股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 運興泰集團控股有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08362 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | 本月底法定 ...

Winning Tower Group Holdings Limited 運興泰集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) （Stock Code 股份代號：8362） NOTIFICATION LETTER 通知信函 Dear Non-Registered Holder(Note 1) , Winning Tower Group Holdings Limited (the "Company") – Notice of publication of 2025 Interim Report ("Current Corporate Communications") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at http://www.wtgl.hk and the webs ...

Winning Tower Group Holdings Limited 運興泰集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) （Stock Code 股份代號：8362） NOTIFICATION LETTER 通知信函 Dear Registered Shareholder, Winning Tower Group Holdings Limited (the "Company") – Notice of publication of 2025 Interim Report ("Current Corporate Communications") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at http://www.wtgl.hk and the website ...

[Report Overview](index=1&type=section&id=Report%20Overview) [GEM Market Features and Disclaimer](index=2&type=section&id=1.1%20GEM%20Market%20Features%20and%20Disclaimer) This section outlines the positioning of the GEM market of the Stock Exchange of Hong Kong, noting its provision of listing opportunities for small and medium-sized companies, accompanied by higher investment risks and market volatility - The GEM market provides a listing platform for small and medium-sized companies, entailing **higher investment risks** and potential for **significant market volatility** in securities[2](index=2&type=chunk) - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the contents of this report, make no representation as to its accuracy or completeness, and accept no liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents of this report[2](index=2&type=chunk) - The Company's directors confirm that the information contained in this report is **accurate and complete** in all material respects and is not misleading or fraudulent[3](index=3&type=chunk) [Company Information](index=3&type=section&id=1.2%20Company%20Information) This section details the composition of the company's board of directors, including executive, non-executive, and independent non-executive directors, as well as members of the audit, nomination, and remuneration committees - The Board of Directors comprises **3 executive directors, 3 non-executive directors, and 3 independent non-executive directors**[4](index=4&type=chunk) - The Company Secretary is Mr. Tsang Hing Wan, and the auditor is **Ernst & Young**[4](index=4&type=chunk) - The Company's registered office is in the Cayman Islands, its principal place of business in Hong Kong is in Kwai Chung, and its **stock code is 8362**[4](index=4&type=chunk)[5](index=5&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=4&type=section&id=2.1%20Business%20Review%20and%20Prospects) The Group primarily engages in the processing, sale, and transportation of fresh, frozen, and cooked foods, and operates restaurants in Hong Kong - The Group primarily engages in the processing and sale of fresh, frozen, and cooked foods (including provision of transportation services) and operates restaurants in Hong Kong[6](index=6&type=chunk) - The Group holds a **55% interest** in Wing Tai Catering, a joint venture established with Wing's Global Holdings Limited, participating in the Hong Kong catering and food business[6](index=6&type=chunk) - A joint venture, Sun King Tai Limited, was established with Tin King Limited, in which the Group holds a **60% interest**, and serves as the **primary supplier of food and beverage materials** to all its restaurants, expected to enhance future sales and revenue[7](index=7&type=chunk)[8](index=8&type=chunk) [Financial Review](index=5&type=section&id=2.2%20Financial%20Review) For the six months ended June 30, 2025, the Group's revenue slightly increased, but the cost of inventories consumed and operating loss before tax significantly rose, leading to a decrease in gross profit and gross margin, and an expanded net loss for the period Key Financial Indicators Comparison for H1 2025 | Indicator | 2025 H1 (HKD Thousand) | 2024 H1 (HKD Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 55,106 | 54,172 | +1.7% | | Food Processing and Trading Revenue | 48,300 | 43,600 | +10.8% | | Restaurant Operations Revenue | 6,800 | 10,600 | -35.9% | | Cost of Inventories Consumed | 32,800 | 29,400 | +11.6% | | Operating Loss Before Tax | 2,100 | 600 | +250.0% | | Gross Profit | 22,300 | 24,800 | -10.1% | | Gross Margin | 40.5% | 45.8% | -5.3 percentage points | | Employee Benefit Expenses | 12,400 | 12,900 | -3.9% | | Net Loss for the Period | 2,200 | 800 | +175.0% | - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[16](index=16&type=chunk) [Liquidity and Financial Resources](index=6&type=section&id=2.3%20Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's net current assets increased, cash at bank slightly decreased, and the gearing ratio remained low Liquidity and Financial Resources Overview as of June 30, 2025 | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | Change | | :--- | :--- | :--- | :--- | | Net Current Assets | 18,600 | 14,900 | Increase 3,700 | | Cash at Bank | 11,800 | 13,200 | Decrease 1,400 | | Bank Borrowings | 2,000 | 2,200 | Decrease 200 | | Gearing Ratio | 2.2% | 2.4% | Decrease 0.2 percentage points | - The Company has **1,400,000,000 issued shares** with a par value of **HKD 0.01 per share**, and its capital structure has remained unchanged since listing[19](index=19&type=chunk) - The Group adopts **prudent financial management measures** for its treasury policy, maintaining a **robust liquidity position** during the period, with no significant contingent liabilities or capital commitments[20](index=20&type=chunk)[21](index=21&type=chunk)[24](index=24&type=chunk) - Leasehold land and buildings held for own use by the Group, with a net book value of approximately **HKD 55.6 million**, have been pledged to secure bank financing[22](index=22&type=chunk) [Employees and Remuneration Policy](index=7&type=section&id=2.4%20Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed 73 staff, with a competitive remuneration policy offering performance-linked incentives and other benefits such as MPF, insurance, and medical compensation - As of June 30, 2025, the Group employed **73 staff** (June 30, 2024: 73 staff)[26](index=26&type=chunk) - The Group's employee remuneration scale is maintained at a **competitive level**, offering **performance-linked incentives** and other employee benefits, including MPF, insurance, and medical compensation[26](index=26&type=chunk) [Post Balance Sheet Events](index=7&type=section&id=2.5%20Post%20Balance%20Sheet%20Events) No significant events have occurred after the six months ended June 30, 2025, other than those already disclosed in this report - Save as disclosed above, no significant events have occurred after the six months ended June 30, 2025[27](index=27&type=chunk) [Directors' and Chief Executive's Interests](index=8&type=section&id=2.6%20Directors'%20and%20Chief%20Executive's%20Interests) This section discloses the interests of directors and the chief executive in the Company's shares as of June 30, 2025, where Ms. Au Hung Lin and Mr. Chung Yuk Wah hold 70% of the shares, and Ms. Au Hung Lin is the spouse of Mr. Chung Yuk Wah Directors' and Chief Executive's Interests in the Company's Shares (June 30, 