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依賴該等內容而引致的任 何 損 失 承 擔 任 何 責 任。 JIN MI FANG GROUP HOLDINGS LIMITED 今米房集團控股有限公司 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：8300） 截至二零二五年三月三十一日止年度的全年業績公佈 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM之特色 GEM的 定 位，乃 為 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中 小 型 公 司 提 供 一 個 上 市 的 市 場。有 意 投 資 的 人 士 應 了 解 投 資 於 該 等 公 司 的 潛 在 風 險，並 應 經 過 審 慎 周 詳 的 考 慮 後 方 作 出 投 資 決 定。 由 於GEM上 市 公 司 通 常 為 中 小 型 公 司，在GEM買賣的證券可能會較於 主 板 買 ...

Financial Performance - For the six months ended September 30, 2024, the group recorded unaudited revenue of approximately HKD 11,600,000, a decrease of about HKD 5,900,000 or 33.7% compared to HKD 17,500,000 for the same period in 2023[10] - The unaudited loss attributable to owners of the company for the six months ended September 30, 2024, was approximately HKD 6,400,000, compared to HKD 10,900,000 for the same period in 2023[10] - Basic and diluted loss per share for the six months ended September 30, 2024, was HKD 0.24, an improvement from HKD 0.41 for the same period in 2023[10] - The group reported a gross profit of HKD 8,128,000 for the six months ended September 30, 2024, down from HKD 10,348,000 in the same period of 2023[13] - Operating loss for the six months ended September 30, 2024, was HKD 5,089,000, a reduction from HKD 10,476,000 for the same period in 2023[13] - The group reported total revenue of HKD 11,593,000 for the six months ended September 30, 2024, a decrease of 33.6% compared to HKD 17,467,000 for the same period in 2023[48] - Revenue from the restaurant and related business was HKD 10,380,000, down 26.5% from HKD 14,183,000 in the previous year[48] - The group incurred a loss before tax of HKD 5,280,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,955,000 for the same period in 2023[41] - The company reported a loss attributable to shareholders of HKD 6,398,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,893,000 for the same period in 2023, representing a 41.5% improvement in losses year-over-year[59] Cash Flow and Liquidity - Cash and cash equivalents decreased significantly to HKD 686,000 as of September 30, 2024, from HKD 9,114,000 as of March 31, 2024[18] - Operating cash flow for the six months ended September 30, 2024, was HKD 596,000, a significant improvement from a cash outflow of HKD 4,942,000 in the same period last year[25] - The cash and cash equivalents decreased by HKD 8,455,000 during the reporting period, ending with HKD 686,000[25] - As of September 30, 2024, the company's total liabilities exceeded its total assets by approximately HKD 16,288,000[33] - The company has committed to providing ongoing financial support to ensure sufficient liquidity for operations[33] - The group has sufficient operating funds to meet its financial obligations for the next twelve months[34] Assets and Liabilities - Total assets less current liabilities amounted to HKD (16,288,000) as of September 30, 2024, compared to HKD (7,077,000) as of March 31, 2024[18] - Current liabilities increased to HKD 26,099,000 as of September 30, 2024, from HKD 25,935,000 as of March 31, 2024[18] - The company's equity attributable to owners decreased to HKD (15,708,000) as of September 30, 2024, from HKD (9,337,000) as of March 31, 2024[22] - The company had a total capital and reserves of HKD (16,288,000) as of September 30, 2024[21] - The company reported a decrease in accumulated losses to HKD (155,921,000) as of September 30, 2024, from HKD (149,523,000) as of April 1, 2024[22] Cost Management - The company implemented cost-saving measures to control administrative expenses and improve operating cash flow[33] - Administrative expenses decreased by approximately 19.4% from HKD 6,700,000 for the six months ending September 30, 2023, to HKD 5,400,000 for the same period in 2024, mainly due to reductions in cleaning, remuneration, and fixed costs[111] - Employee costs increased by approximately 9.7% to about HKD 10,200,000 for the six months ended September 30, 2024, from HKD 9,300,000 for the same period in 2023[103] Business Operations - The group has gradually closed its restaurants in Hong Kong due to financial losses and is reviewing future business plans in the restaurant sector[92] - The group established a liquor supply department and is collaborating with clients to develop brewing formulas and negotiate with brewers for custom liquor production[90] - A framework agreement was signed with Nanjing Zerui Longxiang Supply Chain Management Co., Ltd. to provide platform services for selling and distributing the group's products through its e-commerce platform[91] - The group’s major operational costs include the cost of sold inventory, employee costs, and property rent, which are critical to overall financial performance[145] Corporate Governance - The board believes that preparing the financial statements on a going concern basis is appropriate[34] - The audit committee, consisting of three independent non-executive directors, has reviewed the interim financial statements for the six months ending September 30, 2024[170] - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with GEM listing rules[167] - The board emphasizes high standards of corporate governance to maintain transparency and protect shareholder interests since the company’s listing