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 ...

Core Viewpoint - The company reported a slight increase in revenue but a significant increase in loss, indicating challenges in profitability despite revenue growth [1] Financial Performance - The company achieved revenue of HKD 55.106 million for the six months ending June 30, 2025, representing a year-on-year increase of 1.72% [1] - The loss attributable to shareholders was HKD 2.387 million, which is a year-on-year increase of 476.57% [1] - The basic loss per share was HKD 0.17 [1] Strategic Outlook - The company plans to adopt a pragmatic approach to business development to enhance profitability and shareholder value [1]

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].

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） 截至二零二四年十二月三十一日 止年度的年度業績公告 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM的特色 GEM的 定 位，乃 為 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 公 司 提 供 一 個 上 市 的 市 場。有 意 投 資 的 人 士 應 了 解 投 資 於 該 等 公 司 的 潛 在 風 險，並 應 經 過 審 慎 周 詳 的 考 慮 後 方 作 出 投 資 決 定。GEM的較高風險及其他特色表示 GEM較 適 合 專 業 及 其 他 經 驗 豐 富 的 投 資 者。 由 於GEM上 市 公 司 新 興 的 性 質 所 然，在GEM買賣的證券可能會較於聯交所主 板 買 賣 之 證 券 承 受 較 大 的 市 場 波 動 風 險，同 時 無 法 保 證 在GEM買賣的證券會 有 高 流 通 量 的 市 場。 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 ...

[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)

[Financial Statements](index=2&type=section&id=Financial%20Statements) This section provides the condensed consolidated financial statements, offering a comprehensive overview of the Group's financial performance, position, and cash flows [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2024, Group revenue slightly increased by 4.1% to HKD 54.172 million, with loss for the period significantly narrowed to HKD 0.807 million due to effective cost and expense control Performance Summary for the Six Months Ended June 30 | Metric | 2024 (HKD Thousands) | 2023 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 54,172 | 52,030 | +4.1% | | Loss Before Tax | (807) | (3,197) | Loss Narrowed 74.8% | | Loss for the Period | (807) | (3,197) | Loss Narrowed 74.8% | | Loss Attributable to Owners of the Company | (414) | (2,952) | Loss Narrowed 86.0% | | Basic Loss Per Share (HK Cents) | (0.03) | (0.21) | Loss Narrowed | [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group achieved a turnaround to a total comprehensive income of HKD 0.489 million for the period, compared to a total comprehensive loss of HKD 1.903 million in the prior period, primarily due to reduced operating losses and asset revaluation gains - Total comprehensive income for the period was **HKD 0.489 million**, compared to a total comprehensive loss of **HKD 1.903 million** in the prior period[4](index=4&type=chunk) - Other comprehensive income (net of tax) was **HKD 1.296 million**, primarily from asset revaluation surplus, remaining largely consistent with **HKD 1.294 million** in the prior period[4](index=4&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's financial position remained stable, with total assets at HKD 117 million, net assets slightly increasing to HKD 87.312 million, and cash and cash equivalents significantly rising to HKD 14.112 million Financial Position Summary | Metric | June 30, 2024 (HKD Thousands) | December 31, 2023 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 82,152 | 84,385 | -2.6% | | Current Assets | 34,673 | 36,243 | -4.3% | | Current Liabilities | 19,726 | 22,457 | -12.2% | | Net Assets | 87,312 | 86,856 | +0.5% | | Cash and Cash Equivalents | 14,112 | 10,283 | +37.2% | [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2024, total equity increased from HKD 86.856 million at the beginning of the year to HKD 87.312 million, primarily driven by the total comprehensive income of HKD 0.489 million recorded during the period - Equity attributable to owners of the Company increased from **HKD 92.230 million** at the beginning of the year to **HKD 93.112 million**, mainly due to **HKD 0.882 million** in total comprehensive income[8](index=8&type=chunk) - Total equity grew from **HKD 86.856 million** as of January 1, 2024, to **HKD 87.312 million** as of June 30, 2024[8](index=8&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) During the period, net cash flows from operating activities significantly improved to HKD 8.024 million from HKD 1.562 million in the prior period, resulting in a net increase of HKD 3.829 million in cash and cash equivalents to HKD 14.112 million despite increased financing outflows Cash Flow Summary (For the Six Months Ended June 30) | Metric | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 8,024 | 1,562 | | Net Cash Flows from Investing/(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 End of Period | 14,112 | 14,874 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, including company information, accounting policies, segment data, revenue analysis, and related party transactions [Company Information, Basis of Preparation, and Accounting Policies](index=9&type=section&id=1.