董事會主席兼行政總裁 香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因依賴 該等內容而引致的任何損失承擔任何責任。 New Amante Group Limited 新愛德集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8412） 董事會會議通告 新愛德集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣布，將於 2025 年 1 月 23 日（星期四）召開董事會會議，藉以（其中包括）考慮及批准本公司及其附屬公司截至 2024 年 11 月 30 日止六個月止的未經審核綜合財務業績及其刊發，以及考慮中期股息的建議 （如有）。 承董事會命 新愛德集團有限公司 劉惠婧 香港，2025 年 1 月 9 日 於本公告日，執行董事為劉惠婧女士；獨立非執行董事為龐振宇先生、陳晓鋒博士及許維雄先生。 本公告乃根據 GEM 上市規則而刊載，旨在提供有關本公司的資料。董事願就本公告的資料共同及個別 地承擔全部責任。董事作出一切合理查詢後，確認就彼等所知及所信，本公告所載資料在各 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因依賴 該等內容而引致的任何損失承擔任何責任。 New Amante Group Limited 新愛德集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8412） 獨立非執行董事之變更 及 董事名單與彼等角色及職能 獨立非執行董事辭任 新愛德集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會 （「董事會」）謹此宣布蔣喬蔚先生已辭任本公司獨立非執行董事的職務，自 2024 年 11 月 21 日起生效。蔣先生辭任後將不再擔任本公司的提名委員會（「提名委員會」）主席及成員、 本公司的薪酬委員會（「薪酬委員會」）及本公司的審核委員會（「審核委員會」）成員。 蔣先生聲稱其辭職乃由於本公司尚欠其董事袍金。本公司正尋求法律意見以妥善處理其申 索。 除於本公告中所披露外，董事會並無收到蔣先生與董事會有任何分歧的意見，且並無與其辭 任有關的任何事項需提請聯交所及本公司股東（「股東」）垂注。 董事會謹藉此機會對蔣先生於任 ...

Business Performance - The Group faced significant pressure on its business due to a decline in customers' spending power and a surge in northbound consumption in the latter half of 2023[9]. - The overall business environment is expected to become more challenging in the forthcoming year due to uncertainties in Hong Kong's economy and the impact on consumption and tourism[12]. - The Group's revenue for the Reporting Period was approximately HK$89,245,000, representing an increase of approximately 14.4% compared to HK$77,981,000 for the Corresponding Period[16]. - The Group recorded a total comprehensive loss of approximately HK$17,321,000 for the Reporting Period, compared to a profit of approximately HK$5,880,000 for the Corresponding Period[17]. - The increase in operating expenses, including marketing and staff costs, was a significant factor contributing to the loss, outweighing revenue growth[18]. - The revenue generated from the operation of club and entertainment business increased by approximately HK$11,264,000, or approximately 14.4%[28]. - The increase in revenue was primarily due to the relaxation of business hours on a full-year basis during the Reporting Period compared to the Corresponding Period[29]. - The Group's financial performance was impacted by increased property rental and related expenses, including the opening of Wanchai Amante Shop[17]. Operational Changes - A new cigar shop was launched in Wanchai to expand the Group's principal business, alongside two existing lounges: LKF Lounge and Amante House[11]. - The sports-themed bar, Paper Street, ceased operations in March 2024 due to non-renewal of lease[22]. - The nightclub "FAYE" ceased operations on 4 August 2024 due to lease expiration, with the company seeking new venues for its club and restaurant businesses[56]. - The sports-themed bar Paper Street and nightclub Faye closed in March and August 2024, respectively, due to non-renewal of leases, indicating a strategic shift in venue management[66]. Financial Position and Liquidity - As of May 31, 2024, the Group's total cash and bank balances were approximately HK$1,816,000, down from approximately HK$10,589,000 in 2023[40]. - The current ratio decreased to 0.68 from 0.81, primarily due to purchases of property, plant, and equipment for the opening of Wanchai Amante Shop and repayment of lease liabilities[40]. - The Group reported a net loss and significant liabilities primarily due to high administrative expenses, including advertising and marketing costs, and property rental expenses[44]. - The Group entered into a loan facility agreement for HK$30,000,000 for 24 months to support liquidity needs[45]. - An independent third-party lender agreed not to request repayment of outstanding amounts totaling approximately HK$5,652,000 until November 30, 2025[45]. - The management is confident that the Group will have sufficient liquidity to finance operations for the next 18 months, resolving going concern issues[46]. - The rights issue raised approximately HK$12,000,000 (gross proceeds: approximately HK$12,500,000) to support the operation of the new lounge in Lan Kwai Fong[50]. - The placing of new shares raised funds for setting up Amante House and general working capital, with up to 11,985,600 shares placed at HK$0.50 each[50]. Corporate Governance - The company emphasizes high standards of corporate governance, focusing on transparency, independence, accountability, responsibilities, and fairness[80]. - The Board has complied with