香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 本公告僅供參考，並不構成收購、購買或認購本公司證券之邀請或要約。 佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED （於百慕達註冊成立之有限公司） （股份代號：00126） 可換股債券條款及條件之建議第二次修訂 可換股債券之建議第二次修訂 根據可換股債券之條款及條件，可換股債券已於二零二五年七月三十一日到 期。於二零二四年七月三十一日，本公司已根據可換股債券之條件贖回認購 人B所持可換股債券之本金額8,000,000港元，即認購人B所持可換股債券之 全部本金額。於本公告日期，該等認購人所持可換股債券的未償還本金總額 合共為67,425,251.80港元（由認購人A及認購人C分別持有30,000,000港元及 37,425,251.80港元）。 2 可換股債券之建議第二次修訂 根據可換股債券之條款及條件，可換股債券已於二零二五年七月三十一 日到期。 ...

| 目錄 | | | --- | --- | | 關於佳寧娜 | 2 | | 關於本報告 | 2 | | 管治架構 | 4 | | 持份者參與 | 4 | | 集團使命及願景 | 5 | | 董事會寄語 | 6 | | 環保 | 6 | | 排放物 | 7 | | 資源使用 | 9 | | 環境及天然資源 | 10 | | 對抗氣候變化 | 10 | | 社會層面 | 11 | | 僱傭及勞工常規 | 11 | | 僱傭 | 11 | | 健康與安全 | 13 | | 發展及培訓 | 15 | | 勞工準則 | 17 | | 營運慣例 | 18 | | 供應鏈管理 | 18 | | 產品責任 | 18 | | 反貪污 | 23 | | 社區 | 24 | | 社區投資 | 24 | | 香港聯合交易所有限公司《環境、社會及管治報告指引》索引 | 26 | 酒店、餐飲及食品業務 食品及餐飲業務乃本集團另一核心業務。我們目前在香港及內地五個城市經營多個餐廳及麵包店 品牌，包括傳統潮州菜酒樓「佳寧娜」及順德菜酒樓「順意」以及連鎖麵包店「馥軒」、「百樂麵包」及 「V28」。 我們分別於海南、昆明及深圳經營三間食品生產 ...

佳寧娜集團控股有限公司 | 2025年報 Contents 目錄 | Financial Highlights | 財務概要 | 2 | | --- | --- | --- | | Corporate Information | 公司資料 | 3 | | Chairman's Statement | 主席報告 | 5 | | Director and Senior Management's Biographies | 董事及高級管理人員簡歷 | 9 | | Corporate Governance Report | 企業管治報告 | 15 | | Business Review | 業務回顧 | 30 | | Financial Review | 財務回顧 | 46 | | Report of the Directors | 董事會報告書 | 52 | | Independent Auditor's Report | 獨立核數師報告 | 71 | | Consolidated Statement of Profit or Loss | 綜合損益表 | 80 | | Consolidated Statement ...

Core Viewpoint - Huilv Ecological plans to acquire 49% equity of Wuhan Junheng, constituting a significant asset restructuring and related party transaction [2][4] Group 1: Acquisition Details - The transaction involves issuing shares and cash to purchase 49% equity of Wuhan Junheng and raising supporting funds from no more than 35 qualified investors [5] - The major shareholders involved in the transaction include Peng Kaisheng, Xie Jiping, and Chen Zhaohua [5] Group 2: Stock Suspension and Timeline - Huilv Ecological's stock will be suspended from trading starting July 22, 2025, for a period not exceeding 10 trading days [4] - The company is expected to disclose the transaction plan by August 5, 2025, and will resume trading unless the board fails to meet this deadline [4] Group 3: Financial Performance - For the first half of 2025, the company expects a net profit of 36 million to 49 million, representing a year-on-year increase of 177.82% to 278.14% compared to the pre-restructuring period [8] - The net profit growth is attributed to the successful integration of Wuhan Junheng, which has shown strong synergy effects since its acquisition [8] Group 4: Current Shareholding Structure - Before the transaction, Huilv Ecological holds 51% of Wuhan Junheng, with the remaining shares held by other stakeholders including Peng Kaisheng (23%) and Xie Jiping (13.61%) [7]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED （於百慕達註冊成立之有限公司） （股份代號：00126） 截至二零二五年三月三十一日止年度業績公告 業績 佳寧娜集團控股有限公司（「本公司」）董事會（「董事會」）謹此宣佈，本公司及其附屬 公司（統稱「本集團」）截至二零二五年三月三十一日止年度之綜合業績連同去年之比 較數字載列如下： 綜合損益表 2 綜合全面收入報表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | 收入 | 3 | 577,521 | 661,856 | | 銷售成本 | | (335,426) | (398,069) | | 毛利 | | 242,095 | 263,787 | | 其他收入及收益，淨額 | ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED （於百慕達註冊成立之有限公司） （股份代號：00126） 截至二零二五年三月三十一日止年度業績公告 業績 佳寧娜集團控股有限公司（「本公司」）董事會（「董事會」）謹此宣佈，本公司及其附屬 公司（統稱「本集團」）截至二零二五年三月三十一日止年度之綜合業績連同去年之比 較數字載列如下： 綜合損益表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | 收入 | 3 | 577,521 | 661,856 | | 銷售成本 | | (335,426) | (398,069) | | 毛利 | | 242,095 | 263,787 | | 其他收入及收益，淨額 | | 15,845 | ...

