股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 龍皇集團控股有限公司 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08493 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.1 | HKD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 500,000,000 | HKD | | 0.1 | HKD | | 50,000,000 | 本月底法定/註冊股本總額： HK ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）對 本 公 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承 擔 任 何 責 任。 Dragon King Group Holdings Limited 龍皇集團控股有限公司 （股份代號：8493） （於開曼群島註冊成立的有限公司） 變更香港主要營業地點地址 龍 皇 集 團 控 股 有 限 公 司（「本公司」）董 事 會（「董事會」）謹 此 宣 佈，本 公 司 位 於 香 港的總部及主要營業地點地址將由香港灣仔盧押道18號海德中心7樓A1室變更 為 以 下 地 址，自 二 零 二 五 年 八 月 一 日 起 生 效： 香 港 灣仔港灣道18號 中環廣場39樓3902室 承董事會命 龍皇集團控股有限公司 陳元龍 執行董事兼主席 香 港，二 零 二 五 年 七 月 三 十 一 日 於 本 公 告 日 期，董 事 會 包 括 執 行 董 事 陳 元 龍 先 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 Dragon King Group Holdings Limited 龍皇集團控股有限公司 （股份代號：8493） （於開曼群島註冊成立的有限公司） 二零二四年年報之 補充及季度更新公告 茲 提 述 龍 皇 集 團 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 之 年 報（「二零二四年年報」）。除 另 有 訂 明 外，本 公 告 所 用 詞 彙 與 二 零 二 四 年 年 報 所 界 定 者 具 有 相 同 涵 義。 誠 如 獨 立 核 數 師 報 告 所 訂 明，核 數 師 未 能 取 得 充 足 適 當 的 審 計 憑 證 為 本 公 司 的 綜 合 財 務 報 表 提 供 審 ...

Financial Performance - The total revenue for the fiscal year 2024 was approximately HKD 54.4 million, representing a decrease of about 47.9% compared to the previous fiscal year[10]. - The company recorded a loss attributable to owners of approximately HKD 27.1 million for the fiscal year 2024, compared to a profit of approximately HKD 1.3 million for the fiscal year 2023[10]. - The group recorded total revenue of approximately HKD 54.4 million for the fiscal year 2024, a decrease of about 47.9% compared to approximately HKD 104.5 million in fiscal year 2023, primarily due to the closure of two restaurants in the first half of fiscal year 2024[18]. - Revenue from the "Dragon King" brand decreased by approximately HKD 41.0 million or about 59.6% to HKD 27.8 million in fiscal year 2024, mainly due to the closure of two locations[22]. - Revenue from the "Dragon Robe" brand decreased by approximately HKD 8.9 million or about 25.0% to HKD 26.7 million in fiscal year 2024, attributed to a challenging business environment and changing consumer behavior[23]. - Gross profit for the group was approximately HKD 38.9 million in fiscal year 2024, a significant decrease of about HKD 35.8 million or about 47.9% from approximately HKD 74.7 million in fiscal year 2023[24]. - Other income and net gains decreased by approximately HKD 0.6 million or about 75.0% to approximately HKD 0.2 million in fiscal year 2024, mainly due to a decline in miscellaneous income[26]. - Employee costs decreased by approximately HKD 13.5 million or about 34.8% to approximately HKD 25.3 million in fiscal year 2024, due to the closure of several restaurants[27]. - The group reported a loss attributable to owners of approximately HKD 27.0 million in fiscal year 2024, compared to a profit of approximately HKD 1.3 million in fiscal year 2023, primarily due to the closure of two restaurants[34]. Operational Changes - The company operated three full-service Cantonese restaurants in Hong Kong during the fiscal year 2024, but closed two locations due to lease expirations[11]. - The management aims to accelerate the opening of new restaurants in smaller scales and diversify the existing dining offerings as market conditions allow[11]. - The company will continue to monitor and adjust its operational strategies to meet consumer demands and capitalize on holiday spending opportunities[11]. - The company emphasizes maintaining flexibility to respond to the changing market environment and strengthen its competitive advantages for long-term growth[11]. Debt and Financial Position - As of December 31, 2024, the group's bank and other borrowings amounted to approximately HKD 93.5 million, an increase from approximately HKD 61.4 million as of December 31, 2023[41]. - The capital debt ratio as of December 31, 2024, is approximately 375.9%, an increase from 336.5% as of December 31, 2023[42]. - The group has pledged properties valued at approximately HKD 25.5 million for bank financing as of December 31, 2024, down from HKD 26.3 million as of December 31, 2023[43]. - The total employee cost for the year is approximately HKD 25.3 million, a decrease from HKD 38.8 million in the previous year, with the number of employees reduced from 122 to 41[52]. - The group plans to use 50% of the net proceeds from a recent share placement for general working capital and the other 50% for repaying outstanding debts, totaling approximately HKD 4.26 million each[38]. - The company reported a current liability exceeding current assets by approximately HKD 146.6 million as of December 31, 2024, indicating significant financial uncertainty[113]. - The net debt of the company was approximately HKD 120.9 million on the same date, with total interest-bearing borrowings amounting to about HKD 93.5 million and cash and cash equivalents of approximately HKD 6.9 million[113]. - The independent auditor was unable to obtain sufficient appropriate audit evidence to provide an opinion on the financial statements, indicating significant uncertainty regarding the group's ability to continue as a going concern[153]. - The board believes that the financial statements are prepared on a going concern basis, assuming sufficient working capital to meet operational and financial obligations[154]. Corporate Governance - The board consists of five members, including one executive director, one non-executive director, and three independent non-executive directors[87]. - The company has not established an internal audit function during the year, but the audit committee will continue to review the need for such a function annually[85]. - The chairman has authorized the company secretary to ensure all directors receive timely and accurate information[82]. - The company has complied with the corporate governance code, except for the lack of insurance arrangements for directors against legal actions, which will be reviewed as necessary[81]. - The board is responsible for overseeing the company's overall strategy and business performance, including financial performance and risk management systems[88]. - The company has not held a meeting with independent