Financial Performance - Total revenue for the year ended December 31, 2023, was approximately HKD 36.4 million, a decrease of 2.9% compared to HKD 37.5 million in 2022[14]. - The loss attributable to the owners of the company for the year was HKD 15.3 million, an improvement from a loss of HKD 20.4 million in 2022[14]. - The group's total revenue for the year ended December 31, 2023, was approximately HKD 36.4 million, a decrease of about 2.9% compared to HKD 37.5 million for the year ended December 31, 2022[31]. - The loss attributable to the owners of the company for the year ended December 31, 2023, was approximately HKD 15.3 million, down from HKD 20.4 million in the previous year[31]. - The group reported a net loss of approximately HKD 15,346,000 as of December 31, 2023, with total current liabilities amounting to HKD 16,640,000 and cash reserves of only HKD 6,185,000, raising significant doubts about the group's ability to continue as a going concern[191]. Assets and Liabilities - Non-current assets increased to HKD 2.941 million in 2023 from HKD 1.414 million in 2022[21]. - Total assets decreased to HKD 35.934 million in 2023 from HKD 38.926 million in 2022[21]. - Total liabilities decreased slightly to HKD 18.115 million in 2023 from HKD 18.567 million in 2022[21]. - As of December 31, 2023, the group's current assets were approximately HKD 33.0 million, down from HKD 37.5 million as of December 31, 2022[112]. - The group's current liabilities were approximately HKD 16.6 million as of December 31, 2023, compared to HKD 16.2 million as of December 31, 2022[112]. - The debt ratio was 0% as of both December 31, 2023, and December 31, 2022[112]. Business Strategy and Operations - The company plans to expand its takeaway product line and diversify promotional strategies to enhance overall business performance[16]. - Management believes that the restaurant industry will gradually recover as the mainland China reopens its borders and COVID-19 restrictions are eased[15]. - The company completed a share consolidation and increased its authorized share capital to strengthen its working capital and financial position[16]. - The company operates six restaurants under the Classified and Rise by Classified brands in Hong Kong[15]. - The management anticipates ongoing challenges in the restaurant industry due to rising food costs, rent, and labor expenses, which will pressure profit margins[15]. - The closure of two "Classified" restaurants in February and July 2022 had a net negative impact on revenue, while existing restaurants generated more income due to the reopening of borders[31]. - The group plans to expand its takeaway product line and enhance marketing efforts to stimulate sales[29]. - The group aims to improve existing restaurant facilities to attract more customers and closely monitor supplier pricing for raw materials[29]. Governance and Compliance - The company has adopted a board diversity policy effective from January 3, 2019, focusing on various factors such as age, gender, education, and industry experience to ensure a balanced board composition[54]. - The board consists of three independent non-executive directors, ensuring over one-third of the board members are independent, reflecting adequate independence[51]. - The company has deviated from the code by not having a Chief Executive Officer, but the board believes this does not impair management due to the nature and scale of the business[53]. - The independent non-executive directors play a crucial role in providing strategic advice and ensuring high standards of financial reporting and checks to protect shareholders' interests[57]. - The company has implemented a code of conduct for securities trading by directors, ensuring compliance with the GEM Listing Rules[59]. - The controlling shareholders have made a non-competition commitment to the company, ensuring they will not engage in competing businesses[60]. - The company confirmed compliance with non-competition agreements for the year ending December 31, 2023, as stated by existing controlling shareholders[62]. - The board of directors held a total of six meetings during the year, with attendance rates for executive directors ranging from 83% to 100%[71]. - The company has established three committees: the remuneration committee, nomination committee, and audit committee, each with defined responsibilities[74]. - The board retains decision-making authority on all significant matters, including major transactions and financial data[63]. Shareholder and Capital Management - The company completed a rights issue on October 25, 2023, issuing 33,450,000 new shares, with net proceeds of approximately HKD 12.81 million[114]. - The total amount raised from the rights issue before expenses was approximately HKD 14.25 million[121]. - The company plans to use approximately HKD 5.1 million from the rights issue proceeds to repay certain shareholder loans[121]. - As of December 31, 2023, the company had issued a total of 55,750,000 shares[114]. - The company proposed a share consolidation on July 6, 2023, merging every twenty existing shares into one new share[113]. - The share option plan aims to attract and retain top talent and provide additional incentives to employees and partners[134]. - The maximum number of shares that may be issued under the share option plan is capped at 10% of the total shares issued at the time of the GEM listing[140]. - The total number of shares issued due to the exercise of options granted to participants cannot exceed 1% of the issued shares in any 12-month period[141]. - Any further grants of options to related parties must be approved by shareholders at a general meeting[143]. Risk Management and Audit - The group’s business review, including major risks and uncertainties, is discussed in the management discussion and analysis section of the annual report[106]. - The company has established a disclosure policy to guide the handling of confidential information and monitor information disclosure[84]. - The independent non-executive directors regularly review related party transactions to ensure compliance with annual limits[86]. - The Audit Committee is satisfied with the independence of the external auditor and has recommended their reappointment for the next fiscal year[83]. - The board of directors acknowledges their responsibility to ensure that the financial statements for the year ending December 31, 2023, are prepared in accordance with the Hong Kong Companies Ordinance and accurately reflect the group's affairs, profitability, and cash flow[87]. - The company has outsourced its internal audit function to an independent internal audit firm, which reports directly to the Audit Committee[86]. - The internal control system aims to ensure effective operations and minimize risks, providing reasonable assurance against misstatements or losses[84]. Employee and Social Responsibility - The group employed 59 staff in Hong Kong as of December 31, 2023, an increase from 58 in the previous year, with no discretionary bonuses paid to directors during the year[179]. - The group is committed to promoting and maintaining environmental and social sustainability in Hong Kong, adhering to all relevant laws and regulations[180]. - An independent environmental, social, and governance report is expected to be published on the stock exchange and the company's website[181].
CLASSIFIED-NEW(08232) - 2023 - 年度财报