Financial Performance - The Group's revenue for the three months ended August 31, 2021, was approximately HK$17.8 million, representing an increase of approximately 230.7% compared to the corresponding period in 2020[16][17] - The Group recorded a loss and total comprehensive income of approximately HK$1.9 million for the three months ended August 31, 2021, compared to a profit of approximately HK$2.0 million for the same period in 2020[17][18] - Revenue for the three months ended 31 August 2021 was HK$17,820,000, a decrease from HK$5,389,000 in the same period of 2020, representing a decline of approximately 66.9%[27] - The company reported a loss before income tax expenses of HK$1,932,000 for the period, compared to a profit of HK$2,022,000 in the previous year[27] - Total comprehensive loss for the period attributable to owners of the Company was HK$1,978,000, compared to a profit of HK$2,116,000 in the same period of 2020[27] - Basic and diluted loss per share attributable to owners of the Company was HK$0.20, a decrease from a profit of HK$0.26 per share in the previous year[27] - The Group reported a loss attributable to owners of the Company of HK$1,978,000 for the three months ended 31 August 2021, compared to a profit of HK$2,116,000 in the same period of 2020[76] - Profit before income tax turned from approximately HK$2.0 million for the three months ended August 31, 2020, to a loss of approximately HK$1.9 million for the three months ended August 31, 2021[122] - Total comprehensive income shifted from approximately HK$2.0 million for the three months ended August 31, 2020, to a loss of approximately HK$1.9 million for the three months ended August 31, 2021, due to the cessation of government subsidies and rent concessions[123] Dividends - The Board did not recommend payment of any dividend for the three months ended August 31, 2021[19] - No dividends were paid, declared, or proposed during the three months ended 31 August 2021 and 2020[71] - No dividends were paid or declared by the Company for the three months ended August 31, 2020, and 2021[148] Financial Position - The balance of accumulated losses as of 31 August 2021 was HK$123,264,000, an increase from HK$121,286,000 as of 1 June 2021[29] - The total equity attributable to owners of the Company as of 31 August 2021 was HK$8,988,000, a decrease from HK$9,988,000 as of 1 June 2021[29] - The Group reported net liabilities of approximately HK$7,327,000 as of August 31, 2021, but has secured an undrawn loan facility of HK$16,089,000 from a former shareholder to support liquidity needs[44] - A loan facility agreement was entered into with a licensed money lender in Hong Kong for HK$25 million for 18 months, aimed at improving working capital and cash flows[48] Revenue Breakdown - Revenue from club and entertainment operations included food and beverage sales of HK$16,157,000, entrance fees of HK$31,000, entertainment income of HK$1,043,000, sponsorship income of HK$3,000, and other income of HK$586,000[61] - The restaurant operation generated revenue of HK$17,820,000, a substantial increase from HK$4,397,000 in the previous year[61] - The revenue breakdown for the three months ended 31 August 2021 showed that club and entertainment operations accounted for 100% of total revenue, while restaurant operations contributed 18.4% in the previous year[101] - The total revenue for the three months ended 31 August 2021 was approximately HK$17.8 million, with club and entertainment operations accounting for 100% of this revenue[101] Cost and Expenses - The company had a finance cost of HK$53,000 for the period, compared to HK$417,000 in the same period of 2020, indicating a reduction in financing expenses[27] - Finance costs for the period were HK$348,000, a decrease from HK$417,000 in the same period of the previous year[63] - Other income decreased by approximately HK$8.4 million compared to the corresponding period in 2020, as no government subsidies or rent concessions were received during the reporting period[108] - Advertising and marketing expenses increased by approximately HK$2.1 million or 374.7% from approximately HK$0.6 million for the three months ended August 31, 2020, to approximately HK$2.7 million for the three months ended August 31, 2021, due to increased public relations and marketing services[111] - Employee benefits expenses rose by approximately HK$1.2 million or 50.2% from approximately HK$2.6 million for the three months ended August 31, 2020, to approximately HK$3.8 million for the three months ended August 31, 2021, attributed to increased wageable hours[112] - Depreciation decreased by approximately HK$3.1 million or 54.4% from approximately HK$5.7 million for the three months ended August 31, 2020, to approximately HK$2.6 million for the three months ended August 31, 2021, due to prior full impairment recognition[117] - Other expenses increased by approximately HK$3.6 million or 166% from approximately HK$2.1 million for the three months ended August 31, 2020, to approximately HK$5.7 million for the three months ended August 31, 2021, mainly due to extended operating hours[119] Operational Overview - The Group's principal activities include clubbing, entertainment, and restaurant operations in Hong Kong, with no individual customer exceeding 10% of total revenue during the review period[55][59] - The Group operated three night clubs and a sports-themed bar during the reporting period, covering different segments of the club and entertainment market[86] - The Group has been actively adopting cost control measures to improve liquidity and adjust business strategies in response to the COVID-19 pandemic[90] - The entertainment studio, Maximus Studio, aims to provide a lifestyle designed by customers, contributing to the Group's diverse offerings[86] - The company plans to expand its outlet network by establishing more sports-themed bars and restaurants in Hong Kong, facing various operational risks[128] - The company plans to open more sports-themed bars and restaurants in Hong Kong to expand and diversify its store network, facing significant risks and uncertainties in this competitive market[129] Compliance and Governance - The financial statements were prepared on a going concern basis, with the Directors confident in the Group's ability to meet financial obligations in the foreseeable future[50] - The Group has not adopted any new or revised HKFRSs that are relevant but not yet effective in the preparation of the financial results[51] - The Company has complied with the Corporate Governance Code except for a deviation regarding the roles of chairman and chief executive officer[171] - The Audit Committee comprises three independent non-executive Directors, with Mr. Pong Chun Yu as chairman[177] - The Company has adopted GEM Listing Rules as its code of conduct regarding Directors' securities transactions[165] - The Company will continue to review its operation to seek compliance with the Corporate Governance Code in the future[172] - The Audit Committee reviewed the unaudited financial statements for the three months ended August 31, 2021, and confirmed compliance with applicable accounting standards and GEM Listing Rules[179] - Adequate disclosures were made regarding the financial results for the period[179] - The financial performance for the three months ended August 31, 2021, was