2025) | Director's Name | Number of Shares | Approximate Percentage | | :--- | :--- | :--- | | Lai Ho Yin | 14,000,000 | 1.00% | | Ho Kin Wah | 28,000,000 | 2.00% | | Yu Ting Hei | 28,000,000 | 2.00% | | Au Hung Lin | 980,000,000 | 70.00% | | Chung Yuk Wah | 980,000,000 | 70.00% | - Ms. Au Hung Lin is the **spouse of Mr. Chung Yuk Wah**[28](index=28&type=chunk) - Save as disclosed, no director or chief executive of the Company had any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations[29](index=29&type=chunk) [Substantial Shareholders' Interests](index=9&type=section&id=2.7%20Substantial%20Shareholders'%20Interests) As of June 30, 2025, Kin King Ventures Limited was a substantial shareholder of the Company, holding 70% of the issued share capital Substantial Shareholders' Interests in the Company's Shares (June 30, 2025) | Shareholder Name | Number of Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | | Kin King Ventures Limited | 980,000,000 | 70% | - Save as disclosed, no other person had any interests or short positions in the shares or underlying shares of the Company or any of its associated corporations that were required to be entered in the register[30](index=30&type=chunk) [Share Option Scheme](index=9&type=section&id=2.8%20Share%20Option%20Scheme) The Company adopted a share option scheme on June 5, 2017, valid for ten years, but no share options have been granted since its adoption - The Company has a share option scheme, approved and adopted by shareholders on **June 5, 2017**, with a **ten-year validity period**[31](index=31&type=chunk) - **No share options have been granted** under the share option scheme since its adoption[32](index=32&type=chunk) [Directors' Rights to Acquire Shares](index=9&type=section&id=2.9%20Directors'%20Rights%20to%20Acquire%20Shares) At no time during the six months ended June 30, 2025, were any rights to acquire benefits by means of the acquisition of shares or debentures of the Company granted to or exercised by the directors or their respective spouses or children under 18 years of age - At no time during the six months ended June 30, 2025, were any rights to acquire benefits by means of the acquisition of shares or debentures of the Company granted to or exercised by the directors or their respective spouses or children under 18 years of age[33](index=33&type=chunk) [Purchase, Sale or Redemption of Securities](index=9&type=section&id=2.10%20Purchase%2C%20Sale%20or%20Redemption%20of%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities during the six months ended June 30, 2025 - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities[34](index=34&type=chunk) [Other Information](index=10&type=section&id=Other%20Information) [Compliance with Model Code for Securities Transactions by Directors](index=10&type=section&id=3.1%20Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a model code for securities transactions by directors, no less exacting than that set out in the GEM Listing Rules, and all directors have confirmed compliance with this code during the six months ended June 30, 2025 - The Company has adopted a model code for securities transactions by directors, with terms **no less exacting** than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[35](index=35&type=chunk) - Following specific enquiries made to all directors, all directors have confirmed their **compliance** with the required standard of dealings and the model code for securities transactions by directors adopted by the Company for the six months ended June 30, 2025[35](index=35&type=chunk) [Competing Interests](index=10&type=section&id=3.2%20Competing%20Interests) As of June 30, 2025, no director, substantial shareholder, or their respective associates had any interest in a business that directly or indirectly competes or may compete with the Group's business - As of June 30, 2025, no director, substantial shareholder, or their respective associates had any interest in a business that directly or indirectly competes or may compete with the Group's business[36](index=36&type=chunk) [Corporate Governance](index=10&type=section&id=3.3%20Corporate%20Governance) The Company has adopted and complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules, with an exception regarding the engagement of the company secretary - The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules and has **complied with them throughout the review period**, save for the engagement of the company secretary[37](index=37&type=chunk) - The Company has appointed Mr. Lai Ho Yin, an executive director, as the contact person for the company secretary, Mr. Tsang Hing Wan, to ensure prompt access to the Group's developments and provision of professional advice[37](index=37&type=chunk) [Audit Committee](index=11&type=section&id=3.4%20Audit%20Committee) The Company has established an Audit Committee in compliance with the GEM Listing Rules, comprising three independent non-executive directors - The Company has established an Audit Committee in compliance with the GEM Listing Rules, comprising **three independent non-executive directors**: Mr. Lo Sun Tong (Chairman), Mr. Chow Chun Wai, and Mr. Lam Lai Kiu[38](index=38&type=chunk) - The Audit Committee has **reviewed this report** and considers that it complies with applicable accounting standards and has made **adequate disclosures**[38](index=38&type=chunk) [Board Approval](index=11&type=section&id=3.5%20Board%20Approval) This report was approved and authorized for issue by the Board of Directors on August 8, 2025 - The condensed consolidated financial statements were **approved and authorized for issue by the Board** on August 8, 2025[39](index=39&type=chunk) [Condensed Consolidated Financial Statements](index=12&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=12&type=section&id=4.1%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group recorded revenue of HKD 55.1 million, but due to increased cost of inventories consumed and operating expenses, the operating loss before tax expanded to HKD 2.142 million, resulting in a net loss for the period of HKD 2.24 million and basic loss per share of HKD 0.17 cents Key Data from Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 55,106 | 54,172 | | Cost of Inventories Consumed | (32,813) | (29,443) | | Operating Loss Before Tax | (2,142) | (648) | | Loss for the Period | (2,240) | (807) | | Loss Attributable to Owners of the Company | (2,387) | (414) | | Basic Loss Per Share (HK Cents) | (0.17) | (0.03) | [Condensed Consolidated Statement of Comprehensive Income](index=13&type=section&id=4.2%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's total comprehensive income for the period was a loss of HKD 933 thousand, a deterioration from the previous year's income of HKD 489 thousand, primarily due to increased loss for the period, partially offset by a net revaluation surplus Key Data from Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Loss for the Period | (2,240) | (807) | | Net Revaluation Surplus | 1,565 | 1,552 | | Total Comprehensive Income for the Period | (933) | 489 | | Total Comprehensive Income Attributable to Owners of the Company | (1,080) | 882 | [Condensed Consolidated Statement of Financial Position](index=14&type=section&id=4.3%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total non-current assets slightly decreased to HKD 78.052 million, net current assets remained stable at HKD 18.585 million, while net assets and equity attributable