[Company Information](index=5&type=section&id=Company%20Information) The company's board comprises three executive and four independent non-executive directors, ensuring governance independence, with its registered office in the Cayman Islands and main operations in Hong Kong - The company's board of directors consists of **3 executive directors** (Mr. Wong Tze Chui, Mr. Pong Kin Yee, Mr. Li Kai Leung) and **4 independent non-executive directors** (Dr. Chan Kin Keung, Mr. Ng Chun Fai, Mr. Yu Man Yiu, Ms. Wong Tsui Yu)[9](index=9&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination Committee are all chaired by independent non-executive directors, ensuring the independence of corporate governance[9](index=9&type=chunk) - The company is registered in the Cayman Islands, with its principal place of business, headquarters, and main operating location in Wong Chuk Hang, Hong Kong[10](index=10&type=chunk) - The company's website is www.classifiedgroup.com.hk, and its stock code is **08232**[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, revenue was **HK$17,008 thousand**, a **4.3% decrease** year-on-year, with loss and total comprehensive income attributable to owners of the company at **HK$2,983 thousand**, largely consistent with the prior period Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 17,008 | 17,777 | | Other income | 79 | 206 | | Other gains and losses | 767 | (1) | | Loss before tax | (2,983) | (2,996) | | Loss and total comprehensive income attributable to owners of the company for the period | (2,983) | (2,996) | | Basic and diluted loss per share (HK Cents) | (5.35) | (5.37) | - Revenue decreased by **4.3% year-on-year**, reflecting challenging operating conditions[12](index=12&type=chunk) - Despite the decline in revenue, the loss for the period remained largely consistent with the prior period, as other gains and losses shifted from a net loss to a net gain[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total non-current assets were **HK$883 thousand**, total current assets **HK$25,355 thousand**, and total current liabilities **HK$19,712 thousand**, resulting in a net asset value of **HK$6,526 thousand**, a decrease from **HK$9,509 thousand** at December 31, 2024 Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 883 | 1,267 | | Current assets | 25,355 | 26,075 | | Current liabilities | 19,712 | 17,797 | | Net current assets | 5,643 | 8,278 | | Net assets | 6,526 | 9,509 | - Net assets decreased from **HK$9,509 thousand** at December 31, 2024, to **HK$6,526 thousand** at June 30, 2025, primarily due to the loss incurred during the period[13](index=13&type=chunk)[14](index=14&type=chunk) - Current liabilities increased by **HK$1,915 thousand**, while current assets decreased by **HK$720 thousand**, leading to a significant decline in net current assets[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity attributable to owners of the company decreased from **HK$9,509 thousand** at the beginning of the period to **HK$6,526 thousand** at the end, primarily due to a **HK$2,983 thousand** loss incurred during the period Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (HK$ Thousand) | June 30, 2025 (HK$ Thousand) | | :--- | :--- | :--- | | Share capital | 11,150 | 11,150 | | Share premium | 133,445 | 133,445 | | Other reserves | 766 | 766 | | Accumulated losses | (135,852) | (138,835) | | Total equity attributable to owners of the company | 9,509 | 6,526 | - Accumulated losses increased by **HK$2,983 thousand**, directly leading to an equivalent reduction in total equity attributable to owners of the company[14](index=14&type=chunk) - Share capital, share premium, and other reserves remained unchanged during the reporting period[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was **HK$694 thousand**, net cash from investing activities **HK$879 thousand**, and net cash used in financing activities **HK$751 thousand**, resulting in a significant decrease in period-end bank balances and cash to **HK$249 thousand** from **HK$815 thousand** at the beginning of the period Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (694) | (684) | | Net cash from investing activities | 879 | 259 | | Net cash used in financing activities | (751) | (5,490) | | Net decrease in cash and cash equivalents | (566) | (5,915) | | Cash and cash equivalents at end of period | 249 | 270 | - Net cash from investing activities significantly increased, primarily due to gains from the disposal of property, plant, and equipment[16](index=16&type=chunk) - Net cash used in financing activities significantly decreased, mainly due to an increase in advances from directors, compared to repayment of directors' advances in the prior period[16](index=16&type=chunk) - Period-end bank balances and cash decreased by **HK$566 thousand** from the beginning of the period, indicating cash flow pressure[16](index=16&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the financial statements, covering general company information, accounting policies, revenue and segment information, income and expense breakdowns, balance sheet item changes, share capital, and related party transactions, offering context and detail for understanding the interim results - The company primarily engages in restaurant operations in Hong Kong[18](index=18&type=chunk) - The financial statements are presented in Hong Kong Dollars and comply with HKAS 34 and the GEM Listing Rules[19](index=19&type=chunk)[20](index=20&type=chunk) - The application of new and revised HKFRSs had no significant impact on the financial statements for the current period[22](index=22&type=chunk) [1. General Information](index=11&type=section&id=1.