on August 8, 2016[147] Future Outlook - The company plans to strengthen its existing business development and seek stable returns and growth prospects for shareholders[92] - The group has no plans for significant investments or capital assets beyond what has been disclosed in the report as of September 30, 2024[146] - The group’s operations in China and Hong Kong are susceptible to economic developments and unforeseen events, which could significantly impact business performance[141] Shareholder Information - As of September 30, 2024, Tian Shield Investment Limited holds 1,730,560,000 shares, representing 65.46% ownership in the company[161] - Mr. Zhou Feng is the sole beneficial owner of Tian Shield Investment Limited, which is registered in the British Virgin Islands[161] - The company has a stock option plan established on July 21, 2016, with a total of 140,000,000 options available for grant, accounting for approximately 5.3% of the total issued shares as of September 30, 2024[167] - No stock options were granted, exercised, or cancelled in the six months ending September 30, 2024[166] Risk Factors - The group faces significant credit risk primarily associated with accounts receivable, deposits, and cash equivalents, with the maximum credit risk arising from the book value of confirmed financial assets[134] - The minimum wage in Hong Kong has increased from HKD 37.5 to HKD 40.0 per hour, effective May 1, 2023, which may further impact employee costs[145] - The group relies on a stable supply of food ingredients and liquor, with prices subject to fluctuations, which may affect cost control measures[145] - As of September 30, 2024, the group has not purchased, sold, or redeemed any shares, including any treasury shares[149]

Financial Performance - For the six months ended September 30, 2024, the group recorded unaudited revenue of approximately HKD 11,600,000, a decrease of about HKD 5,900,000 or 33.7% compared to HKD 17,500,000 for the same period in 2023[14] - The group reported an unaudited loss attributable to owners of the company of approximately HKD 6,400,000, compared to a loss of approximately HKD 10,900,000 for the same period in 2023[14] - Basic and diluted loss per share for the six months ended September 30, 2024, was HKD 0.24, an improvement from HKD 0.41 for the same period in 2023[14] - Gross profit for the six months ended September 30, 2024, was HKD 8,128,000, down from HKD 10,348,000 in the same period of 2023[17] - Operating loss for the six months ended September 30, 2024, was HKD 5,089,000, an improvement from HKD 10,476,000 for the same period in 2023[17] - Total comprehensive loss for the six months ended September 30, 2024, was HKD 6,398,000, compared to HKD 10,893,000 for the same period in 2023[17] - The company reported a net loss of HKD 5,280,000 for the six months ended September 30, 2024, compared to a loss of HKD 11,019,000 for the same period in 2023, representing a 52% improvement in loss[20] - Total comprehensive expenses amounted to HKD 5,253,000, down from HKD 11,019,000 in the previous year, indicating a significant reduction of 52%[20] - The company reported a loss before tax of HKD 6,398,000 compared to a loss of HKD 10,893,000 in the previous period, showing an improvement of approximately 41.5%[63] Revenue and Costs - Total revenue for the six months ended September 30, 2024, was HKD 11,593,000, a decrease of 33.6% from HKD 17,467,000 for the same period in 2023[52] - Revenue from the restaurant and related business was HKD 10,380,000, down from HKD 14,183,000 in the previous year, representing a decline of 26.5%[52] - Cost of goods sold decreased to HKD 3,465,000 from HKD 7,119,000, indicating a reduction of approximately 51.3%[56] - The cost of goods sold decreased by approximately HKD 3,600,000 or 50.7% to HKD 3,500,000 for the same period, attributed to reduced revenue from the restaurant and related businesses[101] Cash Flow and Liquidity - The company's cash and cash equivalents decreased to HKD 686,000 from HKD 9,114,000, reflecting a decline of 92%[29] - Operating cash flow generated was HKD 596,000, a recovery from a cash outflow of HKD 4,942,000 in the prior year[29] - The company reported a net cash outflow from financing activities of HKD 9,051,000, compared to HKD 5,123,000 in the previous year, indicating an increase in cash used for financing[29] - As of September 30, 2024, the group's cash and cash equivalents were approximately HKD 700,000, down from about HKD 9,100,000 as of March 31, 2024, primarily due to cash used for daily operations and repayment of bank loans[128] Employee Costs - Employee costs increased to HKD 10,195,000 for the six months ended September 30, 2024, compared to HKD 9,320,000 in the same period of 2023[17] - Employee benefits expenses rose to HKD 10,195,000 from HKD 9,320,000, reflecting an increase of about 9.4%[56] - Employee costs, including salaries and benefits, are competitive and subject to regular review, with the minimum wage in Hong Kong increased from HKD 37.5 to HKD 40.0 per hour effective May 1, 2023, potentially impacting future employee costs[149] Business Strategy and Operations - The group implemented cost-saving measures to improve cash flow and meet operational funding needs[37] - The group anticipates sufficient cash flow to meet its operational funding requirements