Financial Performance - For the six months ended September 30, 2024, Carrianna Group reported revenue of HK$324,050,000, a decrease of 11.6% from HK$366,316,000 in the same period of 2023[13]. - Gross profit for the same period was HK$194,603,000, down 10.3% from HK$217,084,000 year-over-year[13]. - The loss before tax for the period was HK$117,232,000, compared to a loss of HK$152,972,000 in the prior year, indicating an improvement of 23.4%[13]. - The net loss for the period was HK$112,056,000, a reduction from HK$140,182,000 in the previous year, reflecting a 20% decrease in losses[13]. - Basic loss per share attributable to ordinary equity holders was HK(6.96) cents, compared to HK(8.61) cents in the same period last year[13]. - Other income and gains increased significantly to HK$21,144,000 from HK$3,321,000, marking a substantial rise[13]. - Selling and distribution expenses rose to HK$151,056,000, up from HK$139,882,000, indicating an 8.1% increase[13]. - General and administrative expenses decreased slightly to HK$68,643,000 from HK$75,485,000, showing a 9.5% reduction[13]. - The loss for the period decreased to HK$112,056,000 in 2024 from HK$140,182,000 in 2023, representing a reduction of approximately 20%[16]. - Other comprehensive income for the period was HK$182,693,000, compared to a loss of HK$212,335,000 in the previous year, indicating a significant recovery[16]. - Total comprehensive income for the period was HK$70,637,000, a turnaround from a loss of HK$352,517,000 in 2023[16]. Assets and Liabilities - Non-current assets totaled HK$4,535,994,000 as of September 30, 2024, slightly down from HK$4,587,053,000 in March 2024[19]. - Current liabilities decreased to HK$2,150,218,000 from HK$2,391,907,000, showing a reduction of approximately 10%[23]. - Net current liabilities improved to HK$721,099,000 from HK$844,049,000, reflecting a positive trend[23]. - Total assets less current liabilities increased to HK$3,814,895,000 from HK$3,743,004,000, indicating growth[23]. - The equity attributable to owners of the parent increased to HK$3,031,619,000 from HK$2,959,080,000, showing an increase of approximately 2.4%[23]. - Cash and cash equivalents rose to HK$156,110,000 from HK$127,369,000, representing a growth of about 22.6%[19]. - The total tax credit for the period was HK$5,176,000, a decrease from HK$12,790,000 in the same period of 2023[62]. - As of September 30, 2024, trade receivables totaled HK$67,504,000, a significant increase from HK$31,596,000 as of March 31, 2024[77]. - Trade payables amounted to HK$52,913,000 as of September 30, 2024, up from HK$50,046,000 as of March 31, 2024[84]. Cash Flow - For the six months ended September 30, 2024, net cash flows from operating activities increased to HK$62,565,000, compared to HK$49,069,000 in the same period of 2023, representing a growth of approximately 27.5%[28]. - Net cash flows from investing activities showed a significant increase to HK$121,653,000, compared to a net outflow of HK$16,866,000 in the previous year, indicating a positive turnaround in investment activities[28]. - The total cash and cash equivalents at the end of the period were HK$156,110,000, down from HK$259,282,000 in the same period last year, reflecting a decrease of approximately 39.8%[28]. - The company reported a net increase in cash and cash equivalents of HK$26,085,000 for the period, compared to HK$6,756,000 in the previous year, showing improved cash management[28]. - The Group's free cash and bank balances increased to HK$156,110,000 as of September 30, 2024, up 22.6% from HK$127,369,000 on March 31, 2024[154]. Segment Performance - Revenue from restaurant, food, and hotel businesses was HK$270,282,000, down 13.5% from HK$312,366,000 in 2023[45]. - Property investment and development segment generated revenue of HK$53,768,000, compared to HK$53,950,000 in 2023, indicating a slight decrease[42]. - Adjusted profit before tax for the restaurant, food, and hotel segment was a loss of HK$28,137,000, while the property investment and development segment reported a loss of HK$11,805,000[42]. - The restaurant, food, and hotel segment turnover was HK$270,282,000, down 13.5% from HK$312,366,000, with segment loss increasing to HK$28,137,000 from HK$3,187,000[139]. - The hotel business turnover decreased by 35.6% to HK$9,425,000 from