to owners of the Company both slightly decreased Key Data from Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 78,052 | 79,188 | | Total Current Assets | 32,484 | 32,859 | | Total Current Liabilities | 13,899 | 14,216 | | Net Current Assets | 18,585 | 18,643 | | Net Assets | 87,283 | 88,216 | | Equity Attributable to Owners of the Company | 89,718 | 90,798 | [Condensed Consolidated Statement of Changes in Equity](index=16&type=section&id=4.4%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners of the Company decreased from HKD 90,798 thousand at the beginning of the period to HKD 89,718 thousand at the end, primarily due to a loss for the period of HKD 2,387 thousand, partially offset by a net revaluation surplus in other comprehensive income Changes in Equity Attributable to Owners of the Company (As of June 30, 2025) | Indicator | 2025-01-01 (HKD Thousand) | Loss for the Period (HKD Thousand) | Other Comprehensive Income for the Period (HKD Thousand) | 2025-06-30 (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 90,798 | (2,387) | 1,307 | 89,718 | [Condensed Consolidated Statement of Cash Flows](index=17&type=section&id=4.5%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash flows from operating activities significantly decreased to HKD 1.327 million, cash outflows from investing activities increased, and cash outflows from financing activities decreased, ultimately leading to a net decrease in cash and cash equivalents of HKD 1.346 million at period-end Key Data from Condensed Consolidated Statement of Cash Flows (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 1,327 | 8,024 | | Net Cash Flows Used in Investing Activities | (443) | (86) | | Net Cash Flows Used in Financing Activities | (2,230) | (4,109) | | Net Increase/(Decrease) in Cash and Cash Equivalents | (1,346) | 3,829 | | Cash and Cash Equivalents at End of Period | 11,809 | 14,112 | [Notes to the Condensed Consolidated Financial Statements](index=19&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [Company Information (Notes)](index=19&type=section&id=5.1%20Company%20Information%20(Notes)) This section discloses the company's place of incorporation, principal activities, ultimate holding company, functional currency, and the unaudited status of the financial information - The Company is an exempted company incorporated in the Cayman Islands under the Companies Law of the Cayman Islands, with its principal activities being **investment holding, food processing and trading, and restaurant operations**[48](index=48&type=chunk) - The Directors consider the Company's ultimate holding company to be **Kin King Ventures Limited**[48](index=48&type=chunk) - The condensed consolidated financial information is presented in **Hong Kong Dollars**, the Company's functional currency, and is **unaudited**[49](index=49&type=chunk)[50](index=50&type=chunk) [Basis of Preparation](index=19&type=section&id=5.2%20Basis%20of%20Preparation) The condensed consolidated financial information is prepared in accordance with the applicable disclosure requirements of the GEM Listing Rules and Hong Kong Accounting Standards issued by the HKICPA, using the historical cost convention, except for leasehold land and buildings held for own use, classified as right-of-use assets and property, plant and equipment, which are measured at fair value - The condensed consolidated financial information has been prepared in accordance with the applicable disclosure requirements of the GEM Listing Rules and **Hong Kong Accounting Standards** ("HKASs") issued by the Hong Kong Institute of Certified Public Accountants[51](index=51&type=chunk) - The condensed consolidated financial information has been prepared on the **historical cost basis**, except for leasehold land and buildings held for own use, classified as right-of-use assets and property, plant and equipment respectively, which are measured at **fair value**[51](index=51&type=chunk) [Accounting Policies](index=20&type=section&id=5.3%20Accounting%20Policies) The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial information are consistent with those used for the Group's financial information for the year ended December 31, 2024 - The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial information are **consistent** with those used for the Group's financial information for the year ended December 31, 2024[52](index=52&type=chunk) - The adoption of new and revised Hong Kong Financial Reporting Standards has **no significant impact** on the results and financial position[53](index=53&type=chunk) [Segment Information](index=20&type=section&id=5.4%20Segment%20Information) The Group has two reportable operating segments: food processing and trading (including transportation services) and restaurant operations - The Group is organised into **two reportable operating segments** based on products and services: food processing and trading (including provision of transportation services) and restaurant operations[54](index=54&type=chunk)[56](index=56&type=chunk) Segment Revenue and Results (For the six months ended June 30, 2025) | Segment | 2025 Revenue (HKD Thousand) | 2024 Revenue (HKD Thousand) | 2025 Results (HKD Thousand) | 2024 Results (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Food Processing and Trading | 48,289 | 43,564 | (2,561) | (2,960) | | Restaurant Operations | 6,817 | 10,608 | 324 | 2,143 | | Total | 55,106 | 54,172 | (2,237) | (817) | - No further analysis of geographical information is presented as **all the Group's revenue from external customers is derived from Hong Kong**, and **all non-current assets are located in Hong Kong**[58](index=58&type=chunk) - **Customer A** is a major customer of the food processing and trading segment, contributing **HKD 22,171 thousand in revenue** for the six months ended June 30, 2025[58](index=58&type=chunk) [Revenue](index=22&type=section&id=5.5%20Revenue) For the six months ended June 30, 2025, the Group's total revenue from contracts with customers was HKD 55.1 million Revenue Breakdown (For the six months ended June 30, 2025) | Type of Goods or Services | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Sales of Food | 48,249 | 43,534 | | Revenue from Provision of Transportation Services | 40 | 30 | | Revenue from Restaurant Operations | 6,817 | 10,608 | | Total | 55,106 | 54,172 | - Performance obligations for **food sales and restaurant operations** are satisfied at a **point in time** upon delivery of products or completion of services, while performance obligations for **provision of transportation services** are satisfied **over time**[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Loss Before Tax](index=25&type=section&id=5.6%20Loss%20Before%20Tax) For the six months ended June 30, 2025, the Group's loss before tax was HKD 2.24 million, primarily impacted by increased cost of inventories consumed and total depreciation, while employee benefit expenses and bank interest income decreased Key Components of Loss Before Tax (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Cost of Inventories Consumed | 32,813 | 29,766 | | Total Depreciation | 3,338 | 3,107 | | Total Employee Benefit Expenses | 12,425 | 12,879 | | Bank Interest Income | (47) | (95) | [Income Tax](index=26&type=section&id=5.7%20Income%20Tax) For the six months ended June 30, 2025, the Group recorded no income tax expense or credit - For the six months ended June 30, 2025, **no income tax expense or credit** was