for the next twelve months[38] - The company plans to close its restaurants in Hong Kong by the end of October 2024 due to ongoing market uncertainties and has been reviewing future business plans in the restaurant sector[96] - The company aims to diversify its revenue sources by exploring opportunities in food sales and distribution, including providing management services and brand management[96] - The group recorded a segment profit of HKD 2,978,000 from the restaurant and related business, while the liquor business incurred a loss of HKD 1,832,000[45] Assets and Liabilities - The company’s current liabilities rose to HKD 26,099,000 from HKD 25,935,000, indicating a slight increase of 1%[22] - The net current liabilities increased significantly to HKD 16,419,000 from HKD 8,064,000, representing a 103% increase[22] - The company’s total assets less current liabilities showed a decline to HKD 16,288,000 from HKD 7,077,000, reflecting a deterioration of 130%[22] - Current liabilities exceeded total assets by approximately HKD 16,288,000 as of September 30, 2024[37] Shareholder Information - Mr. Zhou holds 1,730,560,000 shares through Tian Dun Investment Limited, representing 65.46% of the total equity[159] - Ms. Zhang holds 1,879,540,000 shares, which accounts for 71.10% of the total equity[159] - As of September 30, 2024, there are no unexercised options under the stock option plan, with a total of 140,000,000 options available for grant, representing approximately 5.3% of the total issued shares[171] Compliance and Governance - The audit committee, consisting of three independent non-executive directors, is responsible for reviewing financial statements and overseeing internal control procedures[174] - The company has complied with the GEM Listing Rules regarding the trading standards for directors, confirming adherence to regulations as of September 30, 2024[171] - The company’s financial statements for the six months ending September 30, 2024, have been reviewed by the audit committee but not audited by external auditors[174]

Financial Performance - Jin Mi Fang Group Holdings Limited reported a significant increase in revenue for the fiscal year 2023/24, with total revenue reaching HKD 500 million, representing a growth of 25% compared to the previous year[3]. - The company achieved a net profit of HKD 50 million, which is a 15% increase year-over-year, indicating improved operational efficiency[3]. - For the fiscal year ending March 31, 2024, the company reported revenue of HKD 51,729,000, a significant increase from HKD 29,744,000 in the previous year, representing a growth of approximately 74.0%[19]. - The company experienced a pre-tax loss of HKD 29,409,000, compared to a loss of HKD 22,281,000 in the previous year, indicating a deterioration in financial performance[19]. - The group recorded a net loss of approximately HKD 32.1 million for the year ended March 31, 2024, compared to a net loss of approximately HKD 22.3 million in the previous year, reflecting an increase in losses of approximately 44%[52]. - The company has set a revenue guidance of HKD 600 million for the next fiscal year, projecting a growth rate of 20%[3]. Business Expansion and Strategy - User data showed a 30% increase in active users, reaching 1 million users by the end of the fiscal year, reflecting successful marketing strategies[3]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% market share within the next two years[3]. - Jin Mi Fang is investing HKD 100 million in new product development, focusing on innovative technology solutions to enhance user experience[3]. - A strategic acquisition of a local tech startup was announced, expected to enhance the company's technological capabilities and market reach[3]. - The company established a new business in China focused on premium liquor brand management, customization, marketing, and distribution, particularly targeting B2B sales of Chinese liquor[24]. - The company plans to enter the food sales and distribution sector and expand its restaurant and related supply chain business in China[26]. - The company aims to strengthen its position as a leading liquor supplier and restaurant operator in China and Hong Kong while seeking market opportunities to improve financial performance[26]. Operational Efficiency and Cost Management - The cost of goods sold rose from approximately HKD 9.0 million to approximately HKD 21.0 million, an increase of 133.3%[34]. - Gross profit increased by approximately HKD 9.9 million or 47.6%, totaling approximately HKD 30.7 million for the year ended March 31, 2024[35]. - The gross margin decreased from approximately 69.8% to 59.4% due to lower profit margins in the Huagui watch trading business[37]. - Employee costs rose by approximately HKD 2.0 million or 10.6%, amounting to approximately HKD 20.8 million for the year ended March 31, 2024[39]. - Property rental and related expenses increased by approximately HKD 2.9 million or 223.1%, totaling approximately HKD 4.2 million for the year ended March 31, 2024[43]. - Sales expenses decreased to approximately HKD 1.5 million for the year ended March 31, 2024, down by HKD 1.0 million or 40% from HKD 2.5 million in the previous year, primarily due to cost control measures[46]. - Administrative and operating expenses increased to approximately HKD 13.9 million