Financial Performance - The Group's revenue for the nine months ended February 28, 2023, was approximately HK$44.7 million, representing an increase of approximately 2.1% compared to the corresponding period in 2022[15]. - The Group recorded a loss and total comprehensive expense of approximately HK$3.3 million for the nine months ended February 28, 2023, compared to a loss of HK$7.4 million in 2022[15]. - The Group's financial performance indicates a significant reduction in losses year-over-year, improving by approximately 55.4%[15]. - Revenue for the nine months ended February 28, 2023, increased to HK$44,735,000, up from HK$43,820,000 in the same period last year, representing a growth of 2.1%[26]. - The company reported a loss of HK$3,274,000 for the nine months ended February 28, 2023, compared to a loss of HK$7,409,000 in the previous year, indicating an improvement of 55.8%[26]. - Basic and diluted earnings per share for the nine months ended February 28, 2023, were HK$-5.40, an improvement from HK$-15.25 in the same period last year[26]. - Total comprehensive income attributable to owners of the company for the nine months ended February 28, 2023, was HK$-3,316,000, compared to HK$-7,812,000 in the previous year, reflecting a reduction of 57.5%[28]. Dividends - The Board does not recommend the payment of any dividend for the nine months ended February 28, 2023, consistent with the previous year[16]. - No dividends were paid, declared, or proposed by the Company during the nine months ended February 28, 2023, and 2022[70]. - The company did not declare or pay any dividends during the nine-month period ending February 28, 2023[135]. Operational Focus and Strategy - The Group continues to focus on strategic initiatives to enhance operational efficiency and market presence[15]. - The management discussion highlights ongoing efforts in product development and market expansion strategies[15]. - The Group has been engaged in the operation of clubhouse, entertainment, and restaurant businesses in Hong Kong, indicating a focus on market expansion in these sectors[31]. - The Group plans to open a high-ended cigar and alcohol lounge in Lan Kwai Fong, Central, expected to launch in May 2023[118]. - The Group has entered into a lease for a flagship cigar lounge and headquarters in Wanchai, aligning with its strategic expansion plans[118]. - The Group plans to expand its business model to more lifestyle-oriented clubs, bars, restaurants, and experience stores targeting individuals seeking quality and enjoyment of life[119]. - The Group aims to establish more clubs, bars, and restaurants in Hong Kong, facing risks such as competition in the food and beverage industry and the need for suitable locations[124]. Financial Position and Liquidity - The Group's financial position remains stable, with no significant changes in liabilities reported[15]. - The Group reported net current liabilities of approximately HK$10.5 million and net assets of HK$1.4 million as of February 28, 2023[40]. - The Group has revolving loan facilities of HK$25 million from a former shareholder and HK$20 million from an independent third party to support liquidity needs[40]. - A loan facility agreement was entered into in August 2022 for HK$40 million for 18 months, exclusively available upon request by the Company[48]. - The Directors are confident in the Group's ability to meet financial obligations based on future cash flow estimates[45]. - The Group's substantial lease liabilities expose it to risks from fluctuations in the commercial real estate market, which could impact operations and financial resources[128]. - The Group's expansion plans may place substantial strain on its managerial, operational, and financial resources, affecting overall profitability[124]. Cost Management - The Group has been implementing cost control measures to improve liquidity in response to the ongoing impact of the COVID-19 pandemic[83][86]. - Advertising and marketing expenses increased to HK$6,717,000 for the nine months ended February 28, 2023, down from HK$7,486,000 in the previous year, a decrease of 10.3%[26]. - Employee benefits expenses rose to HK$11,665,000 for the nine months ended February 28, 2023, compared to HK$10,864,000 in the previous year, an increase of 7.4%[26]. - The finance cost decreased significantly to HK$342,000 for the nine months ended February 28, 2023, from HK$909,000 in the previous year, a reduction of 62.4%[26]. - Other expenses decreased by approximately HK$3 million, or about 22.2%, to approximately HK$10.6 million for the nine months ended February 28, 2023[106]. Market Conditions - The increase in revenue was mainly due to the relief of COVID-19 restrictions, resumption of normalcy in Hong Kong, and an increase in tourist visits[90][92]. - The Group's financial position has been strained due to disruptions caused by the COVID-19 pandemic[80][83]. - The management will continue to monitor the developments of the COVID-19 pandemic and respond accordingly[83][86]. Corporate Governance - The company has complied with the Corporate Governance Code throughout the nine months ended February 28, 2023, except for a deviation regarding the separation of roles of chairman and CEO[170]. - The company will continue to review its operations to seek compliance with the Corporate Governance Code regarding the separation of the chairman and CEO roles[171]. - All directors confirmed compliance with the required standard of dealings in securities transactions during the nine months ended February 28, 2023[161]. - The company has adopted the GEM Listing Rules as its code of conduct for directors' securities transactions[161]. Share Capital and Ownership - A share consolidation was completed on November 16, 2022, consolidating every 20 shares of HK$0.01 into one share of HK$0.20, resulting in an issued share capital of 59,928,000 shares[137]. - The company raised approximately HK$12.5 million through a rights issue at a subscription price of HK$0.42 per share, with net proceeds of approximately HK$12.1 million[148]. - As of the report date, HK$7.7 million of the net proceeds from the rights issue has been utilized, with HK$4.4 million remaining unutilized[150]. - The allocation of the net proceeds includes HK$4.0 million for renovation costs at Lan Kwai Fong, HK$1.8 million for rent payments, and HK$6.3 million for general working capital[150]. - The company has no substantial shareholders other than the directors or chief executives as of February 28, 2023[155]. - The directors' interests in shares include Mr. Jiang Qiaowei with 20,000 shares (0.02%) and Mr. Hui Wai Hung with 20,352 shares (0.02%) after adjustments for share consolidation and rights issue[154]. - Mr. Yuan Lin holds 3,888,000 shares, representing 4.33% of the company's shareholding, and has an additional interest of 12,075,000 shares (13.43%) through a controlled corporation[157]. - Mr. Wang Ling is a beneficial owner of 15,261,761 shares, accounting for 16.98% of the company's shareholding[157]. Audit and Compliance - The audit committee reviewed the unaudited financial statements for the nine months ended February 28, 2023, confirming compliance with applicable accounting standards and GEM Listing Rules[182]. - The Board approved the issuance of the unaudited quarterly financial statements for the nine months ended February 28, 2023, on April 14, 2023[185].

