1257 &CO. 1957 & Co. (Hospitality) Limited (在開曼群島註冊成立之有限公司) 股份代號：8495 中期業績報告 2020 monqo 、HB 10 SHANGHAI t # ·KE 价 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位，乃為中小型公司提供一個上市的市場·此等公司相比超其他在聯交所上市的公司帶有較高投資風險・有意投 資的人士應了解投資該等公司的潛在風險,並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於聯交所主板買賣的證券承受較大的市場波動風險，同 時無法保證在 GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責·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 因本報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。 本報告的資料乃邊照《聯交所 GEM 證券上市規則》(「GEM 上市規則 ) 而刊載・旨在提供有關 1957 & Co. (Hospitality) Limited ([ 本公司] 或 [ 19 ...

1257 &CO. 1957 & Co. (Hospitality) Limited (在開曼群島註冊成立之有限公司) 股份代號：8495 年報 2019 monqo r is 10 SHANGHAI 戏共留十 TA KE 价 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位，乃為中小型公司提供一個上市的市場·此等公司相比超其他在主板上市的公司帶有較高投資風險 - 有意投資 的人士應了解投資該等公司的潛在風險,並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普邊為中小型公司，在GEM 買賣的證券可能會較於主板買賣之證券承受較大的市場波動風險，同時無法 保證在 GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責·對其準確性或完整性亦不發表任何聲明·並明確表示概不就 因本報告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告的資料乃邊照《聯交所GEM證券上市規則》(「GEM 上市規則）而刊載・旨在提供有關 1957 & Co. (Hospitality) Limited ([ 本公司] 或 [ 1957 & C ...

GEM Listing Rules and Disclaimer [GEM Market Positioning and Risk Warning](index=2&type=section&id=GEM%20Market%20Positioning%20and%20Risk%20Warning) The GEM market provides a listing platform for small and medium-sized enterprises, but these companies typically carry higher investment risks and uncertain market liquidity - The GEM market is positioned for small and medium-sized enterprises, carrying higher investment risks and no guarantee of high liquidity for securities[4](index=4&type=chunk) - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the contents of this report and make no statement as to its accuracy or completeness[4](index=4&type=chunk) [Directors' Responsibility Statement](index=2&type=section&id=Directors'%20Responsibility%20Statement) The company's directors collectively and individually assume full responsibility for the report's information, confirming its accuracy, completeness, and absence of misleading or fraudulent content - The company's directors collectively and individually assume full responsibility for the information in this report[5](index=5&type=chunk) - Each director confirms that the information contained in this report is accurate and complete in all material respects, not misleading or fraudulent, and omits no other matters[5](index=5&type=chunk) Financial Performance Summary [Nine-Month Financial Highlights](index=3&type=section&id=Nine-Month%20Financial%20Highlights) For the nine months ended September 30, 2019, the Group's revenue increased by 2.4% to HKD 263.2 million, with a net loss attributable to owners of HKD 8.5 million Key Financial Data for the Nine Months Ended September 30, 2019 | Metric | 2019 (HKD million) | 2018 (HKD million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 263.2 | 257.0 | +2.4% | | Loss attributable to owners of the Company | (8.5) | (7.8) | Loss widened | | Net loss | (7.9) | (12.3) | Loss narrowed | - The newly opened Gaa Siu Hoi (Olympian City) restaurant generated an unaudited net loss of approximately **HKD 2.4 million** in its initial operating period, with approximately **HKD 1.4 million** attributable to owners of the Company[6](index=6&type=chunk) [Third Quarter Financial Highlights](index=3&type=section&id=Third%20Quarter%20Financial%20Highlights) For the three months ended September 30, 2019, the Group's revenue decreased by 3.6% to HKD 86.3 million, with a net loss attributable to owners of HKD 6.6 million Key Financial Data for the Three Months Ended September 30, 2019 | Metric | 2019 (HKD million) | 2018 (HKD million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 86.3 | 89.5 | -3.6% | | Loss attributable to owners of the Company | (6.6) | (0.4) | Loss widened | | Net loss | (5.8) | (1.1) | Loss widened | Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the nine months ended September 30, 2019, the Group reported revenue of HKD 263.2 million and a loss for the period of HKD 7.94 million Condensed Consolidated Statement of Comprehensive Income (Nine Months Ended September 30) | Metric | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 263,246 | 256,954 | | Operating (loss)/profit | (1,944) | (4,237) | | Loss before income tax | (6,129) | (10,125) | | Loss for the period | (7,940) | (12,265) | | Loss for the period attributable to owners of the Company | (8,540) | (7,829) | | Basic loss per share (HK cents) | (2.45) | (2.45) | Condensed Consolidated Statement of Comprehensive Income (Three Months Ended September 30) | Metric | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 86,304 | 89,453 | | Operating (loss)/profit | (3,732) | 1,762 | | Loss before income tax | (5,247) | (42) | | Loss for the period | (5,823) | (1,072) | | Loss for the period attributable to owners of the Company | (6,649) | (373) | | Basic loss per share (HK cents) | (1.91) | (0.12) | - Total comprehensive loss for the period decreased to **HKD 7,778 thousand** for the nine months in 2019, down from **HKD 12,380 thousand** in the same period of 2018[13](index=13&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of September 30, 2019, total equity attributable to owners was HKD 70,803 thousand, with non-controlling interests of HKD 21,589 thousand, totaling HKD 92,392 thousand Condensed Consolidated Statement of Changes in Equity (As of September 30, 2019) | Item | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Share capital | 38 | 32 | | Share premium | 100,980 | 86,773 | | Capital reserve | (2,983) | (2,983) | | Exchange reserve | (265) | (117) | | Accumulated losses | (26,967) | (20,636) | | Total attributable to owners of the Company | 70,803 | 63,069 | | Non-controlling interests | 21,589 | 17,064 | | Total equity | 92,392 | 80,133 | - During 2019, non-controlling shareholders of a subsidiary contributed **HKD 5,600 thousand**, and share issuance from placing generated **HKD 15,040 thousand** (net of transaction costs of HKD 827 thousand)[18](index=18&type=chunk) Notes to the Condensed Consolidated Financial Statements [General Information](index=7&type=section&id=General%20Information) The company was incorporated in the Cayman Islands on February 3, 2016, primarily engaging in restaurant operations and F&B management and consulting services - The Company was incorporated in the Cayman Islands on **February 3, 2016**, as an investment holding company[21](index=21&type=chunk) - Its subsidiaries are primarily engaged in restaurant operations and F&B management and consulting services[22](index=22&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=7&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The consolidated financial results are prepared in HKD thousand, adhering to HKFRS and GEM Listing Rules, with new standards applied having no material impact - The consolidated financial results are prepared in accordance with Hong Kong Generally Accepted Accounting Principles issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the GEM Listing Rules[23](index=23&type=chunk) - Several new or revised Hong Kong Financial Reporting Standards were applied during the period, but they did not have a material impact on the amounts and/or disclosures presented in the condensed consolidated financial statements[27](index=27&type=chunk) [Revenue Composition](index=8&type=section&id=Revenue%20Composition) The Group's revenue primarily stems from restaurant operations, supplemented by F&B management and consulting services, totaling HKD 263.246 million for the nine months ended September 30, 2019 Revenue Sources (Nine Months Ended September 30) | Revenue Source | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Restaurant operations | 262,062 | 253,694 | | F&B management and consulting services | 1,184 | 3,260 | | **Total** | **263,246** | **256,954** | Revenue Sources (Three Months Ended September 30) | Revenue Source | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Restaurant operations | 86,046 | 89,111 | | F&B management and consulting services | 258 | 342 | | **Total** | **86,304** | **89,453** | [Finance Costs Composition](index=8&type=section&id=Finance%20Costs%20Composition) Finance costs, primarily from lease liabilities and bank borrowings, totaled HKD 3.923 million for the nine months ended September 30, 2019, a decrease from the prior year Finance Costs (Nine Months Ended September 30) | Finance Cost Item | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 732 | 887 | | Interest expense on