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） 股東週年大會通告 茲通告 今 米 房 集 團 控 股 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 九 月 五 日（星 期 五）下 午 二 時 正 假 座 香 港 上 環 干 諾 道 中168–200號信德中心1樓 黃 金 閣（東 翼）舉 行 股 東 週 年 大 會（「股東週年大會」），以 討 論 下 列 事 項： 普通決議案 (D) 授 權 董 事 會（「董事會」）釐 定 董 事 之 酬 金。 3. 續 聘 國 衛 會 計 師 事 務 所 有 限 公 司 為 本 公 司 核 數 師，並 授 權 董 事 會 釐 定 其 酬 金。 – 1 – ...

此乃要件 請即處理 香港交易及結算所有限公司及聯交所對本通函之內容概不負責，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通函全部或任何部份內容而產生或因倚賴該等內容而引致之 任何損失承擔任何責任。 閣下如 對本通函之任何內容或應採取之行動 有任何疑問，應諮詢 閣下之股票經紀或其他持牌 證券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將 名下之 今米房集團控股有限公司 股份全部 售出或轉讓，應立即將本通函及隨附之代 表 委 任 表 格 送 交 買 主 或 承 讓 人，或 經 手 買 賣 或 轉 讓 之 銀 行、股 票 經 紀 或 其 他 代 理 商，以 便 轉 交 買主或承讓人。 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） (1)建議授出發行股份及出售或轉讓庫存股份 及購回股份之一般授權； (2)建議重選董事； (3)建議續聘核數師； (4)章程大綱及細則之建議修訂； 及 (5)股東週年大會通告 本封面所用詞彙與本通函所界定者具有相同涵義。 謹 訂 於 二 零 二 五 年 九 月 ...

[Company Information](index=4&type=section&id=Company%20Information) The report details core company information including board members, committee compositions, legal advisors, principal bankers, and share registrars - The report comprehensively lists the company's board of directors, committee structures, legal advisors, principal bankers, and share registrars[10](index=10&type=chunk)[11](index=11&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement outlines the Group's significant strategic transformation, including the cessation of all Hong Kong restaurant operations by October 2024 and a pivot towards the mainland China market due to the persistent downturn in Hong Kong's catering sector - The Group has ceased all Hong Kong restaurant operations by the end of October 2024, shifting its business focus entirely to mainland China due to the prolonged downturn in the Hong Kong catering market[14](index=14&type=chunk) - New business initiatives in mainland China include establishing self-operated high-end private restaurants, operating a liquor supply business focused on Chinese Baijiu (brand management, customization, distribution), and collaborating with e-commerce platforms for food sales and distribution[15](index=15&type=chunk)[16](index=16&type=chunk) - Management expresses optimism for the Chinese market, anticipating synergistic effects between catering-related businesses and food and liquor distribution, while actively seeking potential opportunities to expand revenue streams[16](index=16&type=chunk)[18](index=18&type=chunk) [Financial Highlights](index=8&type=section&id=Financial%20Highlights) This chapter summarizes the Group's consolidated results, assets, and liabilities for the year ended March 31, 2025, indicating a significant revenue decline, substantial loss reduction, but negative total equity and increased net current liabilities Consolidated Results Summary | Metric | Year Ended March 31, 2025 (Thousand HKD) | Year Ended March 31, 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26,727 | 51,729 | -48.4% | | Loss Before Tax | (1,917) | (29,409) | -93.5% | | Total Comprehensive Loss for the Year Attributable to Owners of the Company | (3,661) | (30,382) | -87.9% | Consolidated Assets and Liabilities Summary | Metric | As at March 31, 2025 (Thousand HKD) | As at March 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 16,491 | 18,858 | -12.5% | | Total Liabilities | 30,504 | 29,893 | +2.0% | | Total Equity | (14,013) | (11,035) | -27.0% | | Net Current Liabilities | (14,214) | (8,064) | +76.3% | [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This chapter provides an in-depth analysis of the Group's business transformation, financial performance, liquidity, key risks, and human resources strategy, highlighting the strategic shift to mainland China and its impact on various aspects [Business Review and Outlook](index=9&type=section&id=Business%20Review%20and%20Outlook) This fiscal year, the Group's business focus has shifted to mainland China, primarily engaging in liquor supply (especially B2B sales of Chinese Baijiu), online food sales and distribution, and expanding catering services, aiming to solidify its position as a food and liquor supplier and catering operator in China, with plans to open a new restaurant in Nanjing by September 2025, while its Hong Kong money lending business generated no interest income - The Group has shifted its business focus to China, with new business areas including brand management, customization, marketing, and distribution of premium liquor, especially Chinese Baijiu[25](index=25&type=chunk) - The Group has expanded into online food sales and distribution and plans to open a new restaurant in Nanjing, China, expected to commence operations around September 2025[25](index=25&type=chunk)[29](index=29&type=chunk) - The Group's Hong Kong money lending business recognized no interest income this fiscal year, compared to approximately **HKD 0.2 million** in the prior year[29](index=29&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) This fiscal year, revenue decreased by **48.4%** year-on-year to **HKD 26.7 million** primarily due to the termination of Hong Kong restaurant operations, resulting in a **48.5%** decline in gross profit while maintaining a stable gross profit margin of **59.0%**, with other net income significantly increasing due to **HKD 6.38 million** in lease termination