%20General%20Information) This section outlines Classified Group (Holdings) Limited's registration, listing status, principal place of business, and its subsidiaries' restaurant operations in Hong Kong - The company was incorporated in the Cayman Islands on **October 24, 2014**, and listed on GEM of the Hong Kong Stock Exchange on **July 11, 2016**[17](index=17&type=chunk) - The company is an investment holding company, with its subsidiaries primarily engaged in restaurant operations in Hong Kong[18](index=18&type=chunk) [2. Basis of Preparation and Presentation](index=11&type=section&id=2.%20Basis%20of%20Preparation%20and%20Presentation) The interim financial statements are prepared in accordance with HKAS 34 and the Hong Kong Companies Ordinance disclosure requirements, complying with GEM Listing Rules, and have been reviewed by the Audit Committee but not audited by external auditors - The interim financial statements are prepared in accordance with **HKAS 34** and the **GEM Listing Rules**[20](index=20&type=chunk) - The statements are unaudited but have been reviewed by the Audit Committee, which concurred with the accounting principles and practices adopted[20](index=20&type=chunk) [3. Principal Accounting Policies](index=12&type=section&id=3.%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, with accounting policies and methods consistent with the prior year, except for changes resulting from new and revised HKFRSs - The financial statements are prepared on a **historical cost basis**[21](index=21&type=chunk) - Accounting policies are largely consistent with the prior year, with changes only due to new and revised Hong Kong Financial Reporting Standards[21](index=21&type=chunk) [4. Application of Hong Kong Financial Reporting Standards](index=12&type=section&id=4.%20Application%20of%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted all new and revised HKFRSs effective for accounting periods beginning on or after January 1, 2025, with no significant impact on the condensed consolidated financial statements - The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective on or after **January 1, 2025**[22](index=22&type=chunk) - The application of these new standards had no significant impact on the condensed consolidated financial statements[22](index=22&type=chunk) [5. Revenue and Segment Information](index=12&type=section&id=5.%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from operating casual restaurants and bakeries, with revenue for the six months ended June 30, 2025, at **HK$17,008 thousand**, a **4.3% decrease** year-on-year, and segment loss expanding - The Group's operating and reportable segment is the operation of casual restaurants and bakeries ("Casual")[23](index=23&type=chunk) - Revenue refers to amounts received and receivable for services rendered and goods sold (net of discounts)[23](index=23&type=chunk) [Segment Revenue and Results](index=13&type=section&id=Segment%20Revenue%20and%20Results) Segment revenue for the casual dining and bakery business decreased, leading to an expanded segment loss for the period | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 17,008 | 17,777 | | Segment loss | (1,608) | (1,368) | - Casual segment revenue decreased by **HK$769 thousand** year-on-year, and segment loss expanded by **HK$240 thousand**[24](index=24&type=chunk) [Segment Assets and Liabilities](index=14&type=section&id=Segment%20Assets%20and%20Liabilities) Both casual segment assets and liabilities decreased, with a notable reduction in segment liabilities | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Segment assets | 4,267 | 5,136 | | Segment liabilities | 7,056 | 10,789 | - Both casual segment assets and liabilities decreased, with segment liabilities significantly reduced by **HK$3,733 thousand**[25](index=25&type=chunk)[26](index=26&type=chunk) [6. Other Income](index=16&type=section&id=6.%20Other%20Income) For the six months ended June 30, 2025, total other income was **HK$79 thousand**, a significant decrease from **HK$206 thousand** in the prior period, primarily due to a reduction in "other" category income Other Income Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest income | – | 3 | | Others | 19 | 143 | | Management fee income from associated companies | 60 | 60 | | **Total** | **79** | **206** | - Other income decreased by **HK$127 thousand** year-on-year, a **61.6% reduction**[28](index=28&type=chunk) [7. Other Gains and Losses](index=16&type=section&id=7.%20Other%20Gains%20and%20Losses) For the six months ended June 30, 2025, the Group recorded net other gains of **HK$767 thousand**, primarily from the net gain on disposal of property, plant, and equipment, compared to a net loss of **HK$1 thousand** in the prior period Other Gains and Losses Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net gain on disposal of property, plant and equipment | 768 | – | | Net foreign exchange loss | (1) | (1) | | **Total** | **767** | **(1)** | - The disposal of property, plant, and equipment generated a net gain of **HK$768 thousand**, which was the primary source of other gains for the period[29](index=29&type=chunk) [8. Finance Costs](index=16&type=section&id=8.%20Finance%20Costs) For the six months ended June 30, 2025, finance costs were **HK$72 thousand**, a significant decrease from **HK$187 thousand** in the prior period, primarily consisting of interest on lease liabilities Finance Costs Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on lease liabilities | (72) | (187) | - Finance costs decreased by **HK$115 thousand** year-on-year, a **61.5% reduction**, primarily due to lower interest on lease liabilities[30](index=30&type=chunk) [9. Loss Before Tax](index=17&type=section&id=9.