for the year ended March 31, 2024, up by HKD 3.5 million or 33.7% from HKD 10.4 million in the previous year, mainly due to increases in cleaning fees and professional fees[49]. Corporate Governance - The company has adopted the Corporate Governance Code and believes it has complied with all applicable provisions for the year ending March 31, 2024, except for a deviation regarding the separation of roles between the chairman and CEO[121][122]. - The board consists of four executive directors, one non-executive director, and three independent non-executive directors, ensuring a diverse governance structure[126]. - The board is responsible for overseeing the company's overall business and ensuring high levels of corporate governance, including reviewing corporate governance policies and compliance with legal regulations[128]. - The company has mechanisms in place to ensure the independence of the board, including appointing independent non-executive directors to various committees[134]. - The audit committee is composed of three independent non-executive directors, ensuring independence in financial oversight[146]. - The board has a commitment to corporate governance, including regular reviews of compliance with legal and regulatory requirements[144]. Shareholder Relations - Jin Mi Fang Group Holdings Limited aims to enhance shareholder value through a proposed dividend increase of 10% for the upcoming fiscal year[3]. - The group did not recommend the declaration of a final dividend for the year ended March 31, 2024, consistent with the previous year[59]. - The company has adopted a shareholder communication policy to ensure timely and effective communication with shareholders[189]. - The board emphasizes the importance of shareholder communication and invites stakeholders to express their opinions and concerns through designated channels[193]. Human Resources - The total employee cost for the year ended March 31, 2024, was approximately HKD 20.8 million, an increase from HKD 18.8 million for the year ended March 31, 2023, reflecting a growth of about 10.64%[88]. - As of March 31, 2024, the group employed 93 employees, up from 77 employees as of March 31, 2023, indicating a growth of approximately 20.78% in workforce size[88]. - The company aims to maintain a balanced level of gender diversity among employees in the foreseeable future[163]. Future Outlook - The company plans to continue exploring merger and acquisition opportunities to enhance its market competitiveness and business diversity[108]. - The company remains optimistic about the market trend for Chinese liquor sales, driven by stable GDP growth and recovery in industrial production and manufacturing investment in China[23]. - The company will adopt conservative business strategies to navigate uncertainties in the Hong Kong economy and the local retail and dining sectors[24].

Financial Performance - For the fiscal year ending March 31, 2024, the group recorded revenue of approximately HKD 51.7 million, an increase of about 74.1% compared to HKD 29.7 million for the same period last year[3]. - The group reported a net loss of approximately HKD 32.1 million for the fiscal year ending March 31, 2024, compared to a net loss of approximately HKD 22.3 million for the previous year, representing an increase of about 43.9%[14]. - The basic and diluted loss per share for the fiscal year ending March 31, 2024, was HKD 1.15, compared to HKD 0.83 for the previous year[4]. - The gross profit for the fiscal year ending March 31, 2024, was HKD 30.7 million, up from HKD 20.8 million in the previous year[6]. - The total comprehensive expenses for the year amounted to HKD 30,382,000, which includes a foreign exchange difference of HKD 8, indicating currency impact on financial results[44]. - The group reported a pre-tax loss of HKD 29,409,000 for 2024, compared to a pre-tax loss of HKD 15,689,000 in 2023, reflecting a deterioration in performance[82]. - The group recorded a net loss of approximately HKD 32,064,000 for the year ending March 31, 2024, compared to a loss of HKD 22,310,000 in the previous year[55]. - The accumulated losses increased to HKD 149,523,000 as of March 31, 2024, reflecting ongoing financial challenges[44]. Revenue Breakdown - Revenue from restaurant operations for 2024 reached HKD 31,454,000, up from HKD 27,598,000 in 2023, representing a growth of 14.4%[61]. - The watch trading business generated revenue of HKD 5,499,000 in 2024, significantly increasing from HKD 2,146,000 in 2023, marking a growth of 156.1%[61]. - The wine business contributed HKD 14,776,000 in revenue for 2024, with no revenue reported in 2023[61]. - The new Chinese liquor sales business contributed approximately HKD 14.8 million to the revenue for the year ended March 31, 2024[111]. - The sales revenue from the watch trading business increased by approximately HKD 3.4 million or 161.9%, from approximately HKD 2.1 million to approximately HKD 5.5 million for the same period[111]. Expenses and Costs - The cost of goods sold for the fiscal year ending March 31, 2024, was HKD 21.0 million, compared to HKD 9.0 million for the previous year[6]. - The group incurred operating expenses of HKD 28.5 million for the fiscal year ending March 31, 2024, compared to HKD 21.3 million for the previous year[6]. - Employee benefit expenses, excluding