deemed satisfactory by the management and the Audit Committee[179] - The company is committed to adhering to legal requirements in its financial reporting[179] - The management's review process included a thorough examination of the financial statements[179] - The Audit Committee's findings support the integrity of the financial reporting process[179] - There were no indications of discrepancies or issues raised during the review[179] - The company continues to prioritize transparency in its financial disclosures[179] - The financial statements are part of the ongoing compliance with regulatory standards[179] Market Risks - The company faces risks related to fluctuations in the commercial real estate market, which could affect its lease liabilities and operational costs[130] - Any non-renewal or termination of leases could lead to sales drops and financial strain due to potential relocation costs[131] - The company’s largest supplier accounted for approximately 49.0% and 52.5% of total purchases for the years ended August 31, 2020, and 2021, respectively, posing a risk if supply is interrupted[134] - The outbreak of COVID-19 has led to a significant expected decrease in sales, adversely impacting the company's financial performance for 2021[138] - The company is closely monitoring the COVID-19 situation and implementing cost control measures to mitigate its impact on operations and financial position[138]

Company Overview - BCI Group Holdings Limited is positioned as a market for small and mid-sized companies, which may carry higher investment risks compared to other companies listed on the Stock Exchange[1]. - The company’s registered office is located in the Cayman Islands, with its principal place of business in Hong Kong[14][16]. - The Group operates three nightclubs and a sports-themed bar, namely Mudita, Faye, and Paper Street, along with one entertainment studio, Maximus Studio[22]. Financial Performance - For the financial year ended 31 May 2021, the Group recorded revenue of approximately HK$24.4 million, a decrease of approximately 51.5% from HK$50.4 million for the year ended 31 May 2020[20]. - The Group reported a net loss of approximately HK$39.5 million for the year ended 31 May 2021, compared to a net loss of approximately HK$36.5 million for the year ended 31 May 2020[20]. - The loss was primarily attributed to the impact of COVID-19 on the operating environment for the bar and club, entertainment, and catering businesses in Hong Kong[20]. - Revenue for the year ended 31 May 2021 was approximately HK$24.4 million, a decrease of approximately 51.5% from approximately HK$50.5 million for the year ended 31 May 2020[45]. - The Group recorded a loss of approximately HK$39.5 million for the year ended 31 May 2021, compared to a loss of approximately HK$36.5 million for the year ended 31 May 2020, indicating a deterioration in financial performance[43]. - Adjusted profit and total comprehensive income for the year ended 31 May 2021 was approximately HK$0.6 million, an improvement from an adjusted loss of approximately HK$18.8 million for the year ended 31 May 2020[45]. - The Group's financial condition and operating performance have been adversely affected by the COVID-19 pandemic, leading to a continuous downturn in performance noted after 31 May 2021[58]. Revenue Breakdown - Revenue from the operation of club and entertainment business decreased by approximately HK$24.0 million, or approximately 54.2%, from approximately HK$44.2 million for the year ended 31 May 2020 to approximately HK$20.2 million for the year ended 31 May 2021[49]. - Revenue from the catering business decreased by approximately HK$2.0 million, or approximately 32.5%, from approximately HK$6.2 million for the year ended 31 May 2020 to approximately HK$4.2 million for the year ended 31 May 2021[57]. - The Group closed down the Tiger San restaurant in mid-May 2021 due to unsatisfactory performance attributed to the COVID-19 outbreak[57]. - The Group operated four night clubs and a sports-themed bar, with Volar closing in March 2021 due to adverse effects from government restrictions related to COVID-19[49]. Cost Management and Operational Adjustments - Management has decided to slow down business development to better utilize resources and prepare for economic recovery[31]. - The management has implemented cost control measures and is closely monitoring market conditions to adjust business strategies in response to the ongoing impact of COVID-19[58]. - Employee benefits expenses decreased by approximately HK$5.5 million, or approximately 32.9%, from approximately HK$16.9 million in 2020 to approximately HK$11.4 million in 2021[78]. - Depreciation of property, plant and equipment decreased by approximately HK$4.6 million, or approximately 21.1%, from approximately HK$21.5 million in 2020 to approximately HK$16.9 million in 2021[79]. - Other expenses decreased by approximately HK$1.5 million, or approximately 9.3%, from approximately HK$15.7 million in 2020 to approximately HK$14.2 million in 2021[80]. Governance and Compliance - The directors of BCI Group Holdings Limited confirm that the information in the report is accurate and complete in all material respects[4]. - The report complies with the GEM Listing Rules and aims to provide relevant information about BCI Group Holdings Limited[6]. - The Company has complied with the Corporate Governance Code throughout the year, ensuring transparency and accountability[179]. - The Board is responsible for formulating strategies and managing risks, supported by three committees: audit, remuneration, and nomination[180]. - The Company emphasizes high standards of corporate governance to protect shareholder interests and enhance long-term value[178]. - The Board consists of independent non-executive directors who enhance governance and oversight functions[171]. Future Outlook and Strategic Plans - The Group is exploring opportunities for ancillary businesses to support its operations and identify new growth avenues[31]. - The Group plans to strengthen its market position by upgrading club facilities, refining business strategies, and enhancing operational efficiency[159]. - The Group expects to fully utilize the remaining net proceeds by May 31, 2023, as per the revised intended use[120]. - The Company plans to establish more sports-themed bars and restaurants in Hong Kong to expand and diversify its outlet network, facing significant competition in the food and beverage and entertainment industry[127][128]. - The Group anticipates that revenue will improve if COVID-19 is contained and prevention measures are relieved[149]. Employee and Management Changes - The company has undergone changes in its board of directors, with several resignations and appointments in 2021[9][10][11]. - Mr. Wong Chi Yung was appointed as executive Director and CEO on July 12, 2021, bringing extensive experience in accounting and corporate finance[166]. - Mr. Ng Shing Chun Ray has over 12 years of experience in the food and beverage and entertainment industries, having managed related companies since June 2008[167]. - The Group employed 41 employees as of 31 May 2021, a decrease from 62 employees in the previous year, with employee benefit expenses amounting to approximately HK$11.4 million for the year ended 31 May 2021, down from approximately HK$16.9 million[148].