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之有限公司） （股份代號：8412） 截至2023年2月28日止九個月 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」）謹 此宣佈本集團截至2023年2月28日止九個月（「第三季度」）的未經審核簡明綜合財務報表，連同 2022年同期的未經審核比較數字。本公告列載本公司第三季度報告全文，乃符合聯交所GEM 證券上市規則（「GEM上市規則」）中有關第三季度業績初步公告附載之相關資料要求。 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4月14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。 本公告乃根據聯交所GEM上市規則而刊載，旨在提供有關本公司的資 ...

Financial Performance - The Group's revenue for the six months ended November 30, 2022, was approximately HK$26.4 million, representing a decrease of approximately 21.3% compared to the same period in 2021[19]. - The Group recorded a loss of approximately HK$3.6 million for the six months ended November 30, 2022, an improvement from a loss of approximately HK$4.6 million for the same period in 2021[19]. - Revenue for the three months ended November 30, 2022, was HK$16,079,000, a 2.3% increase from HK$15,709,000 in the same period of 2021[29]. - Revenue for the six months ended November 30, 2022, decreased by 21.2% to HK$26,396,000 from HK$33,529,000 in the same period of 2021[29]. - Loss attributable to owners of the Company for the six months ended November 30, 2022, was HK$3,704,000, down from HK$4,620,000 in the same period of 2021[29]. - Basic and diluted loss per share attributable to owners of the Company for the six months ended November 30, 2022, was HK$6.22, compared to HK$9.25 in the same period of 2021[29]. - The Company reported a loss of HK$3,704 thousand for the six months ended November 30, 2022, compared to a loss of HK$4,620 thousand for the same period in 2021, indicating a 19.8% improvement in loss[35]. - The total comprehensive loss for the period was HK$3,704 thousand, with non-controlling interests contributing HK$55 thousand[35]. Cash Flow and Liquidity - Cash and cash equivalents increased to HK$2,448,000 as of November 30, 2022, from HK$1,578,000 as of May 31, 2022[30]. - Net cash used in operating activities for the six months ended November 30, 2022, was HK$ (1,173) thousand, a decline from net cash generated of HK$ 878 thousand in the prior year[38]. - The Company generated net cash from financing activities of HK$3,225 thousand for the six months ended November 30, 2022, compared to net cash used of HK$ (16,297) thousand in the same period of 2021[38]. - Cash and cash equivalents at the end of the period were HK$2,448 thousand, down from HK$3,449 thousand at the end of November 30, 2021[38]. - The Group has revolving loan facilities of HK$25,000,000 from a former shareholder and HK$20,000,000 from an independent third party to support liquidity needs[51]. - In August 2022, the Group entered into a loan facility agreement for HK$40 million for 18 months, exclusively available upon request[51]. Assets and Liabilities - Total current liabilities as of November 30, 2022, were HK$37,289,000, a decrease from HK$39,416,000 as of May 31, 2022[30]. - Non-current assets decreased to HK$15,707,000 as of November 30, 2022, from HK$22,788,000 as of May 31, 2022[30]. - Net liabilities improved to HK$11,113,000 as of November 30, 2022, from HK$13,337,000 as of May 31, 2022[33]. - The Company reported a total deficiency in assets of HK$11,113,000 as of November 30, 2022, compared to HK$13,337,000 as of May 31, 2022[33]. - As of November 30, 2022, the total equity attributable to owners of the Company was HK$ (3,833) thousand, a decrease from HK$ (5,809) thousand as of November 30, 2021[35]. - The balance of accumulated losses as of November 30, 2022, was HK$ (133,861) thousand, an increase from HK$ (130,157) thousand as of June 1, 2022[35]. - As of 30 November 2022, the Group had net current liabilities of approximately HK$7,790,000 and net liabilities of approximately HK$11,113,000[49]. Revenue Sources - The Group's principal activities include operating a club and a bar in Hong Kong, with all revenue derived from these operations[59][66]. - Revenue from food and beverage sales decreased to HK$13,824,000 for the three months ended 30 November 2022, down from HK$13,876,000 in 2021, reflecting a decline of 0.4%[69]. - Revenue from club and bar operations decreased by approximately HK$7.1 million, or 21.3%, from approximately HK$33.5 million for the six months ended 30 November 2021 to approximately HK$26.4 million for the six months ended 30 November 2022[127]. - The closure of the Mudita and Maximus venues contributed zero revenue in the current period, compared to approximately HK$5.9 million in the corresponding period in 2021[127]. Cost Management - The Group's management has implemented measures to improve working capital and cash flows, including monitoring administrative expenses and operating costs[56]. - The Group has been implementing cost control measures to improve liquidity in response to the ongoing impact of the COVID-19 pandemic[120]. - Other expenses decreased by approximately HK$3.8 