gains, and various expenses like staff costs, property rentals, and depreciation notably decreasing due to business contraction, leading to a substantial narrowing of net loss for the year from **HKD 32.1 million** to **HKD 2.8 million** Financial Performance Overview (Year-on-Year) | Financial Metric | FY2025 (Million HKD) | FY2024 (Million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26.7 | 51.7 | -48.4% | | Cost of Inventories Sold | 11.0 | 21.0 | -47.6% | | Gross Profit | 15.8 | 30.7 | -48.5% | | Gross Profit Margin | 59.0% | 59.4% | -0.4 p.p. | | Staff Costs | 11.5 | 21.1 | -45.5% | | Loss for the Year | 2.8 | 32.1 | -91.3% | - Other income and net gains increased from **HKD 0.9 million** to **HKD 6.5 million**, primarily due to the recognition of **HKD 6.38 million** in lease termination gains[35](index=35&type=chunk) - No significant asset impairment losses were recognized this year, compared to **HKD 12.6 million** in impairment losses (including property, plant and equipment, right-of-use assets, and intangible assets) recognized in the prior year[42](index=42&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity significantly tightened, with cash and cash equivalents sharply decreasing by **96.7%** to **HKD 0.3 million** at fiscal year-end, primarily due to increased working capital needs, Hong Kong restaurant closure costs, and bank loan repayments, while total interest-bearing borrowings decreased from **HKD 15.6 million** to **HKD 5 million**, and the debt-to-equity ratio is not applicable due to the Group's equity deficit - Cash and cash equivalents significantly decreased by **96.7%** from **HKD 9.1 million** in the prior year to **HKD 0.3 million**[57](index=57&type=chunk) - Total interest-bearing borrowings, including bank borrowings and lease liabilities, decreased from **HKD 15.6 million** to **HKD 5 million**[58](index=58&type=chunk) - The debt-to-equity ratio is not applicable as the Group is in an equity deficit position[61](index=61&type=chunk) [Key Risks and Uncertainties](index=14&type=section&id=Key%20Risks%20and%20Uncertainties) The Group's key risks include high reliance on the Chinese market (approximately **58.8%** of revenue from China), potential impacts from China's economic fluctuations or policy changes, volatility in food and liquor costs, rising labor costs, and commercial property rental expenses - Business is highly concentrated in the Chinese market, with approximately **58.8%** of revenue derived from food and liquor sales and distribution in China, making it susceptible to China's economic conditions[53](index=53&type=chunk) - Cost control faces uncertainties, including volatile food and liquor prices, rising wage levels, and high commercial property rental costs[53](index=53&type=chunk)[54](index=54&type=chunk) [Employees and Remuneration Policy](index=19&type=section&id=Employees%20and%20Remuneration%20Policy) Following business restructuring, the Group's employee count significantly decreased from **93** to **12**, with total staff costs falling from **HKD 20.8 million** to **HKD 11.5 million**, and its remuneration policy aims to offer market-competitive compensation to attract and retain talent, reviewed based on company performance, market conditions, and individual contributions Employee and Cost Changes | Metric | As at March 31, 2025 | As at March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 12 | 93 | -87.1% | | Total Staff Costs (Million HKD) | 11.5 | 20.8 | -44.7% | [Biographical Details of Directors and Senior Management](index=21&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This chapter provides detailed biographical information for executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, industry experience, and shareholdings, noting that Chairman Mr. Zhou Feng is the controlling shareholder and spouse of Executive Director Ms. Zhang Miao - The report provides detailed biographies of executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, industry experience, and shareholdings, noting that Chairman Mr. Zhou Feng is the controlling shareholder and spouse of Executive Director Ms. Zhang Miao[84](index=84&type=chunk)[85](index=85&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) [Corporate Governance Report](index=24&type=section&id=Corporate%20Governance%20Report) This chapter outlines the company's corporate governance practices regarding board structure, committee operations, risk management, internal controls, and shareholder communication, emphasizing its compliance with the Corporate Governance Code [Board and Committees](index=24&type=section&id=Board%20and%20Committees) The company complied with the Corporate Governance Code this fiscal year, maintaining a balanced board comprising three executive and three independent non-executive directors, with the report detailing board responsibilities, meeting attendance, and the composition, terms of reference, and annual work of the Audit, Remuneration, Nomination, and Investment Committees, where independent non-executive directors play key roles to ensure independence and effective oversight - The company has adopted and complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[93](index=93&type=chunk) - The Board has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Investment Committee, with detailed explanations