recorded[65](index=65&type=chunk) - Hong Kong profits tax is provided at **16.5%** on the estimated assessable profits arising in Hong Kong, with the first **HKD 2,000,000** for qualifying subsidiaries taxed at a rate of **8.25%** under the two-tiered profits tax rate regime[64](index=64&type=chunk) [Dividends](index=26&type=section&id=5.8%20Dividends) The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does **not recommend the payment of an interim dividend** for the six months ended June 30, 2025 (2024: nil)[65](index=65&type=chunk) [Earnings/(Loss) Per Share](index=27&type=section&id=5.9%20Earnings%2F(Loss)%20Per%20Share) For the six months ended June 30, 2025, the basic loss per share attributable to owners of the Company was HKD 0.17 cents, an increase from the prior year Earnings/(Loss) Per Share (For the six months ended June 30, 2025) | Indicator | 2025 (HK Cents) | 2024 (HK Cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (0.17) | (0.03) | - The weighted average number of ordinary shares in issue used for calculating basic loss per share was **1,400,000 thousand shares**[67](index=67&type=chunk) - No diluted adjustment was made to the basic loss per share presented for the six months ended June 30, 2025 and 2024, as the Group had **no potentially dilutive ordinary shares** in issue during these periods[67](index=67&type=chunk) [Trade Receivables](index=28&type=section&id=5.10%20Trade%20Receivables) As of June 30, 2025, the Group's net book value of trade receivables was HKD 11.568 million, primarily from third-party customers Net Book Value and Ageing Analysis of Trade Receivables (As of June 30, 2025) | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | | Net Book Value | 11,568 | 11,795 | | Of which: Third-party Customers | 10,613 | 11,345 | | Related Companies | 1,367 | 862 | | Impairment | (412) | (412) | | Ageing: Within 1 month | 9,707 | 6,851 | | 1 to 2 months | 1,495 | 3,828 | | 2 to 3 months | 366 | 1,116 | - The Group's trade terms with customers are primarily on a credit basis, with credit periods generally ranging from **30 to 45 days**[68](index=68&type=chunk) - The Group strives to maintain **strict control over outstanding receivables** to minimize credit risk and holds no collateral or other credit enhancements for its trade receivables balances[68](index=68&type=chunk) [Balances with Related Parties and Ultimate Holding Company](index=29&type=section&id=5.11%20Balances%20with%20Related%20Parties%20and%20Ultimate%20Holding%20Company) Balances with related companies are non-trade in nature, unsecured, interest-free, and repayable on demand - Balances with related companies are **non-trade in nature, unsecured, interest-free, and repayable on demand**[69](index=69&type=chunk) [Trade and Bills Payables](index=29&type=section&id=5.12%20Trade%20and%20Bills%20Payables) As of June 30, 2025, the Group's total trade and bills payables amounted to HKD 4.179 million, primarily to third-party suppliers, with settlement terms typically ranging from 30 to 60 days Total Trade and Bills Payables and Ageing Analysis (As of June 30, 2025) | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | | Total Trade and Bills Payables | 4,179 | 3,866 | | Of which: Third-party Suppliers | 4,179 | 3,327 | | Related Companies | – | 539 | | Ageing: Within 1 month | 4,179 | 3,866 | - Trade payables are **non-interest bearing** and usually have settlement periods of **30 to 60 days**[69](index=69&type=chunk) [Interest-bearing Bank Borrowings](index=30&type=section&id=5.13%20Interest-bearing%20Bank%20Borrowings) As of June 30, 2025, the Group's total interest-bearing bank borrowings amounted to HKD 2.014 million, all of which are secured loans with an effective interest rate of prime rate minus 3.0%, maturing between July 2025 and 2030 Interest-bearing Bank Borrowings (As of June 30, 2025) | Type | Effective Interest Rate (%) | Maturity Date | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Current Bank Loans | Prime rate minus 3.0 | July 2025 to June 2026 | 376 | 372 | | Non-Current Bank Loans | Prime rate minus 3.0 | July 2026 to 2030 | 1,638 | 1,827 | | **Total** | | | **2,014** | **2,199** | - All bank loans are **secured**[70](index=70&type=chunk) [Share Capital](index=30&type=section&id=5.14%20Share%20Capital) As of June 30, 2025, the Company's authorised share capital was HKD 100,000 thousand, with issued and fully paid share capital of HKD 14,000 thousand, corresponding to 1,400,000,000 ordinary shares of HKD 0.01 each Share Capital Details (As of June 30, 2025) | Type | Number of Shares | Par Value (HKD/Share) | Amount (HKD Thousand) | | :--- | :--- | :--- | :--- | | Authorised Ordinary Shares | 10,000,000,000 | 0.01 | 100,000 | | Issued and Fully Paid Ordinary Shares | 1,400,000,000 | 0.01 | 14,000 | [Contingent Liabilities](index=31&type=section&id=5.15%20Contingent%20Liabilities) As of the end of the reporting period, the Group had no significant contingent liabilities - As of the end of the reporting period, the Group had **no significant contingent liabilities**[72](index=72&type=chunk) [Commitments](index=31&type=section&id=5.16%20Commitments) As of the end of the reporting period, the Group had no capital commitments - As of the end of the reporting period, the Group had **no capital commitments**[73](index=73&type=chunk) [Related Party Transactions](index=31&type=section&id=5.17%20Related%20Party%20Transactions) This section discloses significant related party transactions between the Group and several directors and their associates (e.g., Yau Hing, Wing Chi, Wing's Group), including sales of goods, purchases, and transportation service revenue, all conducted on mutually agreed terms - The Group identified Ms. Yeung Suk Ying, Yau Hing, Yau Yip Property Investment Limited, Guangzhou Geyun, Wing Chi, Wing's Holdings Limited and its subsidiaries as **related parties**[74](index=74&type=chunk) Significant Related Party Transactions (For the six months ended June 30, 2025) | Related Party | Type of Transaction | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | :--- | | Yau Hing | Sales of Goods | 3,930 | 2,787 | | Yau Hing | Transportation Service Revenue | 40 | 30 | | Wing Chi | Sales of Goods | 706 | – | | Wing Chi | Purchases of Goods | 2,878 | 875 | | Wing's Group | Sales of Goods | 3,524 | 2,980 | - Transactions with related companies were conducted on **mutually agreed terms and conditions**[77](index=77&type=chunk) - Total remuneration for the Group's key management personnel amounted to **HKD 2.83 million** (2024: HKD 2.498 million)[77](index=77&type=chunk) [Approval of Condensed Consolidated Financial Statements](index=33&type=section&id=5.18%20Approval%20of%20Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 8, 2025 - The condensed consolidated financial statements were **approved and authorized for issue by the Board** on August 8, 2025[78](index=78&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 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 對 因 本 公 告 全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 Winning Tower Group Holdings Limited 運興泰集團控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8362） 有關截至二零二四年十二月三十一日止年度之年報的補充公告 茲 提 述 運 興 泰 集 團 控 股 有 限 公 司（「本公司」）截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 之 年 報（「二零二四年年報」）。除 另 有 界 定 者 外，本 公 告 所 用 詞 彙 與 二 零 二 四 年 年 報 所 界 定 者 具 有 相 同 涵 義。 本 公 司 謹 此 補 充，於 二 零 二 四 財 政 年 度 開 始 及 結 束 時，本 公 司 於 二 零 一 七 年 六 月五日採納的購股權計劃項下購股權之最高數目為140,000,000份，這 亦 為 購 股 權 計 劃 項 下 可 供 ...