the CG Code throughout the reporting period, except for the deviation regarding the separation of the roles of Chairman and CEO[81]. - The Board will continue to review its operations to potentially separate the roles of Chairman and CEO in the future to enhance corporate governance independence[82]. - The Board is responsible for formulating strategies, monitoring performance, and managing risks, with three committees assisting in these functions[88]. - The Company believes all INEDs meet the independence guidelines as set out in the GEM Listing Rules[99]. - The Board consists of 4 male directors and 2 female directors, reflecting a commitment to diversity[104]. Employee and Remuneration Policies - The Group employed 149 employees as of May 31, 2024, up from 88 employees in 2023, with a gender ratio of approximately 59.7% male and 40.3% female[64]. - Employee benefit expenses for the Reporting Period amounted to approximately HK$20,809,000, an increase from approximately HK$16,569,000 in 2023, reflecting a growth of about 25.5%[64]. - The Group's remuneration policy aims to attract, retain, and motivate employees through competitive compensation packages, including basic salary and incentive bonuses[106]. - The Group will invest in training, retention, and recruitment programs to enhance staff development and performance evaluation[108]. Environmental, Social, and Governance (ESG) Initiatives - The Board is responsible for the Company's ESG strategy and reporting, ensuring effective management of ESG-related risks[160]. - The ESG Report outlines the Company's commitment to sustainable business operations and compliance with relevant legal standards[161]. - The Group aims to reduce GHG emissions intensity (Scope 1, 2, and 3) by 5% by the year 2028, with the status currently marked as in progress[191]. - The Group's total GHG emissions for the Reporting Period were 152.9 tonnes of CO2e, an increase from 102.2 tonnes in 2023, representing a 49.5% rise[189]. - The Group actively engages with stakeholders to understand their expectations and improve business practices[175]. Risk Management and Internal Controls - The Group's internal control and risk management systems were reviewed and deemed effective and adequate by the Board and Audit Committee[122]. - The internal control review covered material controls, including financial, operational, and compliance controls, and risk management functions[121]. - The improvement of risk management and internal control systems is an ongoing process, with a commitment from the Board to strengthen these areas[124]. - The Audit Committee oversees the internal control system and reports any material issues to the Board[115].

Financial Performance - The Group reported its annual results for the financial year ended May 31, 2024, amidst ongoing challenges in the bars and restaurants sector [9]. - The Group's revenue for the Reporting Period was approximately HK$89,245,000, representing an increase of approximately 14.4% compared to HK$77,981,000 for the Corresponding Period [16]. - The Group recorded a total comprehensive loss of approximately HK$17,321,000 for the Reporting Period, compared to a profit of approximately HK$5,880,000 for the Corresponding Period [17]. - Revenue from the club and entertainment business increased by approximately HK$11,264,000, or approximately 14.4%, from the previous year [22]. - Revenue from club and entertainment operations increased by approximately HK$11,264,000, or approximately 14.4%, from HK$77,981,000 in the Corresponding Period to HK$89,245,000 in the Reporting Period [28]. - The overall economic rebound in Hong Kong was short-lived, with a shift in tourist spending patterns exerting pressure on the Group's business [65]. - The net loss for the Reporting Period was primarily due to high administration expenses, property rental costs, and write-offs of long-aging receivables [127]. - As of May 31, 2024, total cash and bank balances were approximately HK$1,816,000, down from approximately HK$10,589,000 in 2023, with a current ratio of 0.68 compared to 0.81 in 2023 [40]. Operational Challenges - The introduction of new consumption vouchers by the Hong Kong Government in April and July 2023 aimed to stimulate the economy but did not significantly alleviate sector difficulties [9]. - There was a notable surge in northbound consumption in the latter half of 2023, impacting the Group's business due to a general decline in customers' spending power [9]. - The sports-themed bar, Paper Street, ceased operations in March 2024 