million, or 36.2%, from approximately HK$10.4 million for the six months ended 30 November 2021 to approximately HK$6.6 million for the six months ended 30 November 2022[142]. - Loss before income tax expense decreased from approximately HK$4.6 million for the six months ended 30 November 2021 to approximately HK$3.6 million for the six months ended 30 November 2022, reflecting effective cost control[146]. Employee and Operational Changes - As of November 30, 2022, the Group employed 50 employees, with employee benefits expenses amounting to approximately HK$7.4 million for the six months ended 30 November 2022[166]. - Employee benefits expenses decreased by approximately HK$0.4 million, or 5.6%, from approximately HK$7.8 million for the six months ended 30 November 2021 to approximately HK$7.4 million for the six months ended 30 November 2022[137]. - The Board decided to terminate the operations of Mudita and Maximus Studio by the end of 2022 to reserve financial resources for better-performing operations[117]. - The cessation of Mudita and Maximus Studio is not expected to have a material adverse effect on the Group's financial position[117]. Future Plans and Risks - The Group plans to expand its business model to more lifestyle-oriented clubs, bars, restaurants, and experience stores[156]. - The Group has entered into a lease for a new premises in Lan Kwai Fong, Central, to establish a high-end cigar and alcohol lounge and club[151]. - The Group plans to expand its outlet network by establishing more clubs, bars, and restaurants in Hong Kong, facing risks related to location selection and securing leases[183]. - The Directors will closely monitor the expansion plan and evaluate business objectives to address risks and uncertainties[189]. Market Conditions - The ongoing COVID-19 pandemic has disrupted business operations and economic activities in Hong Kong, prompting the Group to implement cost control measures[198]. - The tourism industry in Hong Kong has been adversely affected by the COVID-19 pandemic, which may impact the Group's revenue as tourists contribute significantly[198].

Financial Performance - The Group's revenue for the six months ended 30 November 2022 was approximately HK$26.4 million, representing a decrease of approximately 21.3% compared to the same period in 2021[14]. - The Group recorded a loss of approximately HK$3.6 million for the six months ended 30 November 2022, an improvement from a loss of approximately HK$4.6 million for the same period in 2021[14]. - Revenue for the three months ended November 30, 2022, was HK$16,079,000, a 2.35% increase from HK$15,709,000 in the same period of 2021[24]. - Revenue for the six months ended November 30, 2022, decreased by 21.2% to HK$26,396,000 from HK$33,529,000 in the same period of 2021[24]. - Loss attributable to owners of the Company for the six months ended November 30, 2022, was HK$3,704,000, down from HK$4,620,000 in the same period of 2021[24]. - The Company reported a basic and diluted loss per share of HK$1.69 for the three months ended November 30, 2022, compared to HK$5.29 in the same period of 2021[24]. - The Company reported a loss of HK$3,704 thousand for the six months ended November 30, 2022, compared to a loss of HK$4,620 thousand for the same period in 2021, indicating a 19.8% improvement in loss[30]. - The Group's total comprehensive loss decreased from approximately HK$4.6 million for the six months ended 30 November 2021 to approximately HK$3.6 million for the six months ended 30 November 2022, mainly due to effective cost control[144]. Dividends and Share Capital - The Board did not recommend payment of any dividend for the six months ended 30 November 2022[15]. - No dividends were paid, declared, or proposed by the Company during the six months ended 30 November 2022 and 2021[74]. - The total number of issued and fully paid ordinary shares as of 30 November 2022 was 59,928,000 shares[108]. - The authorized share capital of the Company as of November 30, 2022, was HK$100 million, divided into 500 million shares of HK$0.20 each, with 59,928,000 shares issued and fully paid up[195]. - The company completed a share consolidation on 16 November 2022, consolidating every twenty shares of HK$0.01 each into one share of HK$0.20 each[109]. - The company issued 199,760,000 new ordinary shares at a price of HK$0.03 per share, generating a premium of approximately HK$3.9 million after deducting related costs[109]. Cash Flow and Liquidity - Net cash used in operating activities for the six months ended November 30, 2022, was HK$ (1,173) thousand, a decline from HK$ 878 thousand generated in the same period of 2021[33]. - Cash and cash equivalents at the end of the period on November 30, 2022, were HK$ 2,448 thousand, down from HK$ 3,449 thousand at the end of the same period in 2021[33]. - The net cash generated from financing activities was HK$ 3,225 thousand