of their membership and responsibilities[108](index=108&type=chunk) Board Meeting Attendance (FY2024/25) | Director Name | Position | Meetings Attended/Held | | :--- | :--- | :--- | | Mr. Zhou Feng | Chairman, Executive Director | 18/18 | | Ms. Zhang Miao | Chief Executive Officer, Executive Director | 18/18 | | Ms. Shen Wenchai | Executive Director | 14/14 | | Mr. Ho Lik Kwan | Independent Non-Executive Director | 18/18 | | Mr. Lam Lap Sing | Independent Non-Executive Director | 18/18 | | Ms. Lau Wai Hing | Independent Non-Executive Director | 18/18 | [Risk Management and Internal Control](index=38&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for reviewing the effectiveness of the Group's risk management and internal control systems annually, with the Audit Committee and Board completing their review this fiscal year, deeming existing systems adequate and effective across financial, operational, compliance, and risk management aspects, and the Group has engaged external professional consultants for an independent internal control review - The Board considers the Group's risk management and internal control systems adequate and effective, and external consultants have been engaged for an independent internal control review[138](index=138&type=chunk)[139](index=139&type=chunk) [Shareholder Rights and Communication](index=40&type=section&id=Shareholder%20Rights%20and%20Communication) The company has adopted a shareholder communication policy, maintaining engagement through various channels including general meetings, corporate communications, and its website, with the report clarifying shareholders' rights and procedures for convening an extraordinary general meeting, requiring shareholders holding at least one-tenth of the voting rights to request such a meeting - The company communicates with shareholders through annual general meetings, its website, annual reports, and announcements, ensuring information transparency[148](index=148&type=chunk)[152](index=152&type=chunk) - Pursuant to the company's articles of association, shareholders holding not less than **10%** of the voting rights are entitled to request an extraordinary general meeting[155](index=155&type=chunk) [Directors' Report](index=44&type=section&id=Directors%27%20Report) This chapter outlines the Group's principal activities and performance for the fiscal year, details several continuing connected transactions, and explains the terms of the share option scheme and the interests of directors and substantial shareholders in the company's shares [Principal Activities and Results](index=44&type=section&id=Principal%20Activities%20and%20Results) This fiscal year, the Group primarily engaged in catering and related businesses in Hong Kong and China, along with food and liquor sales and distribution, and the Board resolved not to recommend a final dividend for the year ended March 31, 2025 - The Group's principal activities are catering and related businesses in Hong Kong and China, as well as food and liquor sales and distribution[163](index=163&type=chunk) - The Board does not recommend the payment of a final dividend for the current year[165](index=165&type=chunk) [Connected Transactions](index=44&type=section&id=Connected%20Transactions) The report discloses three continuing connected transactions: a platform service framework agreement with Nanjing Zeruilongxiang, a lease agreement for property with a company controlled by former Executive Director Mr. Wang Wenwei (terminated early in October 2024), and a master agreement for kitchen operations and food supply with Rex Top Group, all reviewed and confirmed by independent non-executive directors as being in the overall interest of the company and shareholders - Disclosed a platform service framework agreement with Nanjing Zeruilongxiang (controlled by Executive Director Ms. Zhang Miao), with an annual cap of approximately **HKD 1.65 million** and actual transactions of approximately **HKD 3,010**[170](index=170&type=chunk) - Disclosed a property lease agreement with Mingde Capital (controlled by former Executive Director Mr. Wang Wenwei), which was terminated early in October 2024[174](index=174&type=chunk)[177](index=177&type=chunk) - Disclosed a master agreement with Rex Top Group for kitchen operations and food supply, noting that this counterparty ceased to be a connected person after November 27, 2024[178](index=178&type=chunk)[180](index=180&type=chunk) [Share Option Scheme](index=51&type=section&id=Share%20Option%20Scheme) The company adopted a 10-year share option scheme in July 2016, with the report detailing its objectives, eligible participants, share limits, and exercise price determination, noting that as of the fiscal year-end and report date, no options had been granted, exercised, or lapsed under the scheme, with **140 million** options remaining available for grant - The Share Option Scheme was adopted on July 21, 2016, with a 10-year validity period and approximately **1** year remaining[198](index=198&type=chunk)[207](index=207&type=chunk) - As at March 31, 2025, the number of share options available for grant under the scheme was **140,000,000**, representing approximately **5.30%** of the issued shares[207](index=207&type=chunk) - No share options were granted, exercised, cancelled, or lapsed during the current fiscal