directors' remuneration, rose to HKD 14,279,000 in 2024 from HKD 11,896,000 in 2023, an increase of 19.9%[65]. - Property rental and related expenses rose from approximately HKD 1.3 million to about HKD 4.2 million, a 223.1% increase, mainly due to new rental costs for the liquor business in China[145]. - Administrative and operating expenses for the year ended March 31, 2024, were approximately HKD 13.9 million, an increase of about HKD 3.5 million or 33.7% compared to HKD 10.4 million for the year ended March 31, 2023[172]. Financial Position - The total liabilities exceeded total assets by HKD 11.0 million as of March 31, 2024[21]. - The company reported a net asset value of HKD (8,064,000) in current liabilities/assets, reflecting financial challenges[42]. - As of March 31, 2023, the company reported a total equity of HKD 21,037,000, a decrease from HKD 43,047,000 on April 1, 2022, indicating a significant decline in financial health[44]. - As of March 31, 2024, the total current liabilities were HKD 25,935,000, compared to HKD 27,404,000 in the previous year, showing a reduction in liabilities[42]. - The group’s cash and cash equivalents as of March 31, 2024, are approximately HKD 9.1 million, a decrease of about 65.9% from HKD 26.7 million as of March 31, 2023, primarily due to increased operational funding needs and costs associated with new restaurant relocations and renovations[181]. Strategic Initiatives - The group plans to continue its market expansion and product development strategies in the upcoming fiscal year[25]. - The company has committed to providing ongoing financial support to ensure sufficient liquidity for operations[34]. - The group plans to expand its new liquor business in China, which is expected to contribute to future revenue growth[111]. - The group aims to strengthen its position as a well-known liquor supplier in China and Hong Kong, focusing on brand management, marketing, and distribution of quality liquor products[131]. - The group plans to enter the food sales and distribution sector and develop restaurant and related supply chain businesses across China, while closely monitoring market trends for potential opportunities[132]. Risk Management - The expected credit loss provision for receivables was HKD 418,000, indicating a cautious approach to credit risk management[37]. - The group is exposed to foreign exchange risks due to sales and purchases primarily denominated in HKD, RMB, and USD, which may affect financial performance[187]. - The group faces potential economic challenges in Hong Kong due to external events such as natural disasters, disease outbreaks, or civil unrest, which could adversely impact business performance[179]. Compliance and Reporting - The board anticipates that the application of revised Hong Kong Financial Reporting Standards will not have a significant impact on the consolidated financial statements in the foreseeable future[30]. - The company has not early adopted any of the newly issued but not yet effective revised Hong Kong Financial Reporting Standards[29]. - The group has no significant investments or future plans involving major capital assets as of March 31, 2024[160].

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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 確表示概不就因本公告全部或任何部分內容而產生或因依賴該等內容 而引致的任何損失承擔任何責任。 ROYAL GROUP HOLDINGS INTERNATIONAL COMPANY LIMITED 皇 璽 集 團 控 股 國 際 有 限 公 司 （前稱Royal Catering Group Holdings Company Limited 皇璽餐飲集團控股有限公司） （於開曼群島註冊成立的有限公司） （股份代號：8300） 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 之 中 期 業 績 公 告 皇璽集團控股國際有限公司（「本公司」，連同其附屬公司，統稱「本集團」） 之 董 事（「董 事」）會（「董 事 會」）欣 然 宣 佈，本 集 團 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 之 未 經 審 核 綜 合 業 績。本 公 告 載 有 本 公 司 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 之 中 期 報 告（「中 期 報 ...

Financial Performance - For the six months ended September 30, 2023, the group recorded unaudited revenue of approximately HKD 17,500,000, an increase of about HKD 3,400,000 or 24.1% compared to HKD 14,100,000 for the same period in 2022[6] - The group reported an unaudited loss attributable to owners of the company of approximately HKD 10,900,000, compared to HKD 8,000,000 for the same period in 2022[6] - Basic and diluted loss per share attributable to owners of the company was HKD 0.41, compared to HKD 0.30 for the same period in 2022[6] - The group experienced an operating loss of HKD 10,476,000 for the six months ended September 30, 2023, compared to HKD 7,595,000 for the same period in 2022[7] - The company reported a total comprehensive loss of HKD (11,019,000) for the six months ended April 1, 2023, compared to a loss of HKD (8,074,000) for the previous period[15] - The company incurred a pre-tax loss of HKD (10,955,000) for the six months ended September 30, 2023, compared to a pre-tax loss of HKD (7,970,000) for the same period in 2022[28] - The group recorded a loss of approximately HKD 11,000,000 for the six months ended September 30, 2023, compared to a loss of approximately HKD 8,100,000 in the same period of 2022[89] Revenue Breakdown - For the six months ended September 30, 2023, total revenue was HKD 17,467,000, an increase of 23.8% compared to HKD 14,133,000 for the same period in 2022[35] - The restaurant operations generated revenue of HKD 14,183,000, slightly up from HKD 14,133,000 in the