%20Company%20Information%2C%202.%20Basis%20of%20Preparation%2C%203.%20Accounting%20Policies) The Group operates as an investment holding company primarily engaged in food processing, trading, and restaurant operations in Hong Kong, with interim financial information prepared under HKAS and GEM Listing Rules, maintaining consistent accounting policies - The Group is primarily engaged in processing and trading of raw, frozen, and cooked food products, as well as operating restaurants[12](index=12&type=chunk) - The financial information is prepared on a historical cost basis and should be read in conjunction with the annual financial statements[13](index=13&type=chunk) - The adoption of new Hong Kong Financial Reporting Standards had no significant impact on the Group's results or financial position[14](index=14&type=chunk) [Segment Information](index=9&type=section&id=4.%20Segment%20Information) The Group's operations are divided into food processing and trading, and restaurant operations; the former saw revenue grow by 16.2% to HKD 43.564 million but incurred an operating loss of HKD 2.960 million, while the latter's revenue decreased by 27.0% to HKD 10.608 million but improved significantly to a profit of HKD 2.143 million Segment Results (For the Six Months Ended June 30) | Segment | Revenue (HKD Thousands) | 2023 Prior Period Revenue (HKD Thousands) | Segment Result (HKD Thousands) | 2023 Prior Period Result (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Food Processing and Trading | 43,564 | 37,498 | (2,960) | (3,391) | | Restaurant Operations | 10,608 | 14,532 | 2,143 | 81 | - All of the Group's revenue and non-current assets are derived from and located in Hong Kong[18](index=18&type=chunk) [Revenue](index=11&type=section&id=5.%20Revenue) Total revenue for the period was HKD 54.172 million, entirely from customer contracts, with sales of food products increasing by 16.2% to HKD 43.534 million and restaurant operations revenue decreasing by 27.0% to HKD 10.608 million, mostly recognized at a point in time Revenue Breakdown (For the Six Months Ended June 30) | Type of Goods or Services | 2024 (HKD Thousands) | 2023 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Sales of Food Products | 43,534 | 37,453 | +16.2% | | Restaurant Operations Revenue | 10,608 | 14,532 | -27.0% | | Revenue from Transportation Services | 30 | 45 | -33.3% | | **Total** | **54,172** | **52,030** | **+4.1%** | [Key Financial Notes](index=13&type=section&id=Key%20Financial%20Notes) The Board does not recommend an interim dividend, basic loss per share narrowed from HKD 0.21 cents to HKD 0.03 cents, trade receivables decreased from HKD 15.922 million to HKD 11.664 million, and there were no significant contingent liabilities or capital commitments at period-end - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[28](index=28&type=chunk) - Basic loss per share was **HKD 0.03 cents**, compared to **HKD 0.21 cents** in the prior period[27](index=27&type=chunk)[29](index=29&type=chunk) - Trade receivables balance decreased from **HKD 15.922 million** at the end of 2023 to **HKD 11.664 million**[30](index=30&type=chunk) - At the end of the reporting period, the Group had no significant contingent liabilities or capital commitments[38](index=38&type=chunk)[39](index=39&type=chunk) [Related Party Transactions](index=18&type=section&id=17.%20Related%20Party%20Transactions) During the period, the Group engaged in transactions with various related parties, including sales of goods to You Xing for HKD 2.787 million, purchases from Guangzhou Geyun and Rong Zhi, property leases from You Ye Property, and total key management personnel compensation of HKD 2.498 million Major Related Party Transactions (For the Six Months Ended June 30) | Related Party | Type of Transaction | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | :--- | | You Xing | Sales of Goods | 2,787 | 4,250 | | Guangzhou Geyun | Purchases of Goods | 240 | 852 | | Rong Zhi | Purchases of Goods | 872 | – | - The Group leased properties from related party You Ye Property, with a corresponding right-of-use asset of **HKD 0.957 million** and lease liabilities of **HKD 2.318 million**[42](index=42&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's discussion and analysis of the Group's business review, financial performance, liquidity, and capital structure for the reporting period [Business Review and Prospects](index=21&type=section&id=Business%20Review%20and%20Prospects) The