新爱德集团(08412) - 2025 - 年度业绩

Corporate Information This section provides essential details about the company's governance structure, key personnel, and registration information Directors and Committees The Board of Directors includes Executive Directors Ms. Ma Liangping (Chairperson) and Ms. Liu Huijing (CEO), and Independent Non-executive Directors Dr. Chan Siu Fung, Mr. Hui Wai Hung, and Mr. Pang Chun Yu, with key committees chaired by INEDs to ensure governance independence - Ms. Ma Liangping was appointed Executive Director and Chairperson on May 30, 2025[130][132] - Ms. Liu Huijing serves as Executive Director and CEO, and a member of the Nomination Committee[131][133] - Mr. Pang Chun Yu chairs both the Audit Committee and Remuneration Committee, while Dr. Chan Siu Fung chairs the Nomination Committee[13][14] Company Details The company is registered in the Cayman Islands, with its Hong Kong head office located in China Huarong Tower, Wan Chai, and uses HSBC as its principal bank and BDO Limited as its auditor - The company's registered office is in the Cayman Islands, and its Hong Kong head office is on the 25th Floor, China Huarong Tower, Gloucester Road, Wan Chai[15][16] - The principal bankers are The Hongkong and Shanghai Banking Corporation Limited, and the auditor is BDO Limited[16][17] - The company's stock code is 8412, and its official website is www.new-amante.com[16](index=16&type=chunk)[17] Chairman's Statement This statement outlines the Group's business environment, strategic responses, financial performance, and future outlook Business Environment and Strategy The Group faces multiple challenges from Hong Kong's economic environment, northbound consumption trends, and declining consumer spending, prompting a cautious evaluation of restarting F&B operations in Hong Kong and active exploration of regional and business structure optimization, particularly in mainland China - The Group's business faces multiple challenges, including changes in the overall economic environment, northbound consumption trends, and a general decline in consumer spending power[20][22] - The Group will cautiously assess the feasibility of restarting restaurant and catering businesses in Hong Kong and actively explore adjustments and optimization of regional and business structures, especially by continuously expanding into the mainland China consumer market[20][22] - New business initiatives include launching bottled water supply in mainland China, restarting restaurant and bar operations, and exploring chain stores or online platforms in mainland China to build a diversified "product + channel" superimposed business model[23][26] Financial Performance Summary During the reporting period, Group revenue decreased by 56.5% to HK$38,838 thousand year-on-year, but net loss significantly narrowed by 77.9% to HK$3,822 thousand, primarily due to reduced operating expenses from the closure of nightclub FAYE, reversal of trade receivables, and disposal of Wanchai Amante Shop 2025 and 2024 Key Financial Data Comparison | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | Change Rate | Source | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | -50,407 | -56.5% | chunk_num:[21, 22] | | Net Loss | 3,822 | 17,321 | -13,499 | -77.9% | chunk_num:[21, 22] | - The improvement in net loss is mainly due to reduced operating expenses such as marketing and staff costs following the closure of nightclub "FAYE", the reversal of trade receivables written off in the prior period, and reduced property rental and related expenses from the disposal of Wanchai Amante Shop[21][22] Future Outlook and Acknowledgement The Board remains cautiously optimistic about the Group's prospects, aiming to strengthen core business competitiveness, adjust strategies to market changes, and create sustainable shareholder value through optimized resource allocation, improved operational efficiency, and innovative business models, focusing on profitability and operational resilience - The Board remains cautiously optimistic about the Group's prospects, committed to strengthening core business competitiveness and adjusting strategies to adapt to market changes[24][26] - The Group will combine business development strategies and specific pathways to provide diversified value-added products and services, explore new business opportunities, and expand its business and product portfolio[24][26] - Management will create sustainable value for shareholders by optimizing resource allocation, enhancing operational efficiency, and innovating business models, focusing on improving profitability and strengthening operational resilience[24][26] Financial Highlights This section provides a concise overview of the Group's key financial performance indicators for the reporting period Key Financial Information For the year ended May 31, 2025, the Group's revenue was HK$38,838 thousand, a 56.5% decrease year-on-year, while loss and total comprehensive income for the year was HK$3,822 thousand, a 77.9% decrease year-on-year, with no dividend payment recommended by the Board 2025 and 2024 Key Financial Information | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | -56.5% | | Changes in inventories | (25,946) | (27,714) | -6.4% | | Depreciation of property, plant and equipment | (2,805) | (5,589) | -49.8% | | Depreciation of right-of-use assets | (6,159) | (14,185) | -56.6% | | Reversal of trade receivables written off | 2,226 | – | N/A | | Write-off of trade and other receivables | – | (5,571) | N/A | | Loss before income tax | (1,751) | (16,118) | -89.1% | | Loss and total comprehensive income for the year | (3,822) | (17,321) | -77.9% | - The decrease in revenue is primarily due to the cessation of operations of the nightclub "FAYE" on August 4, 2024, upon lease expiry[31][34] - The reduction in loss and total comprehensive income is mainly attributable to decreased operating expenses following the closure of nightclub "FAYE", the reversal of trade receivables written off in the prior period, and reduced property rental and related expenses from the disposal of Wanchai Amante Shop[32][34] - The Board does not recommend the payment of any dividend for the reporting period (2024: nil)[33][35] Management Discussion and Analysis This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, and future strategies Business Review During the reporting period, the