non-executive directors without the presence of other directors during the year, but concerns will be reported for follow-up if necessary[84]. - The roles of the chairman and CEO are separated to balance power distribution, with all executive directors collectively assuming the CEO role[92]. - The company emphasizes a proactive corporate culture as essential for sustainable development[86]. - The board has authorized executive directors and senior management to manage daily operations and report regularly on their work[91]. - All directors act in the best interests of the company and its shareholders, with no significant related relationships among them[90]. - The company has three independent non-executive directors, all of whom have confirmed their independence according to GEM Listing Rules[93]. - The audit committee, consisting of three independent non-executive directors, held two meetings during the year to review the company's annual and interim results[104]. - The company emphasizes the importance of continuous professional development for directors, providing training on GEM Listing Rules and other regulatory updates[97]. - The independent non-executive directors do not hold any service contracts with the company, ensuring their impartiality[95]. - The company has established three board committees: the audit committee, the remuneration committee, and the nomination committee, each with clear written terms of reference[101]. - The audit committee reviewed the consolidated financial statements, confirming compliance with applicable accounting standards and sufficient disclosures[104]. - The company encourages directors to attend training courses to stay updated on corporate governance practices[97]. - The company has a policy for directors to provide records of their continuous professional development training[98]. - The company’s governance report indicates that one-third of the directors are required to retire at each annual general meeting, ensuring regular rotation[96]. - The company has not received confirmation of continuous professional development training from certain executive directors who have been removed from their positions[99]. Sustainability and Environmental Initiatives - The company has established a dedicated team to manage environmental, social, and governance (ESG) matters, ensuring effective implementation of sustainability policies[172]. - In the reporting period, the company reported NOx emissions of 0.004 tons, SOx emissions of 0.00001 tons, and PM emissions of 0.0004 tons, with SOx and PM emissions reduced by approximately 66.67% and 60% respectively compared to the previous fiscal year[181]. - The company is committed to complying with all environmental laws and regulations in its operating regions, with no violations or significant penalties reported during the period[180]. - The company actively engages with stakeholders, including investors, customers, and suppliers, to gather feedback and improve its ESG performance[173]. - The company has implemented measures to reduce vehicle usage, such as avoiding peak traffic times and encouraging public transport, to align with its environmental policies[181]. - The company emphasizes employee health and safety, providing a safe working environment and sharing safety information through drills and notices[177]. - The company is focused on reducing operational emissions and enhancing supply chain resilience through collective action with suppliers[178]. - The company regularly reviews and adjusts its sustainability policies to meet the evolving needs of stakeholders[172]. - The company has adopted various environmental policies to mitigate climate change risks and enhance brand value, potentially attracting more investors[176]. - The company’s sustainability report is based on principles of materiality, quantification, balance, and consistency, ensuring comprehensive assessment of its ESG performance[173]. - Greenhouse gas emissions in 2024 totaled 1,021.26 tons, a decrease of approximately 34% from 1,549.90 tons in 2023[187]. - Scope 1 direct emissions dropped from 4.85 tons in 2023 to 1.75 tons in 2024, representing a reduction of about 64%[187]. - Scope 2 indirect emissions decreased by approximately 33%, from 1,488.10 tons in 2023 to 989.88 tons in 2024[188]. - The density of greenhouse gas emissions per restaurant property area reduced from 0.65 tons to 0.43 tons, a decline of about 34% due to the closure of two restaurants[188]. - Total water consumption decreased from 77,827 cubic meters in 2023 to 41,607 cubic meters in 2024, a reduction of approximately 47%[195]. - Water consumption density per restaurant property area fell from 32.54 cubic meters to 17.39 cubic meters, a decrease of about 47%[195]. - The company aims to reduce greenhouse gas emissions by 10% and electricity consumption by 10% by the fiscal year 2026/27, using 2022/23 as the baseline[189]. - The company plans to implement a comprehensive data collection mechanism for managing food waste in the future[191]. - The company has recycled a total of 272 barrels of waste cooking oil during the reporting period[192]. - The company promotes energy efficiency by upgrading to high-efficiency appliances and using LED lighting in various areas[197]. - Total energy consumption decreased by approximately 38.4% in 2024 compared to 2023, due to the closure of two restaurants[198]. - Non-renewable fuel consumption reduced from 757,228 kWh in 2023 to 699,514 kWh in 2024[198]. - The company achieved a 10% reduction in greenhouse gas emissions compared to the previous period through optimized production processes[199]. - The energy purchased decreased from 2,412,948 kWh in 2023 to 1,253,012 kWh in 2024[198]. - Water consumption density per restaurant property area decreased from 1,325.36 kWh in 2023 to 816.29 kWh in 2024[198]. - The company is committed to reducing excessive packaging and single-use utensils as part of its green initiatives[200]. - The company has established a data collection mechanism to enhance the management of packaging materials used[200]. - The company aims to improve the reusability of existing packaging[200]. - The company promotes the application of alternative materials in overall takeaway packaging solutions[200].

