Company Overview - Millennium Pacific Group Holdings Limited is positioned in the GEM market, which accommodates small and mid-sized companies with higher investment risks compared to those listed on the Main Board[4]. - The report confirms that the information provided is accurate and complete in all material respects, with no misleading or deceptive statements[11]. - The company acknowledges the potential for high market volatility in securities traded on GEM, which may affect liquidity[9]. - The report emphasizes the importance of careful consideration before investing in GEM-listed companies due to associated risks[5]. - The company takes full responsibility for the report's contents, ensuring compliance with GEM Listing Rules[4]. Governance and Management Changes - The board of directors has undergone changes, with several appointments and resignations in 2023, including the appointment of Mr. Chen Yiliang as an executive director[16]. - The audit committee is chaired by Mr. Man Wai Lun, with new members appointed in 2023 and 2024[17]. - The company has a compliance officer appointed in May 2023, ensuring adherence to regulations[18]. - The company secretary was appointed in December 2023, indicating ongoing governance updates[19]. - The Company has arranged appropriate insurance cover for its Directors against legal actions, which remains in force as of the report date[141]. - The company confirmed that there are no controlling shareholders or directors with interests in any competing businesses as of December 31, 2023[161]. - The Company resolved to grant 68,720,000 share options on June 4, 2019, and 103,072,000 share options on June 10, 2022[176]. Financial Performance - In 2023, the total revenue of the Group decreased by 6.4% from HK$65.7 million in 2022 to HK$61.5 million in 2023[33]. - Revenue from manufacturing of electronic products accounted for 87.5% of overall revenue in 2023, up from 27.3% in 2022[33]. - Overall gross profit margin slightly increased to approximately 6% compared to 5% in 2022, with gross profit rising by HK$0.5 million from HK$3.3 million in 2022 to HK$3.8 million in 2023[33]. - The Group recorded a loss attributable to owners of the Company of HK$17.3 million in 2023, a decrease of HK$1.1 million from HK$18.4 million in 2022[47]. - The associate, Celestial Rainbow Group, contributed a loss of HK$13.7 million in 2023, compared to HK$7.2 million in 2022, indicating increased operational challenges[42]. - Total operation-related expenses decreased by HK$9.4 million from HK$16.9 million in 2022 to HK$7.5 million in 2023, primarily due to reduced staff costs and no impairment losses on right-of-use assets[41]. - Staff costs decreased by HK$0.8 million from HK$5.8 million in 2022 to HK$5.0 million in 2023, attributed to tightened control and downsizing of operations[39]. Business Expansion and Strategy - The Group acquired 70% shares of Guoke Tewei (Beijing) Biotechnology Co., Ltd, expanding its business into specialized milk products and healthy food items[27]. - The Group expects to record revenue from the new business segment in 2024[34]. - The Group has made tactical adjustments to focus on the PRC healthy food consumer market, which is perceived as less vulnerable to current economic challenges[29]. - The Group continues to engage in research and development, manufacturing, and sales of consumer electronic products, providing one-stop services to customers[26]. - The Group is exploring various investment opportunities to enhance shareholder value amid challenging market conditions[27]. - The Group aims to explore the business of specialized milk products and healthy food items developed under self-owned brands following the acquisition of Guoke[91]. Financial Position and Ratios - The current ratio improved to 0.86 in 2023 from 0.67 in 2022, while the quick ratio also increased to 0.84 from 0.67[50]. - The gearing ratio significantly decreased to 1.10 in 2023 from 20.99 in 2022, reflecting a substantial reduction in total debt relative to equity[50]. - The Group had approximately HK$1.9 million in bank and cash balances as of 31 December 2023, compared to HK$1.7 million in the previous year[69]. Share Options and Convertible Bonds - The Company issued convertible bonds totaling HK$6,500,000 with a 4% annual interest rate, convertible into 203,125,000 shares at an initial conversion price of HK$0.032, representing an 18.5% premium over the closing price on 22 May 2023[60]. - The net proceeds from the issuance of the 2023 Convertible Bonds were approximately HK$6.4 million, intended for general working capital[61]. - Following a share consolidation on 30 June 2023, the conversion prices for the 2021 and 2023 Convertible Bonds were adjusted to HK$1.2 and HK$0.32 respectively[62]. - On 14 September 2023, the Company issued additional convertible bonds amounting to HK$3,000,000, convertible into 20,000,000 shares at a conversion price of HK$0.15, which is a 10.3% premium over the closing price on 30 August 2023[63]. - The net proceeds from the issuance of the 2023 Convertible Bonds II were approximately HK$3 million, also intended for general working capital[68]. - As of 31 December 2023, outstanding convertible bonds totaled HK$9.5 million, down from HK$20 million as of 31 December 2022[69]. Employee and Environmental Policies - The Group emphasizes the importance of employees as key assets and maintains strong relationships with customers and suppliers to provide quality products and services[112]. - The Group's environmental policies focus on reducing electricity consumption and promoting recycling to minimize environmental impact[113]. - The emolument policy for employees is based on merit and market statistics, with competitive compensation packages offered[136]. - The Group has developed rules and regulations regarding recruitment, promotion, and benefits, including share options[137]. Legal and Compliance Matters - The Group has recognized a provision for a legal claim amounting to approximately RMB0.63 million plus overdue interests[81]. - As of December 31, 2023, the Group had no other contingent liabilities disclosed in the report[82]. - There were no related party transactions that fell under the definition of "connected transaction" for the year ended December 31, 2023[198]. - No contracts concerning the management and administration of the business were entered into during the year[186]. Audit and Financial Statements - The consolidated financial statements for the year ended December 31, 2023, were audited by McMillian Woods (Hong Kong) CPA Limited[200]. - The Group's results for the year ended December 31, 2023, are detailed in the consolidated financial statements, with no dividends recommended for this period[118]. - The Company's distributable reserves as of December 31, 2023, were reported as nil[131].
汇思太平洋(08147) - 2023 - 年度财报