Financial Performance - The Group's revenue for the nine months ended 28 February 2021 was approximately HK$15.4 million, representing a decrease of approximately 63.7% compared to the corresponding period in 2020[16]. - The Group recorded a loss and total comprehensive income of approximately HK$11.3 million for the nine months ended 28 February 2021, compared to a loss of approximately HK$17.6 million for the same period in 2020[17]. - Revenue for the nine months ended February 28, 2021, was HK$3,501,000, a decrease of 71.8% compared to HK$12,422,000 for the same period in 2020[31]. - Loss before income tax expense for the period was HK$7,105,000, compared to a loss of HK$6,379,000 for the same period in 2020[31]. - Total comprehensive loss attributable to owners of the Company for the period was HK$10,865,000, compared to HK$5,878,000 for the same period in 2020[31]. - Basic and diluted loss per share for the period was HK$0.71, compared to HK$0.73 for the same period in 2020[31]. - The accumulated loss as of February 28, 2021, was HK$95,278,000, reflecting an increase from HK$48,709,000 as of June 1, 2019[33]. - The Group's total revenue for the nine months ended February 28, 2021, was HK$15,404,000, a decrease from HK$42,380,000 for the same period in 2020, representing a decline of approximately 63.6%[56]. - Revenue from club and entertainment operations was HK$12,277,000 for the nine months ended February 28, 2021, compared to HK$30,982,000 in the previous year, indicating a decrease of about 60.4%[56]. - Restaurant operations generated revenue of HK$3,127,000 for the nine months ended February 28, 2021, down from HK$5,379,000 in the same period of 2020, reflecting a decline of approximately 42.0%[56]. - For the nine months ended 28 February 2021, the loss attributable to owners of the Company was HK$10.865 million, compared to a loss of HK$16.786 million for the same period in 2020, representing a decrease of approximately 35.5%[76]. Dividends and Share Capital - The Board does not recommend payment of any dividend for the nine months ended 28 February 2021, consistent with the previous period[18]. - No dividends were paid, declared, or proposed during the nine months ended 28 February 2021 and 29 February 2020[74]. - The Company issued ordinary shares amounting to HK$1,600,000 during the period, increasing share capital to HK$9,600,000[33]. Financial Position - The total equity as of February 28, 2021, was HK$(10,419,000), a decrease from HK$15,816,000 as of June 1, 2019[33]. - The Group had net liabilities of approximately HK$13,448,000 as of 28 February 2021[44]. - The Group's financial resources are deemed sufficient to meet its financial obligations as they fall due in the foreseeable future[48]. - The Directors are satisfied that the Group will have sufficient financial resources to meet its obligations in the foreseeable future[46]. Operational Highlights - The Group is primarily engaged in the operation of club, entertainment, and restaurant businesses in Hong Kong[37]. - The Group operates three night clubs and a sports-themed bar, one entertainment studio, and one restaurant under the "Tiger" brand[80]. - The Group's customer base is diversified, with no individual customer exceeding 10% of total revenue during the review period[54]. - The Group's operations are primarily focused on club, entertainment, and restaurant businesses in Hong Kong[52]. Cost Management - Advertising and marketing expenses for the period were HK$2,179,000, a significant reduction compared to HK$4,509,000 for the same period in 2020[31]. - Employee benefits expenses decreased by approximately HK$6.6 million, or approximately 45.8%, from approximately HK$14.4 million for the nine months ended 29 February 2020 to approximately HK$7.8 million for the nine months ended 28 February 2021[109]. - Other expenses decreased by approximately HK$4.5 million, or approximately 37.5%, from approximately HK$12.0 million for the nine months ended February 29, 2020, to approximately HK$7.5 million for the nine months ended February 28, 2021[114][116]. - Finance costs for the nine months ended February 28, 2021, totaled HK$1,144,000, a decrease from HK$1,941,000 in the same period of 2020, representing a reduction of about 41.0%[60]. Future Outlook - The Group expects that after the coronavirus pandemic is under control, revenue generated by the Group will improve[86]. - The Group plans to strengthen its market position by upgrading club facilities, refining business strategies, negotiating with business partners, and enhancing operational efficiency[87]. - The Group is committed to strengthening its core business strategies to improve business performance and operating results[91]. - The management is implementing cost control measures to mitigate the overall impact of COVID-19 on business operations and financial position[176]. Risks and Challenges - The significant decrease in revenue was primarily due to reduced business hours caused by the coronavirus pandemic[97]. - The Group's financial performance reflects the impact of the pandemic on its operations and revenue generation capabilities[97]. - The company expects a significant decrease in sales due to the impact of COVID-19, which may adversely affect financial performance for the year 2021[176]. - The ongoing spread of COVID-19 could negatively affect the tourism industry in Hong Kong, impacting the company's business and financial condition[177]. - The Group is exposed to fluctuations in the commercial real estate market, which may impact rental rates and lease liabilities, affecting financial stability[168]. - Any non-renewal or termination of leases could lead to outlet closures or relocations, resulting in financial strain[168]. Corporate Governance - Throughout the financial period ended February 28, 2021, the company complied with the Corporate Governance Code except for the separation of the roles of Chairman and CEO[197]. - The company did not have a Chairman from February 17, 2021, to February 28, 2021, following the resignation of Mr. Ng Shing Joe Kester[200].