lease liabilities | 3,191 | 3,904 | | **Total** | **3,923** | **4,791** | Finance Costs (Three Months Ended September 30) | Finance Cost Item | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 235 | 291 | | Interest expense on lease liabilities | 1,251 | 1,201 | | **Total** | **1,486** | **1,492** | [Income Tax Expense](index=8&type=section&id=Income%20Tax%20Expense) Hong Kong profits tax is accrued at 16.5% of estimated assessable profits for the nine months ended September 30, 2019, consistent with the prior year - For the nine months ended September 30, 2019, Hong Kong profits tax was provided at **16.5%** of the estimated assessable profits, consistent with the 2018 tax rate[33](index=33&type=chunk) [Dividend Policy](index=8&type=section&id=Dividend%20Policy) No dividends were paid or declared by the company for the nine months ended September 30, 2019 - No dividends were paid or declared by the Company for the nine months ended September 30, 2019[34](index=34&type=chunk) [Loss Per Share Analysis](index=9&type=section&id=Loss%20Per%20Share%20Analysis) Basic loss per share was 2.45 HK cents for the nine months and 1.91 HK cents for the three months ended September 30, 2019, with diluted loss per share being identical due to no potential dilutive ordinary shares Loss Per Share (Three and Nine Months Ended September 30) | Metric | Three Months Ended Sep 30 (2019) | Three Months Ended Sep 30 (2018) | Nine Months Ended Sep 30 (2019) | Nine Months Ended Sep 30 (2018) | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousand) | (6,649) | (373) | (8,540) | (7,829) | | Weighted average number of ordinary shares in issue (thousand shares) | 348,835 | 320,000 | 348,835 | 320,000 | | Basic loss per share (HK cents) | (1.91) | (0.12) | (2.45) | (2.45) | - Diluted loss per share was identical to basic loss per share for the three and nine months ended September 30, 2019 and 2018, as there were no potential dilutive ordinary shares[39](index=39&type=chunk) Business Review [Hong Kong Restaurant Operations](index=10&type=section&id=Hong%20Kong%20Restaurant%20Operations) The Group operates multi-brand full-service restaurants in Hong Kong, with one new opening and one renovation during the period, totaling 13 restaurants as of September 30, 2019 - The Group primarily operates full-service restaurants under various brands in Hong Kong, offering high-quality Japanese, Thai, Vietnamese, Shanghainese, and Italian cuisines[42](index=42&type=chunk) - During the review period, the Group opened a new restaurant, Gaa Siu Hoi (Olympian City), which commenced operations on **September 20, 2019**[43](index=43&type=chunk) - Mango Tree (Kowloon) restaurant temporarily ceased operations for approximately **two weeks** for renovation[43](index=43&type=chunk) - As of September 30, 2019, the Group operated a total of **thirteen restaurants** in Hong Kong, comprising **five self-owned brands** and **three franchised or sub-licensed brands**[43](index=43&type=chunk) [China Market Investment and Services](index=10&type=section&id=China%20Market%20Investment%20and%20Services) During the period, the Group invested in a new restaurant operating company in Guangzhou with a 15.0% minority stake, and as of September 30, 2019, it had invested in three restaurants in China, providing management consulting services - During the review period, the Group acquired a **15.0% minority equity interest** in a restaurant operating company in Guangzhou (Guangzhou Mango Tree Lipo Catering Co., Ltd.), which commenced operations on **September 25, 2019**[44](index=44&type=chunk) - As of September 30, 2019, the Group had invested in a total of **three restaurants** in China, holding minority equity interests in their respective operating companies while also providing restaurant management consulting services[44](index=44&type=chunk) [Future Expansion Plans and Strategic Adjustments](index=10&type=section&id=Future%20Expansion%20Plans%20and%20Strategic%20Adjustments) Due to deteriorating economic conditions in Hong Kong and global uncertainties, the Group will temporarily halt all expansion plans in Hong Kong and cautiously explore new restaurant opportunities in China through minority equity investments - The Group observed signs of a deteriorating Hong Kong economy, impacting