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].

BCI GROUP HOLDINGS LIMITED 高門集團有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) Stock Code 股份代號：8412 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and sh ...