Group continues to focus on food processing, trading, and catering in Hong Kong, expanding its restaurant market presence through joint ventures Rong Tai Catering and Xin Jing Tai, which are expected to boost future sales and revenue as key ingredient suppliers - The Group participates in Hong Kong's catering and food business through joint ventures Rong Tai Catering (**55%** owned) and Xin Jing Tai (**60%** owned)[45](index=45&type=chunk) - The Group will serve as the primary supplier to the joint venture restaurants, which the directors believe will enhance the Group's future sales and revenue[46](index=46&type=chunk) [Financial Review](index=22&type=section&id=Financial%20Review) In the first half of 2024, the Group's financial performance significantly improved, with revenue growing 4.2% to HKD 54.20 million, gross profit increasing to HKD 24.80 million (45.8% margin), and net loss for the period narrowing from HKD 3.20 million to HKD 0.80 million due to increased revenue and reduced employee benefit expenses - Revenue increased by **4.2%** to **HKD 54.20 million**, with approximately **HKD 43.60 million** from food processing and trading and **HKD 10.60 million** from restaurant operations[47](index=47&type=chunk) - Gross profit was **HKD 24.80 million**, with a gross profit margin of **45.8%**, compared to **HKD 23.70 million** and **45.6%** in the prior period[49](index=49&type=chunk) - Employee benefit expenses decreased from **HKD 13.50 million** to **HKD 12.90 million**, primarily due to a reduction in restaurant employees[50](index=50&type=chunk) - Net loss for the period significantly narrowed from **HKD 3.20 million** in the prior period to approximately **HKD 0.80 million**[52](index=52&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=23&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group maintains a healthy liquidity position with HKD 14.10 million in cash and HKD 14.90 million in net current assets at period-end, while its gearing ratio decreased from 3.1% to 2.6%, indicating reduced financial leverage, with no significant changes to its capital structure since listing - As of June 30, 2024, the Group's net current assets were approximately **HKD 14.90 million**, with bank cash of approximately **HKD 14.10 million**[53](index=53&type=chunk) - The gearing ratio was approximately **2.6%**, a decrease from **3.1%** at the end of 2023[54](index=54&type=chunk) - Leasehold land and buildings with a net book value of approximately **HKD 57.50 million** have been pledged to secure bank facilities[58](index=58&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This section covers other relevant information, including directors' and shareholders' interests, corporate governance practices, and compliance with listing rules [Directors' and Shareholders' Interests](index=24&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) On January 26, 2024, a change in control of the ultimate holding company, Kin King Ventures, triggered a mandatory unconditional cash offer for the Company, resulting in the Offeror and parties acting in concert holding 75% equity through Kin King Ventures, while no share options have been granted under the Company's share option scheme since its adoption - On January 26, 2024, the Company's controlling interest changed, with the Offeror acquiring approximately **76.78%** of the shares in the ultimate holding company, Kin King Ventures[64](index=64&type=chunk) - Immediately following the completion of the transaction, the Offeror and parties acting in concert held **75%** of the Company's issued share capital[65](index=65&type=chunk) - As of June 30, 2024, Kin King Ventures Limited held **1,050,000,000** shares in the Company, representing **75%**[67](index=67&type=chunk) - No share options have been granted since the adoption of the share option scheme in 2017[68](index=68&type=chunk) [Corporate Governance](index=27&type=section&id=Corporate%20Governance) The Company has adopted and complied with the Corporate Governance Code, except for the company secretary not being a full-time employee, and has an Audit Committee comprising three independent non-executive directors who reviewed the interim results announcement, with the controlling shareholder having signed a non-competition undertaking - The Company has complied with the Corporate Governance Code, except for the company secretary not being an employee of the Company, for which an executive director has been appointed as contact person[73](index=73&type=chunk)[74](index=74&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has reviewed this results announcement[75](index=75&type=chunk) - The controlling shareholder has entered into a non-competition undertaking, committing not to compete with the Group's core business[72](index=72&type=chunk)