%20Loss%20Before%20Tax) For the six months ended June 30, 2025, loss before tax was **HK$2,983 thousand**, largely consistent with **HK$2,996 thousand** in the prior period, primarily driven by raw materials, staff costs, depreciation, rent, and other operating expenses Major Components of Loss Before Tax | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Raw materials and consumables used in restaurant operations | (4,455) | (4,335) | | Operating lease payments for leased land and buildings | (520) | (483) | - Despite reduced finance costs, increased operating expenses such as raw materials and consumables, and lease payments, resulted in loss before tax remaining largely consistent with the prior period[12](index=12&type=chunk)[32](index=32&type=chunk) [10. Tax](index=17&type=section&id=10.%20Tax) For the six months ended June 30, 2025, and 2024, the Group had no taxable profits, thus no provision for Hong Kong Profits Tax was made - The Group had no taxable profits during the reporting period[33](index=33&type=chunk) - No provision for Hong Kong Profits Tax was made[33](index=33&type=chunk) [11. Dividends](index=17&type=section&id=11.%20Dividends) During the interim period, the company neither paid, declared, nor proposed any dividends, with the Board deciding against any dividend payment for this period - The company neither paid, declared, nor proposed any dividends during the reporting period[34](index=34&type=chunk) [12. Loss Per Share](index=18&type=section&id=12.%20Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the company was **5.35 HK cents**, a slight improvement from **5.37 HK cents** in the prior period, with no dilutive potential ordinary shares issued Loss Per Share Calculation Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company (HK$ Thousand) | (2,983) | (2,996) | | Weighted average number of ordinary shares (Thousand Shares) | 55,750 | 55,750 | | **Basic and diluted loss per share (HK Cents)** | **(5.35)** | **(5.37)** | - Loss per share slightly narrowed, reflecting a marginal reduction in total loss[37](index=37&type=chunk) - The company had no dilutive potential ordinary shares issued during the reporting period[35](index=35&type=chunk) [13. Movements in Property, Plant and Equipment](index=19&type=section&id=13.%20Movements%20in%20Property%2C%20Plant%20and%20Equipment) During the interim period, the Group disposed of approximately **HK$32,000** of property, plant, and equipment, with no such disposals in the prior period - Property, plant, and equipment disposals amounted to approximately **HK$32 thousand** in the current period[38](index=38&type=chunk) - There were no disposals of property, plant, and equipment in the prior period[38](index=38&type=chunk) [14. Trade and Other Receivables, Deposits and Prepayments](index=19&type=section&id=14.%20Trade%20and%20Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of June 30, 2025, total trade and other receivables, deposits, and prepayments were **HK$3,215 thousand**, a slight decrease from **HK$3,292 thousand** at December 31, 2024, with trade receivables primarily related to credit card settlements with typical 7-day credit terms Details of Trade and Other Receivables, Deposits and Prepayments | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables from restaurant operations | 192 | 217 | | Rental deposits | 1,793 | 2,027 | | Other deposits | 414 | 476 | | Prepayments and other receivables | 816 | 572 | | **Total** | **3,215** | **3,292** | Ageing Analysis of Trade Receivables from Restaurant Operations | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 135 | 180 | | 31 to 60 days | 4 | 7 | | 61 to 90 days | 1 | 4 | | Over 90 days | 52 | 26 | | **Total** | **192** | **217** | - Trade receivables primarily represent amounts settled by customers via credit cards, with settlement periods typically within **7 days** after the transaction date[39](index=39&type=chunk) [15. Trade and Other Payables and Accrued Charges](index=20&type=section&id=15.%20Trade%20and%20Other%20Payables%20and%20Accrued%20Charges) As of June 30, 2025, total trade and other payables and accrued charges increased to **HK$8,582 thousand** from **HK$7,751 thousand** at December 31, 2024, with credit terms for goods purchased ranging from **30 to 90 days** Details of Trade and Other Payables and Accrued Charges | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 1,655 | 1,772 | | Accrued staff-related costs | 1,888 | 1,565 | | Other payables and accrued charges | 5,039 | 4,414 | | **Total** | **8,582** | **7,751** | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 630 | 838 | | 31 to 60 days | 764 | 726 | | 61 to 90 days | 124 | 136 | | Over 90 days | 137 | 72 | | **Total** | **1,655** | **1,772** | - Accrued staff-related costs and other payables and accrued charges increased, leading to a rise in the total amount[43](index=43&type=chunk) [16. Share Capital](index=22&type=section&id=16.%20Share%20Capital) As of June 30, 2025, the company's authorized share capital was **HK$40,000 thousand**, with issued and fully paid share capital of **HK$11,150 thousand**, comprising **55,750,000 shares**, unchanged from the prior period and year-end Share Capital Details | Item | Par value per ordinary share (HK$) | Number of shares | Amount (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Authorized share capital | 0.2 | 200,000,000 | 40,000 | | Issued and fully paid share capital | 0.2 | 55,750,000 | 11,150 | - The share capital structure remained stable during the reporting period, with no new issuances or repurchases[46](index=46&type=chunk) [17. Related Party Transactions](index=22&type=section&id=17.