公告称，集团将继续采取务实积的方式发展业务，以提升集团的盈利能力及股束的利益。 运兴泰集团(08362)发布截至2025年6月30日止6个月的中期业绩，该集团取得收益5510.6万港元，同比增 加1.72%;公司拥有人应占亏损238.7万港元，同比增加476.57%;每股基本亏损0.17港仙。 ...

Interim Results Announcement [Consolidated Financial Statements](index=2&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%90%88%E5%A0%B1%E8%A1%A8) For the six months ended June 30, 2025, the Group's total revenue saw slight growth, but increased cost of inventories consumed and declining restaurant business revenue led to an expanded loss of HKD 2.24 million for the period, with significantly reduced operating cash flow and a decrease in cash and cash equivalents at period-end, while overall net assets slightly decreased, maintaining a stable financial position [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's revenue slightly increased by 1.7% year-on-year to HKD 55.11 million, but increased cost of inventories consumed led to expanded operating and pre-tax losses, with loss attributable to owners of the Company at HKD 2.39 million, compared to HKD 0.41 million in the prior period, and basic loss per share widening to HKD 0.17 cents Condensed Consolidated Statement of Profit or Loss | Metric | For the Six Months Ended June 30, 2025 (Thousand HKD) | For the Six Months Ended June 30, 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 55,106 | 54,172 | +1.7% | | Cost of Inventories Consumed | (32,813) | (29,443) | +11.4% | | Loss Before Tax | (2,240) | (807) | +177.6% | | Loss for the Period | (2,240) | (807) | +177.6% | | Loss Attributable to Owners of the Company | (2,387) | (414) | +476.6% | | Basic and Diluted Loss Per Share (HK cents) | (0.17) | (0.03) | +466.7% | [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The period recorded a loss of HKD 2.24 million, but other comprehensive income from property revaluation (net of tax) generated HKD 1.31 million, resulting in a total comprehensive loss for the period of HKD 0.93 million, compared to a total comprehensive income of HKD 0.49 million in the prior period - Total comprehensive loss for the period was **HKD 0.933 million**, compared to total comprehensive income of **HKD 0.489 million** in the prior period, primarily due to the expanded operating loss in the current period[5](index=5&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Group's net assets were HKD 87.28 million, a slight decrease from HKD 88.22 million at the end of 2024, with net current assets remaining stable at HKD 18.59 million and cash and cash equivalents at HKD 11.81 million Condensed Consolidated Statement of Financial Position | Metric | As of June 30, 2025 (Unaudited, Thousand HKD) | As of December 31, 2024 (Audited, Thousand HKD) | | :--- | :--- | :--- | | Total Non-current Assets | 78,052 | 79,188 | | Total Current Assets | 32,484 | 32,859 | | Total Current Liabilities | 13,899 | 14,216 | | Net Assets | 87,283 | 88,216 | | Cash and Cash Equivalents | 11,809 | 13,155 | | Total Equity | 87,283 | 88,216 | [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the six months ended June 30, 2025, total shareholders' equity decreased from HKD 88.22 million at the beginning of the period to HKD 87.28 million at the end, primarily due to a loss of HKD 2.39 million for the period, partially offset by HKD 1.31 million in other comprehensive income from asset revaluation - Equity attributable to owners of the Company decreased from **HKD 90.80 million** to **HKD 89.72 million**, primarily due to a total comprehensive loss of **HKD 1.08 million** recorded during the period[8](index=8&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) Net cash flow from operating activities for the period was HKD 1.33 million, a significant decrease from HKD 8.02 million in the prior period, with both investing and financing activities resulting in net cash outflows, and the period-end cash and cash equivalents balance at HKD 11.81 million, a decrease of HKD 1.35 million from the beginning of the period Condensed Consolidated Statement of Cash Flows | Cash Flow Activities | For the Six Months Ended June 30, 2025 (Thousand HKD) | For the Six Months Ended June 30, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 1,327 | 8,024 | | Net Cash Flows Used in Investing Activities | (443) | (86) | | Net Cash Flows Used in Financing Activities | (2,230) | (4,109) | | Net Decrease in Cash and Cash Equivalents | (1,346) | 3,829 (Increase) | | Cash and Cash Equivalents at End of Period | 11,809 | 14,112 | [Notes to the Financial Statements](index=9&type=section&id=%E8%B2%A1%E5%8B%99%E5%90%88%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes detail key information including the company's accounting policies, business segment performance, revenue composition, and related party transactions, with the Group's operations divided into food processing and trading and restaurant operations, where the former saw revenue growth but the latter significantly declined, with all operations and assets located in Hong Kong, and significant related party transactions also disclosed [Company Information, Basis of Preparation and Accounting Policies](index=9&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99%E3%80%81%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The company is an investment holding company incorporated in the Cayman Islands, primarily engaged in food processing and trading and restaurant operations in Hong Kong, with financial statements presented in HKD and prepared in accordance with Hong Kong Accounting Standards, and new and revised Hong Kong Financial Reporting Standards adopted in the current period having no significant impact on results - The Group's principal activities are processing and trading of fresh food, frozen food, and cooked food, and operating restaurants[12](index=12&type=chunk) - The accounting policies adopted for the preparation of the interim financial information are consistent with those applied in the previous annual financial information, with no significant impact from new accounting standards[16](index=16&type=chunk)[17](index=17&type=chunk) [Segment Information](index=9&type=section&id=%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's operations are divided into two segments: food processing and trading (including transportation services) and restaurant operations; during the period, food processing and trading segment revenue increased by 10.8% year-on-year to HKD 48.29 million, while restaurant operations segment revenue significantly decreased by 35.7% year-on-year to HKD 6.82 million, with the food processing segment's loss narrowing and the restaurant segment's performance shifting from profit to a small profit, indicating a substantial decline in profitability Segment Revenue | Segment | Revenue for H1 2025 (Thousand HKD) | Revenue for H1 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Food Processing and Trading | 48,289 | 43,564 | +10.8% | | Restaurant Operations | 6,817 | 10,608 | -35.7% | | **Total** | **55,106** | **54,172** | **+1.7%** | Segment Results | Segment | Results for H1 2025 (Thousand HKD) | Results for H1 2024 (Thousand HKD) | | :--- | :--- | :--- | | Food Processing and Trading | (2,561) | (2,960) | | Restaurant Operations | 324 | 2,143 | - All of the Group's revenue and non-current assets are derived from Hong Kong, with no other geographical segment information available[22](index=22&type=chunk) - Revenue from the largest customer A constituted a significant portion of the food processing and trading segment, contributing **HKD 22.17 million** in revenue during the period, a year-on-year increase of **12.4%**[23](index=23&type=chunk) [Revenue