HK$14,638,000, mainly due to the disposal of Yiyang Carrianna International Hotel Management Company Limited, which was deemed a strategic move to focus on more profitable segments[148]. Strategic Initiatives - The company has not provided specific guidance for future performance but indicated ongoing efforts to improve operational efficiency and reduce losses[9]. - The Group plans to expand its food business in the Mainland market, leveraging its established brands and introducing new products, with the advanced Hainan food factory's production lines now operational[151]. - Management is committed to adapting business strategies in response to market conditions to enhance competitiveness and ensure sustainable growth[151]. - The Group remains cautiously optimistic about the economic outlook, despite challenges such as inflation and geopolitical tensions, expecting gradual improvements in consumer spending[148]. - The Group will continue to focus on business development in the Greater Bay Area, capitalizing on resilient demand and consumer spending in the region[151]. Shareholder Information - The total number of issued and fully paid ordinary shares remained at 1,571,359,420, with a share capital of HK$157,136,000[87]. - The total number of ordinary shares held by Ma Kai Cheung is 627,463,011, representing 39.93% of the Company's issued share capital[184]. - Ma Kai Yum holds 309,089,754 ordinary shares, accounting for 19.67% of the Company's issued share capital[184]. - The interests of directors and chief executives in shares and underlying shares are recorded in compliance with the Securities and Futures Ordinance[182].

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 324,050,000, a decrease of 11.6% from HKD 366,316,000 in the same period of 2023[2]. - Gross profit for the same period was HKD 194,603,000, down 10.3% from HKD 217,084,000 year-on-year[2]. - The company recorded a loss before tax of HKD 117,232,000, an improvement of 23.4% compared to a loss of HKD 152,972,000 in the previous year[3]. - The net loss for the period was HKD 112,056,000, which is a reduction of 20% from HKD 140,182,000 in the prior year[3]. - The basic and diluted loss per share for the period was HKD 6.96, an improvement from HKD 8.61 in the previous year[3]. - The loss attributable to shareholders for the same period was HKD 109,360,000, a reduction of 19.1% from HKD 135,216,000 in the previous year[38]. Revenue Breakdown - Revenue from the restaurant, food, and hotel segment for the six months ended September 30, 2024, was HKD 270,282, a decrease of 13.5% from HKD 312,366 in the same period of 2023[19]. - Property investment and development segment revenue for the same period was HKD 53,768, slightly down from HKD 53,950 in 2023, resulting in a total revenue of HKD 324,050, down 11.6% from HKD 366,316[17]. - Total income from customer contracts for the restaurant, food, and hotel business was HKD 270,282, while income from property management services was HKD 1,026, contributing to a total of HKD 324,050[19]. - The group's restaurant revenue for the period was HKD 136,807,000, a decrease of 18.8% compared to HKD 168,395,000 in the same period last year, primarily due to the closure of remaining Hong Kong-style "tea restaurant" outlets and high base effects from the COVID-19 recovery[44]. - The food business revenue was HKD 58,527,000, down 9.3% from HKD 64,497,000 last year, mainly due to a decline in mooncake sales driven by weak consumer sentiment[44]. - The bakery business in Hong Kong recorded revenue of HKD 65,523,000, an increase of 1.1% from HKD 64,836,000 in the previous year, with management focusing on product development and store renovations to attract new customers[45]. - The hotel business revenue was HKD 9,425,000, a decrease of 35.6% from HKD 14,638,000 last year, primarily due to the sale of a hotel management company[47]. Assets and Liabilities - The company's total assets as of September 30, 2024, amounted to HKD 