Business Operations and Financial Performance - The company reported a recovery in business operations due to the easing of COVID-19 restrictions and the resumption of dine-in services, benefiting from government measures implemented since April 21, 2022[33]. - For the fiscal year ending March 31, 2023, the net profit and profit attributable to the company's owners were approximately HKD 69,521,000 and HKD 68,567,000, respectively, representing an increase of approximately HKD 47,433,000 or 214.7% and an increase of approximately HKD 42,186,000 or 159.9% compared to the previous year[48]. - Employee costs increased by approximately 32.1% in the fiscal year 2023 compared to 2022, primarily due to the opening of new restaurants and an increase in core staff numbers[45]. - The company maintained a dividend payout ratio of not less than 50% of profit attributable to shareholders, with a dividend payout ratio of 55.2% for the fiscal year ending March 31, 2023[51]. - The company has no bank borrowings as of March 31, 2023, indicating a strong financial position[49]. - The distributable reserves for shareholders as of March 31, 2023, amount to HKD 45,297,000, down from HKD 56,752,000 in 2022[94]. - The company proposed a final cash dividend of HKD 0.052 per share for the year ended March 31, 2023, compared to HKD 0.016 for the year ended March 31, 2022, and HKD 0.048 for the interim dividend for the six months ended September 30, 2022[117]. Challenges and Management Strategies - The management highlighted ongoing challenges such as global inflation and supply chain pressures, which have significantly increased operating costs, particularly for food ingredients[34]. - The company is facing labor shortages in the restaurant industry, exacerbated by a declining and aging population in Hong Kong, necessitating government intervention to expand the labor force[34]. - The management remains cautiously optimistic about overcoming challenges while navigating the current economic landscape[34]. - The company has implemented cost-saving measures and internal training programs to enhance management structure and operational efficiency[33]. Risk Management and Compliance - The company has established various risk management guidelines and procedures to ensure compliance and operational safety[2]. - The risk management and internal control systems are designed to manage business risks and protect the company's assets from fraud or other violations[40]. - The audit committee met at least four times a year to review the effectiveness of the risk management and internal control systems[41]. - The company has established a whistleblowing procedure for employees to confidentially report misconduct or other concerns[41]. - The company has faced potential risks and uncertainties, as described in the financial statements[116]. Corporate Governance - The company emphasized the importance of fair disclosure and the integrity of information provided to build market confidence[19]. - The company has adopted GEM Listing Rules as the code of conduct for directors in securities trading, confirming compliance for the entire fiscal year ending March 31, 2023[97]. - The company has complied with the corporate governance code throughout the fiscal year ending March 31, 2023[179]. - The company has complied with the corporate governance code as per GEM listing rules for the fiscal year ending March 31, 2023[196]. - The company aims to enhance shareholder value through good corporate governance practices[200]. - The company will continue to focus on promoting good corporate governance to attract investment and protect shareholder rights[200]. Shareholder Information and Equity - As of March 31, 2023, Mr. Huang and Ms. Chen each hold 260,302,000 shares, representing approximately 68.78% ownership in the company[131]. - IKEAB Limited, beneficially owned by Mr. Huang and Ms. Chen, holds 250,318,000 shares, accounting for 66.14% of the total shares[131]. - The company has 7,060,000 unexercised share options under the share option scheme, which represents about 1.9% of the issued share capital as of March 31, 2023[140]. - The company has no significant contracts in which directors have a substantial interest, as disclosed in the financial statements[103]. - The company has no knowledge of any shareholders being exempt from taxes due to holding its securities[121]. - The company has no interests in any business that competes directly or indirectly with its operations[150]. - The company has no knowledge of any person (other than directors) holding any interests in shares that require disclosure under the Securities and Futures Ordinance as of March 31, 2023[158]. Employee and Director Information - The company’s management team includes experienced professionals with extensive backgrounds in the restaurant industry and finance[80][84]. - The company has established service agreements with directors, with terms lasting three years from their respective appointment dates[124]. - Each independent non-executive director is entitled to an annual director's fee of HKD 100,000, with no additional remuneration expected[148]. - The independent non-executive directors have a term of three years starting from January 17, 2023, with provisions for re-election[147]. - As of March 31, 2023, the company had a total of 1,130 employees, with 1,039 located in Hong Kong[173]. Donations and Community Engagement - The company made charitable and other donations amounting to HKD 121,000 for the fiscal year ending March 31, 2023[169]. Share Option Plan - The company has a share option plan adopted on December 20, 2017, allowing for the granting of options to various eligible persons[134]. - The stock option plan allows for a total of 40,000,000 shares to be granted, representing approximately 10.6% of the company's issued share capital[164]. - The exercise price for stock options granted in 2018 is HKD 0.92, with various exercise periods extending to 2028[165]. - The share options granted to directors and senior management are subject to approval from independent non-executive directors[138]. - The company must obtain shareholder approval for any share options granted that exceed a total value of HKD 5,000,000 based on the closing price on the grant date[138]. - The stock options granted to employees are capped at 10% of the total issued shares at the time of listing[162].
尝高美集团(08371) - 2023 - 年度财报