due to non-renewal of lease [22]. - The nightclub "FAYE" ceased operations on August 4, 2024, due to lease expiration, and the Company is seeking new venues for its business expansion [56]. - The Group plans to expand its outlet network by establishing more lounges and restaurants in Hong Kong, facing risks such as location identification and securing leases [58]. - The Group plans to expand its network by opening more VIP rooms and restaurants in Hong Kong, facing significant risks such as location selection and recruitment challenges [59]. Cost Management - The increase in operating expenses, including marketing and staff costs, was a significant factor in the loss, outweighing revenue growth [17]. - Advertising and marketing expenses increased by approximately HK$4,546,000, or approximately 45.0%, from HK$10,104,000 for the Corresponding Period to HK$14,650,000 for the Reporting Period [34]. - Employee benefits expenses increased by approximately HK$4,240,000, or approximately 25.6%, from HK$16,569,000 for the Corresponding Period to HK$20,809,000 for the Reporting Period [36]. - Total depreciation increased by approximately HK$7,424,000, or approximately 60.1%, from HK$12,350,000 for the Corresponding Period to HK$19,774,000 for the Reporting Period [37]. - Other expenses increased by approximately HK$4,552,000, or approximately 28.9%, from approximately HK$15,771,000 to approximately HK$20,323,000 due to the closure of "Paper Street" and the opening of Wanchai Amante Shop [40]. Liquidity and Financing - The Group entered into a loan facility agreement for HK$30,000,000 for 24 months to support liquidity needs [45]. - An independent third party lender and ex-shareholder agreed not to request repayment of outstanding amounts of approximately HK$3,089,000 and HK$2,563,000 until November 30, 2025 [45]. - The management is confident that the Group will have sufficient liquidity to finance operations for the next 18 months [46]. - As of May 31, 2024, the Group's net current liabilities and net liabilities were approximately HK$15,248,000 and HK$972,000, respectively, indicating material uncertainty about the Group's ability to continue as a going concern [126]. Corporate Governance - The Company has complied with the CG Code throughout the Reporting Period, except for the deviation regarding the separation of the roles of Chairman and CEO, which is currently held by Mr. Wong Chi Yung [81]. - The Board will continue to review its operations and aims to separate the roles of Chairman and CEO when appropriate to enhance corporate governance independence [82]. - The Board emphasizes transparency, independence, accountability, responsibilities, and fairness to protect shareholders' interests and enhance long-term value [80]. - The Company aims to maximize long-term shareholder value while balancing broader stakeholder interests [95]. - The Board comprises 4 male directors and 2 female directors, reflecting a commitment to diversity [104]. Environmental, Social, and Governance (ESG) Initiatives - The Group emphasizes corporate social responsibility as a core value for sustainable development, balancing business needs with environmental stewardship [159]. - The Board oversees the Group's ESG strategy and risk management, ensuring alignment with sustainability initiatives [163]. - No material breaches of environmental laws or regulations were reported during the reporting period, indicating compliance with applicable standards [162]. - The Group conducts annual materiality assessments to understand stakeholder expectations and prioritize ESG issues [164]. - The Group's total GHG emissions for the reporting period were 152.9 tonnes of CO2e, an increase from 102.2 tonnes in the previous year, representing a 49.5% rise [189]. - The Group aims to reduce GHG emissions intensity by 5% by the year 2028 across all scopes [191]. - The Group promotes energy-saving measures, including encouraging employees to switch equipment to energy-saving mode and turning off lights when not in use [199]. Employee Management - The Group employed 149 employees as of May 31, 2024, compared to 88 employees in 2023, reflecting a significant increase in workforce [64]. - The Group will invest in training, retention, and recruitment programs to encourage self-development among staff [108]. - Employee remuneration packages are reviewed annually and are based on individual performance and market compensation [107]. - The Group aims for continuous improvement in managerial staff performance through monitoring and evaluation [108].