4,535,994,000, a decrease from HKD 4,587,053,000 as of March 31, 2024[7]. - Current liabilities totaled HKD 2,150,218,000, a slight decrease from HKD 2,391,907,000 in the previous reporting period[9]. - The company's net asset value increased to HKD 3,165,929,000 from HKD 3,095,292,000, reflecting a growth of 2.3%[9]. - The group's trade receivables as of September 30, 2024, totaled HKD 67,504,000, significantly up from HKD 31,596,000 as of March 31, 2024[34]. - The group's trade payables as of September 30, 2024, amounted to HKD 50,046,000, reflecting a stable position in managing liabilities[36]. - The group's bank borrowings amounted to HKD 1,592,836,000, down from HKD 1,660,035,000 as of March 31, 2024, with a net debt of HKD 1,627,869,000[53]. - The capital-to-debt ratio was approximately 41.2% as of September 30, 2024, compared to 42.8% on March 31, 2024[53]. Comprehensive Income - The company reported a significant other comprehensive income of HKD 182,693,000, compared to a loss of HKD 212,335,000 in the same period last year[5]. - The group recognized a net fair value gain on investment properties of HKD 16,755 for the period, significantly lower than HKD 70,727 in the previous year[26]. - The group’s investment property valuation losses decreased significantly, contributing to the reduction in overall segment losses[39]. Strategic Outlook - The group is reassessing future development strategies for its properties to maintain flexibility and competitiveness in a challenging market environment[41]. - The group plans to continue expanding its food business in mainland China, leveraging its established brands and production capabilities[50]. - Management remains cautiously optimistic about the economic outlook for the coming year, despite ongoing uncertainties such as inflation and geopolitical tensions[48]. Corporate Governance - The audit committee consists of three independent non-executive directors responsible for reviewing and monitoring the group's financial reporting processes[63]. - The group has adopted a standard code for securities trading by directors, confirming compliance with the code during the six months ended September 30, 2024[66]. - The board believes that the company has complied with the applicable code provisions of the Corporate Governance Code during the six months ended September 30, 2024[67]. - The company or any of its subsidiaries did not purchase, redeem, or sell any of the company's listed securities during the six months ended September 30, 2024[68]. Employee Information - As of September 30, 2024, the group has approximately 270 local employees and about 1,020 overseas employees, with compensation determined based on individual performance[58]. Dividends and Transactions - The group did not recommend any interim dividend for the six months ended September 30, 2024, consistent with the previous year[30]. - On April 26, 2024, the group agreed to sell 100% equity of a subsidiary for a total consideration of RMB 130,000,000 (approximately HKD 140,200,000)[59]. - On July 15, 2024, the group agreed to sell 10% equity of a subsidiary for RMB 15,000,000 (approximately HKD 16,180,000), completing the transaction on August 8, 2024[61]. - The group did not have any significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the period ended September 30, 2024[62]. Liquidity and Cash Flow - The company’s cash and cash equivalents increased to HKD 156,110,000 from HKD 127,369,000, indicating improved liquidity[7]. - The group reported a total interest expense of HKD 58,219 for the six months ended September 30, 2024, compared to HKD 59,942 in the previous year, reflecting a slight decrease[25]. - The cost of goods sold and services provided was HKD 129,447, down from HKD 149,232 in the same period of 2023, showing a reduction in operational costs[26]. Interim Results Announcement - The interim results announcement will be published on the company's website and the Hong Kong Stock Exchange's website[70].