year or up to the report date[207](index=207&type=chunk) [Directors' and Substantial Shareholders' Interests](index=56&type=section&id=Directors%27%20and%20Substantial%20Shareholders%27%20Interests) The report discloses the interests of directors and substantial shareholders in the company's shares, indicating that Chairman Mr. Zhou Feng, through his wholly-owned Tian Dun Investment Limited and in his personal capacity, is deemed to hold approximately **71.10%** of the company's shares, making him the controlling shareholder, with his spouse Ms. Zhang Miao deemed to possess the same interests Major Directors' Shareholding (As at March 31, 2025) | Director Name | Capacity | Number of Ordinary Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Zhou Feng | Interest in Controlled Corporation and Beneficial Owner | 1,879,540,000 | 71.10% | | Ms. Zhang Miao | Spouse's Interest | 1,879,540,000 | 71.10% | - Tian Dun Investment Limited, wholly-owned by Mr. Zhou Feng, holds **65.46%** of the company's shares and is a substantial shareholder[220](index=220&type=chunk) [Environmental, Social and Governance Report](index=62&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This chapter details the Group's commitments and practices in environmental protection, social responsibility, and corporate governance, covering performance in key areas such as energy consumption, water usage, waste management, employee welfare, supply chain management, and community engagement [Environment](index=68&type=section&id=Environment) The Group is committed to reducing its environmental impact, focusing on energy, water, and waste management, with significant reductions in total energy consumption, greenhouse gas emissions, and waste generation due to the substantial downsizing of Hong Kong restaurant operations this fiscal year, and while environmental targets have been set, they will be re-evaluated in light of major business structural changes Key Environmental Performance Indicators (Year-on-Year) | Metric | Unit | FY2024-2025 | FY2023-2024 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | Gigajoules | 1,898 | 5,208 | | Total Greenhouse Gas Emissions | Tonnes of CO2 equivalent | 201 | 586 | | Daily Non-Hazardous Waste (Restaurants) | Liters | 321,300 | 1,183,896 | | Water Consumption | Cubic meters | 281 | 11,959 | - Due to business transformation, the Group's environmental performance has significantly changed, limiting comparability with prior years, thus environmental targets will be re-evaluated in the coming year[286](index=286&type=chunk) [Social](index=76&type=section&id=Social) Regarding social responsibility, the Group values employees as assets, striving to provide a safe and equitable work environment, though business restructuring led to a significant reduction in staff from **93** to **12** and a high turnover rate of **370%**, with the report outlining policies and practices in employment and remuneration, health and safety, development and training, supply chain management, product responsibility, anti-corruption, and community engagement - As at March 31, 2025, the Group's total number of employees was **12**, a significant reduction from **93** in the prior year[295](index=295&type=chunk) - During the reporting period, the employee turnover rate was as high as **370%**, reflecting the drastic personnel changes resulting from business restructuring[301](index=301&type=chunk) - The Group emphasizes supply chain management, with **69** suppliers in total, of which **92%** are located in Hong Kong and **8%** in mainland China[326](index=326&type=chunk)[327](index=327&type=chunk) - The Group strictly adheres to labor standards, prohibiting child and forced labor, with no related violations identified during the reporting period[331](index=331&type=chunk)[334](index=334&type=chunk) [Independent Auditor's Report](index=89&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor Crowe (HK) CPA Limited issued an unmodified opinion on the consolidated financial statements but highlighted a material uncertainty related to going concern, noting that the Group's net loss and net current liabilities raise significant doubt about its ability to continue as a going concern, and identified the provision for expected credit losses on trade receivables as a key audit matter - Auditor Crowe (HK) CPA Limited issued an unmodified opinion on the consolidated financial statements[346](index=346&type=chunk) - The report specifically highlighted 'material uncertainty related to going concern,' noting that the Group recorded a net loss of approximately **HKD 2.8 million** for the year and its current liabilities exceeded its total assets by approximately **HKD 13.9 million**, which casts significant doubt on the Group's ability to continue as a going concern[349](index=349&type=chunk) - A key audit matter was 'provision for expected credit losses on trade receivables,' involving significant management judgment in assessing the recoverability of approximately **HKD 15.3 million** in receivables[351](index=351&type=chunk)[352](index=352&type=chunk) [Consolidated Financial Statements](index=95&type=section&id=Consolidated%20Financial%20Statements) This chapter presents the Group's consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows as at March 31, 2025, comprehensively reflecting