Financial Performance - The Group's revenue for the Reporting Period was approximately HK$54,125,000, representing an increase of approximately 105.1% compared to the Corresponding Period[14]. - The Group recorded a profit for the Reporting Period of approximately HK$463,000, while there was a loss of approximately HK$3,649,000 for the Corresponding Period[14]. - The Group's performance reflects strong growth in revenue, indicating effective market strategies[14]. - Revenue for the three months ended November 30, 2023, was HK$32,164,000, representing a 100.5% increase from HK$16,079,000 in the same period of 2022[23]. - For the six months ended November 30, 2023, revenue reached HK$54,125,000, up 104.5% from HK$26,396,000 in the prior year[23]. - Profit before income tax expense for the three months ended November 30, 2023, was HK$2,721,000, compared to a loss of HK$1,353,000 in the same period last year[23]. - The total comprehensive income for the period was HK$568,000, a recovery from a loss of HK$3,704,000 in the previous year[28]. - The profit and total comprehensive income for the Reporting Period was approximately HK$463,000 compared to a loss of approximately HK$3,649,000 for the Corresponding Period[133]. Dividends and Share Capital - The Board did not recommend payment of any dividend for the Reporting Period[14]. - No dividends were paid, declared, or proposed during the reporting period and the corresponding period[63]. - The company's share capital increased to HK$20,375,000 as of November 30, 2023, from HK$17,978,000 as of May 31, 2023[26]. - The authorized share capital of the company as of November 30, 2023, was HK$100,000,000, with 101,877,600 shares issued and fully paid up[176]. - The issued and fully paid shares increased from 89,892,000 to 101,877,600 shares following the placement of 11,985,600 new ordinary shares at a price of HK$0.50 per share[99]. Cash Flow and Assets - The company reported a net cash used in operating activities of HK$9,591,000 for the six months ended 30 November 2023, compared to HK$1,173,000 for the same period in 2022, indicating a significant increase in cash outflow[31]. - The balance of cash and cash equivalents at the end of the period was HK$2,880,000, compared to HK$2,448,000 at the end of the same period in 2022[31]. - The Group's cash and cash equivalents decreased to HK$2,880,000 as of November 30, 2023, from HK$10,589,000 as of May 31, 2023[86]. - Total assets less current liabilities as of November 30, 2023, were HK$21,020,000, an increase from HK$18,211,000 as of May 31, 2023[26]. - Net assets as of November 30, 2023, were HK$16,811,000, up from HK$10,470,000 as of May 31, 2023[26]. Expenses and Liabilities - Employee benefits expenses increased by approximately HK$4,506,000, or approximately 61.0%, from approximately HK$7,384,000 for the Corresponding Period to approximately HK$11,890,000 for the Reporting Period[122]. - Finance costs for the three months ended 30 November 2023 were HK$510,000, compared to HK$67,000 in the same period of 2022, reflecting a substantial increase of 661.2%[56]. - The Group's total trade and other payables increased to HK$28,822,000 as of November 30, 2023, compared to HK$16,659,000 as of May 31, 2023, representing an increase of approximately 73%[90]. - The accumulated loss as of 30 November 2023 was HK$125,940,000, a slight improvement from HK$126,508,000 at the beginning of the period[28]. Operational Overview - The Group's principal activities are focused on club and entertainment business, with all non-current assets located in Hong Kong[48]. - The Group operated 1 night-club, 1 sports-themed bar, and 2 lounges as of August 31, 2023, diversifying its offerings in the entertainment market[103]. - The Group's management has identified its operating segments based on internal financial information reported to executive directors for resource allocation and performance review[47]. - The Group plans to expand its outlet network by establishing more clubs, bars, and restaurants in Hong Kong, facing various operational risks[164]. - The Group's operations are primarily focused on the club and entertainment business in Hong Kong, indicating a strategic focus on this sector[102]. Risks and Future Plans - The Group's management plans to enhance operational efficiency and implement stringent cost control measures to maintain a competitive edge in the market[135]. - The company faces risks related to fluctuations in the commercial real estate market due to leasing all properties for its outlets[168]. - Expansion plans may impose significant pressure on management, operational, and financial resources, affecting overall profitability[169]. - The company will closely monitor the expansion plan's progress to ensure profitability in the expanded network[170]. Share Issues and Capital Management - The company raised HK$5,878,000 through the placing of ordinary shares during the reporting period, slightly up from HK$5,873,000 in the same period last year[31]. - The net proceeds from the Rights Issue amounted to approximately HK$12,000,000, with gross proceeds of approximately HK$12,500,000[183]. - Utilisation of the net proceeds includes HK$4.0 million for renovation and other costs for setting up a lounge, HK$1.8 million for rent payment, and HK$6.2 million for general working capital[184]. - The share premium reduction was implemented to offset the accumulated losses of the Company[192].