Revenue Performance - The group's restaurant revenue for the year was HKD 315,653,000, an increase of 17% compared to HKD 270,267,000 last year, driven by the lifting of COVID-19 restrictions and border reopening[3]. - The food business revenue decreased by 23% to HKD 218,446,000 from HKD 283,257,000 last year, primarily due to a reduction in food sales[3]. - The overall revenue for the group was HKD 661,856,000, a decrease of 3% from HKD 683,482,000 last year, with a shareholder loss of HKD 250,250,000 compared to a loss of HKD 175,680,000 last year[10]. - The group's hotel business recorded revenue of HKD 25,192,000, an increase of 20% from HKD 20,937,000 last year, with operating losses reduced by 14%[4]. - The restaurant, food, and hotel segment revenue for the year was HKD 559,291,000, down 3% from HKD 574,461,000 in 2023, with a segment loss of HKD 73,781,000 compared to a profit of HKD 8,970,000 in the prior year[27]. - Revenue from the restaurant, food, and hotel segment for the year ended March 31, 2024, was HKD 559,291,000, a decrease from HKD 574,461,000 in the previous year[63]. - Total revenue for the year ended March 31, 2024, was HKD 661,856,000, compared to HKD 683,482,000 for the previous year, reflecting a decline of approximately 3.6%[63]. Financial Position - The group's net asset value, after deducting non-controlling interests, was HKD 3,095,292,000, down from HKD 3,585,202,000 last year[11]. - The group's bank borrowings amounted to HKD 1,660,035,000, a decrease from HKD 1,699,047,000 last year, with a net debt of HKD 1,574,852,000[13]. - The group reported a net loss of approximately HKD 261,089,000 for the year ended March 31, 2024, compared to a loss of HKD 169,733,000 in the previous year, representing an increase in loss of 53.8%[45]. - As of March 31, 2024, the group's current liabilities exceeded its current assets by approximately HKD 844,049,000, compared to HKD 285,656,000 in the previous year, indicating a significant deterioration in liquidity[45]. - The total non-current assets decreased from HKD 4,827,642,000 in 2023 to HKD 4,587,053,000 in 2024, a decline of 4.9%[42]. - The group's cash and bank balances decreased from HKD 287,707,000 in 2023 to HKD 127,369,000 in 2024, a reduction of 55.7%[42]. - The total liabilities increased from HKD 2,903,869,000 in 2023 to HKD 3,039,619,000 in 2024, reflecting an increase of 4.7%[43]. - The group’s total equity decreased from HKD 3,585,202,000 in 2023 to HKD 3,095,292,000 in 2024, a decrease of 13.6%[43]. - The group’s current liabilities included interest-bearing bank borrowings of approximately HKD 1,450,391,000, with about HKD 835,324,000 drawn from revolving loans[45]. Operational Challenges - The group anticipates that the current high interest rate environment will persist, significantly increasing operational costs, and will implement strict cost control measures[9]. - The group remains cautiously optimistic about the economic outlook for the coming year, despite ongoing uncertainties in the market[6]. - The group did not employ any derivative instruments to hedge its foreign currency risks, indicating a potential exposure to currency fluctuations[34]. Property and Investment - The group's property segment revenue for the year ended March 31, 2024, was HKD 102,565,000, a decrease of 6% compared to HKD 109,021,000 in 2023, primarily due to reduced property sales revenue[24]. - Rental income from investment properties increased by 4% to HKD 100,272,000 for the year, up from HKD 96,045,000 in the previous year, as leasing activities normalized following the easing of COVID-19 restrictions[24]. - The group reported a loss of HKD 45,087,000 in the property segment, a significant improvement from a loss of HKD 96,642,000 in the previous year, mainly due to reduced valuation losses on investment properties[24]. - The group has completed the construction of the Haitan Street redevelopment project, which consists of 115 residential units and two commercial shops, with 96 units sold to date[26]. - The group has entered into an agreement to sell 100% equity of Yiyang Jianing International Hotel Management Co., Ltd. for RMB 130,000,000 (approximately HKD 140,200,000)[31]. - The group expects to receive net proceeds of approximately HKD 51,800,000 from the sale of residential units in the Haidan Street redevelopment project between August and October 2024[53]. Shareholder Matters - The group did not recommend the payment of a final dividend for the year ended March 31, 2024[67]. - The board does not recommend the payment of a final dividend for the year ended March 31, 2024, consistent with the previous year[124]. - The annual general meeting is scheduled for August 28, 2024, to discuss shareholder matters[125]. Accounting and Reporting - The group has adopted new and revised Hong Kong Financial Reporting Standards applicable to the financial statements for the year[77]. - The group’s financial position remains stable, with no significant impact from the recent accounting standard revisions[56]. - The group recognized a goodwill impairment of HKD 24,419,000, compared to HKD 11,889,000 in the previous year, indicating an increase of approximately 105.5%[100]. - The group incurred a financial cost of HKD 127.036 million, which increased from HKD 84.283 million in the previous year[123]. - The group’s operating expenses included sales and distribution expenses of HKD 141.847 million, which increased from HKD 136.163 million in the prior year[123].