Financial Performance - The Group's revenue for the six months ended 30 November 2020 was approximately HK$11.9 million, representing a decrease of approximately 60.3% compared to the corresponding period in 2019[20]. - The Group recorded a loss and total comprehensive income for the six months ended 30 November 2020 of approximately HK$4.2 million, compared to a loss of approximately HK$11.2 million for the same period in 2019[21]. - Revenue for the six months ended November 30, 2020, was HK$6,514,000, a decrease of 51.0% compared to HK$13,265,000 for the same period in 2019[29]. - The company reported a loss of HK$6,242,000 for the period, compared to a loss of HK$6,667,000 in the prior year, representing a 6.4% improvement[29]. - The total comprehensive loss for the period was HK$4,094,000, compared to a loss of HK$10,908,000 in the previous period[35]. - For the six months ended 30 November 2020, the loss attributable to owners of the Company was HK$4,094,000, compared to HK$10,908,000 for the same period in 2019, indicating a significant improvement of approximately 62.49%[70]. Dividends - The Board did not recommend payment of any dividend for the six months ended 30 November 2020[22]. - No dividends were paid, declared, or proposed during the six months ended 30 November 2020 and 2019[66]. Assets and Liabilities - Current assets as of November 30, 2020, totaled HK$26,983,000, an increase of 125.5% from HK$11,983,000 as of May 31, 2020[31]. - Current liabilities increased to HK$47,322,000, up 34.6% from HK$35,143,000 as of May 31, 2020[31]. - Net current liabilities were HK$16,092,000, an improvement from HK$20,562,000 as of May 31, 2020[33]. - Total assets less current liabilities amounted to HK$10,891,000, compared to a deficit of HK$8,579,000 previously[33]. - The company’s equity attributable to owners was HK$9,600,000, a decrease from HK$13,248,000 as of May 31, 2020[33]. - The company has a total deficiency in assets of HK$6,343,000, an improvement from HK$22,457,000 previously reported[33]. Cash Flow - For the six months ended November 30, 2020, the company reported a net cash used in operating activities of HK$10,604,000, compared to a net cash generated of HK$6,631,000 for the same period in 2019[38]. - The company experienced a net decrease in cash and cash equivalents of HK$2,547,000, with cash and cash equivalents at the end of the period amounting to HK$3,877,000, down from HK$15,231,000 in the previous year[38]. - The Group's cash and cash balances decreased to HK$3,384,493 as of November 30, 2020, down 42.7% from HK$5,930,494 as of May 31, 2020[100]. Revenue Breakdown - Revenue from clubbing and entertainment operations for the three months ended 30 November 2020 was HK$5,173,000, a decline of 55.6% from HK$11,665,000 in 2019[52]. - Restaurant operation revenue for the three months ended 30 November 2020 was HK$1,341,000, compared to HK$1,600,000 in the same period of 2019, reflecting a decrease of 16.2%[52]. - The revenue from the clubbing and entertainment business decreased by approximately HK$16.5 million, or approximately 63.3%, from approximately HK$26.1 million for the six months ended 30 November 2019 to approximately HK$9.6 million for the six months ended 30 November 2020[129]. - The revenue generated from the restaurant business decreased by approximately HK$1.6 million, or approximately 39.7%, from approximately HK$3.9 million for the six months ended 30 November 2019 to approximately HK$2.3 million for the six months ended 30 November 2020[134]. Cost Management - The Group is implementing various cost-tightening and control measures to enhance its cost-competitive advantage[46]. - Advertising and marketing expenses decreased by approximately HK$3.4 million, or 71.2%, from approximately HK$4.8 million for the six months ended 30 November 2019 to approximately HK$1.4 million for the six months ended 30 November 2020[157]. - Employee benefits expenses decreased by approximately HK$4.2 million, or 42.7%, from approximately HK$9.9 million for the six months ended 30 November 2019 to approximately HK$5.7 million for the six months ended 30 November 2020[158]. - Other expenses decreased by approximately HK$2.3 million, or about 30.9% to approximately HK$5.2 million for the six months ended 30 November 2020, mainly due to fewer restaurant operations and temporary closures of venues[165]. Future Outlook - The Group expects that after the coronavirus pandemic is under control, revenue will improve[135]. - The Group plans to upgrade club facilities as needed, refine business strategies, negotiate with partners for mitigative measures, and enhance operational efficiency to cope with ongoing challenges[136]. Share Capital - The Group issued 160,000,000 new shares at a price of HK$0.13 per share on 18 August 2020, increasing the total issued shares to 960,000,000[122]. - The Group's total issued and fully paid ordinary shares were 800,000,000 as of 31 May 2020, increasing to 960,000,000 by 30 November 2020[120]. Compliance and Governance - The company’s financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with applicable regulations[42]. - The Group has not adopted or early adopted new and revised HKFRSs that are relevant but not yet effective[48].