Financial Performance - The Group's revenue for the Reporting Period was approximately HK$54,125,000, representing an increase of approximately 105.1% compared to the Corresponding Period[18]. - The Group recorded a profit for the Reporting Period of approximately HK$463,000, while there was a loss of approximately HK$3,649,000 for the Corresponding Period[18]. - Revenue for the three months ended November 30, 2023, was HK$32,164,000, representing a 100.5% increase compared to HK$16,079,000 for the same period in 2022[27]. - For the six months ended November 30, 2023, revenue reached HK$54,125,000, up 104.5% from HK$26,396,000 in the prior year[27]. - The company reported a profit attributable to owners of the Company of HK$3,174,000 for the three months ended November 30, 2023, compared to a loss of HK$1,018,000 in the previous year[27]. - The total comprehensive income for the period was HK$568,000, a recovery from a loss of HK$3,704,000 in the previous year[32]. - For the six months ended 30 November 2023, the profit attributable to owners of the Company was HK$568,000, a significant improvement from a loss of HK$3,704,000 in the same period of 2022[71]. Dividends and Share Capital - The Board did not recommend payment of any dividend for the Reporting Period[18]. - The Group has not paid, declared, or proposed any dividends during the reporting period and the corresponding period[67]. - The authorized share capital of the company as of November 30, 2023, was HK$100,000,000, with 101,877,600 shares issued and fully paid[180]. - The issued and fully paid ordinary shares increased from 89,892,000 to 101,877,600 shares following the placement of 11,985,600 new ordinary shares[103]. Cash Flow and Liquidity - The company reported a net cash used in operating activities of HK$9,591,000 for the six months ended 30 November 2023, compared to HK$1,173,000 for the same period in 2022, indicating a significant increase in cash outflow[35]. - The balance of cash and cash equivalents at the end of the period was HK$2,880,000, a decrease from HK$2,448,000 at the end of the same period in 2022[35]. - As of November 30, 2023, the Group's total cash and bank balances were approximately HK$2,880,000, down from approximately HK$10,589,000 as of May 31, 2023[144]. - The current ratios were approximately 0.88 times and 0.81 times as of November 30, 2023, and May 31, 2023, respectively[144]. Assets and Liabilities - Total assets less current liabilities increased to HK$21,020,000 as of November 30, 2023, from HK$18,211,000 as of May 31, 2023[30]. - Net assets rose to HK$16,811,000 as of November 30, 2023, compared to HK$10,470,000 as of May 31, 2023[30]. - Current liabilities increased to HK$52,613,000 as of November 30, 2023, compared to HK$37,152,000 as of May 31, 2023[28]. - The Group's total trade and other payables increased to HK$28,822,000 as of 30 November 2023, compared to HK$16,659,000 as of 31 May 2023[94]. Operational Highlights - The Group's principal activities are focused on club and entertainment business operations, with all non-current assets located in Hong Kong[52]. - The Group operated 1 night-club, 1 sports-themed bar, and 2 lounges as of 31 August 2023, covering different segments of the entertainment market[107]. - The Group's revenue from club and entertainment operations increased by approximately HK$27,729,000, or approximately 105.1%, from approximately HK$26,396,000 for the corresponding period to approximately HK$54,125,000 for the reporting period[116]. Expenses and Costs - Cost of inventories sold increased by approximately HK$11,612,000, or approximately 190.0%, from approximately HK$6,100,000 for the Corresponding Period to approximately HK$17,712,000 for the Reporting Period[119]. - Employee benefits expenses increased by approximately HK$4,506,000, or approximately 61.0%, from approximately HK$7,384,000 for the Corresponding Period to approximately HK$11,890,000 for the Reporting Period[126]. - Total depreciation increased by approximately HK$3,132,000, or approximately 56.1%, from approximately HK$5,582,000 for the Corresponding Period to approximately HK$8,714,000 for the Reporting Period[130]. Future Plans and Risks - The management plans to allocate dedicated resources to revenue-generating operations to maintain a competitive edge and enhance diversification[138]. - The Group plans to expand its outlet network by establishing more clubs, bars, and restaurants in Hong Kong, facing various operational risks[168]. - The company faces risks related to fluctuations in the commercial real estate market due to leasing all properties for its outlets[172]. - Expansion plans may impose significant pressure on management, operational, and financial resources, affecting overall profitability[169]. Compliance and Governance - The report complies with the GEM Listing Rules and aims to provide relevant information about the Company[10]. - The Directors confirm that the information contained in the report is accurate and complete in all material respects[10]. - The company has not adopted any new HKFRSs that are relevant and issued but not yet effective for the preparation of these financial statements[46].