Financial Performance - For the fiscal year ending December 31, 2024, the group reported total revenue of HKD 54,444,000, a decrease of 47.9% compared to HKD 104,453,000 for the fiscal year ending December 31, 2023[5]. - The group incurred a loss attributable to owners of the company amounting to HKD 27,039,000 for the fiscal year 2024, compared to a profit of HKD 1,327,000 in 2023[6]. - The gross profit for the fiscal year 2024 was HKD 38,879,000, down 48.0% from HKD 74,713,000 in the previous year[5]. - The group's revenue from continuing operations for the year 2024 was approximately HKD 54,444,000, a decrease of 48% compared to HKD 104,453,000 in 2023[23]. - The group recorded total revenue of approximately HKD 54.4 million for the fiscal year 2024, a decrease of about 47.9% compared to approximately HKD 104.5 million in fiscal year 2023, primarily due to the closure of two restaurants in the first half of fiscal year 2024[51]. - Revenue from the "Dragon King" brand decreased from HKD 68.8 million in fiscal year 2023 to HKD 27.8 million in fiscal year 2024, a decline of approximately 59.6%[52]. - Revenue from the "Dragon Robe" brand decreased from HKD 35.6 million in fiscal year 2023 to HKD 26.7 million in fiscal year 2024, a decline of approximately 25.0%[53]. - The group's gross profit for fiscal year 2024 was approximately HKD 38.9 million, a significant decrease of about 47.9% from approximately HKD 74.7 million in fiscal year 2023[54]. - The overall gross profit margin remained stable at 71.4% for fiscal year 2024, compared to 71.5% in fiscal year 2023[54]. - Other income and net gains decreased by approximately 75.0% to about HKD 0.2 million in fiscal year 2024, down from approximately HKD 0.8 million in fiscal year 2023[55]. Financial Position - The group’s total assets less current liabilities amounted to HKD (120,898,000) as of December 31, 2024, compared to HKD (99,902,000) in 2023, indicating a worsening financial position[7]. - Current liabilities increased to HKD 172,014,000 in 2024 from HKD 144,687,000 in 2023, reflecting a rise in financial obligations[7]. - The group’s total equity deficit increased to HKD (120,898,000) in 2024 from HKD (102,379,000) in 2023, indicating a decline in shareholder equity[8]. - The group has current liabilities exceeding current assets by approximately HKD 146,570,000 as of December 31, 2024, with net liabilities of about HKD 120,898,000[21]. - The total interest-bearing borrowings amounted to approximately HKD 93,470,000, with HKD 79,839,000 due within one year[22]. - The company's bank and other borrowings amounted to approximately HKD 93.5 million as of December 31, 2024, an increase from HKD 61.4 million as of December 31, 2023[66]. - The company's debt-to-capital ratio was approximately 375.9% as of December 31, 2024, up from 336.5% as of December 31, 2023[67]. - The group's net liabilities amounted to approximately HKD 120.9 million as of December 31, 2024[93]. - Total interest-bearing borrowings were approximately HKD 93.5 million, while cash and cash equivalents were about HKD 6.9 million as of December 31, 2024[93]. Liquidity and Cash Management - The group’s cash and cash equivalents rose significantly to HKD 6,891,000 in 2024 from HKD 1,014,000 in 2023, indicating improved liquidity[7]. - The company has maintained a prudent cash management policy to ensure readiness for future growth opportunities[72]. - The company plans to allocate 50% of the net proceeds from a recent share placement, approximately HKD 4.26 million, for general working capital and the other 50% for repaying outstanding debts[64]. Employee Costs and Management - The company’s employee costs decreased to HKD 25,291,000 in 2024 from HKD 38,840,000 in 2023, a reduction of 34.9%[5]. - Employee benefits expenses (excluding directors and key management personnel) decreased from HKD 37,178,000 in 2023 to HKD 23,750,000 in 2024, a reduction of approximately 36.0%[32]. - Employee costs decreased by approximately 34.8% to about HKD 25.3 million in fiscal year 2024, down from approximately HKD 38.8 million in fiscal year 2023, due to the closure of certain restaurants[56]. - The number of employees reduced from 122 to 41[76]. Legal and Compliance Issues - A subsidiary, 富聚有限公司, received a winding-up petition due to a refusal to repay approximately HKD 17,000 in debts, with the restaurant operations ceasing in June 2024[88]. - The group faced a legal claim for HKD 2 million related to a bounced cheque, resulting in a final judgment requiring payment of the amount plus interest and legal costs[89]. - The group has adopted the GEM Listing Rules regarding the code of conduct for securities transactions by directors, with all directors confirming compliance throughout the year[85]. - The audit committee believes that the consolidated financial statements comply with applicable accounting standards and GEM Listing Rules, ensuring adequate disclosure[92]. Future Outlook and Strategic Plans - The group is actively considering financing arrangements, including issuing new shares or convertible bonds, to enhance its market value[22]. - The group plans to diversify its restaurant portfolio by opening smaller restaurants with a variety of dishes, aiming to expand revenue sources in Hong Kong and China[22]. - The company is facing a challenging environment in the Hong Kong restaurant industry but is committed to seeking transformation and exploring new opportunities[63]. - The group has implemented strong measures to improve liquidity and financial conditions, including monitoring operating costs and cost-saving initiatives[22]. Audit and Governance - The group has not established an internal audit function during the year, and the audit committee will continue to review the need for such a function annually[84]. - The audit committee held two meetings during the year to review the group's annual and interim financial performance and internal control procedures[92]. - The chairman of the board was unable to attend the annual general meeting due to other commitments, and the meeting was chaired by an executive director[84]. - The financial statements for the year have been prepared on a going concern basis, indicating confidence in the group's future operations[94]. - The auditor, Baker Tilly, confirmed that the figures in the preliminary announcement align with the group's consolidated financial statements[95].