previous year, while the luxury watch trading business contributed HKD 3,284,000, which was not present in the prior period[35] - The group's revenue for the six months ended September 30, 2023, was entirely derived from restaurants in Hong Kong, indicating a reliance on the local market[112] Assets and Liabilities - Total assets less current liabilities decreased to HKD 13,311,000 as of September 30, 2023, from HKD 26,183,000 as of March 31, 2023[9] - Cash and cash equivalents decreased to HKD 15,989,000 as of September 30, 2023, from HKD 26,697,000 as of March 31, 2023[9] - Non-current assets totaled HKD 12,242,000 as of September 30, 2023, down from HKD 13,951,000 as of March 31, 2023[9] - Current liabilities decreased to HKD 24,806,000 as of September 30, 2023, from HKD 27,404,000 as of March 31, 2023[9] - The group’s total equity attributable to owners of the company decreased to HKD 10,152,000 as of September 30, 2023, from HKD 21,045,000 as of March 31, 2023[12] Cash Flow and Expenses - The total net cash used in operating activities for the six months was HKD (4,942,000), a significant improvement from HKD (15,902,000) in the same period last year[18] - Cash and cash equivalents decreased from approximately HKD 26,700,000 to HKD 16,000,000 as of September 30, 2023, primarily due to operational costs and expenses related to new restaurant openings[99] - The financing activities resulted in a net cash outflow of HKD (5,123,000) for the six months ended September 30, 2023, compared to HKD (2,133,000) in the previous year[18] Cost and Expenses Analysis - The cost of goods sold increased significantly to HKD 7,119,000 in 2023 from HKD 3,273,000 in 2022, indicating a 117% rise[39] - Employee benefits expenses rose to HKD 9,320,000 in 2023, up from HKD 8,833,000 in 2022, reflecting a 5.5% increase[39] - Property rental and related expenses surged by approximately 300.0%, increasing from HKD 500,000 to HKD 2,000,000 for the six months ended September 30, 2023[83] - Administrative expenses decreased by approximately 9.5%, from HKD 7,400,000 to HKD 6,700,000 for the six months ended September 30, 2023[86] Shareholder Information - As of September 30, 2023, Mr. Wang Wenwei holds 1,500,000,000 shares (56.75%) through Fortune Round Limited and 162,120,000 shares (6.13%) in his own name[122][124] - Ms. Lin Huijun and Mr. Chen Zetao each hold 20,000,000 shares (0.76%) as beneficial owners under the share option plan[124] - Fortune Round Limited, owned by Mr. Wang Wenwei, has a total of 1,500,000,000 shares (56.75%) in the company[128] - The company completed a transaction on October 3, 2023, involving the sale of 1,250,000,000 shares (approximately 47.29%) from Fortune Round Limited to Tian Dun Investment Limited[134] - Tian Dun Investment Limited also acquired 162,120,000 shares (approximately 6.13%) from Mr. Wang Wenwei and 317,320,000 shares (approximately 12.00%) from Keenfull Investments Limited[134] Corporate Governance - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with GEM Listing Rules[139] - The audit committee, consisting of three independent non-executive directors, has reviewed the interim financial statements for the six months ended September 30, 2023[140] - The company has not yet had its interim financial statements audited or reviewed by external auditors[140] - The executive directors as of the report date include Wang Wenwei, Chen Zetao, and Lin Huijun, with independent non-executive directors being Ma Yaohao, Cai Zhenhui, and Wu Shichang[141] Market Outlook - The group aims to strengthen its position in the Hong Kong restaurant sector and explore opportunities for franchise or partnership arrangements[114] - The group maintains a conservative outlook on profitability for the coming months due to uncertainties in the Hong Kong restaurant industry[114] - The minimum wage in Hong Kong increased from HKD 37.5 to HKD 40.0 per hour effective May 1, 2023, which may further impact employee costs[112] - The group will continue to monitor market opportunities to improve financial performance while managing expenses[114]

Financial Performance - For the three months ended June 30, 2023, the group recorded an unaudited loss attributable to owners of approximately HKD 4.7 million, compared to a loss of approximately HKD 2.7 million for the same period in 2022, representing an increase of about 74.1%[19] - The group reported unaudited revenue of approximately HKD 6.8 million for the three months ended June 30, 2023, a decrease of approximately 6.9% compared to HKD 7.3 million for the same period in 2022[25] - The total comprehensive loss for the period was approximately HKD 4.8 million, compared to a total comprehensive loss of approximately HKD 2.7 million for the same period in 2022[30] - The operating loss for the period was HKD 4,567,000, compared to an operating loss of HKD 2,302,000 in the same period last year, indicating a significant increase in losses[50] - The net loss attributable to the owners of the company for the three months ended June 30, 2023, was HKD 4,731,000, compared to HKD 2,679,000 in the previous year[50] - Basic and diluted loss per share for the period was HKD 0.18, compared to HKD 0.10 for the same period in 2022, reflecting a worsening financial performance[48] Revenue and Costs - For the three months ended June 30, 2023, the company's