Financial Performance - The Group's revenue for the Reporting Period was approximately HK$21,961,000, representing an increase of approximately 112.9% compared to the Corresponding Period[14] - The Group recorded a loss and total comprehensive expense for the Reporting Period of approximately HK$2,258,000, compared to a loss of approximately HK$2,556,000 for the Corresponding Period[14] - Revenue for the three months ended August 31, 2023, was HK$21,961,000, a significant increase of 113.8% compared to HK$10,316,000 in the same period of 2022[26] - Loss before income tax expenses for the period was HK$2,258,000, slightly improved from a loss of HK$2,556,000 in the previous year[26] - Loss attributable to owners of the Company was HK$2,606,000, compared to a loss of HK$2,946,000 in the same period last year, indicating a reduction of 11.5%[27] - Basic and diluted loss per share attributable to owners of the Company was HK$2.63, an improvement from HK$4.85 in the previous year[26] - Total comprehensive loss for the period was HK$2,258,000, which is a decrease from HK$2,556,000 in the prior year[26] - The balance of accumulated losses as of August 31, 2023, was HK$129,114,000, compared to HK$133,103,000 as of August 31, 2022[27] Dividend Policy - The Board did not recommend payment of any dividend for the Reporting Period[15] - No dividends were paid, declared, or proposed by the Company during the reporting period and the corresponding period[56] - No dividends have been paid or declared by the Company for the Reporting Period and Corresponding Period[109] Revenue Sources - Revenue from tobacco, food, and beverage sales was HK$15,338,000, up from HK$9,856,000, while entertainment income was HK$195,000, and event income increased to HK$6,061,000 from HK$256,000[48] - Revenue from the club and entertainment business increased by approximately HK$11,645,000, or approximately 112.9%, from approximately HK$10,316,000 for the Corresponding Period to approximately HK$21,961,000 for the Reporting Period[74] Operational Highlights - The Group operated 1 night-club, 1 sports-themed bar, and 2 lounges as of August 31, 2023, diversifying its offerings in the club and entertainment market[64] - The Group's customer base is diversified, with no individual customer accounting for more than 10% of total revenue during the reporting period[43] - The Group's principal activities remain focused on the operations of club and entertainment business in Hong Kong[63] - The increase in revenue was mainly due to the relaxing of business hours of the outlets during the Reporting Period after the pandemic[74] - The removal of social distancing measures and lifting of cross-border travel restrictions in Hong Kong contributed to improved operational performance during the Reporting Period[93] Financial Management - The Company raised HK$5,878,000 through the placing of shares during the period[27] - The Group is committed to stringent financial planning and resource allocation to maintain a competitive edge and enhance diversification in response to future challenges[98] - The management will regularly review operational efficiency and impose stringent cost control measures to mitigate risks associated with market fluctuations[99] Shareholder Information - As of August 31, 2023, Ms. Liu Huijing holds 4,265,250 shares, representing 4.19% of the company's total shareholding[138] - Mr. Wang Ning is the largest shareholder with 17,401,761 shares, accounting for 17.08% of the total[143] - Mr. Yuan Lin personally holds 11,643,250 shares and has deemed interest in an additional 12,275,000 shares through his controlled entities[150] - Mr. Ho Chin Nang is deemed to have interest in 6,920,000 shares held by his wholly owned company[150] Corporate Governance - The Company has complied with the Corporate Governance Code except for the deviation where the roles of Chairman and CEO are held by the same individual, Mr. Wong Chi Yung[153] - The Board believes the current structure does not impair the balance of power and authority between the Board and management[154] - The Company aims to increase the independence of corporate governance by potentially separating the roles of Chairman and CEO in the future[154] - Information on corporate governance practices is detailed in the Corporate Governance Report in the 2023 Annual Report[158] Capital Management - The company raised approximately HK$12,000,000 in net proceeds from a rights issue, with gross proceeds of approximately