and Taxation](index=11&type=section&id=%E6%94%B6%E7%9B%8A%E5%8F%8A%E7%A8%85%E9%A0%85) All of the Group's revenue is derived from contracts with customers; by business type, food sales revenue was HKD 48.25 million, and restaurant operations revenue was HKD 6.82 million, with no income tax expense for the period - The Group incurred no income tax expense during the period, consistent with the prior period[29](index=29&type=chunk)[30](index=30&type=chunk) [Dividends and Loss Per Share](index=14&type=section&id=%E8%82%A1%E6%81%AF%E5%8F%8A%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025; basic loss per share was HKD 0.17 cents, compared to HKD 0.03 cents in the prior period, with the expanded loss primarily due to an increase in loss attributable to owners of the Company - The Board does not recommend the payment of an interim dividend[31](index=31&type=chunk) - The weighted average number of ordinary shares used in the calculation of basic loss per share was **1,400,000,000** shares[37](index=37&type=chunk) [Related Party Transactions](index=18&type=section&id=%E9%97%9C%E8%81%AF%E6%96%B9%E4%BA%A4%E6%98%93) The Group has significant transactions with multiple related parties, including sales of goods to You Xing, Wing Chi, and Wing's Group, and purchases of goods from Wing Chi, all constituting connected transactions under the GEM Listing Rules; additionally, the Group leases properties from related party You Ye for use as a food factory and warehouse Related Party Transactions | Related Party | Type of Transaction | Amount for H1 2025 (Thousand HKD) | | :--- | :--- | :--- | | You Xing | Sales of Goods | 3,930 | | Wing Chi | Sales of Goods | 706 | | Wing Chi | Purchases of Goods | 2,878 | | Wing's Group | Sales of Goods | 3,524 | - The Group leases properties from related party You Ye; as of June 30, 2025, the related right-of-use assets recognized were **HKD 1.85 million**, and lease liabilities were **HKD 2.13 million**[50](index=50&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) Management reviewed the period's results, with total revenue slightly increasing by 1.7% year-on-year to HKD 55.10 million, primarily driven by growth in food processing and trading business, despite a decline in restaurant operations revenue; gross profit margin decreased from 45.8% to 40.5%, leading to an expanded loss of HKD 2.20 million for the period, while the Group's financial position remains robust with a low gearing ratio, and it will continue to develop its business in a pragmatic and proactive manner [Business Review and Prospects](index=21&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%89%8D%E6%99%AF) The Group primarily engages in food processing sales and restaurant operations in Hong Kong; through joint ventures established with Wing's and Tin Kwong, the Group participates in the catering business and serves as the main food ingredient supplier for the joint venture restaurants, aiming to enhance future sales and revenue, and will continue to actively develop its business to enhance shareholder value - The Group participates in Hong Kong's catering and food business through joint ventures Wing Tai Catering and Sun King Tai[53](index=53&type=chunk)[54](index=54&type=chunk) - The Group will serve as the primary supplier of food and beverage ingredients for the joint venture restaurants, which is expected to enhance the Group's sales and revenue[55](index=55&type=chunk) [Financial Review](index=22&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) For the six months ended June 30, 2025, the Group's revenue increased by 1.7% year-on-year to HKD 55.10 million, with growth in food processing and trading revenue offset by a decline in restaurant operations revenue; gross profit and gross profit margin both decreased to HKD 22.30 million and 40.5% respectively, leading to an expanded loss of HKD 2.20 million for the period due to lower gross profit Financial Performance | Financial Metric | H1 2025 (Million HKD) | H1 2024 (Million HKD) | | :--- | :--- | :--- | | Revenue | 55.10 | 54.20 | | Gross Profit | 22.30 | 24.80 | | Gross Profit Margin | 40.5% | 45.8% | | Loss for the Period | 2.20 | 0.80 | - Employee benefit expenses decreased from **HKD 12.90 million** to **HKD 12.40 million**, primarily due to a reduction in employees responsible for restaurant operations[60](index=60&type=chunk) [Liquidity and Capital Structure](index=23&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E8%88%87%E8%B3%87%E6%9C%AC%E7%B5%90%E6%A7%8B) As of June 30, 2025, the Group's financial position is robust, with net current assets of approximately HKD 18.60 million and cash holdings of HKD 11.80 million; the gearing ratio (calculated as bank borrowings divided by equity) remained low at 2.2%, and the Group adopts a prudent treasury policy with no significant currency risks or capital commitments - The gearing ratio was approximately **2.2%**, a slight decrease from **2.4%** at the end of 2024[65](index=65&type=chunk) - The Group's leasehold land and buildings, with a net book value of approximately **HKD 55.60 million**, have been pledged to secure bank facilities[69](index=69&type=chunk) - The majority of the Group's transactions are denominated in Hong Kong Dollars and US Dollars, posing no significant currency risk[70](index=70&type=chunk) [Other Information](index=25&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section discloses the shareholdings of directors and substantial shareholders, with Grand View Ventures Limited holding 70% of the shares as a substantial shareholder; during the reporting period, the company neither granted any share options nor purchased, sold, or redeemed any securities, and has complied with the Model Code for Securities Transactions by Directors, generally adhering to corporate governance code provisions, with a single deviation regarding the employment status of the company secretary [Directors' and Substantial Shareholders' Interests](index=25&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) Disclosures indicate that directors Ms. Au Hung Lin and Mr. Chung Yuk Wah (spouse) jointly hold 70% of the company's shares; substantial shareholder Grand View Ventures Limited holds 980 million shares, representing 70% of the issued share capital - Substantial shareholder Grand View Ventures Limited holds **980,000,000** shares of the Company, representing **70%** of the shareholding[78](index=78&type=chunk) - No share options have been granted since the adoption of the share option scheme[80](index=80&type=chunk) [Corporate Governance](index=27&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) The company has adopted the Corporate Governance Code and complied with its provisions during the reporting period, with one deviation: Mr. Tsang Hing Wan, the company secretary, is not an employee of the company; the company has appointed executive director Mr. Lai Ho Yin as a contact person to ensure information flow, and the Audit Committee has reviewed this interim results announcement - The Company complied with the Corporate Governance Code during the reporting period, with a deviation regarding the company secretary not being an employee of the Company[85](index=85&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has reviewed this results announcement and is of the opinion that it has complied with applicable accounting standards and made adequate disclosures[86](index=86&type=chunk)

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 運興泰集團控股有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08362 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定 ...