Financial Performance - The Group's revenue for the nine months ended February 29, 2020, was approximately HK$42.4 million, representing a decrease of approximately 29.4% compared to the corresponding period in 2019[30]. - The Group recorded a total comprehensive loss of approximately HK$17.6 million for the nine months ended February 29, 2020, compared to a loss of approximately HK$17.5 million for the same period in 2019[30]. - Revenue for the nine months ended February 29, 2020, was HK$42,380,000, a decrease of 29.5% compared to HK$60,066,000 for the same period in 2019[52]. - Loss before income tax for the nine months was HK$17,612,000, compared to a loss of HK$17,482,000 in the same period last year[52]. - Total comprehensive loss for the period attributable to owners of the Company was HK$16,786,000, slightly improved from HK$16,899,000 in the previous year[52]. - The Group's loss attributable to owners for the nine months ended 29 February 2020 was HK$16.8 million compared to HK$16.9 million for the same period in 2019[130]. - The Group did not incur any current income tax expense for the nine months ended February 29, 2020, compared to HK$27,000 in the same period of 2019[114]. Revenue Breakdown - Revenue from clubbing and entertainment operations for the nine months was HK$30,982,000, down from HK$40,701,000 in 2019, indicating a decrease of about 23.9%[81]. - Restaurant operations generated revenue of HK$10,912,000 for the nine months, compared to HK$17,590,000 in the previous year, reflecting a decline of approximately 38.2%[90]. - Revenue from the clubbing and entertainment business decreased by approximately HK$11.8 million, or approximately 24.3%, from approximately HK$48.8 million for the nine months ended 28 February 2019 to approximately HK$37.0 million for the nine months ended 29 February 2020[140]. - Revenue from the restaurant business decreased by approximately HK$5.8 million, or approximately 52.1%, from approximately HK$11.2 million for the nine months ended 28 February 2019 to approximately HK$5.4 million for the nine months ended 29 February 2020[144]. - The clubbing and entertainment operations accounted for 87.3% of total revenue for the nine months ended 29 February 2020, while restaurant operations accounted for 12.7%[157]. Cost Management - Employee benefits expenses for the nine months were HK$14,368,000, a reduction of 18.5% from HK$17,615,000 in the prior year[52]. - Advertising and marketing expenses decreased to HK$6,159,000, down 26.9% from HK$8,429,000 in the previous year[52]. - Cost of inventories sold was HK$8,731,000, a decrease of 34.5% compared to HK$13,318,000 for the same period in 2019[52]. - Property rentals and related expenses decreased by approximately HK$18.7 million, or approximately 91.9%, from approximately HK$20.3 million for the nine months ended 28 February 2019 to approximately HK$1.7 million for the nine months ended 29 February 2020[168]. - Other expenses decreased by approximately HK$4.8 million, or approximately 31.5%, from approximately HK$15.1 million for the nine months ended 28 February 2019 to approximately HK$10.3 million for the nine months ended 29 February 2020[175]. - The Group successfully implemented cost-saving strategies, resulting in a decrease of approximately HK$2 million in the first half of the year[183]. Impact of External Factors - The ongoing US-China trade tensions and local political turmoil are expected to continue affecting consumption and the food and beverage, lifestyle, and entertainment industries in Hong Kong[145]. - The outbreak of COVID-19 has severely impacted the operating environment in retail and food and beverage businesses, leading to a decline in local customers and tourists[145]. - The overall business environment is expected to become more challenging in the forthcoming year due to reduced spending power and tourist numbers[145]. - The decline in revenue was attributed to uncertainties in the global economy, local political turmoil, and the outbreak of the epidemic affecting consumer sentiment and spending[161]. Strategic Initiatives - Management plans to strengthen market position by upgrading club facilities, refining business strategies, negotiating with partners, and enhancing operational efficiency[150]. - The Group aims to improve business performance and operating results to present satisfactory results and favorable returns to shareholders[150]. - The Group strategically positioned its venues to cover different segments of the night lifestyle and entertainment market[140]. Financial Reporting and Compliance - The Group's unaudited condensed consolidated financial statements for the nine months ended 29 February 2020 were prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs) and presented in Hong Kong Dollars (HK$) rounded to the nearest thousand (HK$'000) [64]. - The accounting policies applied in the preparation of the financial statements are consistent with those used in the previous financial year, except for the adoption of new HKFRSs effective from 1 January 2019 [67]. - The Group's financial statements reflect the impact of HKFRS 16, with lease payments allocated into principal and interest portions presented as financing cash flows [72]. - The financial statements are prepared under the historical cost basis, ensuring accuracy in reporting [64]. - The Group's financial reporting is consistent with applicable disclosures by the GEM Listing Rules and the Companies Ordinance in Hong Kong [64]. Use of Proceeds from Listing - The net proceeds from the Listing amounted to approximately HK$43.9 million after deducting the underwriting commission and other estimated expenses[183]. - As of February 29, 2020, a total of HK$28.8 million of the net proceeds had been utilized, leaving an unutilized balance of HK$15.1 million[186]. - HK$18.8 million was allocated for expanding and diversifying the outlet network, with HK$11.0 million utilized and HK$7.8 million remaining[186]. - Marketing efforts accounted for HK$16.1 million in allocation, with HK$8.8 million utilized and HK$7.3 million unutilized[186]. - The corporate image enhancement received HK$1.0 million, which was fully utilized[186]. - General working capital utilized HK$4.3 million, fully accounted for[186]. Business Operations - The Group's principal activities include clubbing, entertainment, and restaurant operations in Hong Kong, which are the main revenue sources[81]. - The Group operates two nightclubs, a sports-themed bar, an entertainment studio, and a restaurant focusing on Japanese-style dishes[138]. - A sports-themed bar named Paper Street was opened on July 20, 2018, as part of the expansion strategy[196]. - A standalone restaurant named Tiger San was opened on December 16, 2017, in Tsing Yi, as part of the restaurant operations expansion[200]. - The renovation and refurbishment of the club facilities, including Fly (now known as Mudita), were completed in October 2018[193].