Shareholding Structure - Mr. Ma Kai Cheung, the Honorary Chairman, holds a 39.93% shareholding interest, while Mr. Ma Kai Yum, the Chairman, holds 19.67%, committing to maintain at least 42% of the shares collectively[2]. - As of September 30, 2023, Regent World owned 184,121,625 shares and Bond Well owned 75,007,400 shares of the Company[3]. - Ma Kai Cheung and Ma Kai Yum are beneficiaries of discretionary trusts owning 70% of Bond Well and the entire issued share capital of Grand Wealth Investments Limited and Peaceful World Limited[3]. - Ma Kai Cheung holds 15 shares in Ginza Development Company Limited, representing 0.68% of the subsidiary's issued share capital[192]. - Ma Kai Yum holds 66 shares in Ginza Development Company Limited, representing 3% of the subsidiary's issued share capital[192]. - Ma Kai Cheung and Ma Kai Yum each hold 500,000 non-voting deferred shares in Gartrend Development Limited[192]. - As of September 30, 2023, no other directors or chief executives had registered interests or short positions in the shares of the Company[194]. - Real Potential Limited, wholly owned by Peaceful World, held 7,500,000 shares of the Company at the end of the reporting period[3]. Financial Performance - Revenue for the six months ended September 30, 2023, was HK$366,316,000, a decrease of 3.4% from HK$379,115,000 in the same period of 2022[36]. - Gross profit for the same period was HK$217,084,000, down from HK$230,101,000, reflecting a decline of approximately 5.7%[36]. - Loss before tax for the period was HK$152,972,000, compared to a loss of HK$181,709,000 in the previous year, indicating an improvement of 15.8%[36]. - Loss for the period attributable to owners of the parent was HK$135,216,000, a reduction from HK$157,586,000, representing a decrease of 14.2%[36]. - Basic loss per share for the period was HK$8.61, compared to HK$10.03 in the same period last year, showing an improvement of 14.1%[36]. - Total comprehensive loss for the period was HK$352,517,000, down from HK$444,453,000, indicating a decrease of 20.7%[39]. - Other comprehensive loss for the period amounted to HK$212,335,000, compared to HK$295,084,000, reflecting a reduction of 28.0%[39]. - The company reported net other income and gains of HK$3,321,000 for the period, compared to HK$46,438,000 in the previous year[36]. - Selling and distribution expenses increased to HK$123,900,000 from HK$116,457,000, marking an increase of 6.5%[36]. Assets and Liabilities - Total non-current assets decreased to HK$4,566,390, down from HK$4,827,642, representing a decline of approximately 5.4%[41]. - Total current assets decreased to HK$1,540,901, down from HK$1,661,429, reflecting a decrease of about 7.2%[41]. - Total current liabilities decreased to HK$1,822,270, down from HK$1,947,085, indicating a reduction of approximately 6.4%[44]. - Net current liabilities improved slightly to HK$281,369 from HK$285,656, showing a positive trend[44]. - Total liabilities decreased to HK$4,285,021 from HK$4,541,986, a reduction of about 5.6%[44]. - Net assets decreased to HK$3,218,998 from HK$3,585,202, reflecting a decline of approximately 10.2%[44]. - Equity attributable to owners of the parent decreased to HK$3,075,812 from HK$3,434,828, a decrease of about 10.5%[44]. - Cash and cash equivalents decreased to HK$259,282 from HK$287,707, a decline of approximately 9.9%[41]. - The company reported a decrease in properties held for sale to HK$421,951 from HK$449,774, a reduction of about 6.2%[41]. - The company’s interest-bearing bank borrowings increased to HK$1,075,060 from HK$1,189,482, indicating a rise of approximately 6.4%[44]. Cash Flow and Investments - For the six months ended September 30, 2023, net cash flows from operating activities were HK$49,069,000, an increase from HK$26,997,000 in the same period of 2022[48]. - The company reported a net cash outflow of HK$16,866,000 from investing activities, compared to HK$17,440,000 in the previous year[48]. - New