its financial performance, asset and liability structure, equity changes, and cash flow position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=95&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The financial statement shows the Group's revenue for the current fiscal year was **HKD 26.73 million**, a **48.4%** year-on-year decrease, and despite a corresponding decline in gross profit, annual loss significantly narrowed from **HKD 32.06 million** to **HKD 2.83 million** due to cost control and one-off gains, with loss attributable to owners of the company at **HKD 3.52 million** Key Data from Consolidated Statement of Profit or Loss | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 26,727 | 51,729 | | Gross Profit | 15,776 | 30,702 | | Operating Loss | (1,479) | (28,503) | | Loss Before Tax | (1,917) | (29,409) | | Loss for the Year | (2,832) | (32,064) | | Loss Attributable to Owners of the Company | (3,515) | (30,374) | [Consolidated Statement of Financial Position](index=97&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As at March 31, 2025, the Group's financial position further deteriorated, with total assets decreasing to **HKD 16.49 million** and total liabilities at **HKD 30.50 million**, resulting in a negative total equity of **HKD 14.01 million**, and net current liabilities expanding from **HKD 8.06 million** to **HKD 14.21 million**, indicating significant short-term repayment pressure Key Data from Consolidated Statement of Financial Position | Metric (Thousand HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 16,491 | 18,858 | | Total Liabilities | 30,504 | 29,893 | | Net Current Liabilities | (14,214) | (8,064) | | Total Equity | (14,013) | (11,035) | [Consolidated Statement of Changes in Equity](index=99&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This fiscal year, total equity further decreased from a deficit of **HKD 11.04 million** at the beginning of the period to a deficit of **HKD 14.01 million** at the end, primarily due to the **HKD 2.98 million** total comprehensive expense recorded for the year - Equity attributable to owners of the company deteriorated from a deficit of **HKD 9.34 million** at the beginning of the period to a deficit of **HKD 13 million** at the end[370](index=370&type=chunk) [Consolidated Statement of Cash Flows](index=100&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's cash flow position is severe, with net cash outflow from operating activities at **HKD 7.98 million** and from financing activities at **HKD 0.8 million**, resulting in a net decrease in cash and cash equivalents of **HKD 8.8 million** for the year, leaving an ending balance of only **HKD 0.3 million**, significantly lower than the opening balance of **HKD 9.11 million** Consolidated Statement of Cash Flows Summary | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (7,978) | (8,097) | | Net Cash Used in Investing Activities | (22) | (1,794) | | Net Cash Used in Financing Activities | (803) | (7,691) | | Net Decrease in Cash and Cash Equivalents | (8,803) | (17,582) | | Cash and Cash Equivalents at End of Period | 300 | 9,114 | [Notes to the Consolidated Financial Statements](index=102&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This chapter provides detailed notes to the consolidated financial statements, specifically addressing material uncertainties related to going concern, financial performance of business segments, and significant related party transactions, offering supplementary information for understanding the Group's financial position and operating risks [Note 3: Going Concern](index=105&type=section&id=Note%203%3A%20Going%20Concern) This note reiterates the material uncertainty regarding going concern, as the Group recorded a net loss of **HKD 2.83 million** and net current liabilities exceeded total assets by **HKD 13.85 million** at fiscal year-end, with its ability to continue as a going concern dependent on ongoing financial support from executive directors and a new loan from a related party - The Group's ability to continue as a going concern depends on the ongoing financial support committed by the executive directors (pledging not to demand repayment of approximately **HKD 6.19 million** owed within the next 12 months) and a new loan of **RMB 8 million** provided by a related party in June 2025[386](index=386&type=chunk) [Note 6: Segment Information](index=141&type=section&id=Note%206%3A%20Segment%20Information) This fiscal year, the Group's business was divided into four segments: catering and related businesses generated **HKD 11.01 million** in revenue and **HKD 5.60 million** in segment profit (primarily due to lease termination gains), while food and liquor sales and distribution generated **HKD 15.72 million** in revenue and **HKD 2.92 million** in segment profit, with luxury watch trading and money lending businesses having minimal impact on results Segment Revenue and Profit/(Loss) (FY2025) | Segment | Revenue (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Catering and Related Businesses | 11,009 | 5,596 | | Food and Liquor Sales and Distribution Businesses | 15,718 | 2,923 | | Luxury Watch Trading Business | – | (34) | | Money Lending Business | – | 51 | [Note 32: Significant Related Party Transactions](index=164&type=section&id=Note%2032%3A%20Significant%20Related%20Party%20Transactions) This