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 43,161,000, a decrease of 20.5% compared to HKD 54,325,000 in the same period of 2023[6] - Gross profit for the same period was HKD 31,075,000, down 21.6% from HKD 39,667,000 year-on-year[6] - The company reported a loss before tax of HKD 1,433,000, compared to a profit of HKD 4,646,000 in the previous year[6] - Basic and diluted loss per share was HKD (0.62), a significant decline from HKD 2.69 in the prior year[6] - The company reported a comprehensive income of HKD 4,646,000 for the six months ended June 30, 2023, compared to a loss of HKD 1,433,000 for the six months ended June 30, 2024, indicating a shift in financial performance[10] - The company reported a loss attributable to owners of approximately HKD 1.4 million, compared to a profit of HKD 4.6 million in the previous period, mainly due to reduced revenue from restaurant closures[51] Assets and Liabilities - Total current assets increased to HKD 18,436,000 from HKD 14,754,000, reflecting a 25.5% rise[7] - Cash and cash equivalents rose to HKD 8,094,000, up from HKD 1,014,000, indicating a substantial improvement in liquidity[7] - Total liabilities decreased slightly to HKD 143,035,000 from HKD 144,687,000, showing a marginal reduction in financial obligations[8] - The company's equity deficit improved to HKD (95,197,000) from HKD (102,379,000), indicating a positive trend in financial health[8] - The company's current liabilities exceeded its current assets by approximately HKD 124,599,000 as of June 30, 2024, indicating potential liquidity challenges[15] - The company’s total borrowings amounted to approximately HKD 60,721,000, with HKD 43,807,000 due within one year, highlighting the need for refinancing strategies[15] Cash Flow and Financing - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 1,105,000, a significant decline of 77% compared to HKD 4,816,000 for the same period in 2023[11] - The company raised HKD 8,615,000 through the placement of new shares during the reporting period, contributing positively to its financing activities[11] - The total cash and cash equivalents at the end of the reporting period were HKD 8,094,000, an increase from HKD 2,218,000 at the end of the previous year, reflecting a growth of approximately 264%[11] - The company is actively considering various financing arrangements to enhance its market value and equity, demonstrating a proactive approach to financial management[15] - The company plans to maintain a prudent cash management policy to ensure readiness for future growth opportunities[58] Operational Strategies - The company is focusing on market expansion and new product development strategies to enhance future performance[6] - The company plans to launch a new light meal brand in China, utilizing dining robots to enhance service quality and efficiency[52] - The company aims to accelerate the opening of new restaurants when market conditions allow, diversifying its existing restaurant portfolio[52] - Employee costs decreased by approximately HKD 1.2 million or 6.1% to about HKD 18.5 million, attributed to the closure of certain restaurants[47] Shareholder Information - As of June 30, 2024, major shareholder Chen Yuanlong holds 34,560,000 shares, representing approximately 14.29% of the company's equity[66] - UBS Group AG holds 17,747,999 shares, representing approximately 7.34% of the company's equity[66] - UBS AG London Branch holds 17,736,000 shares, representing approximately 7.33% of the company's equity[66] - The total number of issued shares as of June 30, 2024, is 241,920,000[67] Corporate Governance - The audit committee reviewed the unaudited condensed consolidated financial statements for the period, confirming compliance with applicable accounting standards and GEM listing rules[74] - The company has not established an internal audit function during the period, but the audit committee and board will continue to review the need for such a function annually[72] - The board believes that good corporate governance is essential for managing the group's business and affairs, and it regularly reviews its governance practices[71] - The company has adopted the GEM listing rules regarding securities trading standards for directors, with all directors confirming compliance during the period[70] Legal and Compliance - The company is required to pay a total of HKD 1,500,000 plus interest and legal fees to Fubi Capital Limited as per the court's final judgment[63] - The company must pay a total of HKD 2,000,000 plus interest and legal fees to Chan Chun Kau as per the court's final judgment[65] - The company did not make any insurance arrangements for potential legal actions against directors, as the board assessed the risk of significant claims