%20Related%20Party%20Transactions) The Group engaged in various related party transactions during the reporting period, including catering income from directors and Ponti Wine Cellars, management fee income from Way Wise Limited, and management fees and goods purchases from Ponti Wine Cellars Related Party Transactions Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Catering income from directors of the company | 1 | 3 | | Catering income from Ponti Wine Cellars | 2 | 5 | | Management fee income from Way Wise Limited | 60 | 60 | | Management fees paid to Ponti Wine Cellars | 387 | 462 | | Purchase of goods from Ponti Wine Cellars | 64 | 100 | - Ponti Wine Cellars is controlled by director Mr. Pong Kin Yee and his family, while Way Wise Limited has Mr. Pong as a shareholder and director[50](index=50&type=chunk)[51](index=51&type=chunk) - Remuneration for key management personnel was **HK$210 thousand** in both reporting periods[51](index=51&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) Management discusses challenges in Hong Kong's F&B sector, including rising costs and changing consumer patterns, noting a decline in company revenue, and outlines strategies to enhance profitability through expanding delivery, improving facilities, cost control, and diversifying operational risks - Hong Kong's F&B industry faces a challenging business environment, with rising pressures from food costs, rent, utilities, and labor expenses[52](index=52&type=chunk) - The company has implemented cost-saving measures, including reducing staff costs, negotiating with suppliers, increasing marketing efforts, and expanding its takeaway product lines[52](index=52&type=chunk) - The company will address challenges with flexible marketing strategies and efficient operational responsiveness, continuously adjusting its business model[52](index=52&type=chunk) [Industry Review](index=24&type=section&id=Industry%20Review) Hong Kong's F&B sector continues to face challenges from rising costs and cautious consumer spending, with management anticipating ongoing adverse impacts on industry and Group performance, prompting the implementation of cost-saving and sales-boosting measures - Hong Kong's F&B industry faces continuous pressure from rising food costs, rent, utilities, and labor expenses[52](index=52&type=chunk) - Economic uncertainty leads to cautious customer spending and price sensitivity for dining out, impacting restaurant revenue[52](index=52&type=chunk) - The company has implemented cost-saving measures, such as reducing staff costs, negotiating with suppliers, increasing marketing, and expanding its takeaway product lines[52](index=52&type=chunk) [Business Review](index=24&type=section&id=Business%20Review) The Group primarily operates "Classified" European casual cafes and "Rise by Classified" modern bakeries, reporting net revenue of approximately **HK$17.0 million** for the six months ended June 30, 2025, a **4.3% decrease** year-on-year - "Classified" is a European casual cafe specializing in artisanal bread, cheese, and fine wines[53](index=53&type=chunk) - "Rise by Classified" is a modern bakery brand focusing on pastries, beverages, and locally sourced retail products[53](index=53&type=chunk) - For the six months ended June 30, 2025, net revenue was approximately **HK$17.0 million**, a **4.3% year-on-year decrease**[53](index=53&type=chunk) [Future Prospects](index=25&type=section&id=Future%20Prospects) Hong Kong's F&B sector is expected to remain challenging, facing high operating costs, changing consumer patterns, lease renewal difficulties, food price volatility, and labor shortages; the Group plans to expand takeaway options, upgrade facilities, monitor raw material costs, and diversify restaurant concepts to mitigate risks - Key risks include changing customer consumption patterns (e.g., avoiding dining out, cross-border travel), difficulties in finding commercially attractive locations, and potential challenges in lease renewals[56](index=56&type=chunk) - Operations may be affected by food raw material prices (including imported food impacted by exchange rate fluctuations) and future labor shortages[56](index=56&type=chunk) - Response strategies include expanding takeaway product lines, improving existing restaurant facilities, monitoring raw material quotations, and opening diverse restaurant concepts to diversify risk[56](index=56&type=chunk)[57](index=57&type=chunk) [Financial Review](index=26&type=section&id=Financial%20Review) For the six months ended June 30, 2025, total turnover was approximately **HK$17.0 million**, a **4.3% year-on-year decrease** due to changing consumer spending and a restaurant closure; total loss attributable to owners of the company was approximately **HK$3.0 million**, consistent with the prior period despite net gains from asset disposal and closure of a loss-making restaurant - Total turnover decreased by **4.3% year-on-year** to **HK$17.0 million**, primarily due to changes in consumer spending patterns and the closure of one restaurant[58](index=58&type=chunk) - Total loss attributable to owners of the company was approximately **HK$3.0 million**, consistent with the prior period[58](index=58&type=chunk) - Despite a net gain of **HK$0.77 million** from the disposal