note details transactions with related parties, including **HKD 0.692 million** in rental expenses paid to a related company beneficially owned by Director Ms. Zhang Miao and **HKD 0.709 million** to a related company beneficially owned by former Director Mr. Wang during the current fiscal year Lease-Related Transactions with Related Companies | Related Party Relationship | Nature of Transaction | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | :--- | | Company beneficially owned by Director Ms. Zhang Miao | Rental expenses | 692 | 217 | | Company beneficially owned by former Director Mr. Wang | Rental expenses | 709 | 1,430 | [Financial Summary](index=172&type=section&id=Financial%20Summary) This chapter provides a five-year financial summary of the Group's key financial data, including revenue, loss before tax, loss for the year, total assets, total liabilities, and total equity, comprehensively illustrating its long-term financial trends Five-Year Financial Summary | Metric (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 26,727 | 51,729 | 29,744 | 36,206 | 42,707 | | Loss Before Tax | (1,917) | (29,409) | (22,281) | (10,138) | (5,161) | | Loss for the Year | (2,832) | (32,064) | (22,310) | (10,178) | (3,475) | | **Assets and Liabilities** | | | | | | | Total Assets | 16,491 | 18,858 | 53,587 | 74,354 | 89,922 | | Total Liabilities | (30,504) | (29,893) | (32,550) | (31,307) | (36,697) | | Total Equity | (14,013) | (11,035) | 21,037 | 43,047 | 53,225 |

Group 1 - The company has approved the acquisition of approximately 55% equity in Nanjing Zerui Longxiang Supply Chain Management Co., Ltd. for a nominal price of RMB 1 through its wholly-owned subsidiary Fulton Asia Investment Limited [1] - Following the acquisition, the target company will become a non-wholly owned subsidiary of the company, and its financial performance will be consolidated into the company's financial statements [1] - The target company is currently held by Hainan Miaofa, Nanjing Runhuang, and Huang Ziyu, with respective ownership stakes of approximately 62%, 33%, and 5% [1] Group 2 - The acquisition aligns with the company's strategy to vertically integrate its food and beverage sales and distribution capabilities, enhancing control over its supply chain and sales channels [2] - The target company has already become a distribution partner for the company's food and beverage products, allowing for strategic flexibility in platform development [2] Group 3 - The platform operates as a decentralized autonomous organization (DAO) e-commerce platform, featuring blockchain integration, AI-enhanced content creation, and a unique three-hash verification mechanism [3] - The board believes that possessing a technology-driven distribution channel is crucial for attracting end customers and maintaining competitive advantages in food, beverage, and restaurant sales [3] Group 4 - The acquisition is expected to generate synergies, including cost efficiencies from streamlined operations, improved profit retention rates, and enhanced cross-selling opportunities between the group's restaurant and food and beverage distribution segments [4] - By owning the platform, the company will gain direct access to customer data and insights, enabling more precise marketing and product development [4] - These benefits are anticipated to positively contribute to the company's revenue growth and profitability, creating long-term value for shareholders [4]

Company Overview - Jinmi Fang Group Holdings Limited is engaged in the development of wine supply and related businesses in China, as well as operating a large dining group with various brands of leisure restaurants in Hong Kong [2] - The company's strategic goal is to consolidate its wine supply and leisure dining businesses in mainland China and Hong Kong, expecting synergies between these two sectors [2] - The group aims to strengthen its existing business and provide stable returns and growth prospects for its shareholders [2] Financial Performance - As of March 31, 2025, Jinmi Fang Group reported total revenue of HKD 24.6645 million, a year-on-year decrease of 48.33% [1] - The net profit attributable to shareholders was HKD -3.2437 million, showing a year-on-year increase of 88.43% [1] - The gross profit margin stood at 59.03%, while the debt-to-asset ratio was 184.97% [1] Market Position and Valuation - Jinmi Fang Group's price-to-earnings (P/E) ratio is -46.63, ranking 57th in the tourism and leisure facilities industry, which has an average P/E ratio of 44.85 [1] - Other companies in the same industry have varying P/E ratios, such as Yizhan Green Technology at 0.12, Life Concept at 0.63, and Dida Chuxing at 1.06 [1] - There are currently no institutional investment ratings for Jinmi Fang Group [1]

