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 ...

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].

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].