HK$12,500,000[118] - The net proceeds from the rights issue were allocated as follows: HK$4.0 million for renovation costs, HK$1.8 million for rent payments, and HK$6.2 million for general working capital[119] - A placing agreement was entered into on May 17, 2023, to raise funds for setting up the Wan Chai lounge, with up to 11,985,600 shares placed at HK$0.50 each[121] - The net proceeds from the placing were approximately HK$5,800,000, fully utilized for setting up the Amante House and inventory purchases[122] - A capital reorganization was proposed on July 26, 2023, involving a reduction of the par value of each issued share from HK$0.20 to HK$0.01[126] - The extraordinary general meeting to approve the capital reorganization was held on September 12, 2023[127] Audit and Compliance - The audit committee reviewed the financial statements and confirmed compliance with applicable accounting standards and legal requirements[160] - The unaudited condensed consolidated financial statements for the Reporting Period were approved on 12 October 2023[161] - The Company considers quarterly updates sufficient for the Board to fulfill their responsibilities, given no material changes in business operations noted between months[157] Market Conditions - The Group plans to expand its outlet network by establishing more clubs, bars, and restaurants in Hong Kong, despite facing significant competition in the food and beverage and entertainment industry[103] - Purchases from the largest supplier accounted for approximately 50.6% of total purchases in the Reporting Period, down from 52.5% in the Corresponding Period, highlighting dependency on a single supplier[108] - The largest supplier accounted for approximately 50.6% of total purchases during the reporting period, down from 52.5% in the previous year[110]

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的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 New Amante Group Limited 新愛德集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8412） 截至2023年8月31日止三個月 季度業績公告 新愛德集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會（「董事會」） 宣佈本集團截至2023年8月31日止三個月（「第一季度」）之未經審核簡明綜合財務報表。本公告 載列本公司2023年第一季度報告全文，並符合香港聯合交易所有限公司（「聯交所」）GEM證券 上市規則（「GEM上市規則」）有關第一季度業績初步公告附載的資料規定。 承董事會命 新愛德集團有限公司 董事會主席兼行政總裁 王志勇 香港，2023年10月12日 於本公告日，執行董事為王志勇先生、劉惠婧女士及雷樂欣女士；獨立非執行董事為龐振宇先 生、許維雄先生及蔣喬蔚先生。 本公告乃根據GEM上市規則而刊載，旨在提供有關本公司的資料。董事願就本公告的資料 ...

Financial Performance - The Group's revenue increased by approximately 55.2% from approximately HK$50,257,000 for the Corresponding Period to approximately HK$77,981,000 for the Reporting Period[18]. - The Group recorded a net profit of approximately HK$5,880,000 for the Reporting Period, compared to a net loss of approximately HK$7,942,000 for the Corresponding Period[18]. - The Group's revenue for the Reporting Period was approximately HK$77,981,000, representing an increase of approximately 55.2% compared to HK$50,257,000 for the Corresponding Period[31][34][49]. - The Group recorded a profit and total comprehensive income of approximately HK$5,880,000, a turnaround from a loss of approximately HK$7,942,000 in the Corresponding Period[32][34]. - The increase in revenue was primarily driven by strong sales in the 4th quarter due to the relaxation of pandemic restrictions, including the lifting of cross-border travel restrictions[32][34]. - Profit before income tax recorded at approximately HK$6,239,000 compared to a loss of approximately HK$9,734,000 for the same period last year[63]. - Profit and total comprehensive income for the Reporting Period was approximately HK$5,880,000 compared to a loss of approximately HK$7,942,000 for the same period last year[70]. Business Operations - Strong sales in the 4th quarter were attributed to the relaxation of pandemic restrictions, including the lifting of cross-border travel restrictions and mask-wearing requirements[18]. - The Group launched a new cigar lounge in Lan Kwai Fong during the Reporting Period, expanding its product mix offered to customers[19]. - The Group operates a night club (Faye), a sports-themed bar (Paper Street), and two lounges (LKF Lounge and Amante House)[23]. - The product mix offered to customers was increased with the opening of a cigar lounge at Lan Kwai Fong during the Reporting Period[32][34]. - The Group's operations were significantly impacted by the social distancing restrictions imposed by the Hong Kong government in 2022, leading to the termination of some operations[40][43]. - The Group has launched new cigar lounges in Lan