for the six months ended November 30, 2022, contrasting with a net cash used of HK$ (16,297) thousand in the same period of 2021[33]. - The Group's total cash and bank balances increased to approximately HK$2.4 million as at 30 November 2022, up from approximately HK$1.6 million as at 31 May 2022[153]. - The current ratio improved to approximately 0.37 times as at 30 November 2022, compared to 0.22 times as at 31 May 2022[153]. Assets and Liabilities - Total current liabilities as of November 30, 2022, were HK$37,289,000, a decrease from HK$39,416,000 as of May 31, 2022[25]. - Net liabilities decreased to HK$11,113,000 as of November 30, 2022, from HK$13,337,000 as of May 31, 2022[28]. - The balance of accumulated losses increased to HK$ (133,861) thousand as of November 30, 2022, from HK$ (130,157) thousand as of June 1, 2022[30]. - The Group had no significant capital commitments as of November 30, 2022, except for lease commitments of HK$5,310,000 for leases not yet commenced[169]. Operational Performance - The Group's principal activities include operating a club and a bar in Hong Kong, with all revenue derived from these operations[54][61]. - Revenue from food and beverage sales decreased to HK$13,824,000 for the three months ended 30 November 2022, down 0.4% from HK$13,876,000 in 2021[64]. - For the six months ended 30 November 2022, the revenue from club and entertainment operations decreased by approximately HK$7.1 million, or approximately 21.3%, from HK$33.5 million to HK$26.4 million[111]. - The closure of the Mudita and Maximus venues contributed zero revenue in the current period, compared to approximately HK$5.9 million in the corresponding period in 2021[122]. - The Group's management has implemented measures to improve working capital and cash flows, including monitoring administrative expenses and operating costs[51]. Cost Management - The Group has been actively implementing cost control measures to improve liquidity in response to the ongoing impact of the COVID-19 pandemic[115]. - Advertising and marketing expenses decreased by approximately HK$2 million, or 35.2%, from approximately HK$5.6 million for the six months ended 30 November 2021 to approximately HK$3.7 million for the six months ended 30 November 2022[131]. - Employee benefits expenses decreased by approximately HK$0.4 million, or 5.6%, from approximately HK$7.8 million for the six months ended 30 November 2021 to approximately HK$7.4 million for the six months ended 30 November 2022[132]. - Other expenses decreased by approximately HK$3.8 million, or 36.2%, from approximately HK$10.4 million for the six months ended 30 November 2021 to approximately HK$6.6 million for the six months ended 30 November 2022[137]. Future Plans and Risks - The Group plans to expand its business model to more lifestyle-oriented clubs, bars, restaurants, and experience stores[151]. - The Group plans to expand its outlet network by establishing more clubs, bars, and restaurants in Hong Kong, facing risks related to location selection, lease agreements, and market competition[178]. - The Directors will monitor the expansion plan closely to ensure profitability and address potential risks and uncertainties[184]. - The ongoing COVID-19 pandemic has disrupted business operations and posed risks to the tourism industry in Hong Kong, which significantly impacts revenue[193]. - The Group's substantial lease liabilities expose it to risks from fluctuations in the commercial real estate market, which could impact financial stability[182].

Financial Performance - The Group's revenue for the three months ended 31 August 2022 was approximately HK$10.3 million, representing a decrease of approximately 42.1% compared to the corresponding period in 2021[14]. - The Group recorded a loss and total comprehensive income of approximately HK$2.6 million for the three months ended 31 August 2022, compared to a loss of approximately HK$1.9 million for the same period in 2021[15]. - Revenue for the three months ended 31 August 2022 was HK$10,316, a decrease of 42.1% compared to HK$17,820 for the same period in 2021[28]. - Loss before income tax expenses for the period was HK$2,556, compared to a loss of HK$1,932 in the previous year, indicating a deterioration in financial performance[28]. - Loss and total comprehensive income for the period attributable to owners of the Company was HK$2,946, compared to HK$1,978 in the same period last year, reflecting an increase of 48.8%[28]. - Basic and diluted loss per share attributable to owners of the Company was HK$0.25, compared to HK$0.20 for the same period in 2021, representing a 25% increase in loss per share[28]. - The Group reported net liabilities of approximately HK$10 million as of 31 August 2022, but the Directors believe the Group can continue as a going concern[45]. - The Group's revenue includes event income, tips, and cloakroom fees, recognized