bank loans amounted to HK$195,338,000, while repayments of bank loans were HK$145,255,000 during the period[48]. - Cash and cash equivalents at the end of the period were HK$259,282,000, slightly down from HK$262,926,000 in the previous year[48]. - The total equity as of September 30, 2023, was HK$4,086,673,000, compared to HK$3,591,964,000 as of September 30, 2022[46]. - Retained profits increased to HK$2,360,060,000 from HK$2,163,802,000 year-over-year[46]. - The fair value reserve decreased to HK$141,335,000 from HK$125,848,000 in the previous year[46]. - The company experienced a net decrease in financial assets at fair value through profit or loss of HK$34,545,000 during the period[48]. Operational Highlights - The company continues to focus on improving operational efficiency and exploring new market opportunities to enhance future performance[32]. - The Group's operating segments include restaurant, food and hotel, and property investment and development, with performance monitored separately for resource allocation[61]. - The geographical breakdown shows that revenue from Hong Kong was HK$108,602,000 and from Mainland China was HK$215,004,000, highlighting a significant contribution from the Mainland market[78]. - The restaurant segment turnover increased by 33% to HK$168,395,000, benefiting from the post-COVID-19 economic recovery[155]. - The food business turnover decreased by 30% to HK$129,333,000, primarily due to a decline in moon cake sales[156]. - The bakery business in Hong Kong recorded a 1% increase in sales to HK$64,836,000, while Profit Smart group’s profit decreased by 55% to HK$2,697,000[157]. - The Group's 50% owned Haitan Street redevelopment project has completed construction and commenced pre-sales, with over 40 residential units sold to date[148]. - The Castle Peak Road redevelopment project has begun construction, with site investigation and demolition works initiated in Q2 2023, expected to complete by mid-2026[149]. - The Guangzhou South Station Property achieved 100% occupancy, contributing to the Group's rental income[147]. Governance and Compliance - The Audit Committee reviewed the unaudited interim condensed consolidated financial statements for the six months ended 30 September 2023[4]. - The Board conducted semi-annual reviews of the internal control and risk management system, finding all material controls adequate and effective during the year[20]. - The Company has complied with the applicable code provisions of the Corporate Governance Code throughout the six months ended 30 September 2023[20]. - The Remuneration Committee aims to establish competitive remuneration levels to attract and retain key executives[10]. - The Nomination Committee is responsible for recommending suitable individuals for director appointments to enhance the Board's expertise[12]. - The Company has adopted the Model Code for securities transactions by directors, confirming compliance for the six months ended 30 September 2023[20]. - The Audit Committee comprises three independent non-executive directors, ensuring oversight of financial reporting and internal controls[3]. - The Board is responsible for maintaining effective risk management and internal control systems to safeguard the Group's assets[13]. Future Outlook - The group anticipates that high interest rates will persist, significantly increasing operating costs, and will implement stringent cost control measures[168]. - The group plans to expand its restaurant business in the Greater Bay Area, leveraging its established branding[163]. - Management believes the food business will become a key driver of profitability and growth in the coming years[168]. - The group remains cautiously optimistic about the economic outlook despite ongoing uncertainties in the market[162]. - The Group's financial strategy includes a focus on expanding its restaurant and bakery operations while managing costs effectively to improve profitability in the future[76].