Financial Performance - The company maintained last year's performance level and achieved growth despite a declining business environment in Hong Kong[9]. - The company recorded a net profit for the year ending December 31, 2024[9]. - The company recorded revenue of approximately HKD 108.5 million for the year ended December 31, 2024, a slight increase of about 0.1% compared to HKD 108.4 million in the previous year[18]. - Revenue from food processing and trading was approximately HKD 90.9 million, up from HKD 79.1 million in 2023, while restaurant operations generated about HKD 17.6 million, down from HKD 29.3 million[18]. - The company achieved an operating profit before tax of approximately HKD 1.7 million, a turnaround from an operating loss of HKD 2.5 million in the previous year[19]. - The company's net profit for the year was approximately HKD 0.9 million, compared to a net loss of HKD 3.1 million in the previous year[22]. - As of December 31, 2024, the company's current assets net value was approximately HKD 18.6 million, up from HKD 13.8 million in 2023[24]. - The debt-to-equity ratio was approximately 2.4% as of December 31, 2024, down from 3.1% in the previous year[25]. - The company reported a reserve of approximately HKD 47,814,000 as of December 31, 2024, down from HKD 49,526,000 in 2023[57]. Business Strategy and Operations - The company aims to enhance its sales and revenue by being the main supplier of food and beverage materials for all restaurants under the joint venture[14]. - The company plans to expand its business capacity by improving refrigeration capabilities and seeking new business opportunities[16]. - The company will continuously review its strategies to adapt to the latest business environment and assess potential acquisition targets[9]. - The company operates in the food processing and trading sector, including frozen and cooked foods, and restaurant management[12]. - The company has established joint ventures to participate in the food and beverage business in Hong Kong, holding a 55% stake in one and a 60% stake in another[13]. - The company acknowledges the challenges posed by rising vacancy rates and declining rental and asset prices in Hong Kong[9]. - The group operates primarily in Hong Kong, dealing with the processing and trading of fresh, frozen, and cooked food, as well as restaurant operations[53]. Management and Governance - The company has a strong management team with extensive experience in the food processing and trading industry, enhancing its operational capabilities[39][41][43]. - The board includes independent directors with over 30 years of experience in the catering service industry, providing independent opinions and oversight[48]. - The company is focused on strategic planning and operational management to drive business development and financial monitoring[40][41]. - The board consists of three executive directors, three non-executive directors, and three independent non-executive directors, ensuring a balanced governance structure[128]. - The board is responsible for approving and monitoring the overall strategy and policies of the group, focusing on growth and financial performance[132]. - Independent non-executive directors constitute three out of eight board members, exceeding the GEM listing rule requirement of at least one-third[139]. - The company has established mechanisms to ensure independent viewpoints are obtained, with annual reviews of the board's composition and performance[139]. - The company has implemented measures to ensure compliance with trading regulations and to enhance communication regarding blackout periods[126]. Employee and Workplace Policies - The company strictly adheres to all applicable employment regulations and provides competitive compensation packages to attract and retain talent[74]. - The company is committed to providing a safe and healthy work environment, ensuring equal opportunities for all employees[74]. - The company has established measures to protect employee personal data and provides channels for employees to express their opinions[74]. - The group emphasizes the importance of a safe working environment and has established occupational health and safety policies, providing regular training for employees[196]. - The group encourages employee participation in continuing education and training to develop personal capabilities, including mandatory food safety manager training[197]. - The group has a comprehensive recruitment process and strictly prohibits child labor and forced labor, ensuring compliance with local employment laws[198]. Environmental Responsibility - The total greenhouse gas emissions from mobile source fuel (road transport) amounted to 58,794 kg of CO2, 3 kg of CH4, and 2 kg of N2O[184]. - The company's annual electricity consumption was 1,541,699 kWh, resulting in emissions of 847,934.45 kg of CO2[184][185]. - The company produced no hazardous waste during the reporting period[188]. - The company implemented measures to reduce emissions, such as minimizing office lighting and air conditioning during lunch hours[191]. - The company encourages employees to use double-sided or eco-friendly paper for printing, and waste paper is managed by dedicated personnel[191]. - The company regularly reminds logistics staff to turn off truck engines to reduce harmful environmental impacts[192]. - Supplier selection criteria include environmental and social performance, ensuring stable supply and quality products[199]. Shareholder and Financial Policies - The company has not engaged in any significant acquisitions, sales, or investments during the fiscal year ending December 31, 2024[64]. - No dividends were recommended for the fiscal year ending December 31, 2024[56]. - The company anticipates that it will not distribute any dividends in the short term as funds are expected to be used for business investments[174]. - The company has not established any equity-linked agreements as of December 31, 2024[62]. - The company has not purchased, redeemed, or sold any of its listed securities during the year[61]. - The company has confirmed that there are no business interests or conflicts with any companies that may compete with its operations[92]. Corporate Governance and Compliance - The company has adopted corporate governance practices in line with GEM listing rules and has complied with the code provisions throughout the reporting period[121]. - The company has established a policy to prevent bribery, ensuring compliance among all employees[112]. - The roles of the Chairman and CEO are clearly separated to ensure a balance of power within the company[122]. - The company adopted a code of conduct for securities trading by directors, confirming compliance from all directors from the listing date until December 31, 2024[123]. - The board has established specific committees, including the audit committee, remuneration committee, and nomination committee, to assist in the effective implementation of its functions[153]. - The audit committee, consisting of three independent non-executive directors, held four meetings during the year and reviewed the annual report for compliance with applicable accounting standards[157]. - The company has established a whistleblowing policy to provide guidance and reporting channels for employees and third parties to report misconduct, with confidentiality assured[144]. - The company has adopted an anti-fraud and anti-corruption policy to resist fraudulent activities and ensure compliance with relevant laws and regulations[148].

[Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's operations, financial performance, and future outlook for the reporting period [Business Review and Prospects](index=4&type=section&id=Business%20Review%20and%20Prospects) The Group's core business involves food processing, sales, and restaurant operations in Hong Kong, with strategic joint ventures aimed at enhancing future sales and revenue - The Group primarily engages in food processing, sales, and restaurant operations[3](index=3&type=chunk) - The Group participates in the catering business through Rong Tai Catering Limited (55% stake) and Sun King Tai Limited (60% stake), acting as the primary food and beverage material supplier for these joint ventures to enhance the Group's sales and revenue[3](index=3&type=chunk)[4](index=4&type=chunk)[5](index=5&type=chunk) [Financial Review](index=5&type=section&id=Financial%20Review) For the six months ended June 30, 2024, the Group's financial performance significantly improved with a 4.2% revenue increase and a substantial reduction in net loss, demonstrating robust liquidity Financial Performance Summary | Financial Indicator | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | HKD 54.2 million | HKD 52.0 million | +4.2% | | - Food Processing and Trading | HKD 43.6 million | HKD 37.5 million | +16.3% | | - Restaurant Operations | HKD 10.6 million | HKD 14.5 million | -26.9% | | Gross Profit | HKD 24.8 million | HKD 23.7 million | +4.6% | | Gross Margin | 45.8% | 45.6% | +0.2pp | | Net Loss for the Period | HKD 0.8 million | HKD 3.2 million | -75.0% | - The Board does not recommend an interim dividend for the six months ended June 30, 2024[7](index=7&type=chunk) Liquidity and Financial Resources | Liquidity and Financial Resources | As at June 30, 2024 | As at December 31, 2023 | | :--- | :--- | :--- | | Net Current Assets | HKD 14.9 million | HKD 13.8 million | | Bank and Cash | HKD 14.1 million | HKD 10.3 million | | Bank Borrowings | HKD 2.4 million | HKD 2.9 million | | Gearing Ratio | 2.6% | 3.1% | [Other Information](index=9&type=section&id=Other%20Information) This section details significant changes in directors' and shareholders' interests and the Group's adherence to corporate governance principles [Directors' and Shareholders' Interests](index=9&type=section&id=Directors'%20and%20Shareholders'%20Interests) Significant equity changes occurred during the period, resulting in the offeror and parties acting in concert holding 75% of the Company's issued share capital - On January 26, 2024, the controlling shareholder sold approximately **76.78%** of its shares in Kin King Ventures (the Company's holding company) to the offeror (Mr. Chung Yuk Wah, Ms. Au Hung Lin, etc.)[12](index=12&type=chunk) - Upon completion of the transaction, the offeror and parties acting in concert held **75%** of the Company's equity through Kin King Ventures, triggering a mandatory unconditional cash offer under the Takeovers Code[13](index=13&type=chunk) - As at June 30, 2024, Kin King Ventures Limited held **1,050,000,000 shares** of the Company, representing **75%** of the issued share capital[14](index=14&type=chunk) [Corporate Governance and Compliance](index=12&type=section&id=Corporate%20Governance%20and%20Compliance) The Group generally complied with the Corporate Governance Code during the reporting period, with the Audit Committee reviewing the interim report - The Group complied with the Corporate Governance Code during the reporting period, except for the company secretary not being an employee of the Group, but an executive director has been appointed as a contact person to ensure smooth communication[18](index=18&type=chunk) - The Audit Committee comprises three independent non-executive directors, Mr. Lo Sun Tong (Chairman), Mr. Chow Chun Wai, and Mr. Lam Lai Kiu, and has reviewed this report[19](index=19&type=chunk) - The Directors confirm compliance with the Model Code for Securities Transactions by Directors during the reporting period, and the controlling shareholder complied with the non-competition undertaking[16](index=16&type=chunk)[17](index=17&type=chunk) [Condensed Consolidated Financial Statements](index=14&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the Group's condensed consolidated financial statements, including the statement of profit or loss, financial position, and cash flows [Condensed Consolidated Statement of Profit or Loss](index=14&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2024, the Group's revenue increased by 4.1%, and loss before tax significantly narrowed due to effective cost control Condensed Consolidated Statement of Profit or Loss | Item (HKD thousands) | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Revenue | 54,172 | 52,030 | | Loss Before Tax | (807) | (3,197) | | Loss for the Period | (807) | (3,197) | | Loss Attributable to Owners of the Company | (414) | (2,952) | | Basic Loss Per Share (HK cents) | (0.03) | (0.21) | [Condensed Consolidated Statement of Financial Position](index=16&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As at June 30, 2024, the Group maintained a robust financial position with increased net assets and cash and cash equivalents Condensed Consolidated Statement of Financial Position | Item (HKD thousands) | As at June 30, 2024 (Unaudited) | As at December 31, 2023 (Audited) | | :--- | :--- | :--- | | Non-current Assets | 82,152 | 84,385 | | Current Assets | 34,673 | 36,243 | | Current Liabilities | 19,726 | 22,457 | | Non-current Liabilities | 9,787 | 11,315 | | **Net Assets** | **87,312** | **86,856** | | **Equity Attributable to Owners of the Company** | **93,112** | **92,230** | [Condensed Consolidated Statement of Cash Flows](index=18&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2024, the Group generated significant net cash from operating activities, leading to a net increase in cash and cash equivalents Condensed Consolidated Statement of Cash Flows | Item (HKD thousands) | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net Cash Flows From Operating Activities | 8,024 | 1,562 | | Net Cash Flows From/(Used In) Investing Activities | (86) | 154 | | Net Cash Flows Used In Financing Activities | (4,109) | (2,443) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **3,829** | **(727)** | | Cash and Cash Equivalents at Beginning of Period | 10,283 | 15,601 | | **Cash and Cash Equivalents at End of Period** | **14,112** | **14,874** | [Notes to the Condensed Consolidated Financial Statements](index=21&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes supporting the condensed consolidated financial statements, including segment information, revenue breakdown, and related party transactions [Segment Information](index=22&type=section&id=Segment%20Information) The Group operates in two segments: Food Processing and Trading, and Restaurant Operations, with all revenue and non-current assets located in Hong Kong Operating Segment Performance (HKD thousands) | Operating Segment (HKD thousands) | Revenue (External) | Segment Results (Loss/Profit) | | :--- | :--- | :--- | | Food Processing and Trading | 43,564 | (2,960) | | Restaurant Operations | 10,608 | 2,143 | | **Total** | **54,172** | **(817)** | - All the Group's revenue from external customers is generated in Hong Kong, and all non-current assets are also located in Hong Kong[36](index=36&type=chunk) [Revenue](index=24&type=section&id=Revenue) Total revenue from contracts with customers for the period was HKD 54.172 million, primarily from sales of food transferred at a point in time Revenue by Category (HKD thousands) | Revenue Category (HKD thousands) | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Sales of Food | 43,534 | 37,453 | | Revenue from Transportation Services | 30 | 45 | | Revenue from Restaurant Operations | 10,608 | 14,532 | | **Total Revenue from Contracts with Customers** | **54,172** | **52,030** | [Related Party Transactions](index=33&type=section&id=Related%20Party%20Transactions) The Group engages in significant transactions with various related parties controlled by directors and shareholders, including sales, purchases, and remuneration to key management - The Group conducts business with several companies controlled by directors and shareholders (or their families), including Yau Hing, Guangzhou Geyun, Wing Chi, Yau Yip Property, etc[55](index=55&type=chunk) Related Party Transactions (HKD thousands) | Related Party Transaction (HKD thousands) | For the Six Months Ended June 30, 2024 | Nature of Transaction | | :--- | :--- | :--- | | Yau Hing | 2,787 | Sales of Goods | | Guangzhou Geyun | 240 | Purchases of Goods | | Wing Chi | 872 | Purchases of Goods | | Yau Yip Property | - | Rental Expenses | - For the six months ended June 30, 2024, total remuneration paid to key management personnel was **HKD 2,498 thousand** (2023: HKD 2,474 thousand)[58](index=58&type=chunk)