The remuneration committee conducted two meetings in the same fiscal year, reviewing the compensation and performance of directors and senior management[91]. - The nomination committee held three meetings, focusing on the structure, size, and composition of the board[94]. - The company has adopted a nomination policy as of December 25, 2018, outlining selection criteria and objectives[95]. - The audit committee consists of three members, all of whom are independent non-executive directors[87]. - The remuneration committee includes a majority of independent non-executive directors, ensuring unbiased compensation recommendations[90]. - The board has established specific committees to oversee various aspects of the company's operations, ensuring adequate resources are provided[83]. - The company has implemented internal guidelines requiring board approval for significant operational and investment decisions[80]. - The board is satisfied with the effectiveness of the corporate governance policies in place[82]. - The total remuneration for senior management was within the range of HKD 1,000,000 or below[110]. - The independent non-executive directors have a fixed term of three years, which can be terminated by either party with three months' written notice[102]. - The company secretary received no less than 15 hours of relevant professional training during the year ended March 31, 2022[106]. - The nomination committee evaluates candidates based on factors such as reputation, experience in business strategy, management, legal and financial aspects[1]. - The board diversity policy includes various standards such as gender, age, cultural and educational background, professional experience, skills, knowledge, and tenure[104]. - The nomination committee is responsible for recommending candidates for the board's consideration and approval[3]. - The company has adopted a board diversity policy to ensure effective implementation and monitoring[104]. - All directors confirmed compliance with the code's provisions regarding continuous professional development during the year[103]. - The nomination committee may request additional information and documents from candidates if deemed necessary[2]. - The company has established a risk management policy to address various identified risks, including operational and credit risks, ensuring effective monitoring and mitigation strategies are in place[112]. Shareholder and Dividend Policy - The company did not recommend the payment of any final dividend for the year ended March 31, 2022, consistent with the previous year[135][156]. - The company has a sustainable dividend policy aimed at balancing shareholder expectations and prudent capital management[158]. - The board will consider actual and expected financial performance, retained earnings, and capital requirements when proposing dividends[163]. - The company aims to reserve sufficient reserves for future development while allowing shareholders to share in profits[158]. - The maximum number of shares that can be issued under the share option plan is capped at 10% of the total issued shares, which amounts to 40,000,000 shares[175]. - The board retains the discretion to update or cancel the dividend policy without any legal commitment to future dividends[161]. - The board will review the dividend policy regularly to ensure it aligns with the best interests of the company and shareholders[161]. - The company has not established any preferential rights for existing shareholders regarding the issuance of new shares[162]. - The board's decision on dividend payments is subject to applicable laws and regulations[163]. Compliance and Risk Management - The company has not experienced significant adverse effects from the COVID-19 pandemic and maintains a stable financial position[48]. - There were no significant compliance issues reported for the fiscal year ending March 31, 2022, that would materially impact the company's financial or operational performance[112]. - The company has implemented additional internal control measures to ensure compliance with applicable laws and regulations, including those related to insider information[115]. - The company is committed to environmental protection and has taken steps to comply with relevant environmental laws and regulations[130]. - The board of directors is responsible for establishing and reviewing the effectiveness of the internal control system annually[115]. - The company has not identified any significant legal or regulatory violations that would severely impact its business as of March 31, 2022[131]. - There have been no significant subsequent events after March 31, 2022, up to the date of this annual report[192]. - The company has entered into a non-competition agreement with certain parties to prevent direct or indirect competition with the group[182]. - The independent auditor for the financial statements for the year ending March 31, 2022, is Moore Stephens CPA Limited, which will be reappointed at the next annual general meeting[191]. - The group applied the simplified approach under HKFRS 9 to measure the lifetime expected credit loss for trade receivables[199]. - The assessment of expected credit losses involves significant judgment and estimation, indicating a high level of inherent risk[200]. Share Capital and Major Shareholders - As of March 31, 2022, the company had issued 400,000,000 shares out of a total authorized share capital of 5,000,000,000 shares[124]. - As of March 31, 2022, major shareholders include Dingyu Technology Limited with a 36.02% stake and Yuan Ying Capital Limited with a 13.10% stake[168]. - The company has no significant contracts with major shareholders that remain valid as of March 31, 2022[163]. - The company has maintained sufficient public float as required under GEM listing rules as of March 31, 2022[189]. - There were no related party transactions or continuing connected transactions that required disclosure under GEM listing rules during the fiscal year ending March 31, 2022[186]. Employee and Talent Management - The company has adopted a share option scheme to attract and retain talented employees[134]. - The company has a stock option plan established on March 26, 2018, to recognize contributors and provide them with ownership opportunities[171]. - No share options have been granted, exercised, cancelled, or lapsed from the adoption date of the share option plan until March 31, 2022[177].
民富国际(08511) - 2022 - 年度财报