when customers take possession of food and beverages or consume services[52]. - The Group's cash flow forecast considers various possible outcomes of the COVID-19 pandemic and their financial impacts[45]. - The decline in revenue was also attributed to tightened COVID-19 control measures and the relocation of expatriate clientele out of Hong Kong[82]. - The continuation of the COVID-19 pandemic has impeded economic activities in Hong Kong, leading to expected weak sales and challenges in financial performance for the year[119]. Dividends and Shareholder Information - The Board did not recommend payment of any dividend for the three months ended 31 August 2022[17]. - No dividends were paid, declared, or proposed by the Company during the three months ended 31 August 2022, and 2021[60]. - As of August 31, 2022, no share options were granted, exercised, cancelled, or lapsed during the three months ended[129]. - Directors and chief executives hold a total of 1,200,000 shares, representing 0.09% of the Company's shareholding[133]. - Mr. Sze Ching Lau is the largest shareholder with 359,590,000 shares, accounting for 30% of the total shareholding[137]. - The Company has not purchased, sold, or redeemed any of its listed securities during the three months ended August 31, 2022[141]. Operational Changes and Strategy - The Group decided to terminate the operations of Mudita and Maximus by the end of 2022 to reserve financial resources for better-performing operations[70]. - The Directors believe that the cessation of Mudita and Maximus will not have a material adverse effect on the Group's operations and financial position[70]. - The Group is closely monitoring the impact of COVID-19 variants on its operations and is considering re-entering the catering business when conditions allow[73]. - The company is actively reviewing and adjusting its overall direction and strategy to improve performance in light of the challenges posed by COVID-19[108]. - The Group's expansion plans may face significant risks, including securing suitable locations and managing lease liabilities in a competitive market[113]. - The potential for increased rental rates or lease terminations could lead to financial strain and operational disruptions[113]. Cost Management - Employee benefits expenses for the period were HK$3,525, compared to HK$3,832 in the previous year, showing a reduction of 8%[28]. - Advertising and marketing expenses decreased by approximately HK$1.4 million, or 51.9%, from approximately HK$2.7 million for the three months ended 31 August 2021 to approximately HK$1.3 million for the same period in 2022[91]. - Other expenses decreased by approximately HK$2.3 million, or about 41.3%, from approximately HK$5.7 million for the three months ended 31 August 2021 to approximately HK$3.3 million for the three months ended 31 August 2022[98]. - The Group will continue to implement cost control measures to improve its liquidity position amid ongoing challenges from the pandemic[73]. Compliance and Governance - The company has been preparing its financial statements in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[39]. - The Group has not adopted new and revised HKFRSs that are relevant but not yet effective in preparing the financial results[50]. - The audit committee reviewed the unaudited condensed consolidated financial statements for the three months ended August 31, 2022, and found them compliant with applicable accounting standards and GEM Listing Rules[154][157]. - The unaudited financial statements were approved and authorized for issue by the Board on October 13, 2022[155][158]. - The Company has complied with the Corporate Governance Code except for a deviation regarding the roles of chairman and chief executive officer being held by the same individual[143]. - The Board believes that the current structure does not impair the balance of power and authority between the Board and management, and will seek to comply with the code provision C.2.1 when appropriate[147][150].

Stock Options - The number of unexercised stock options under the "Continuous Contract Employees" category as of June 1, 2021, and May 31, 2022, should be 10,000,000 instead of 10,400,000[1] Financial Report Clarification - The announcement aims to clarify the financial report and annual report published on August 31, 2022[2] - The board confirms that the information in the announcement is accurate and complete, with no misleading or fraudulent elements[4]

BCI GROUP HOLDINGS LIMITED 高門集團有限公司 | --- | --- | --- | --- | --- | |-------|-------|-------|-------|-------------------------------------------------------------| | | | | | | | | | | | (Incorporated in the Cayman Islands with limited liability) | | | | | | Stock Code 股份代號：8412 (於開曼群島註冊成立的有限公司) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED ("STOCK EXCHANGE") GEM has been positioned as a market designed to accommoda ...