Kwai Fong and Wan Chai, diversifying its business offerings[130]. Financial Management - The Group did not recommend any dividend payment for the Reporting Period, consistent with the previous year[33][35]. - As of May 31, 2023, total cash and bank balances were approximately HK$10,589,000, up from approximately HK$1,578,000 in 2022[72]. - The gearing ratio was 90.0% as of May 31, 2023, compared to zero in 2022, reflecting the completion of placing and rights issue[72]. - The company raised approximately HK$5,800,000 in net proceeds from the placing of up to 199,760,000 ordinary shares at a price of HK$0.03 per share, completed on 8 June 2022[78][81]. - A rights issue raised approximately HK$12,000,000 in net proceeds from the issuance of 29,964,000 ordinary shares at a price of HK$0.42 per share, completed on 27 February 2023[92][87]. - The allocation of the net proceeds from the rights issue includes HK$4.0 million for renovation costs of the new lounge at Lan Kwai Fong, HK$1.8 million for rent payments, and HK$6.2 million for general working capital[93]. - The gross proceeds from the rights issue were approximately HK$12,500,000, with HK$10.8 million already utilized as of the report date[92]. - The company completed a placing of up to 11,985,600 shares at a price of HK$0.50 per share, raising approximately HK$5,800,000 net proceeds, which have been fully utilized for various purposes including HK$1,000,000 for setting up Amante House and HK$4,000,000 for inventory purchasing[95][98][99]. Employee and Operational Costs - Employee benefits expenses increased by approximately HK$3,406,000 or 25.9% to approximately HK$16,569,000 due to relaxed business hour restrictions[60]. - Employee benefit expenses for the Reporting Period amounted to approximately HK$16,569,000, compared to approximately HK$13,163,000 in 2022, reflecting an increase of about 25.5%[128]. - Advertising and marketing expenses rose by approximately HK$1,510,000 or 17.6% to approximately HK$10,104,000 due to increased business hours[55]. - Total depreciation increased by approximately HK$1,781,000 or 16.9% to approximately HK$12,350,000[61]. Corporate Governance - The company emphasizes high standards of corporate governance, focusing on transparency, independence, accountability, responsibilities, and fairness[156]. - The Board has three committees: audit committee, remuneration committee, and nomination committee, to assist in supervising senior management functions[165]. - The company has complied with the Corporate Governance Code except for the deviation regarding the roles of Chairman and CEO being held by the same individual[158]. - The Board of Directors consists of six members, including three Independent Non-Executive Directors (INEDs) and three Executive Directors[170]. - The Company has established measurable objectives to implement the Board Diversity Policy and will review these objectives periodically[195]. - The Remuneration Committee oversees the remuneration policy for all Directors and senior management, ensuring no Director participates in deciding their own remuneration[198]. - The Board is responsible for developing and reviewing corporate governance policies and practices[192]. Future Plans and Risks - The management is confident that the Group's financial performance will continue to improve as cross-border economic activities resume[24][26]. - The company plans to expand its outlet network by establishing more bars and restaurants in Hong Kong, facing risks such as securing suitable locations and managing operational costs[105][106]. - The management plans to allocate dedicated resources to revenue-generating operations to maintain a competitive edge and enhance diversification[131]. - Purchases from the largest supplier accounted for approximately 30.3% and 38.2% of total purchases in the corresponding period and reporting period, respectively, posing a risk if supply is interrupted[109][106].

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的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 New Amante Group Limited 新愛德集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8412） 截至2023年5月31日止年度 年度業績公告 新愛德集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」）會（「董事會」） 宣布本集團截至2023年5月31日止年度之經審核業績。本公告載列本公司2023年年度報告全 文，並符合香港聯合交易所有限公司（「聯交所」）GEM證券上市規則（「GEM上市規則」）有關 年度業績初步公告附載的資料規定。本公司2023年年度報告的印刷版本將會於適當時候寄發 予本公司的股東，並可於2023年9月7日或之前於聯交所網站www.hkexnews.hk及本公司網站 www.new-amante.com閱覽。 承董事會命 新愛德集團有限公司 董事會主席兼行政總裁 王志勇 香港，2023年8月31日 於本公告日，執行董事為王志勇先生、劉惠婧 ...