Financial Performance - The company recorded revenue of approximately HKD 108.4 million for the year ended December 31, 2023, representing an increase of about 16.2% compared to approximately HKD 93.3 million in the same period last year[18]. - Revenue from food processing and trading was approximately HKD 79.1 million, up from HKD 67.2 million in 2022, while restaurant operations generated approximately HKD 29.3 million, compared to HKD 26.1 million in 2022[18]. - The operating loss before tax was approximately HKD 2.5 million, significantly improved from a loss of approximately HKD 14.4 million in the previous year[19]. - The company recorded a net loss of approximately HKD 3.1 million for the year, a significant improvement from a net loss of approximately HKD 13.6 million in the previous year[23]. - The company's distributable reserves as of December 31, 2023, were approximately HKD 49.53 million, a decrease from HKD 50.34 million in 2022[59]. - The group reported a loss for the year ending December 31, 2023, with financial details available in the audited financial statements on pages 51 to 127[57]. Market and Business Strategy - The company plans to continue evaluating potential acquisition targets to strengthen its business amidst changing market conditions[8]. - The company is expanding its market presence in Southeast Asia, targeting a 25% increase in market share within the next two years[44]. - Strategic acquisitions are planned, with a focus on integrating two key competitors to enhance operational efficiency and market reach[44]. - The company has set a future outlook with a revenue guidance of $500 million for the next fiscal year, representing a 10% growth target[44]. - The company acknowledges the ongoing challenges in the Hong Kong economy but remains committed to adapting its strategies to the evolving business environment[8]. Joint Ventures and Partnerships - The joint venture with Rongshi, established on May 24, 2019, allows the company to hold a 55% stake in Rongtai Catering Limited, enhancing its presence in the food and beverage sector in Hong Kong[11]. - The company entered another joint venture agreement on June 2, 2021, with Tianjing Limited, where it holds a 60% stake, aimed at expanding its restaurant operations in Hong Kong[12]. - The company is positioned as the main supplier of food and beverage materials for all restaurants under the joint venture, which is expected to enhance future sales and revenue[13]. Shareholder and Capital Management - The company successfully raised approximately HKD 39.9 million by issuing 350,000,000 shares at HKD 0.2 per share during its IPO on June 30, 2017[11]. - The company has no significant capital commitments or contingent liabilities as of December 31, 2023[31][32]. - There were no major acquisitions or disposals of subsidiaries or associates during the year[34]. - The group has no plans to declare any dividends for the year ending December 31, 2023[58]. Employee and Governance - The group employed 94 staff as of December 31, 2023, an increase from 90 staff in 2022[74]. - The company is committed to providing a safe and healthy work environment, ensuring competitive compensation and benefits for its employees[74]. - The company has a competitive compensation policy to attract and retain talent, with regular reviews based on market conditions and individual performance[76]. - The board of directors consists of eight members, with three being independent non-executive directors, exceeding the GEM listing rule requirement of at least one-third[142]. Environmental and Social Responsibility - The company is committed to reducing environmental impact by selecting fuel-efficient vehicles and adhering to strict food safety policies[191]. - The production facilities have obtained HACCP and GMP certifications to ensure compliance with food safety standards[191]. - The company aims to minimize environmental pollution through regular monitoring of operational data[191]. - The board of directors is dedicated to achieving profit targets while fulfilling social responsibilities[191]. Audit and Compliance - The auditor, Ernst & Young, will be proposed for reappointment at the upcoming annual general meeting[125]. - The audit committee reviewed the annual report, confirming compliance with applicable accounting standards and adequate disclosures[161]. - The independent non-executive directors confirmed that all related transactions were conducted in the ordinary course of business and on normal commercial terms[111]. - The company has adopted corporate governance practices in line with GEM listing rules and has complied with the code provisions throughout the year[126].