Financial Performance - The Group's revenue for the six months ended November 30, 2019, was approximately HK$30.0 million, representing a decrease of approximately 24.1% compared to the corresponding period in 2018[38]. - The Group recorded a total comprehensive loss of approximately HK$11.2 million for the six months ended November 30, 2019, an improvement from a loss of approximately HK$13.2 million for the same period in 2018[38]. - Revenue for the three months ended November 30, 2019, was HK$13,265,000, a decrease of 27.8% compared to HK$18,380,000 for the same period in 2018[55]. - Total comprehensive loss for the period was HK$6,667,000, compared to a loss of HK$6,821,000 in the previous year, reflecting a slight improvement[55]. - Loss per share attributable to owners of the Company was HK$0.81 for the three months ended November 30, 2019, compared to HK$0.83 in the same period of 2018[55]. - The company reported a net decrease in cash and cash equivalents of HK$5,080,000 for the period, compared to a decrease of HK$12,053,000 in the prior year[73]. - Loss attributable to owners of the company for the six months ended November 30, 2019, was HK$10,908,000, compared to HK$12,770,000 for the same period in 2018, showing a decrease of 15%[192]. Revenue Breakdown - Total revenue for the six months ended November 30, 2019, was HK$29.958 million, a decrease from HK$39.496 million in the same period of 2018, representing a decline of approximately 24%[128]. - Revenue from clubbing and entertainment operations for the six months ended November 30, 2019, was HK$26.089 million, down from HK$31.258 million in the same period of 2018, indicating a decrease of about 16.5%[128]. - Net sales of beverages for the six months ended November 30, 2019, totaled HK$21.820 million, compared to HK$25.963 million in the same period of 2018, reflecting a decline of approximately 16%[128]. - The Group's restaurant operations generated revenue of HK$8.238 million for the six months ended November 30, 2019, down from HK$8.222 million in the same period of 2018, showing a slight increase of about 0.2%[128]. Expenses and Costs - Employee benefits expenses were HK$4,714,000 for the three months ended November 30, 2019, down from HK$5,512,000, a decrease of 14.4%[55]. - The Company reported a significant increase in finance costs to HK$731,000 for the three months ended November 30, 2019, compared to HK$247,000 in the previous year, reflecting a rise of 195.5%[55]. - Finance costs for the six months ended November 30, 2019, amounted to HK$1,382,000, compared to HK$247,000 for the same period in 2018, representing a significant increase of 460%[141]. - Interest on bank borrowings for the six months ended November 30, 2019, was HK$539,000, up from HK$247,000 in 2018, indicating a 118% increase[141]. - Interest on lease liabilities for the six months ended November 30, 2019, was HK$172,000, with no comparable figure for the previous year[141]. Cash Flow - Net cash generated from operating activities for the six months ended 30 November 2019 was HK$6,631,000, compared to a net cash used of HK$4,223,000 in the same period last year, indicating a significant improvement[73]. - Net cash generated from investing activities was HK$2,250,000, a recovery from a net cash used of HK$7,932,000 in the previous year[73]. - Net cash used in financing activities amounted to HK$13,961,000, contrasting with a net cash generated of HK$102,000 in the same period last year[73]. - The cash and cash equivalents at the end of the period were HK$15,231,000, down from HK$21,455,000 at the end of the previous period[73]. Dividends - The Board did not recommend the payment of any dividend for the six months ended November 30, 2019[39]. - No dividends were paid, declared, or proposed by the company during the six months ended November 30, 2019, and 2018[150]. Compliance and Accounting Standards - The financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with applicable regulations[80]. - The company has adopted HKFRS 16 "Leases," which impacts the accounting treatment of lease arrangements, effective from 1 January 2019[82]. - The principal accounting policies used in the preparation of the financial statements are consistent with those applied in the previous annual report[80]. - The Group has adopted HKFRS 16 using the modified retrospective approach, which does not restate comparative information[85]. - The Group does not anticipate that the application of other new and revised HKFRSs will have a material impact on its financial performance and positions[88]. Taxation - The group is subject to a two-tiered profits tax rates regime in Hong Kong, with the first HK$2,000,000 of profits taxed at 8.25% and profits above that threshold taxed at 16.5%[150]. - The company reported no current or deferred income tax expense for the periods under review[147]. - The group is not subject to any taxation under the jurisdictions of the Cayman Islands[148]. Business Operations - The company operates in sectors including clubbing, entertainment, restaurant business, and securities investment in Hong Kong[78]. - The Group's operations are primarily focused on clubbing, entertainment, and restaurant businesses in Hong Kong[88]. - The shares of the company were listed on GEM of the Stock Exchange since 7 April 2017, with a total of 200,000,000 shares offered[78]. - The Group's customer base is diversified, with no individual customer exceeding 10% of the Group's revenue during the period under review[88].