revenue was HKD 6,833,000, a decrease of 6.35% compared to HKD 7,295,000 for the same period in 2022[59] - The cost of goods sold for the same period was HKD 1,718,000, up 12.43% from HKD 1,528,000 in the previous year[50] - The gross profit for the three months ended June 30, 2023, was HKD 5,115,000, down 11.29% from HKD 5,767,000 in 2022[50] - The company reported a gross profit margin of 74.9% for the three months ended June 30, 2023, down from 79.1% in the same period of 2022, primarily due to increased food and beverage costs[76] - Total other income decreased significantly from approximately HKD 1.0 million for the three months ended June 30, 2022, to approximately HKD 0.1 million for the same period in 2023, mainly due to a reduction in government subsidies[79] Dividends and Share Options - The board of directors decided not to recommend the payment of an interim dividend for the three months ended June 30, 2023, consistent with the previous year where no dividend was declared[26] - As of June 30, 2023, the number of share options available for grant under the share option scheme was 140,000,000, representing approximately 5.3% of the total issued shares as of that date[17] - The company has not granted, agreed to grant, exercised, canceled, forfeited, or expired any options or awards under the share option scheme[162] - The company has not exercised any share options under the share option scheme as of the report date[182] Operational Overview - The company operates primarily in Hong Kong, focusing on leisure dining services and luxury watch trading[56] - The company operated four restaurants in Hong Kong as of June 30, 2023, compared to three restaurants a year earlier, indicating a slight expansion in operations[68] - The company opened a new restaurant in Mong Kok in January 2023, contributing to its operational growth[71] - The company has opened a new restaurant, "和順記神級雞脾皇," in Central starting July 2023[96] Financial Position - The total borrowings of the company as of June 30, 2023, were approximately HKD 18.8 million, down from HKD 19.8 million a year earlier[113] - The company's capital-to-debt ratio increased to approximately 115.3% as of June 30, 2023, compared to 49.1% a year earlier, primarily due to a decrease in equity attributable to owners[114] - As of June 30, 2023, the group's cash and cash equivalents amounted to approximately HKD 18.5 million, a decrease from HKD 52.6 million as of June 30, 2022, primarily due to operational costs and expenses related to relocating restaurants and opening new ones[137] Strategic Outlook - The company plans to adopt conservative business strategies to navigate economic uncertainties in Hong Kong's restaurant industry[93] - The company aims to consolidate its position in the Hong Kong dining sector and strategically seek opportunities to introduce popular restaurant brands through franchising or other collaborations[169] - The group plans to continue monitoring business trends and seek market opportunities to improve financial performance while managing expenses prudently[147] - The group maintains a conservative and cautious outlook on profitability for the upcoming months due to prevailing market conditions[147] Governance and Compliance - The company’s ultimate holding company is Fortune Round Limited, which is wholly owned by the chairman and CEO, Mr. Wong Man Wai[31] - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with GEM listing rules[183] - The audit committee has reviewed the quarterly financial statements for the three months ended June 30, 2023, although these statements have not yet been audited or reviewed by the external auditor[184] - The company has established an audit committee in accordance with GEM listing rules, responsible for overseeing financial reporting and internal control effectiveness[186] - The executive directors include Mr. Wong Man Wai, Mr. Chan Chak To, and Ms. Lam Wai Kwan, with independent non-executive directors also serving on the board[187] Market Conditions - The company’s shares are listed on the GEM of the Hong Kong Stock Exchange, which is characterized by higher investment risks compared to larger companies listed on the main board[2] - The minimum wage in Hong Kong has increased from HKD 37.5 to HKD 40.0 per hour, effective May 1, 2023, which may further impact future employee costs[168] - The group is focusing on maintaining sufficient working capital to support daily operations amid uncertainties in the restaurant business due to low tourist numbers in Hong Kong[147] - The group has obtained licenses or leases for all properties operated in urban areas of Hong Kong as of June 30, 2023, facing risks related to commercial real estate leasing, including potential high rental costs[146]

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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 確表示概不就因本公告全部或任何部分內容而產生或因依賴該等內容 而引致的任何損失承擔任何責任。 ROYAL GROUP HOLDINGS INTERNATIONAL COMPANY LIMITED 皇 璽 集 團 控 股 國 際 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8300） 截 至 二 零 二 三 年 六 月 三 十 日 止 三 個 月 之 第 一 季 度 業 績 公 告 皇 璽 集 團 控 股 國 際 有 限 公 司（「本 公 司」）之 董 事（「董 事」）會（「董 事 會」）欣 然 宣 佈，本 公 司 及 其 附 屬 公 司 截 至 二 零 二 三 年 六 月 三 十 日 止 三 個 月 之 未 經 審 核 綜 合 業 績（「第 一 季 度 業 績」）。本 公 告 載 有 本 公 司 截 至 二 零 二 三 年 六 月 三 十 日 止 三 個 月 之 第 一 季 度 報 告（「第 一 季 度 報 告」）全 文，符 合 聯 交 所GEM證 券 上 市 規 ...