to be minimal[72]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of HKD 43,161,000, a decrease of 20.5% compared to HKD 54,325,000 for the same period in 2023[7]. - Gross profit for the same period was HKD 31,075,000, down 21.6% from HKD 39,667,000 in the previous year[7]. - The company recorded a loss before tax of HKD 1,433,000, compared to a profit of HKD 4,646,000 in the prior year, indicating a significant decline in performance[7]. - Basic and diluted loss per share was HKD (0.62), a decrease from earnings of HKD 2.69 per share in the same period last year[7]. - The company incurred total employee costs of HKD 18,521,000, slightly down from HKD 19,706,000 in the previous year[7]. - Other income and net gains were HKD 26,000, significantly lower than HKD 182,000 in the previous year, indicating reduced ancillary revenue streams[7]. - The company reported a total comprehensive income of HKD 4,646,000 for the six months ended June 30, 2024, compared to a loss of HKD 1,433,000 in the previous period[11]. - The company's loss attributable to owners was approximately HKD 1.4 million, a decrease from a profit of approximately HKD 4.6 million in the previous period, primarily due to the closure of two restaurants[52]. Assets and Liabilities - As of June 30, 2024, the total non-current assets amounted to HKD 29,447,000, a decrease from HKD 30,031,000 as of December 31, 2023, reflecting a decline of approximately 1.9%[8]. - Current assets increased to HKD 18,436,000 from HKD 14,754,000, representing a growth of about 25.5%[8]. - The total current liabilities slightly decreased to HKD 143,035,000 from HKD 144,687,000, a reduction of approximately 1.1%[9]. - The total equity deficit as of June 30, 2024, was HKD 95,197,000, an improvement from HKD 102,379,000 as of December 31, 2023, showing a reduction of approximately 7%[9]. - As of June 30, 2024, the group's current liabilities exceeded current assets by approximately HKD 124,599,000, with net liabilities of about HKD 95,197,000[16]. - The total amount of interest-bearing bank and other borrowings was approximately HKD 60,721,000, while cash and cash equivalents were only about HKD 8,094,000[16]. Cash Flow and Financing - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 1,105,000, down from HKD 4,816,000 in the same period last year, indicating a decline of about 77%[12]. - The company raised HKD 8,615,000 through the placement of new shares during the financing activities[12]. - Cash and cash equivalents increased significantly to HKD 8,094,000 from HKD 1,014,000, marking a rise of approximately 696%[12]. - The company intends to use 50% of the net proceeds from a recent share placement, approximately HKD 4.26 million, for general working capital, including rent and salary expenses in Hong Kong and China[54]. Revenue Breakdown - Revenue from the "Dragon Emperor" brand decreased by approximately HKD 7.4 million or 21.0% to about HKD 27.9 million, primarily due to the closure of two restaurants[44]. - Revenue from the "Dragon Robe" brand decreased by approximately HKD 3.8 million or 20.0% to about HKD 15.2 million, impacted by challenging business conditions and lingering effects of the COVID-19 pandemic[45]. Employee and Operational Costs - Employee costs for the period were approximately HKD 18.5 million, a decrease of about HKD 1.2 million or 6.1% compared to HKD 19.7 million in the previous period[48]. - Rental and related expenses decreased by approximately HKD 0.2 million or 4.3% to about HKD 4.5 million, attributed to a reduction in the number of restaurants operated[50]. - Other operating expenses decreased by approximately HKD 0.7 million or about 8.0% to approximately HKD 8.0 million, mainly due to the closure of certain restaurants[51]. Corporate Governance and Compliance - The company remains committed to transparency and accuracy in its financial reporting, as emphasized by the board's responsibility for the information provided[2]. - The audit committee reviewed the unaudited condensed consolidated financial statements for the period and found them compliant with applicable accounting standards and GEM listing rules[75]. - The company has complied with the corporate governance code except for minor deviations noted during the period[72]. Future Plans and Strategies - The company plans to enhance its market presence and explore new strategies for growth, although specific details were not disclosed in the report[7]. - The company plans to launch a new light meal brand in China, utilizing dining robots to enhance service quality and efficiency, and aims to increase market share through franchising[53]. - The company will continue to monitor and adjust its operational strategies to meet consumer demands and seize holiday consumption opportunities[53]. Legal Matters - The company is involved in significant litigation, including a judgment requiring payment of HKD 1,500,000 plus interest and legal fees to Fubi Capital Limited[64]. - Another litigation case involves a judgment against the company's subsidiary, requiring payment of HKD 2,000,000 plus interest and legal fees to Chen Zhenqiu[66]. - The company has reached a settlement in a lawsuit related to renovation contracts for its restaurant in Wan Chai, Hong Kong[66]. Shareholder Information - As of June 30, 2024, major shareholder Chen Yuanlong holds 34,560,000 shares, representing approximately 14.29% of the company's equity[67]. - UBS Group AG holds 17,747,999 shares, accounting for 7.34% of the company's equity, while UBS AG London Branch holds 17,736,000 shares, representing 7.33%[67].