Financial Performance - The Group's revenue for the three months ended 31 August 2019 was approximately HK$16.7 million, representing a decrease of approximately 20.9% compared to the same period in 2018[22]. - The Group recorded a loss and total comprehensive income of approximately HK$4.6 million for the three months ended 31 August 2019, an improvement from a loss of approximately HK$6.4 million for the same period in 2018[22]. - Revenue for the three months ended August 31, 2019, was HK$16,693,000, a decrease of 21.5% compared to HK$21,116,000 for the same period in 2018[34]. - Loss before income tax expense for the period was HK$4,566,000, an improvement from a loss of HK$6,360,000 in the previous year, indicating a reduction of 28.2%[34]. - Total comprehensive loss for the period was HK$4,566,000, compared to HK$6,387,000 in the same period last year, reflecting a decrease of 28.6%[34]. - Loss per share attributable to owners of the Company was HK$0.55, an improvement from HK$0.77 in the prior year, showing a reduction of 28.6%[34]. - The Company reported a total accumulated loss of HK$53,103,000 as of August 31, 2019[36]. - The overall business environment is expected to become more challenging due to uncertainties in the global economy and local political turmoil, affecting consumption and the food and beverage, lifestyle, and entertainment industry in Hong Kong[79]. Revenue Breakdown - Revenue from clubbing and entertainment operations was HK$14.4 million, down 8.6% from HK$15.8 million in the previous year[52]. - Revenue from restaurant operations was HK$2.3 million, a decline of 57.5% from HK$5.3 million in the same period last year[54]. - For the three months ended August 31, 2019, total revenue was HK$16.7 million, a decrease of 21.5% compared to HK$21.1 million in the same period of 2018[54]. - The revenue generated from the operation of restaurant business decreased by approximately HK$3.0 million, or approximately 57.6%, from approximately HK$5.3 million in 2018 to approximately HK$2.3 million in 2019[92]. - The Group's entertainment income for the period was HK$1.3 million, an increase of 23.5% from HK$1.1 million in the previous year[52]. Cost and Expenses - Finance income decreased to HK$113,000 from HK$274,000, representing a decline of 58.8% year-over-year[34]. - Finance costs for the three months ended 31 August 2019 totaled HK$651,000, a significant increase from HK$198,000 in 2018[57]. - Property rentals and related expenses decreased by approximately HK$6.7 million, or approximately 93.4%, from approximately HK$7.2 million for the three months ended 31 August 2018 to approximately HK$0.5 million for the three months ended 31 August 2019[97]. - Employee benefits expenses decreased by approximately HK$1.1 million, or approximately 16.7%, from approximately HK$6.2 million for the three months ended 31 August 2018 to approximately HK$5.1 million for the three months ended 31 August 2019[102]. - Other expenses decreased by approximately HK$2.7 million, or approximately 46.1%, from approximately HK$5.9 million for the three months ended 31 August 2018 to approximately HK$3.2 million for the three months ended 31 August 2019[107]. Strategic Focus and Future Plans - The Company continues to focus on its core business areas, including clubbing, entertainment, and restaurant operations[40]. - The Company is actively exploring new strategies for market expansion and product development to enhance future performance[40]. - The Group plans to strengthen its market position by upgrading club facilities, refining business strategies, and enhancing operational efficiency[80]. - The Group has established a project team to explore potential locations for further outlet expansion, focusing on accessibility and demographics[124]. - The Group faces significant risks in expanding its outlet network, including competition and securing suitable locations[133]. Compliance and Governance - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with applicable regulations[42]. - The Company has adopted written guidelines regarding securities trading by directors, confirming compliance with trading standards as of 31 August 2019[179]. - The Company has established an Audit Committee to supervise the financial reporting process and internal control procedures[184]. - The Audit Committee comprises independent non-executive Directors, ensuring governance and oversight[184]. - The Company has applied the principles of the GEM Listing Rules Corporate Governance Code and complied with all applicable code provisions as of 31 August 2019[180]. Shareholding and Management - As of August 31, 2019, Mr. Kester Ng holds a beneficial interest in 371,520,000 shares, representing 46.44% of the shareholding[148]. - Aplus Concept Limited is wholly owned by Mr. Kester Ng, holding 371,520,000 shares, representing 46.44% of the total shareholding[157]. - Ms. Louey Andrea Alice, as the spouse of Mr. Kester Ng, is deemed to have an interest in the same number of shares, also 371,520,000 shares or 46.44%[159]. - Mr. Chung Cho Yee, Mico, has interests in controlled corporations, holding 159,180,000 shares, which accounts for 19.90% of the total shareholding[157]. Dividends and Share Options - The Board did not recommend payment of any dividend for the three months ended 31 August 2019[23]. - No dividends were paid, declared, or proposed by the Company during the three months ended 31 August 2019 and 2018[63]. - As of August 31, 2019, no share options have been granted, lapsed, exercised, or cancelled under the Share Option Scheme[168].