consumer sentiment, reducing tourist arrivals, and facing operational challenges due to global economic uncertainties[45](index=45&type=chunk) - Consequently, the Group will temporarily suspend all expansion plans in Hong Kong[45](index=45&type=chunk) - Given the improved performance of restaurants invested in China, the Group will actively and diligently seek opportunities and cautiously consider opening and managing new restaurants in China through minority equity investments[45](index=45&type=chunk) Management Discussion and Analysis [Financial Performance Overview](index=11&type=section&id=Financial%20Performance%20Overview) The Group's revenue for the nine months ended September 30, 2019, slightly increased by 2.4% to HKD 263.2 million, with a reduced loss of HKD 7.9 million, driven by new restaurant openings and operational efficiencies - Approximately **99.6%** of the Group's revenue was generated from operating Hong Kong restaurants, and approximately **0.4%** from pre-opening consulting and restaurant management services[48](index=48&type=chunk) - For the nine months ended September 30, 2019, the Group's revenue slightly increased by approximately **2.4%** from **HKD 257.0 million** to approximately **HKD 263.2 million**[48](index=48&type=chunk) - The flat revenue was due to an increased number of restaurants operating throughout the review period compared to the same period in 2018, partially offset by revenue declines in certain restaurants due to challenging external conditions[48](index=48&type=chunk) - For the nine months ended September 30, 2019, the Group recorded a loss of approximately **HKD 7.9 million**, a reduction from the loss of approximately **HKD 12.3 million** in the same period of 2018, primarily due to increased full operating periods for some restaurants and reduced pre-opening expenses[69](index=69&type=chunk) [Revenue by Cuisine Type](index=11&type=section&id=Revenue%20by%20Cuisine%20Type) For the nine months ended September 30, 2019, Japanese and Shanghainese restaurant revenues grew significantly by 15.6% and 16.0% respectively, while Vietnamese, Thai, and Italian cuisines saw declines Restaurant Operating Revenue by Cuisine Type (Nine Months Ended September 30) | Cuisine Type | 2019 Revenue (HKD thousand) | % of Total Revenue (%) | 2018 Revenue (HKD thousand) | % of Total Revenue (%) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Vietnamese | 57,543 | 22.0 | 61,352 | 24.2 | -6.4% | | Thai | 55,718 | 21.2 | 59,537 | 23.5 | -6.4% | | Japanese | 65,953 | 25.2 | 57,076 | 22.5 | +15.6% | | Shanghainese | 53,740 | 20.5 | 46,286 | 18.2 | +16.0% | | Italian | 29,108 | 11.1 | 29,443 | 11.6 | -1.0% | | **Total** | **262,062** | **100.0%** | **253,694** | **100.0%** | **+3.3%** | - Revenue from Japanese restaurants increased by **15.6%**, primarily because Bamboo Japanese Cuisine operated for a full nine months in 2019, compared to just over six months in the corresponding period of 2018[54](index=54&type=chunk) - Revenue from Shanghainese restaurants increased by **16.0%**, mainly due to the revenue contribution from Shi Li Yang Chang restaurant, which had a full nine months of operation in the corresponding period of 2019[55](index=55&type=chunk) [Cost of Inventories Sold](index=13&type=section&id=Cost%20of%20Inventories%20Sold) Cost of inventories consumed, primarily food and beverage ingredients, was approximately HKD 66.7 million for the nine months ended September 30, 2019, representing 25.4% of total restaurant revenue Cost of Inventories Sold (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | % of Total Restaurant Revenue (2019) | % of Total Restaurant Revenue (2018) | | :--- | :--- | :--- | :--- | :--- | | Cost of inventories consumed | 66.7 | 65.4 | 25.4% | 25.8% | - Management places high importance on balancing food costs and food quality to maintain a relatively stable percentage of food costs to revenue[59](index=59&type=chunk) [Staff Costs](index=13&type=section&id=Staff%20Costs) Staff costs, a major operating expense, increased by 3.7% to HKD 94.3 million for the nine months ended September 30, 2019, due to full operations and new restaurant openings, with further increases anticipated Staff Costs (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Staff costs | 94.3 | 90.9 | +3.7% | - The increase in staff costs was primarily due to all **twelve restaurants** operating with full teams throughout the review period, and the opening of a new restaurant in late September 2019[60](index=60&type=chunk) - Directors anticipate that staff costs may continue to increase and will mitigate pressure through prioritizing internal transfers, enhancing staff productivity, and implementing employee retention measures[60](index=60&type=chunk) [Depreciation and Amortization](index=13&type=section&id=Depreciation%20and%20Amortization) Depreciation and amortization amounted to approximately HKD 58.1 million for the nine months ended September 30, 2019, primarily due to increased right-of-use asset amortization from HKFRS 16 adoption and new lease agreements Depreciation and Amortization (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | | :--- | :--- | :--- | | Depreciation and amortization | 58.1 | 56.6 | - The increase in expenses was mainly due to increased amortization of right-of-use assets following the renewal of lease and license agreements for **two restaurants** during the review period, and the commencement of a new lease agreement for Gaa Siu Hoi (Olympian City) restaurant[61](index=61&type=chunk) [Rental Expenses](index=13&type=section&id=Rental%20Expenses) Rental expenses for the nine months ended September 30, 2019, decreased by 13.8% to approximately HKD 5.6 million, mainly due to lower turnover rent from reduced revenue in certain restaurants Rental Expenses (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Rental expenses | 5.6 | 6.5 | -13.8% | - The decrease in rental expenses was primarily due to reduced turnover rent, resulting from lower revenue in certain restaurants during the review period[62](index=62&type=chunk) [Utilities Expenses](index=14&type=section&id=Utilities%20Expenses) Total utilities expenses for the nine months ended September 30, 2019, remained stable at approximately HKD 7.1 million compared to the prior year Utilities Expenses (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | | :--- | :--- | :--- | | Utilities expenses | 7.1 | 7.1 | [Other Operating Expenses](index=14&type=section&id=Other%20Operating%20Expenses) Other operating expenses decreased by 3.9% to HKD 29.5 million, mainly due to fewer new restaurant openings and relocations, leading to reduced pre-opening expenses compared to the prior year Other Operating Expenses (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Other operating expenses | 29.5 | 30.7 | -3.9% | - The decrease in other operating expenses was primarily due to fewer new restaurant openings and relocations, resulting in reduced pre-opening expenses during the review period compared to the same period in 2018[66](index=66&type=chunk) [Income Tax Expense](index=14&type=section&id=Income%20Tax%20Expense) Income tax expense decreased to HKD 1.8 million for the nine months ended September 30, 2019 Income Tax Expense (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | | :--- | :--- | :--- | | Income tax expense | 1.8 | 2.1 | [Finance Costs](index=14&type=section&id=Finance%20Costs) Finance costs decreased to HKD 3.9 million for the nine months ended September 30, 2019, primarily due to reduced interest expense on lease liabilities Finance Costs (Nine Months Ended September 30) | Metric | 2019 (HKD million) | 2018 (HKD million) | | :--- | :--- | :--- | | Finance costs | 3.9 | 4.8 | - The Group's finance costs decreased primarily due to reduced interest expense on lease liabilities[68](index=68&type=chunk) [Future Outlook and Strategy](index=15&type=section&id=Future%20Outlook%20and%20Strategy) The Group will adopt a more conservative expansion strategy, suspending Hong Kong plans and reallocating funds to restaurant operations and China market investments, while actively seeking opportunities in China - Given recent unfavorable economic changes, the Group will adopt a more conservative and cautious approach to its expansion plans, temporarily suspending all expansion initiatives in Hong Kong[72](index=72&type=chunk) - The Group will actively and diligently seek appropriate opportunities and cautiously consider opening and managing new restaurants in China through minority equity investments[72](index=72&type=chunk) - The **HKD 3.4 million** net unutilized proceeds originally earmarked for opening restaurants in Hong Kong will be reallocated: **HKD 2.4 million** for the Group's restaurant operations and **HKD 1.0 million** for minority equity investment in a restaurant or for developing management and consulting services in China[73](index=73&type=chunk) - The Group will leverage its F&B industry knowledge and experience to focus more on seeking business opportunities for developing pre-opening consulting and management consulting services in China, aiming to expand growth potential and reduce operational risks in Hong Kong[74](index=74&type=chunk) Corporate Governance and Other Information [Directors' and Chief Executive's Interests in Shares](index=16&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares) As of September 30, 2019, Mr. Kwan Wing Kuen, Mr. Kwok Chi Po, and Mr. Leung Chi Tin held shares in the company, with stakes of 16.67%, 4.00%, and 23.50% respectively, primarily through controlled corporations Directors' and Chief Executive's Interests in Shares (As of September 30, 2019) | Name | Capacity/Nature of Interest | Number of Shares | Long/Short Position | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Kwan Wing Kuen | Interest in controlled corporation/Beneficial owner | 64,000,000 | Long Position | 16.67% | | Kwok Chi Po | Interest in controlled corporation | 15,362,400 | Long Position | 4.00% | | Leung Chi Tin | Interest in controlled corporation | 90,256,800 | Long Position | 23.50% | - Mr. Kwan Wing Kuen held **60,000,000 shares** through his wholly-owned Perfect Emperor Limited and beneficially owned **4,000,000 shares**[79](index=79&type=chunk) - Mr. Leung Chi Tin held shares through Sino Explorer Limited and Tung Hoi Global Limited, both controlled by companies wholly-owned by Mr. Leung[81](index=81&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=17&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the review period, neither the company nor its subsidiaries entered into any arrangements enabling directors to acquire benefits through shares or debentures of the company or any other corporation - At no time during the review period did the Company or any of its subsidiaries enter into any arrangements that would enable directors to acquire benefits by acquiring shares or debentures of the Company or any other corporation[87](index=87&type=chunk) [Substantial Shareholders' Interests in Shares](index=17&type=section&id=Substantial%20Shareholders'%20Interests%20in%20Shares) As of September 30, 2019, substantial shareholders, including Kwan Wai Ling, 1957 & Co. Limited, Tung Hoi Global Limited, Sino Explorer Limited, Chan Siu Wan, Leung Shuk Yee, Honbo Global Development Limited, Perfect Emperor Limited, and Poon Hok Ming, held shares through spousal interests or controlled corporations Substantial Shareholders' Interests in Shares (As of September 30, 2019) | Name/Company Name | Capacity/Nature of Interest | Number of Shares | Long/Short Position | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Kwan Wai Ling | Interest of spouse | 64,000,000 | Long Position | 16.67% | | 1957 & Co. Limited | Interest in controlled corporation | 90,256,800 | Long Position | 23.50% | | Tung Hoi Global Limited | Beneficial owner | 22,680,000 | Long Position | 5.91% | | Sino Explorer Limited | Beneficial owner | 67,576,800 | Long Position | 17.60% | | Chan Siu Wan | Interest of spouse | 90,256,800 | Long Position | 23.50% | | Leung Shuk Yee | Interest in controlled corporation | 19,764,000 | Long Position | 5.15% | | Honbo Global Development Limited | Beneficial owner | 19,764,000 | Long Position | 5.15% | | Perfect Emperor Limited | Beneficial owner | 60,000,000 | Long Position | 15.63% | | Poon Hok Ming | Interest of spouse | 19,764,000 | Long Position | 5.15% | - Ms. Kwan Wai Ling, spouse of Mr. Kwan, is deemed to be interested in the same number of shares held by Mr. Kwan[93](index=93&type=chunk) - 1957 & Co. Limited holds **100%** equity interest in Sino Explorer and Tung Hoi, and is therefore deemed to be interested in all shares held by them[94](index=94&type=chunk) [Share Option Scheme](index=18&type=section&id=Share%20Option%20Scheme) The Share Option Scheme, approved on November 6, 2017, aims to incentivize contributors