of property, plant, and equipment and the closure of a loss-making restaurant, the loss remained consistent with the prior period[58](index=58&type=chunk) [Financial Resources, Liquidity and Capital Structure](index=26&type=section&id=Financial%20Resources%2C%20Liquidity%20and%20Capital%20Structure) As of June 30, 2025, the Group's current assets were **HK$25.4 million** and current liabilities **HK$19.7 million**, with both current and quick ratios declining, a **0% debt-to-equity ratio**, and a capital structure primarily composed of equity attributable to owners, showing no significant changes during the reporting period Liquidity Ratios | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current assets (HK$ Million) | 25.4 | 26.1 | | Current liabilities (HK$ Million) | 19.7 | 17.8 | | Current ratio | 1.29 | 1.46 | | Quick ratio | 0.18 | 0.23 | | Debt-to-equity ratio | 0% | 0% | - Both the current ratio and quick ratio decreased, indicating a weakening in short-term solvency[60](index=60&type=chunk) - The capital structure consists of equity attributable to owners of the company, with no significant changes during the reporting period[61](index=61&type=chunk) [Foreign Currency Risk](index=27&type=section&id=Foreign%20Currency%20Risk) The Group's transactions are predominantly denominated in Hong Kong Dollars, thus it does not face significant foreign exchange risk - The majority of the Group's transactions are denominated in Hong Kong Dollars[62](index=62&type=chunk) - The Group does not face significant foreign exchange risk[62](index=62&type=chunk) [Capital Commitments](index=27&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments - The Group had no significant capital commitments at the end of the reporting period[63](index=63&type=chunk) [Contingent Liabilities](index=27&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no contingent liabilities - The Group had no contingent liabilities at the end of the reporting period[64](index=64&type=chunk) [Employees and Remuneration Policy](index=27&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed **50 staff** in Hong Kong, a decrease of **2** from the prior period, with remuneration policies based on market terms, individual performance, qualifications, and experience, including discretionary bonuses and other benefits - As of June 30, 2025, the Group had **50 employees**, a decrease from **52** in the prior period[65](index=65&type=chunk) - Remuneration is determined based on market terms, individual performance, qualifications, and experience, including discretionary bonuses, medical insurance, and retirement benefits[65](index=65&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) This section discloses significant events during and after the reporting period, including no listed securities transactions or share option schemes, changes in directors' and major shareholders' interests (notably a post-period change in controlling shareholder and mandatory cash offer), corporate governance, and Audit Committee operations - No purchases, sales, or redemptions of the company's listed securities occurred during the reporting period[69](index=69&type=chunk) - A significant change in shareholding occurred after the reporting period, with an offeror acquiring **65.7%** of the company's shares, triggering a mandatory unconditional cash offer[81](index=81&type=chunk) - The company has entered into a new six-year lease agreement to operate a Chinese restaurant[82](index=82&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=28&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025, or up to the date of this report - Neither the company nor its subsidiaries engaged in any purchase, sale, or redemption of listed securities during the reporting period or up to the date of this report[69](index=69&type=chunk) [Share Option Scheme](index=28&type=section&id=Share%20Option%20Scheme) As of the date of this report, the company had not granted any share options under its share option scheme - The company has not granted any share options[70](index=70&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company and its Associated Corporations](index=29&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of June 30, 2025, executive directors Mr. Wong Tze Chui and Mr. Pong Kin Yee held **24.8%** and **40.9%** of the company's shares, respectively, through controlled corporations; post-period, their controlled entities sold most of their shares, resulting in a change of company control Directors' Long Positions in the Company's Ordinary Shares | Name of Director | Capacity/Nature of interest | Number of shares held | Approximate percentage of shareholding | | :--- | :--- | :--- | :--- | | Mr. Wong Tze Chui | Interest in controlled corporation | 13,843,692 | 24.8% | | Mr. Pong Kin Yee | Interest in controlled corporation | 22,771,433 | 40.9% | - After the reporting period, entities controlled by Mr. Wong Tze Chui and Mr. Pong Kin Yee sold a total of **36,615,125 shares** of the company (representing **65.7%** of the issued share capital) to One Wood Group (BVI) Limited[71](index=71&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company](index=30&type=section&id=Substantial%20Shareholders%27%20and%20Other%20Persons%27%20Interests%20and%20Short%20Positions%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company) As of June 30, 2025, Wiltshire Global Limited and Peyton Global Limited were substantial shareholders, holding **24.8%** and **40.9%** of shares respectively, with VMS Investment Group Limited holding **6.1%**; post-period, Wiltshire