[Financial Highlights](index=2&type=section&id=Financial%20Highlights) [Financial Highlights](index=2&type=section&id=Financial%20Highlights) The Group's total revenue decreased by 48.4% year-on-year, while net loss significantly narrowed by 91.3% due to cost control and a higher prior-year impairment base Key Financial Indicators for FY2025 | Metric | For the Year Ended March 31, 2025 | For the Year Ended March 31, 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$26.7 Million | Approx. HK$51.7 Million | -48.4% | | Net Loss | Approx. HK$2.8 Million | Approx. HK$32.1 Million | -91.3% | | Basic and Diluted Loss Per Share | Approx. HK$0.13 Cents | Approx. HK$1.15 Cents | -88.7% | [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue for FY2025 decreased by 48.4% to HK$26.73 million, yet operating and total annual losses significantly narrowed due to increased other income and the absence of large prior-year impairment losses Consolidated Statement of Profit or Loss Key Data (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 26,727 | 51,729 | | Gross Profit | 15,776 | 30,702 | | Operating Loss | (1,479) | (28,503) | | Loss Before Tax | (1,917) | (29,409) | | Loss for the Year | (2,832) | (32,064) | | Loss Attributable to Owners of the Company | (3,515) | (30,374) | [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the company's net liability position deteriorated, with net current liabilities expanding to HK$14.21 million and total equity decreasing to negative HK$14.01 million, indicating severe financial challenges Consolidated Statement of Financial Position Key Data (HK$ Thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Assets | 16,127 | 17,871 | | Current Liabilities | 30,341 | 25,935 | | Net Current Liabilities | (14,214) | (8,064) | | Net Liabilities | (14,013) | (11,035) | | Total Equity | (14,013) | (11,035) | [Consolidated Statement of Changes in Equity](index=7&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, total equity decreased from negative HK$11.04 million to negative HK$14.01 million, primarily due to the HK$2.83 million loss for the year and a HK$0.15 million exchange difference - Due to total comprehensive expenses of approximately **HK$2.98 million** for the year, equity attributable to owners of the company deteriorated from **negative HK$9.34 million** to **negative HK$13.00 million**, expanding the total equity deficit[10](index=10&type=chunk) [Notes to the Financial Statements (Summary)](index=8&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail company information, accounting policies, and segment performance, notably revealing significant going concern uncertainties, a substantial decline in catering revenue, growth in food and liquor sales, and no dividends declared - The company's English name changed from “Royal Group Holdings International Company Limited” to “JIN MI FANG GROUP HOLDINGS LIMITED”, and its Chinese name from “皇璽集團控股國際有限公司” to “今米房集團控股有限公司”; principal activities include casual dining services in Hong Kong, watch trading, and liquor business in China[12](index=12&type=chunk) - The company faces severe going concern issues, recording a **net loss of HK$2.83 million** in FY2025, with **current liabilities exceeding total assets by HK$13.85 million**; management is implementing measures such as financial support from directors and related party loans to maintain operations[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - The company neither declared nor proposed any dividends for the two years ended March 31, 2025, and 2024[32](index=32&type=chunk) [Extracts from the Independent Auditor's Report](index=19&type=section&id=Extracts%20from%20the%20Independent%20Auditor%27s%20Report) [Material Uncertainty Related to Going Concern](index=19&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor issued an unmodified opinion but noted a material uncertainty regarding going concern, citing the Group's net loss and current liabilities exceeding total assets, which casts significant doubt on its ability to continue operations - The auditor noted that as of March 31, 2025, the Group recorded a **net loss of approximately HK$2.83 million** and its **current liabilities exceeded total assets by approximately HK$13.85 million**, which casts significant doubt on the Group's ability to continue as a going concern[40](index=40&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=20&type=section&id=Business%20Review%20and%20Outlook) The Group shifted its focus to China's liquor supply and online food distribution, planning a new Nanjing restaurant, while terminating Hong Kong restaurant operations due to market downturn, aiming to consolidate its position in the liquor, food, and catering sectors - The Group's new liquor supply business in China, particularly Chinese Baijiu, made a **significant contribution to sales** for the year[43](index=43&type=chunk) - The Group has expanded its business to online platforms for food sales and distribution and plans to open a new restaurant in Nanjing, China, expected to commence operations around July 2025[44](index=44&type=chunk)[46](index=46&type=chunk) - Due to the sluggish catering market in Hong Kong, the Group terminated its restaurant business in Hong Kong in October 2024[48](index=48&type=chunk) [Financial Review](index=21&type=section&id=Financial%20Review) Financial performance was marked by a significant revenue decline from terminated Hong Kong catering operations, but net loss substantially narrowed due to cost control, increased other income, and the absence of prior-year asset impairment losses [Revenue](index=21&type=section&id=Revenue) Total revenue decreased by 48.4% to HK$26.7 million, primarily due to the termination of Hong Kong restaurant operations, while food and liquor sales revenue increased Revenue Composition Changes | Business Segment | FY2025 