to the Group and is valid for ten years, though no options have been granted as of September 30, 2019 - Shareholders approved the Share Option Scheme on **November 6, 2017**, to allow the Group to grant share options to selected participants as an incentive or reward for their contributions to the Group[98](index=98&type=chunk) - The Share Option Scheme will be valid for **ten years** from November 6, 2017, but as of September 30, 2019, no share options had been granted under the scheme[99](index=99&type=chunk)[100](index=100&type=chunk) [Dealings in Listed Securities](index=18&type=section&id=Dealings%20in%20Listed%20Securities) During the review period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[101](index=101&type=chunk) [Directors' Interests in Competing Businesses](index=18&type=section&id=Directors'%20Interests%20in%20Competing%20Businesses) During the review period, no directors or their associates engaged in or held interests in any business directly or indirectly competing with the Group's business - During the review period, no directors or their respective associates engaged in or held any interests in any business that directly or indirectly competes or may compete with the Group's business[102](index=102&type=chunk) [Corporate Governance Practices](index=19&type=section&id=Corporate%20Governance%20Practices) The Group is committed to high corporate governance standards, adopting and complying with all applicable code provisions of the GEM Listing Rules' Corporate Governance Code throughout the reporting period - The Group is committed to maintaining high standards of corporate governance and has adopted the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules[105](index=105&type=chunk) - The Company has complied with all applicable code provisions under the Corporate Governance Code throughout the relevant period[105](index=105&type=chunk) [Compliance Adviser's Interests](index=19&type=section&id=Compliance%20Adviser's%20Interests) Ascent Partners Corporate Finance Limited, the company's compliance adviser, and its directors, employees, or close associates hold no equity interests in the company or any Group member, other than for compliance advisory services - Ascent Partners Corporate Finance Limited or any of its directors, employees, or close associates hold no equity interests in the Company or any member of the Group, other than for providing compliance advisory services[106](index=106&type=chunk) [Code for Securities Transactions](index=19&type=section&id=Code%20for%20Securities%20Transactions) The company adopted the required standard of dealings from the GEM Listing Rules as its directors' code for securities transactions and a similar code for employees, with all directors confirming compliance during the review period - The Company has adopted the required standard of dealings set out in Rules 5.46 to 5.67 of the GEM Listing Rules as its own code of conduct for directors' securities transactions[107](index=107&type=chunk) - The Company has also adopted its own code of conduct for employees' securities transactions by reference to the required standard of dealings[107](index=107&type=chunk) - Following specific enquiries with all directors, each director confirmed compliance with the required standard of dealings during the review period[107](index=107&type=chunk) [Audit Committee and Review of Financial Information](index=19&type=section&id=Audit%20Committee%20and%20Review%20of%20Financial%20Information) The Audit Committee, comprising three independent non-executive directors, reviewed the third-quarter results ended September 30, 2019, confirming the condensed consolidated financial statements' preparation and disclosure align with applicable standards, though they remain unaudited - The Audit Committee, comprising **three independent non-executive directors**, reviewed the third-quarter results for the three and nine months ended September 30, 2019[108](index=108&type=chunk) - The Audit Committee believes that the condensed consolidated financial statements have been prepared in accordance with applicable accounting standards, GEM Listing Rules, and statutory provisions, and include adequate disclosures[108](index=108&type=chunk) - The condensed consolidated financial results for