Financial Performance - For the fiscal year ending December 31, 2023, Dragon King Group Holdings Limited reported total revenue of approximately HKD 104.5 million, representing a significant increase of about 31.4% compared to the previous year[15]. - The company achieved a profit of approximately HKD 1.3 million for the fiscal year 2023, recovering from a loss of approximately HKD 5.3 million in the fiscal year 2022[15]. - The company recorded total revenue of approximately HKD 104.5 million for the fiscal year 2023, a significant increase of about 31.4% compared to approximately HKD 79.5 million in fiscal year 2022[22]. - Revenue from the "Dragon Emperor" brand increased by approximately HKD 12.4 million or about 22% to HKD 68.8 million in fiscal year 2023, driven by improved customer spending and the full resumption of restaurant operations[26]. - Revenue from the "Dragon Robe" brand rose significantly by approximately HKD 13.6 million or about 61.8% to HKD 35.6 million in fiscal year 2023, attributed to improved consumer sentiment and the full resumption of operations[28]. - The group's gross profit for fiscal year 2023 was approximately HKD 74.7 million, an increase of about HKD 20.6 million or approximately 38.1% from about HKD 54.1 million in fiscal year 2022[29]. - The overall gross profit margin slightly increased by 3.5% in fiscal year 2023 due to improved operational efficiency and cost control measures[29]. - Other income and net gains decreased by approximately HKD 12.3 million or about 93.9% to approximately HKD 0.8 million in fiscal year 2023, primarily due to the absence of government subsidies[30]. - The company reported a profit attributable to owners of approximately HKD 1.3 million for the fiscal year 2023, compared to a loss of approximately HKD 5.3 million in the previous year, indicating a significant improvement driven by revenue growth[40]. Operational Developments - The overall business environment and consumer sentiment in Hong Kong improved following the easing of strict COVID-19 policies, contributing to the recovery in the restaurant industry[15]. - The company has implemented various operational streamlining measures to enhance efficiency and reduce costs in response to the recovery trend[15]. - As of December 31, 2023, the company operated three restaurants in Hong Kong, located in Wanchai, Kwun Tong, and Whampoa[15]. - The company plans to launch a new light meal brand in China, primarily using dining robots to serve customers, and will consider franchising to increase market share[16]. - The company will continue to monitor and flexibly adjust its operational strategies to meet consumer demands and enhance competitive advantages for long-term growth[16]. Financial Position and Debt - As of December 31, 2023, the company's borrowings amounted to approximately HKD 61.4 million, an increase from HKD 60.8 million in 2022, reflecting ongoing operational funding needs[44]. - The capital debt ratio as of December 31, 2023, was approximately 336.5%, up from 314.1% in 2022, indicating a higher level of debt relative to equity[46]. - The company has issued a total of 34,560,000 capitalization shares at HKD 0.1 per share to settle approximately HKD 3.456 million of debt[43]. - The company has outstanding bank and other borrowings amounting to approximately HKD 61.4 million, with financial costs of about HKD 2.6 million for the fiscal year ending 2023[190]. - The group’s net debt was approximately HKD 102.4 million, with total interest-bearing borrowings amounting to about HKD 59.4 million and cash and cash equivalents of approximately HKD 1.0 million[136]. Corporate Governance - The company emphasizes high standards of corporate governance to maintain stakeholder trust and promote accountability[96]. - The independent auditor's report expressed a disclaimer of opinion on the consolidated financial statements for the year ending December 31, 2023, due to insufficient audit evidence[84]. - The company did not establish an internal audit function during the year, which is a requirement under the corporate governance code[101]. - The board did not hold the minimum required four meetings during the year due to delays in the annual results publication and trading suspension[107]. - Following the resignation of independent non-executive directors, the company fell below the minimum number of independent directors required by GEM listing rules[101][102]. - The company has since appointed new independent non-executive directors, restoring compliance with GEM listing rules[102]. - The board is committed to reviewing its corporate governance practices regularly to ensure compliance with the GEM listing rules[106]. - The company has not made appropriate insurance arrangements for directors against potential legal actions, citing minimal risk[101]. - The company has not had a CEO since October 6, 2022, with the role being shared among all executive directors to enhance governance and shareholder interests[112]. Board Composition and Diversity - The board consists of seven members, with five males and two females, actively seeking to enhance gender diversity among board members[145]. - As of December 31, 2023, the employee gender ratio is 66 males to 56 females, with no immediate need for numerical targets for gender diversity on the board[146]. - The company has adopted a board diversity policy to ensure a diverse