Global Limited and Peyton Global Limited sold most of their shares Substantial Shareholders' Long Positions in the Company's Ordinary Shares | Name | Capacity/Nature of interest | Number of shares held | Approximate percentage of shareholding | | :--- | :--- | :--- | :--- | | Wiltshire Global Limited | Beneficial owner | 13,843,692 | 24.8% | | Ms. Li Yuen Ching | Interest of spouse | 13,843,692 | 24.8% | | Peyton Global Limited | Beneficial owner | 22,771,433 | 40.9% | | Ms. Cheng Chi Man | Interest of spouse | 22,771,433 | 40.9% | | VMS Investment Group Limited | Beneficial owner | 3,400,000 | 6.1% | | Ms. Mak Siu Han | Interest in controlled corporation | 3,400,000 | 6.1% | - After the reporting period, Wiltshire Global Limited and Peyton Global Limited sold their combined **65.7%** stake to One Wood Group (BVI) Limited[74](index=74&type=chunk)[76](index=76&type=chunk) [Directors' Interests in Competing Business](index=32&type=section&id=Directors%27%20Interests%20in%20Competing%20Business) Except as disclosed in the prospectus, directors are unaware of any business or interest that constitutes or may constitute competition to the Group's business during the reporting period, nor any other conflicts of interest - Directors had no known interests or conflicts of interest that constituted competition to the Group's business during the reporting period[77](index=77&type=chunk) [Audit Committee](index=32&type=section&id=Audit%20Committee) Established on June 14, 2016, the Audit Committee comprises four independent non-executive directors, chaired by Mr. Yu Man Yiu, responsible for reviewing financial reports, providing recommendations, and overseeing financial reporting and internal control procedures, and has reviewed these interim results - The Audit Committee comprises four independent non-executive directors, with Mr. Yu Man Yiu serving as Chairman[78](index=78&type=chunk) - Key responsibilities include reviewing financial reports, providing recommendations, and overseeing financial reporting and internal control procedures[78](index=78&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025[78](index=78&type=chunk) [Directors' Securities Transactions](index=32&type=section&id=Directors%20Securities%20Transactions) The company has adopted a code of conduct for directors' securities transactions, with terms no less stringent than GEM Listing Rules, and all directors have confirmed compliance with the required dealing standards and code of conduct - The company has adopted a stringent code of conduct for directors' securities transactions[79](index=79&type=chunk) - All directors have complied with the relevant dealing standards and code of conduct[79](index=79&type=chunk) [Corporate Governance](index=33&type=section&id=Corporate%20Governance) The company is committed to maintaining high corporate governance standards; despite a deviation from Code Provision C.2.1 where the roles of Chairman and Chief Executive are not separated (Mr. Wong Tze Chui serves as Chairman with no CEO), the Board believes this does not impair Group management and will review the structure periodically - The company is committed to maintaining high standards of corporate governance[80](index=80&type=chunk) - There is a deviation from Code Provision C.2.1 of the Corporate Governance Code, where the roles of Chairman and Chief Executive are not separated[80](index=80&type=chunk) - The Board believes this vacancy does not impair Group management and will review the structure periodically[80](index=80&type=chunk) [Events After Reporting Period](index=33&type=section&id=Events%20After%20Reporting%20Period) Two significant post-reporting period events include the sale of **65.7%** of the company's shares by major shareholders, leading to a change in control and a mandatory unconditional cash offer, and the company entering a new six-year lease agreement for a Chinese restaurant, involving approximately **HK$16.8 million** in right-of-use assets - On **July 21, 2025**, major shareholders sold **65.7%** of the company's shares to One Wood Group (BVI) Limited, resulting in a change of controlling interest[81](index=81&type=chunk) - Pursuant to the Takeovers Code, the offeror is required to make a mandatory unconditional cash offer for the company at **HK$1.318 per share**[81](index=81&type=chunk) - On **August 27, 2025**, the company entered into a six-year lease agreement to operate a Chinese restaurant, recognizing right-of-use assets totaling approximately **HK$16.8 million**[82](index=82&type=chunk)

Group 1 - CLASSIFIED GP (08232) announced a lease agreement with Sun Kwok Bun Development Company Limited for a property located at 138 Lake Chui Road, Tuen Mun, Hong Kong [1] - The lease is for a fixed term of six years, starting from August 16, 2025, to August 15, 2031, with an option to renew for an additional three years [1] - The leased property will be used for one of the group's restaurants operated by its indirect wholly-owned subsidiary, The Pawn Limited [1]

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佈的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何 部分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。 Classied Group (Holdings) Limited （於開曼群島註冊成立之有限公司） （股份代號：8232） 有關租賃協議的主要交易 租賃協議 於二零二五年八月二十七日（交易時段後），租戶（本公司間接全資附屬公司）就 該物業的租賃與業主訂立租賃協議，自二零二五年八月十六日起至二零三一年 八月十五日止（包括首尾兩日）固定期限為六年（附有三年重續選擇權），以營運 本集團的其中一間餐廳。 GEM上市規則之涵義 由於租賃協議項下該物業使用權總價值之一項或多項適用百分比率（定義見 GEM 上市規則）超過25% 但少於100%，根據GEM 上市規則第19章，其項下擬進 行之交易構成本公司之一項主要交易，且須遵守申報、公佈、通函及股東批准之 規定。 租期： 自二零二五年八月十六日起至二零三一年八月十五日止（包括 首尾兩日）6年，並附有選擇權可額外重續三年 租金： 每月應付租金包括基本租金或營業額租金。 ...