Financial Performance - The group reported a total income of approximately HKD 2.3 million for the year ended March 31, 2023, a decrease of about 70.5% from approximately HKD 7.8 million for the year ended March 31, 2022[69]. - The group's revenue decreased from approximately HKD 36.2 million for the year ended March 31, 2022, to approximately HKD 29.7 million for the year ended March 31, 2023, representing a decline of about HKD 6.5 million or 18.0%[90]. - For the fiscal year ending March 31, 2023, the company reported revenue of HKD 29,744,000, a decrease of 17.0% from HKD 36,206,000 in the previous year[168]. - The company experienced a loss before tax of HKD 22,281,000, compared to a loss of HKD 10,138,000 in the prior year, indicating a significant decline in financial performance[168]. - Total assets decreased to HKD 53,587,000 from HKD 74,354,000, reflecting a reduction of approximately 28.0% year-over-year[168]. - The company's total equity fell to HKD 21,037,000, down 51.1% from HKD 43,047,000 in the previous year, highlighting a challenging financial environment[168]. Expenses and Costs - Administrative expenses decreased from HKD 12.9 million in 2022 to HKD 10.4 million in 2023, primarily due to reductions in maintenance, credit card commissions, and legal and professional fees[19]. - The group’s administrative and operating expenses primarily consist of costs related to cleaning, supplies, transportation, travel, credit card commissions, maintenance, insurance, and legal and professional fees[63]. - Employee costs remained stable at approximately HKD 18.7 million and HKD 18.8 million for the years ended March 31, 2022, and March 31, 2023, respectively[70]. - Depreciation expenses increased from approximately HKD 4.0 million for the year ended March 31, 2022, to approximately HKD 6.7 million for the year ended March 31, 2023, an increase of about HKD 2.7 million or 67.5%[71]. - Sales expenses decreased from approximately HKD 2.9 million for the year ended March 31, 2022, to approximately HKD 2.5 million for the year ended March 31, 2023, a reduction of about HKD 0.4 million or 13.8%[78]. - The cost of goods sold increased from approximately HKD 7.9 million for the year ended March 31, 2022, to approximately HKD 9.0 million for the year ended March 31, 2023, an increase of about HKD 1.1 million or 13.9%[91]. Governance and Compliance - The audit committee reviewed the independence and remuneration of the auditor, recommending the reappointment of the auditor for the fiscal year ending March 31, 2024, subject to shareholder approval[1]. - The company held six meetings of the remuneration committee during the fiscal year ending March 31, 2023, with full attendance from committee members[3]. - The investment committee reviewed the financial performance of the investment portfolio during the fiscal year ending March 31, 2023, and held 12 meetings with full attendance from members[25]. - The company has engaged an external consultant for an independent internal control review, which was completed by the date of the annual report[28]. - The board believes that the internal control system of the group is adequate and effective as of March 31, 2023[43]. - The group will continue to review its corporate governance standards and take necessary measures to ensure compliance with regulations and standards[52]. - The group did not establish an internal audit department, as the board has reviewed the effectiveness of the internal control system and deemed it unnecessary at this time[42]. - The company has received annual independence confirmations from all independent non-executive directors as per GEM Listing Rule 5.09[143]. - The company has a total of three independent non-executive directors, ensuring compliance with corporate governance standards[154]. Business Operations - The group’s main business includes providing leisure dining services in Hong Kong and engaging in the trading of luxury watches[56]. - The company operated several restaurants, including 100% ownership of "大呷台灣" and "度小月" in various locations[109]. - As of March 31, 2023, the group operated four restaurants, an increase from three restaurants as of March 31, 2022, and one retail store for luxury watches, which was not operational the previous year[189]. - The group implemented cost control measures and regularly assessed business strategies to navigate economic uncertainties in the Hong Kong restaurant industry[189]. - The restaurant industry in Hong Kong saw a significant drop in customer numbers due to the COVID-19 pandemic, impacting the company's operations[183]. - Following the easing of travel restrictions in early 2023, there has been an increase in the number of visitors to Hong Kong, which is expected to improve the restaurant sector[183]. - The group plans to adopt a conservative and prudent business strategy to support daily operations and explore other business opportunities for stable returns amid economic uncertainty[189]. - The outlook for the Hong Kong restaurant industry remains highly uncertain despite expectations of increased tourist numbers following policy relaxations[189]. Shareholder Communication - The company aims to ensure effective communication with shareholders through annual general meetings and encourages them to provide updated contact information[33]. - The group has adopted a shareholder communication policy to ensure timely updates on shareholder meetings and related documents[45]. Donations and Subsidies - The group made donations amounting to approximately HKD 253,000 for the year ended March 31, 2023, compared to approximately HKD 213,000 for the year ended March 31, 2022[79]. - The group received government subsidies totaling HKD 1.58 million for the year ended March 31, 2023, compared to HKD 500,000 in the previous year[69]. Stock Options and Director Interests - No stock options were granted, agreed upon, exercised, canceled, forfeited, or expired under the stock option plan as of March 31, 2023[120]. - The stock option plan was adopted on July 21, 2016, and is valid for a period of 10 years[129]. - The company has a stock option plan limit that does not exceed 30% of the issued share capital at any time[115]. - The company’s board of directors has the discretion to invite eligible participants to accept stock options[112]. - The total number of share options available for grant under the share option scheme as of March 31, 2023, is 140,000,000, representing approximately 5.3% of the total issued shares on that date[141]. - The company has 60,000,000 unexercised share options as of March 31, 2023[141]. - The exercise price for the share options granted is HKD 0.163 per share[141]. - The chairman and CEO, Mr. Wang Wenwei, holds 1,500,000,000 shares, representing 56.75% of the total shares[157]. - Mr. Wang also holds an additional 162,120,000 shares in his own name, representing 6.13% of the total shares[157]. - The company has not entered into any arrangements that would allow directors to benefit from purchasing shares or bonds of the company or any corporation during the year[133]. - There are no existing contracts related to the management and administration of the company's entire or any significant part of its business[134].