Financial Performance - The Group's revenue for the nine months ended 28 February 2022 was approximately HK$43.8 million, representing an increase of approximately 256.9% compared to the corresponding period in 2021[19]. - The Group recorded a loss and total comprehensive income for the nine months ended 28 February 2022 of approximately HK$7.4 million, compared to a loss of HK$11.3 million in 2021[20]. - The Group's performance indicates significant revenue growth, highlighting potential market expansion opportunities[19]. - For the nine months ended February 28, 2022, the company reported a revenue of HK$10,291,000, a decrease from HK$43,820,000 in the same period of 2021, representing a decline of approximately 76.5%[32]. - The total comprehensive loss decreased from approximately HKD 11.3 million for the nine months ended February 28, 2021, to approximately HKD 7.4 million for the nine months ended February 28, 2022, primarily due to strong performance from new stores and relaxed operating hour restrictions[135]. Dividends and Share Issuance - The Board does not recommend payment of any dividend for the nine months ended 28 February 2022, consistent with the previous year[20]. - The company issued 1,600,000 ordinary shares during the period, raising HK$20,334,000[36]. - No dividends were paid, declared, or proposed by the Company during the nine months ended February 28, 2021, and 2022[91]. Financial Health and Monitoring - The Group's financial health is being closely monitored to mitigate risks associated with market volatility[4]. - The Group's financial resources are expected to be sufficient to meet its obligations in the foreseeable future based on estimated future cash flows[53]. - The Group reported net liabilities of approximately HK$12.8 million as of February 28, 2022, but continues to prepare financial statements on a going concern basis[49]. Operational Focus and Strategy - The company is focused on enhancing its product offerings and exploring new technologies to drive growth[19]. - The company continues to focus on its core operations in the clubhouse, entertainment, and restaurant sectors in Hong Kong[40]. - The Group's principal activities include operating clubs, entertainment venues, and restaurants in Hong Kong[58]. - The company plans to expand its outlet network by establishing more sports-themed bars and restaurants in Hong Kong, facing significant competition in the food and beverage and entertainment industry[140]. Impact of COVID-19 - The Group's financial condition and operating performance were adversely affected by the COVID-19 pandemic, prompting the adoption of cost control measures and adjustments to business strategies[103]. - The ongoing COVID-19 pandemic has led to a significant decrease in sales, which may adversely impact the company's financial performance for the years 2021 and 2022[151]. - The company is closely monitoring the COVID-19 situation and implementing cost control measures to mitigate its impact on business operations and financial position[151]. - The Hong Kong government has implemented tightened social distancing measures since January 7, 2022, which are expected to adversely impact the financial results of the Group due to disruptions in operations of nightclubs and entertainment venues[193]. Governance and Compliance - The directors collectively accept full responsibility for the report, confirming no misleading or deceptive information is present[7]. - The Company has complied with the Corporate Governance Code except for a deviation regarding the roles of chairman and chief executive officer[183]. - Following the resignation of Mr. Wong Kui Shing Danny, Mr. Wong Chi Yung serves as both chairman and chief executive officer, leading to a deviation from the CG Code[184]. - All Directors confirmed compliance with the required standard of dealings regarding securities transactions during the nine months ended February 28, 2022[175]. Cost and Expense Management - The cost of inventories sold for the same period was HK$3,384,000, compared to HK$11,833,000 in the previous year, indicating a decrease of about 71.3%[32]. - Other income decreased by approximately HK$12.8 million compared to the corresponding period in 2021, primarily due to a reduction in government subsidies and rent concessions received[117]. - Employee benefits expenses increased by approximately HK$3.0 million, or approximately 38.7%, from approximately HK$7.8 million for the nine months ended February 28, 2021, to approximately HK$10.9 million for the nine months ended February 28, 2022[123]. - Other expenses increased by approximately HK$6.2 million, or approximately 81.6%, from approximately HK$7.5 million for the nine months ended February 28, 2021, to approximately HK$13.7 million for the nine months ended February 28, 2022[128].

Financial Performance - The Group's revenue for the nine months ended 28 February 2022 was approximately HK$43.8 million, representing an increase of approximately 256.9% compared to the corresponding period in 2021[18]. - The Group recorded a loss and total comprehensive income for the nine months ended 28 February 2022 of approximately HK$7.4 million, compared to a loss of approximately HK$11.3 million in 2021[19]. - Revenue for the nine months ended February 28, 2022, was HK$10,291,000, compared to HK$3,501,000 for the same period in 2021, representing an increase of 194%[31]. - Loss before income tax expense for the period was HK$2,801,000, a significant improvement from a loss of HK$7,105,000 in the previous year, indicating a reduction of 60.6%[31]. - The basic and diluted loss per share for the period was HK$0.32, compared to HK$0.71 for the same period last year, reflecting a decrease of 54.9%[31]. - Total comprehensive loss for the period attributable to owners of the Company was HK$3,192,000, down from HK$6,771,000 in the previous year, a reduction of 52.8%[31]. - For the nine months ended February 28, 2022, the loss attributable to owners of the Company was HK$7,812,000, compared to HK$10,865,000 for the same period in 2021, representing a 28.3% improvement[92]. - Loss before income tax decreased from approximately