Financial Performance - For the year ended December 31, 2023, the total revenue was HKD 108,383,000, representing an increase of 16.2% compared to HKD 93,299,000 in 2022[6] - The operating loss before tax improved to HKD 2,536,000 from HKD 14,406,000, reflecting a significant reduction in losses[6] - The net loss for the year was HKD 3,104,000, a decrease of 77% compared to HKD 13,563,000 in the previous year[6] - Basic and diluted loss per share improved to HKD 0.23 from HKD 0.68, indicating a positive trend in financial performance[6] - The group reported a pre-tax loss of HKD 2,975,000 in 2023, significantly improved from a loss of HKD 14,959,000 in 2022[24] - The net loss for the year narrowed to HKD 3,104,000 in 2023 from HKD 13,563,000 in 2022, indicating a reduction of 77%[24] Revenue Breakdown - Total revenue for the food processing and trading segment increased to HKD 81,327,000 in 2023 from HKD 69,803,000 in 2022, representing a growth of 16.5%[24] - The restaurant segment generated revenue of HKD 29,310,000 in 2023, up from HKD 26,057,000 in 2022, marking an increase of 8.6%[24] - Overall customer contract revenue rose to HKD 108,383,000 in 2023, compared to HKD 93,299,000 in 2022, reflecting a growth of 16.2%[30] Cost and Expenses - The cost of goods sold was HKD 58,262,000, up from HKD 49,461,000, indicating a rise of 17.5%[6] - Employee benefit expenses increased slightly to HKD 27,281,000 from HKD 26,144,000, a rise of 4.4%[6] - The cost of consumed inventory increased to HKD 58,262,000 in 2023 from HKD 49,461,000 in 2022, reflecting a rise of approximately 17.5%[35] Assets and Liabilities - Total non-current assets decreased from HKD 96,981 thousand in 2022 to HKD 84,385 thousand in 2023, a decline of approximately 13%[9] - Current assets increased slightly from HKD 35,163 thousand in 2022 to HKD 36,243 thousand in 2023, an increase of about 3%[9] - Total current liabilities rose from HKD 20,607 thousand in 2022 to HKD 22,457 thousand in 2023, representing an increase of approximately 9%[9] - Non-current liabilities decreased significantly from HKD 21,661 thousand in 2022 to HKD 11,315 thousand in 2023, a reduction of about 48%[11] - The company’s total liabilities decreased from HKD 42,268 thousand in 2022 to HKD 33,772 thousand in 2023, a reduction of approximately 20%[11] - The total assets of the group decreased to HKD 120,628,000 in 2023 from HKD 132,144,000 in 2022, a decline of 8.7%[26] Corporate Governance - The company has adopted the corporate governance code as per GEM listing rules and has complied with the relevant provisions as of December 31, 2023[78] - The audit committee, consisting of three independent non-executive directors, has reviewed the financial statements and confirmed compliance with applicable accounting standards[83] - The company has maintained a high standard of corporate governance, ensuring the best interests of shareholders are upheld[78] - The roles of the chairman and CEO are clearly separated to ensure a balance of power within the company[81] - The company secretary has been appointed to ensure compliance with corporate governance standards and facilitate communication[79] Future Plans and Strategies - The company is focused on improving operational efficiency and reducing losses in the upcoming fiscal year[6] - The group plans to maintain relationships with existing customers and expand its customer base to more restaurants and hotels[56] - The group aims to enhance logistics capabilities and redesign logistics routes and arrangements[56] - The group has entered into a joint venture agreement to establish a restaurant in Hong Kong, with an initial funding of HKD 3 million[50] - The group will act as the main supplier for all food and beverage materials for the joint venture's restaurants, which is expected to boost future sales and revenue[52]