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聯合公佈的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本聯合公佈 全部或任何部分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。 本聯合公佈僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約， 亦不構成在任何司法權區索求任何投票或批准，亦不得在與適用法律相抵觸之情 況下在任何司法權區銷售、發行或轉讓本公司證券。本聯合公佈之全部或部分內 容不得在、向或從任何將構成違反其適用法律或法規之司法權區發佈、刊發或分發。 THAC Group (BVI) Limited 一木集團 (BVI) 有限公司 （於英屬處女群島註冊成立之有限公司） Classied Group (Holdings) Limited 進一步延遲寄發有關元庫證券有限公司代表一木集團(BVI)有限公司 提出強制性無條件現金要約 以收購CLASSIFIED GROUP (HOLDINGS) LIMITED 全部已發行股份（要約人及╱或其一致行動人士 已擁有或同意收購者除外）的綜合文件 要約人的聯席財務顧問 獨立董事委員會的獨立財務顧問 （股份代號：8232） ...

Classified Group (Holdings) Limited（「本公司」，連同其附屬公司稱為「本集團」）董 事會（「董事會」）謹此宣佈，本公司將於二零二五年八月二十九日（星期五）在香港舉 行董事會會議，以處理以下事項: (i) 考慮及批准本集團截至二零二五年六月三十日止止 六個月的未經審核綜合中期業績, 及批准將於香港聯合交易所有限公司 網站刊載的本集 團業績公告；(ii) 考慮派發股息（ 如有）; (iii) 考慮暫停辦理本公司股份過戶登記手 續（如需要）; 及(iv) 處理任何其他事項。 為及代表董事會 Classified Group (Holdings) Limited 主席及執行董事 黃子超 香港，二零二五年八月十五日 於本公佈日期，本公司執行董事為黃子超先生、 龐建貽先生及李啟良先生，及本公司獨立非執行 董事為陳建強醫生、吳晉輝先生、黃翠瑜女士及余文耀先生。 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佈的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部分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。 Classified G ...

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聯合公佈的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本聯合公佈 全部或任何部分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。 本聯合公佈僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約， 亦不構成在任何司法權區索求任何投票或批准，亦不得在與適用法律相抵觸之情 況下在任何司法權區銷售、發行或轉讓本公司證券。本聯合公佈之全部或部分內 容不得在、向或從任何將構成違反其適用法律或法規之司法權區發佈、刊發或分發。 THAC Group (BVI) Limited 一木集團 (BVI) 有限公司 （於英屬處女群島註冊成立之有限公司） Classied Group (Holdings) Limited （股份代號：8232） （於開曼群島註冊成立之有限公司） 聯合公佈 延遲寄發有關元庫證券有限公司代表一木集團(BVI)有限公司 提出強制性無條件現金要約 以收購CLASSIFIED GROUP (HOLDINGS) LIMITED 全部已發行股份（要約人及╱或其一致行動人士 已擁有或同意收購者除外）的綜合文件 要約人的聯席財 ...

截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: Classified Group (Holdings) Limited 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08232 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 200,000,000 | HKD | | 0.2 | HKD | | 40,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 200,000,000 | HKD | | 0.2 | HKD | | 40,000,000 | 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人 ...

| 中国新城镇(01278) | 0.141 | 0.147 | 5.00% | | --- | --- | --- | --- | | 中华汽车(00026) | 59.000 | 60.000 | 4.71% | | 中粮家佳康(01610) | 1.870 | 2.020 | 4.66% | | 原生态牧业(01431) | 0.325 | 0.340 | 4.62% | | 招商局中国基金(00133) | 16.920 | 16.940 | 4.57% | | 沪港联合(01001) | 0.440 | 0.460 | 4.55% | | 曹操出行(02643) | 41.300 | 41.800 | 4.50% | | 派格生物医药－Ｂ | 15.440 | 15.600 | 4.14% | | (02565) | | | | | 中银大湾气候(03129) | 11.260 | 11.190 | 4.09% | | 国锐生活(00108) | 0.980 | 1.040 | 4.00% | | 德康农牧(02419) | 102.800 | 110.000 | 3.77% | | 中远海运港口( ...