HK$11.3 million to approximately HK$7.4 million for the nine months ended February 28, 2021, and February 28, 2022[130]. - Total comprehensive loss decreased from approximately HK$11.3 million to approximately HK$7.4 million for the same periods, attributed to strong performance of new outlets despite reduced government subsidies[131]. Revenue Sources - Revenue from club and entertainment operations reached HK$43.82 million, with food and beverage sales contributing HK$37.90 million, while entertainment income was HK$3.01 million[69][71][77]. - The revenue from club and entertainment operations accounted for 100% of total revenue for the nine months ended 28 February 2022, while restaurant operations contributed 20.3% of total revenue for the nine months ended 28 February 2021[110]. - The Group's revenue recognition for club and entertainment operations includes tips, cloakroom fees, and service income from the entertainment studio[107]. - Revenue from club and entertainment operations increased by approximately HK$31.5 million, or approximately 256.9%, from approximately HK$12.3 million for the nine months ended 28 February 2021 to approximately HK$43.8 million for the nine months ended 28 February 2022[98][112]. Operational Changes - The company is focused on expanding its operations in the clubhouse, entertainment, and restaurant sectors in Hong Kong[39]. - The company plans to expand its outlet network by establishing more sports-themed bars and restaurants in Hong Kong, facing various operational risks[139]. - The company plans to open more sports-themed bars and restaurants in Hong Kong, facing significant risks and uncertainties related to location selection, lease agreements, and operational costs[140]. - The Group's operations include club, entertainment, and restaurant businesses in Hong Kong, with a focus on improving working capital and cash flows[57][58]. - The Group operated three nightclubs and one sports-themed bar, along with an entertainment studio during the reporting period[106]. Financial Position - The accumulated loss as of February 28, 2022, was HK$129,098,000, compared to HK$95,278,000 as of February 28, 2021, indicating an increase of 35.5%[35]. - The total equity as of February 28, 2022, was HK$12,804,000, a decrease from HK$13,448,000 as of February 28, 2021[35]. - The Group had net liabilities of approximately HK$12.8 million as of February 28, 2022, but has secured a revolving loan facility of HK$25 million to support liquidity needs[48][49]. - The Group's interest on bank borrowings was HK$0 for the nine months ended February 28, 2022, compared to HK$221,000 in 2021, indicating a significant reduction[80]. Cost Management - Measures will be implemented to closely monitor administrative expenses and operating costs to enhance financial stability[49][50]. - Advertising and marketing expenses rose by approximately HK$5.7 million, or about 319.9%, from approximately HK$1.8 million to approximately HK$7.5 million for the same nine-month periods[120]. - Employee benefits expenses increased by approximately HK$3.0 million, or about 38.7%, from approximately HK$7.8 million to approximately HK$10.9 million for the nine months ended February 28, 2021, and February 28, 2022, respectively[122]. - Other expenses increased by approximately HK$6.2 million, or about 81.6%, from approximately HK$7.5 million to approximately HK$13.7 million for the nine months ended February 28, 2021, and February 28, 2022, respectively[127]. - Depreciation of property, plant, and equipment decreased by approximately HK$11.3 million, or about 58.9%, from approximately HK$19.2 million to approximately HK$7.9 million for the same periods[126]. Compliance and Governance - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[40]. - The audit committee has reviewed the unaudited financial statements for the nine months ended February 28, 2022, and confirmed compliance with applicable accounting standards and GEM Listing Rules[195]. - The unaudited quarterly financial statements for the nine months ended February 28, 2022, were approved and authorized for issue by the Board on April 14, 2022[197]. - The company has adopted the GEM Listing Rules as its code of conduct regarding directors' securities transactions, and all directors confirmed compliance during the reporting period[174][175]. - The company intends to review its corporate governance practices to comply with the code provision regarding the separation of the roles of chairman and chief executive officer[183][187]. Market Conditions - The Group's financial condition and operating performance were adversely affected by the COVID-19 pandemic, prompting the adoption of cost control measures[102][103]. - The ongoing COVID-19 pandemic is expected to result in a significant decrease in sales, adversely impacting the company's financial performance for the years 2021 and 2022[150]. - The Group's business operations, particularly nightclubs and entertainment venues, are expected to face significant disruptions due to tightened social distancing measures implemented by the Hong Kong government starting January 7, 2022, for a period of 14 days[192]. - The Group anticipates that the ongoing social distancing measures will continue to tighten in the near future, adversely impacting its financial results[193]. - The company is adapting its policies and menu to meet the changing demands of both tourists and local customers due to the impact of COVID-19 on the tourism industry[151]. Shareholder Information - The company issued 1,600,000 ordinary shares during the period, raising HK$20,334,000[35]. - As of February 28, 2022, Mr. Jiang Qiaowei, Mr. Hui Wai Hung, and Mr. Pong Chun Yu each hold 400,000 shares, representing 0.04% of the company's shareholding[166][168]. - Mr. Sze Ching Lau holds 359,590,000 shares, which accounts for 36.0% of the company's shareholding[172]. - The company and its subsidiaries did not purchase, sell, or redeem any of the company's listed securities during the nine months ended February 28, 2022[178]. - No dividends have been paid or declared by the company for the nine months period ended February 28, 2021, and 2022[158].