composition of board members, considering factors such as gender, age, experience, and cultural background[149]. - The nomination committee will consider diversity in various aspects, including gender, age, experience, and professional skills when recommending board appointments[31]. Risk Management and Internal Controls - The company is committed to maintaining a robust internal control system and risk management framework, as reviewed by the audit committee[125]. - The board has confirmed that it will continue to assess the effectiveness of the internal control system at least annually[144]. - The company has established risk management procedures to identify, assess, and mitigate significant risks affecting its objectives[144]. - The company maintains effective internal control and risk management systems to safeguard shareholder investments and group assets[142]. Environmental, Social, and Governance (ESG) - The company is committed to maintaining high standards in environmental protection, social responsibility, and governance practices[193]. - The environmental, social, and governance report reflects the company's performance in these areas for the fiscal year 2023, emphasizing transparency and accountability[195]. - The company has established a dedicated team to manage environmental, social, and governance matters, ensuring effective implementation of related policies[198]. - Stakeholder engagement is prioritized to assess and improve the company's environmental, social, and governance performance based on feedback from various parties[199].

Financial Performance - Total revenue for the fiscal year 2023 was HKD 104,453,000, representing a 31.4% increase from HKD 79,469,000 in 2022[32]. - The gross profit for fiscal year 2023 was approximately HKD 74.7 million, representing an increase of about 38.1% from approximately HKD 54.1 million in fiscal year 2022[68]. - The net loss for the year was HKD 102,379,000, slightly improved from a net loss of HKD 107,152,000 in the previous year[5]. - The group reported a profit attributable to owners of the company of HKD 1,327,000, a recovery from a loss of HKD 5,295,000 in the previous year[126]. - Total comprehensive income for the year was HKD 1,317,000, compared to a total comprehensive loss of HKD 5,004,000 in the prior year[156]. - Basic and diluted earnings per share for the fiscal year were HKD 0.71, compared to a loss per share of HKD 3.06 in the prior year[126]. Revenue Breakdown - Revenue from the "Dragon King" brand accounted for 65.9% of total revenue in 2023, up from 71.0% in 2022, while "Dragon Robe" contributed 34.1% in 2023, compared to 27.6% in 2022[32]. - The overall business environment and consumer sentiment in Hong Kong improved, leading to a recovery in the restaurant sector, which positively impacted the group's revenue in FY2023[193]. Expenses and Liabilities - Other operating expenses decreased by approximately HKD 3.3 million or about 14.9% to approximately HKD 18.9 million in fiscal year 2023, primarily due to a reduction in the number of restaurants operated[39]. - The company's rental and related expenses decreased by approximately HKD 2.5 million or about 20.7% to approximately HKD 9.6 million in fiscal year 2023[72]. - Employee benefits expenses, excluding directors and key management personnel, increased to HKD 37,178,000 from HKD 35,358,000, reflecting rising operational costs[149]. - Current liabilities exceeded current assets by approximately HKD 130 million, indicating significant uncertainty regarding the company's ability to continue as a going concern[114]. - The total current interest-bearing borrowings amounted to approximately HKD 59.4 million, while cash and cash equivalents were approximately HKD 1.0 million, highlighting liquidity challenges[114]. Strategic Initiatives - The company plans to launch a new light dining brand focused on restaurant robots in China and is considering franchising to increase market share[74]. - The company continues to monitor and flexibly adjust its operational strategies to meet consumer demands in a changing market environment[97]. - Management is exploring potential fundraising activities such as share placements to enhance the group's capital base and meet operational funding requirements[126]. - The company has considered other financing arrangements to enhance its market value and equity[15]. Legal and Compliance - The company has partially settled legal claims, with payments totaling HKD 850,000 made during the year[118]. - The company has no significant contingent liabilities as of December 31, 2023, consistent with the previous year[79]. - The company's auditor has issued a disclaimer of opinion regarding the company's ability to continue as a going concern due to the identified uncertainties[114]. Operational Overview - The company operates three full-service restaurants in Hong Kong, strategically located in prime commercial areas[30]. - The restaurant "Long Xi" did not generate revenue in the fiscal year 2023, while it generated approximately HKD 1.1 million in revenue in fiscal year 2022 before closing in January 2022[186]. - The company is actively monitoring operating costs to improve liquidity and financial conditions[168]. - The group has implemented several measures to streamline operations and enhance efficiency while reallocating resources to capitalize on growth momentum in its restaurants[193].