Group 1 - The seller, CLASSIFIED GP, has entered into a sale agreement with THAC Group (BVI) Limited to sell approximately 65.7% of its issued share capital, with completion expected on July 21, 2025 [1] - Following the completion, THAC Group and its concert parties will hold 36.6151 million shares, representing about 65.7% of the total issued share capital [1] - According to Rule 26.1 of the Takeovers Code, THAC Group is required to make a mandatory unconditional cash offer for all remaining issued shares at a price of HKD 1.318 per share, which is a premium of approximately 20.9% over the closing price of HKD 1.09 on June 30, 2025 [1] Group 2 - The directors of THAC Group include Mr. Guo Zhenkun, Mr. Chen Zhuoxi, and Ms. He Jiayi, with ownership stakes of 53%, 27%, and 10% respectively [2] - The company has applied to the Stock Exchange for the resumption of trading of its shares starting from 9:00 AM on July 23, 2025 [2]

Financial Performance - Total revenue for the year ended December 31, 2024, was approximately HKD 35.7 million, a decrease of 1.7% compared to HKD 36.4 million in 2023[12]. - The loss attributable to the owners of the company for the year was HKD 8.3 million, reduced from HKD 15.3 million in 2023, primarily due to the absence of inventory write-downs[12]. - The group reported a loss of approximately HKD 8,310,000 for the year ending December 31, 2024[195]. - The company reported a pre-tax loss of HKD 8,310,000 for 2024, improving from a loss of HKD 15,346,000 in 2023[179]. - Basic and diluted loss per share for the year was HKD 14.91, compared to HKD 49.05 in the previous year, indicating a significant reduction in losses[179]. - The company’s total equity attributable to owners decreased from HKD 17,819,000 in 2023 to HKD 9,509,000 in 2024, a decline of approximately 46.7%[183]. - The group incurred a net loss of approximately HKD 8,310,000 as of December 31, 2024, with total current liabilities amounting to HKD 17,797,000 and cash reserves of only HKD 815,000[162]. Assets and Liabilities - Non-current assets decreased from HKD 2.94 million in 2023 to HKD 1.27 million in 2024[19]. - Current assets decreased from HKD 32.99 million in 2023 to HKD 26.08 million in 2024[19]. - Total assets decreased from HKD 35.93 million in 2023 to HKD 27.34 million in 2024[19]. - Total liabilities decreased slightly from HKD 18.12 million in 2023 to HKD 17.83 million in 2024[19]. - Total liabilities decreased from HKD 18,115,000 in 2023 to HKD 17,833,000 in 2024, a reduction of approximately 1.56%[182]. - Current liabilities increased to HKD 17,797,000 in 2024 from HKD 16,640,000 in 2023, representing an increase of about 6.9%[181]. - The company’s total liabilities exceeded total assets, indicating potential concerns regarding its ability to continue as a going concern[178]. Operational Challenges - The management acknowledges ongoing challenges in the restaurant industry, including rising food costs and competition, which may adversely affect performance[13]. - The group is facing ongoing challenges in the Hong Kong restaurant industry, including rising food costs, rent, utilities, and labor costs, which are putting pressure on profit margins[20]. - The group recognizes the need for flexibility in marketing strategies and operational adaptability to navigate the challenging macro environment[20]. - The group anticipates that the transformation of the local consumption market will continue to impact its performance negatively[27]. Strategic Initiatives - The company plans to expand its takeaway product line and diversify promotional strategies to enhance overall business performance[14]. - The group has implemented strategic measures to increase revenue and reduce costs, including negotiating lower rents and achieving more favorable terms with suppliers[20]. - The group plans to closely monitor supplier pricing for raw materials to ensure competitive pricing and improve market share[25]. - The group aims to expand its takeaway product line and enhance existing restaurant facilities to attract more customers[26]. - The company is actively seeking opportunities to expand revenue sources and increase shareholder value[14]. Corporate Governance - The company has a strong governance structure with a diverse board comprising members with expertise in finance, law, and public service[35][36][37][38][39]. - The board includes members with significant academic and professional qualifications, ensuring informed decision-making[36][39]. - The company has adopted a board diversity policy effective from January 3, 2019, ensuring a balanced composition with diverse management experience and industry knowledge[46]. - The independent non-executive directors play a crucial role in providing strategic advice and ensuring high standards of financial reporting[48]. - The board of directors is responsible for guiding management and reviewing its efficiency, focusing on long-term shareholder value enhancement[43]. Shareholder Relations - The group acknowledges the importance of effective communication with shareholders to enhance investor relations[92]. - The board will consider various factors, including the group's overall financial condition and future cash needs, when declaring dividends[88]. - The group has adopted a dividend policy outlining the criteria and manner for declaring dividends since January 3, 2019[86]. - The group will not recommend any dividend payment for the year ending December 31, 2024[99]. Compliance and Risk Management - The company has a strict code of conduct for securities trading, ensuring compliance with the GEM Listing Rules[50]. - The company has confirmed that all independent non-executive directors are independent as of December 31, 2024, based on assessments by the nomination committee[48]. - The company has implemented appropriate procedures to safeguard its assets and ensure compliance with relevant laws and regulations[77]. - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2024[160]. Future Outlook - The company is positioned for future growth with a strategic focus on expanding its market presence and enhancing its service offerings[35][38]. - The company's ability to continue as a going concern is dependent on the financial support from two major beneficial shareholders and the future economic outlook in Hong Kong[196]. - There is significant uncertainty regarding the group's ability to continue operations, which may affect the realization of assets and settlement of liabilities[196]. - The overall economic outlook in Hong Kong and consumer behavior related to cross-border spending remains uncertain[195].