Financial Performance - The Group's revenue for the six months ended 30 November 2021 was approximately HK$33.5 million, representing an increase of approximately 181.7% compared to the corresponding period in 2020[20]. - The Group recorded a loss of approximately HK$4.6 million for the six months ended 30 November 2021, compared to a loss of approximately HK$4.2 million for the same period in 2020[21]. - Revenue for the six months ended 30 November 2021 was HK$33,529,000, a significant increase from HK$11,903,000 for the same period in 2020, representing a growth of 182%[33]. - The company reported a loss for the period attributable to owners of the Company of HK$4,620,000, compared to a loss of HK$4,094,000 in the previous year, indicating a deterioration in performance[33]. - Basic and diluted loss per share for the period was HK$0.46, compared to HK$0.26 for the same period last year, reflecting increased losses on a per-share basis[33]. - For the six months ended November 30, 2021, the loss attributable to owners of the Company was HK$4,620,000, compared to a loss of HK$4,094,000 for the same period in 2020, representing an increase of 12.9%[95]. - Loss before income tax increased from approximately HK$4.2 million for the six months ended 30 November 2020 to approximately HK$4.6 million for the six months ended 30 November 2021[191]. - Loss and total comprehensive income increased from approximately HK$4.2 million for the six months ended 30 November 2020 to approximately HK$4.6 million for the six months ended 30 November 2021, primarily due to the cessation of government subsidies and rent concessions[194]. Revenue Sources - Revenue from clubbing and entertainment operations for the six months ended November 30, 2021, reached HK$33.5 million, compared to HK$11.9 million in the same period of 2020, indicating a growth of about 182%[79]. - The revenue from the club and entertainment business increased by approximately HK$24.0 million, or approximately 250.4%, from approximately HK$9.6 million for the six months ended 30 November 2020 to approximately HK$33.5 million for the six months ended 30 November 2021[159]. - The Group's catering business had no revenue during the reporting period, contrasting with the previous period's revenue generation[175]. - No revenue was generated from the catering business during the reporting period due to the closure of the restaurant Tiger San in mid-May 2021, which had previously generated approximately HK$2.3 million for the six months ended 30 November 2020[175]. Cash Flow and Liquidity - For the six months ended 30 November 2021, net cash generated from operating activities was HK$878,000, compared to a cash outflow of HK$10,604,000 for the same period in 2020[45]. - The cash and cash equivalents at the beginning of the period were HK$2,504,000, increasing to HK$3,449,000 at the end of the period, compared to HK$3,877,000 at the end of the previous year[45]. - As of 30 November 2021, the Group had net liabilities of approximately HK$10,003,000, but has a revolving loan facility of HK$25,000,000 to support liquidity needs[59]. - The Group entered into a loan facility agreement in August 2021 for HK$25 million for 18 months, aimed at improving working capital and cash flows[63]. - The Group's total cash and bank balances were approximately HK$3.4 million, down from approximately HK$20.4 million as of 31 May 2021[199]. - The current ratio of the Group was approximately 0.4 times as at 30 November 2021, down from 0.6 times as at 31 May 2021[199]. - The Group's directors are confident in the financial resources available to meet obligations, indicating no material uncertainties regarding the Group's ability to continue as a going concern[66]. Expenses and Cost Management - The company reported finance costs of HK$41,000 for the period, a decrease from HK$503,000 in the previous year, indicating improved cost management[33]. - Employee benefits expenses increased by approximately HK$2.1 million, or approximately 38.3%, from approximately HK$5.7 million for the six months ended 30 November 2020 to approximately HK$7.8 million for the six months ended 30 November 2021[183]. - Advertising and marketing expenses increased by approximately HK$4.2 million, or approximately 311.1%, from approximately HK$1.4 million for the six months ended 30 November 2020 to approximately HK$5.6 million for the six months ended 30 November 2021[182]. - Other expenses increased by approximately HK$5.2 million, or approximately 101.2%, from approximately HK$5.2 million for the six months ended 30 November 2020 to approximately HK$10.4 million for the six months ended 30 November 2021[189]. - The increase in other expenses was mainly due to extended operating hours of entertainment outlets resulting from the relief of business hours restriction[189]. - The increase in employee benefits expenses was primarily due to the increase in wageable hours resulting from the relief of business hours restrictions[183]. Asset Management - Current liabilities decreased to HK$37,487,000 as of 30 November 2021, down from HK$58,218,000 as of 31 May 2021, reflecting improved liquidity management[35]. - Non-current assets, including property, plant, and equipment, totaled HK$9,236,000 as of 30 November 2021, a decrease from HK$9,879,000 as of 31 May 2021[35]. - Total assets less current liabilities were HK$1,651,000 as of 30 November 2021, a decrease from HK$6,461,000 as of 31 May 2021, suggesting a decline in overall asset value[38]. - The total deficiency in assets was HK$10,003,000 as of 30 November 2021, compared to HK$10,995,000 as of 31 May 2021, showing a slight improvement in the company's financial position[38]. - The Group's trade receivables impairment losses are recorded using an allowance account unless recovery is deemed remote, indicating a cautious approach to credit risk management[109]. Business Strategy and Future Outlook - The company plans to focus on market expansion and new product development to drive future growth, although specific figures were not disclosed during the call[34]. - The Group's directors are implementing measures to closely monitor administrative expenses and operating costs to improve cash flow[63]. - The impact of the COVID-19 pandemic on cash flow forecasts remains a consideration for the Group's future planning[64]. - The strong performance of new outlets partially offset the negative impact of the cessation of government support during the reporting period[194]. - The company aims to enhance its liquidity position by closely monitoring market conditions and re-prioritizing work plans[165]. Shareholder Information - The Board did not recommend payment of any dividend for the six months ended 30 November 2021[22]. - No dividends were paid, declared, or proposed by the Company during the six months ended November 30, 2021, and 2020[89]. - The company issued 160,000,000 new ordinary shares at a price of HK$0.13 per share, generating a premium of approximately HK$18,734,000 after deducting related transaction costs[148]. - A total of 38,800,000 share options were exercised, bringing in cash inflows of approximately HK$14,938,000 to the company[149]. - As of 30 November 2021, the total issued and fully paid shares amounted to 998,800,000[144].