Financial Performance - For the three months ended September 30, 2023, the company reported revenue of HKD 25,188,000, an increase of 20.5% compared to HKD 20,875,000 for the same period in 2022[2]. - Gross profit for the three months ended September 30, 2023, was HKD 17,506,000, representing a gross margin of 69.5%, up from HKD 14,099,000 in the prior year[2]. - The company recorded a profit before tax of HKD 810,000 for the three months ended September 30, 2023, compared to a loss of HKD 4,935,000 in the same period last year[2]. - Total revenue for the nine months ended September 30, 2023, was HKD 79,513,000, a 40.1% increase from HKD 56,770,000 in the same period of 2022[7]. - The company reported a net profit attributable to owners of HKD 5,456,000 for the nine months ended September 30, 2023, compared to a loss of HKD 8,046,000 in the previous year[2]. - The group reported a pre-tax loss of HKD 28,255,000 for the nine months ended September 30, 2023, compared to HKD 28,530,000 for the same period in 2022, indicating a slight improvement[96]. - The gross profit for the nine months ended September 30, 2023, was approximately HKD 57.2 million, an increase of about HKD 18.5 million or approximately 47.9% compared to HKD 38.7 million for the same period in 2022[127]. - The overall gross profit margin slightly increased by 3.8% for the nine months ended September 30, 2023, due to improved operational efficiency and cost control measures[127]. - The company recorded a profit attributable to owners of approximately HKD 5.5 million for the period, an improvement from a loss of HKD 8.0 million for the nine months ended September 30, 2022, primarily due to increased revenue during the period[132]. Expenses and Costs - Employee costs decreased by approximately 2.9% to HKD 28,692,000 for the nine months ended September 30, 2023, from HKD 29,710,000 in the same period of 2022[20]. - Rental and related expenses decreased by approximately 24.3% to HKD 6,981,000 for the nine months ended September 30, 2023, from HKD 9,216,000 in the previous year[13]. - Other income and net gains decreased by approximately 97.3% to HKD 185,000 for the nine months ended September 30, 2023, from HKD 6,913,000 in the same period of 2022, primarily due to the absence of government subsidies[11]. - Employee benefits expenses (excluding directors and CEO remuneration) for the nine months ended September 30, 2023, were HKD 28,255,000, slightly down from HKD 28,530,000 in the same period of 2022[96]. - Other operating expenses decreased by approximately HKD 2 million or about 13.1% to approximately HKD 12.9 million for the nine months ended September 30, 2023, compared to approximately HKD 14.9 million for the same period in 2022[130]. Corporate Governance and Compliance - The company aims to maintain a strong and stable liquidity position to capitalize on future growth opportunities[27]. - The company has implemented a stock option plan to incentivize employees and directors, which was adopted on December 15, 2017[32]. - The audit committee has reviewed the financial statements and confirmed compliance with applicable accounting standards and GEM listing rules[63]. - The company has adopted the GEM Listing Rules regarding the trading standards for directors, confirming compliance during the period[151]. - The board believes that good corporate governance is key to managing the group's business and affairs, and has reviewed governance practices to align with the GEM Listing Rules[152]. - The company’s board confirmed that all information in the report is accurate and complete, with no misleading elements[66]. Legal and Contingent Liabilities - As of September 30, 2023, the company had no significant contingent liabilities, consistent with the previous year[28]. - The company is subject to a final court ruling requiring it to pay HKD 1,500,000 plus interest and legal fees, of which approximately HKD 374,000 has been paid[34]. - The company is involved in ongoing legal claims, including a judgment requiring repayment of HKD 453,200 plus interest and legal fees to Blooming (HK) Business Limited[145]. - As of September 30, 2023, the company has paid approximately HKD 850,000 related to ongoing litigation[37]. Shareholder and Capital Structure - There have been no significant changes in major shareholders' interests in the company's shares as of September 30, 2023[38]. - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[51]. - The capital structure of the group remains unchanged since its listing on the GEM on January 16, 2018, consisting solely of ordinary shares[133]. - The company has agreed to issue a total of 34,560,000 shares at a price of HKD 0.1 per share to creditors, settling approximately HKD 3,456,000 of debt[40]. Future Outlook and Strategy - The management is cautiously optimistic about the business environment for the restaurant industry in the second half of 2023, aiming to accelerate the opening of new restaurants as market conditions allow[120]. - The company plans to introduce technology to improve management efficiency and reduce reliance on labor due to labor shortages in the Hong Kong restaurant industry[120]. - As of September 30, 2023, the company had no significant investments or acquisitions planned[122]. Board Changes - The company has undergone changes in its board of directors, with several appointments and resignations effective in 2023[43][44][52][53][58]. - The company appointed a new non-executive director effective July 28, 2023, and a new company secretary effective October 1, 2023[73][75]. - The company appointed Ms. Ouyang Le Yi as an executive director effective January 4, 2023[154].