Financial Performance - For the financial year ended 31 May 2019, the Group recorded a revenue decrease of approximately 4.0%, from approximately HK$85.3 million in 2018 to approximately HK$81.9 million in 2019[26]. - The Group reported a loss of approximately HK$27.5 million for the year ended 31 May 2019, compared to a loss of approximately HK$25.8 million for the year ended 31 May 2018[26]. - The loss was primarily due to decreased revenue from restaurant operations, increased property rentals and related expenses, and significant impairment losses on goodwill and property, plant, and equipment[26]. - Excluding non-cash items, the adjusted loss and total comprehensive expenses decreased by 17.9% to approximately HK$17.0 million for the year ended May 31, 2019[52]. - The Group's operating loss before working capital changes for the year ended May 31, 2019, was narrower than the prior year due to cost minimization measures[34]. - Loss before income tax increased from approximately HK$23.9 million for the year ended 31 May 2018 to approximately HK$27.7 million for the year ended 31 May 2019[102]. - Loss and total comprehensive expenses increased from approximately HK$25.8 million for the year ended 31 May 2018 to approximately HK$27.5 million for the year ended 31 May 2019[102]. - The Group recorded net cash generated from operating activities of approximately HK$1.2 million for the year ended 31 May 2019, a significant improvement from net cash used of approximately HK$49.2 million for the year ended 31 May 2018[102]. - As at 31 May 2019, the Group's total cash and bank balances were approximately HK$29.8 million, down from approximately HK$35.7 million in 2018[102]. - The current ratio decreased from approximately 1.6 times as at 31 May 2018 to approximately 1.0 times as at 31 May 2019[102]. - The equity attributable to owners of the Company amounted to approximately HK$15.8 million as at 31 May 2019, down from approximately HK$42.6 million in 2018[105]. Revenue Breakdown - For the year ended May 31, 2019, the Group's revenue was approximately HK$81.9 million, representing a decrease of approximately 4.0% compared to HK$85.3 million for the year ended May 31, 2018[30]. - Revenue from clubbing and entertainment operations increased by approximately HK$0.8 million, or approximately 1.2%, from approximately HK$66.7 million for the year ended 31 May 2018 to approximately HK$67.5 million for the year ended 31 May 2019[60]. - Revenue from restaurant operations decreased by approximately HK$4.2 million, or approximately 22.7%, from approximately HK$18.6 million for the year ended 31 May 2018 to approximately HK$14.4 million for the year ended 31 May 2019[70]. - Clubbing and entertainment operations accounted for 82.4% of total revenue in 2019, compared to 78.2% in 2018[81]. - As of May 31, 2019, revenue from Volar accounted for approximately 60.1% of total revenue, down from 64.9% in the previous year[120]. Operational Challenges and Strategies - The overall business environment is expected to become more challenging due to the impact of US-China trade tensions and local political issues on consumer spending[36]. - The Group plans to enhance operational efficiency and strengthen cost control measures in response to challenges posed by global economic uncertainties and local political turmoil[36]. - The Group plans to strengthen its market position by upgrading club facilities, refining business strategies, and enhancing operational efficiency[72]. - The ongoing US-China trade tensions and local political turmoil are expected to continue affecting consumption and the overall business environment in Hong Kong[71]. - Operational difficulties that lead to temporary or permanent closure of venues could significantly impact financial performance[124]. Corporate Governance - The Board is committed to high standards of corporate governance, emphasizing transparency, independence, accountability, responsibilities, and fairness[175]. - The Company has complied with the Corporate Governance Code throughout the year ended 31 May 2019[176]. - The Board is responsible for formulating strategies, monitoring performance, and managing risks of the Group[179]. - The Board comprises seven Directors, including Executive, Non-Executive, and Independent Non-Executive Directors[188]. - The company has established various committees to enhance oversight and strategic direction, including audit, remuneration, and nomination committees[165]. - The independent non-executive directors play a crucial role in overseeing the company's financial reporting and compliance matters[165]. Management and Leadership - The Group's strategic direction is primarily formulated by its executive directors, including Mr. Ng and Ms. Lau, focusing on industry trends and operational challenges[150]. - The management team includes professionals with extensive backgrounds in both finance and the food and beverage industry, enhancing the Group's operational capabilities[153]. - The Group's leadership is committed to strategic business planning and legal compliance, ensuring robust governance and operational efficiency[158]. - The executive team is focused on leveraging their industry experience to navigate competitive challenges and drive growth[150]. Expansion and Market Position - The Group opened a sports-themed bar, Paper Street, on 20 July 2018, and an entertainment studio, Maximus Studio, on 21 January 2019, contributing to revenue growth[60]. - The company is actively conducting feasibility studies for further expansion of its outlet network[120]. - The company has established a project team to explore potential locations for new outlets, focusing on accessibility, visibility, and demographics[118]. - The competitive nature of the food and beverage industry in Hong Kong poses risks to the successful opening of new outlets[120]. - The company faces challenges in securing suitable locations and necessary governmental approvals for new establishments[120]. Employee and Operational Costs - Employee benefits expenses decreased by approximately HK$4.0 million, or 14.9%, from approximately HK$27.2 million for the year ended 31 May 2018 to approximately HK$23.2 million for the year ended 31 May 2019[95]. - The company reduced its workforce from 125 to 102 employees, reflecting a reduction in employee benefit expenses[146]. - Advertising and marketing expenses decreased by approximately HK$2.9 million, or 20.2%, from approximately HK$14.1 million for the year ended 31 May 2018 to approximately HK$11.2 million for the year ended 31 May 2019[93]. - Property rentals and related expenses increased by approximately HK$1.5 million, or 6.1%, from approximately HK$25.2 million for the year ended 31 May 2018 to approximately HK$26.7 million for the year ended 31 May 2019[88]. Supplier Dependency and Risks - Purchases from the largest supplier accounted for approximately 53.4% and 51.4% of total purchases for the years ended 31 May 2018 and 2019, respectively, indicating a high dependency on a single supplier[126][128]. - The company is exposed to fluctuations in the commercial real estate market due to leasing all properties, which may lead to significant risks including increased vulnerability to adverse economic conditions and reduced cash availability for other purposes[125][127].