Revenue (HK$ Million) | FY2024 Revenue (HK$ Million) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 26.7 | 51.7 | -48.4% | | Food and Liquor Sales | 15.7 | 14.8 | Growth | [Gross Profit and Gross Margin](index=22&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Gross profit decreased by 48.5% to HK$15.8 million, aligning with revenue decline, while gross margin remained stable at 59.0%, slightly below the prior year's 59.4% Gross Profit and Gross Margin Changes | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit | Approx. HK$15.8 Million | Approx. HK$30.7 Million | -48.5% | | Gross Margin | 59.0% | 59.4% | -0.4pp | [Operating Expenses and Impairment Losses](index=23&type=section&id=Operating%20Expenses%20and%20Impairment%20Losses) Operating expenses, including staff costs and depreciation, significantly decreased due to the termination of Hong Kong restaurant operations, with the absence of HK$12.63 million in prior-year impairment losses being a key factor in net loss reduction - Staff costs decreased by **45.5%** from **HK$21.1 million** to **HK$11.5 million** due to a reduction in employee headcount[52](index=52&type=chunk) - Depreciation expense significantly decreased by **97.8%** from **HK$4.5 million** to **HK$0.1 million** due to large impairment provisions in the prior year[53](index=53&type=chunk) Impairment Loss Comparison (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Impairment of Property, Plant and Equipment | – | 4,503 | | Impairment of Right-of-Use Assets | – | 7,875 | | Impairment of Intangible Assets | – | 256 | | **Total** | **–** | **12,634** | [Loss for the Year](index=25&type=section&id=Loss%20for%20the%20Year) Net loss significantly narrowed from HK$32.1 million to HK$2.8 million, primarily due to reduced costs from terminated Hong Kong restaurant operations, increased lease termination gains, and lower selling and administrative expenses - The significant reduction in net loss was primarily due to decreased revenue, increased other income (gains from lease termination), reduced selling expenses, and reduced administrative expenses[62](index=62&type=chunk) [Liquidity and Financial Resources](index=28&type=section&id=Liquidity%20and%20Financial%20Resources) The company's liquidity is extremely tight, with cash and cash equivalents plummeting by 96.7% to HK$0.3 million, while total interest-bearing borrowings decreased, and the debt-to-equity ratio is inapplicable due to an equity deficit - Cash and cash equivalents significantly decreased by **96.7%** from **HK$9.1 million** to **HK$0.3 million**, primarily due to working capital needs, costs associated with closing Hong Kong restaurants, and repayment of bank borrowings[70](index=70&type=chunk) - Total interest-bearing borrowings, including bank borrowings and lease liabilities, decreased from **HK$15.6 million** to approximately **HK$5.0 million**[71](index=71&type=chunk) - The debt-to-equity ratio is not applicable as the Group recorded an **equity deficit**[73](index=73&type=chunk) [Principal Risks and Uncertainties](index=27&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces principal risks including cost volatility, reliance on the Chinese market, foreign exchange risk, and credit risk, with some factors beyond its control despite management efforts - Approximately **58.8%** of the Group's revenue is derived from food and liquor sales in China, making its business highly susceptible to China's economic conditions and policies[66](index=66&type=chunk) - Cost control faces uncertainties, including fluctuations in food ingredient and liquor prices, rising wage levels, and commercial property rental costs[67](index=67&type=chunk) - The Group's sales and purchases are primarily denominated in HKD, RMB, and USD, exposing it to exchange rate fluctuation risks, particularly for non-freely convertible currencies like RMB[78](index=78&type=chunk) [Employees and Remuneration Policy](index=31&type=section&id=Employees%20and%20Remuneration%20Policy) Employee headcount significantly decreased from 93 to 12 following the termination of Hong Kong restaurant operations, with total staff costs falling from HK$20.8 million to HK$11.5 million, reflecting the company's competitive remuneration policy Employee Headcount and Cost Changes | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Employee Headcount | 12 | 93 | | Total Staff Costs | Approx. HK$11.5 Million | Approx. HK$20.8 Million | [Other Company Information](index=33&type=section&id=Other%20Company%20Information) [Corporate Governance and Compliance](index=33&type=section&id=Corporate%20Governance%20and%20Compliance) The company adopted and complied with the GEM Listing Rules' Corporate Governance Code, with annual results reviewed by the Audit Committee, and no listed securities were purchased, sold, or redeemed during the period, nor were there any post-period material events - The company complied with all applicable code provisions of the Corporate Governance Code for the year ended March 31, 2025[93](index=93&type=chunk) - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the year[91](index=91&type=chunk) - The Board confirmed that, apart from disclosed matters, no other material events occurred after the reporting period[92](index=92&type=chunk)

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].