the three and nine months ended September 30, 2019, are unaudited and have not been audited or reviewed by the Company's auditors[109](index=109&type=chunk) [Events After the Reporting Period](index=20&type=section&id=Events%20After%20the%20Reporting%20Period) The directors are unaware of any significant disclosable events occurring after September 30, 2019, up to the date of this report - The directors are unaware of any significant disclosable events occurring after September 30, 2019, and up to the date of this report[113](index=113&type=chunk) [Dividend Recommendation](index=20&type=section&id=Dividend%20Recommendation) The Board of Directors does not recommend the payment of any dividends for the nine months ended September 30, 2019 - The Board of Directors does not recommend the payment of any dividends for the nine months ended September 30, 2019[113](index=113&type=chunk) [Material Acquisitions and Disposals](index=20&type=section&id=Material%20Acquisitions%20and%20Disposals) The Group made no material acquisitions or disposals of subsidiaries or associated companies during the nine months ended September 30, 2019 - For the nine months ended September 30, 2019, the Group had no material acquisitions or disposals of subsidiaries or associated companies[113](index=113&type=chunk) [Publication of Third Quarterly Results Report](index=20&type=section&id=Publication%20of%20Third%20Quarterly%20Results%20Report) The company's third quarterly results report, containing all information required by GEM Listing Rules, will be dispatched to shareholders and available on the HKEX and company websites - The Company's third quarterly results report, containing all information required by the GEM Listing Rules, will be dispatched to shareholders and available on the HKEX website and the Company's website[113](index=113&type=chunk) [Board Composition](index=20&type=section&id=Board%20Composition) As of the report date, the Board comprises executive directors Mr. Kwok Chi Po, Mr. Kwan Wing Kuen, Mr. Lau Ming Fai, and Mr. Leung Lik Hang, non-executive director Mr. Leung Chi Tin, and independent non-executive directors Mr. Hau Sze Ming, Mr. Ng Wai Hung, and Mr. Chan Kam Kwan - The executive directors are Mr. Kwok Chi Po, Mr. Kwan Wing Kuen, Mr. Lau Ming Fai, and Mr. Leung Lik Hang[114](index=114&type=chunk) - The non-executive director is Mr. Leung Chi Tin[114](index=114&type=chunk) - The independent non-executive directors are Mr. Hau Sze Ming, Mr. Ng Wai Hung, and Mr. Chan Kam Kwan[114](index=114&type=chunk)

1°57 &CO. 1957 & Co. (Hospitality) Limited (在開曼群島註冊成立之有限公司) 股份代號：8495 中期業績報告 2019 າມອບຕ່ວ ຖ້າ​ຂ້າ​ຂຶ້ r H | --- | |-------| | | | | | | | | | | | | | | monqo l TA KE 价 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位，乃為中小型公司提供一個上市的市場·此等公司相比超其他在聯交所上市的公司帶有較高投資風險・有意投 資的人士應了解投資該等公司的潛在風險,並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普邊為中小型公司，在GEM 買賣的證券可能會較於聯交所主板買賣的證券承受較大的市場波動風險，同 時無法保證在 GEM 買賣 的證券會有高流通量 的市場。 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報告之內容概不負責・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報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。 本報告的資料乃邊照《聯交所GEM證券上市規則》(「GEM上市規則 ...

1°57 &CO. 1957 & Co. (Hospitality) Limited (在開曼群島註冊成立之有限公司) 股份代號：8495 一季度業績報告 2019 第 monqo l - 国 | --- | |-------------------| | | | | | | | | | al O | | SHANGHAI 十里半場 | monqo t TA KE 价 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投資風險。有意投 資的人士應了解投資該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣的證券承受較大的市場波動風險，同 時無法保證在GEM買賣的證券會有高流通量的市場。 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報告之內容概不負責，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報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。 本報告的資料乃遵照《聯交所GEM證券上市規則 ...

1°57 &CO. 1957 & Co. (Hospitality) Limited (在開曼群島註冊成立之有限公司) 股份代號：8495 年報 2018 ພອບ​ປຸດ ​ l 博 | --- | |-----------------------| | | | | | | | g10 SHANGHAI 十里半場 | manqo tree TA KE 价 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位，乃為中小型公司提供一個上市的市場·此等公司相比超其他在主板上市的公司帶有較高投資風險・有意投資 的人士應了解投資該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普邊為中小型公司，在GEM 買賣的證券可能會較於主板買賣之證券承受較大的市場波動風險・同時無法 保證在 GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責·對其準確性或完整性亦不發表任何聲明·並明確表示概不就 因本報告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告的資料乃邊照《聯交所GEM證券上市規則》(「GEM上市規則」而刊 ...