Group primarily engaged in club and entertainment operations and catering services, experiencing a significant 56.5% decline in club and entertainment business revenue due to the closure of nightclub Faye upon lease expiry and the disposal of Wanchai Amante Shop - The Group's principal businesses include operating club and entertainment operations and catering services[37][40] - Nightclub Faye ceased operations on August 4, 2024, upon lease expiry, and Wanchai Amante Shop was disposed of at the end of April 2025[39][42] Revenue Change in Club and Entertainment Business | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue from club and entertainment operations | 38,838 | 89,245 | -50,407 | -56.5% | Financial Review This section details changes in revenue, inventory, other income and gains, advertising and marketing expenses, employee benefits expenses, depreciation, and other expenses, concluding with a significant improvement in loss before income tax and loss for the year 2025 and 2024 Key Financial Indicators Change | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | Source | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | -50,407 | -56.5% | chunk_num:[46, 48] | | Changes in inventories | (25,946) | (27,714) | 1,768 | -6.4% | chunk_num:[47, 49] | | Other income and gains | 9,940 | 4,283 | 5,657 | +132.1% | chunk_num:[51, 54] | | Advertising and marketing expenses | (1,554) | (14,650) | 13,096 | -89.4% | chunk_num:[52, 55] | | Employee benefits expenses | (9,032) | (20,809) | 11,777 | -56.6% | chunk_num:[53, 56] | | Total depreciation | (8,964) | (19,774) | 10,810 | -54.7% | chunk_num:[57, 61] | | Other expenses | (7,292) | (20,323) | 13,031 | -64.1% | chunk_num:[58, 62] | | Loss before income tax | (1,751) | (16,118) | 14,367 | -89.1% | chunk_num:[59, 63] | | Loss and total comprehensive income for the year | (3,822) | (17,321) | 13,499 | -77.9% | chunk_num:[60, 64] | - The increase in other income and gains is mainly due to gains on disposal of certain subsidiaries and reversal of other payables[51][54] - The significant reduction in advertising and marketing expenses, employee benefits expenses, depreciation, and other expenses is primarily attributable to the cessation of operations of nightclub "Faye" and the disposal of Wanchai Amante Shop[52][53][55][56][57][58][61][62] Financial Position, Liquidity and Financial Resources During the reporting period, the Group's operating activities shifted from net cash inflow to a net cash outflow of HK$5,099 thousand, with cash and bank balances of approximately HK$1,549 thousand as of May 31, 2025, and an improved current ratio of 1.06 and a debt-to-equity ratio of 13.6% 2025 and 2024 Liquidity Indicators | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Source | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (5,099) | 5,885 | -10,984 | chunk_num:[65, 69] | | Cash and bank balances | 1,549 | 1,816 | -267 | chunk_num:[66, 69] | | Current ratio | 1.06 | 0.68 | +0.38 | chunk_num:[66, 69] | | Debt-to-equity ratio | 13.6% | 0% | +13.6% | chunk_num:[66, 69] | - The shift in operating cash flow is mainly due to a decrease in trade and other payables and contract liabilities[65][69] - The improvement in the current ratio is primarily due to a decrease in trade and other payables resulting from the disposal of certain subsidiaries and the cessation of operations of nightclub "Faye", as well as a reduction in amounts due to non-controlling interests and other borrowings[66][69] Auditor's Disclaimer of Opinion The auditor issued a disclaimer of opinion on the Group's consolidated financial statements for the year ended May 31, 2025, primarily due to going concern issues, as the Group recorded a net loss and limited cash balance, coupled with a significant revenue decline from nightclub closure and cigar shop disposal, raising substantial uncertainty about its ability to continue as a going concern - The auditor has issued a disclaimer of opinion on the Group's consolidated financial statements for the reporting period, which arose entirely from the Group's going concern issues[67][70] - The net loss is mainly due to the cessation of the nightclub business after its lease expired, a business that had contributed higher profit margins to the Group in previous years[68][71] - The Group recorded a net loss of HK$3,822 thousand, with cash and cash equivalents of only HK$1,549 thousand, and a significant 56.5% decrease in revenue due to the nightclub closure and cigar shop disposal, indicating material uncertainty[237][240] Proposed Measures and Business Adjustments To address going concern issues, Group management is optimistic about working capital for the next 18 months and has implemented/will implement measures including shareholder loan financing, director financial support, strict cost control, adjusting existing Hong Kong businesses, and actively expanding new businesses in mainland China such as bottled water supply, sparkling wine/spirits, restarting restaurants, and exploring tea beverages - The Group has entered into a 24-month loan financing agreement with a shareholder for HK$20,000,000 to support liquidity needs[74] - From June to August 2025, the Group received financial support of approximately HK$2,400,000 from a director[74] - The Group will continue to implement strict cost control measures, closely monitoring and reducing operating and administrative costs and expenses[73][74] - New business initiatives include launching bottled water supply in China, exploring cooperation with Chinese wineries to introduce sparkling and health wines, acquiring a 51% equity interest in a Chengdu restaurant bar (with the remaining 49% now acquired), and researching the development of tea beverages and related businesses[77][79][84][252][253][254] - Adjustments to existing Hong Kong businesses include the disposal of Wanchai Amante Shop, exploring relocation of Amante House to reduce costs, and closely monitoring LKF Lounge operations, potentially introducing new products[80] Capital Structure As of May 31, 2025, equity attributable to owners of the Company was approximately HK$8,681 thousand, an increase from HK$4,313 thousand in 2024, as the Group raised approximately HK$9,250 thousand net proceeds in September 2024 through new share subscriptions, used for loan repayment and general working capital Equity Attributable to Owners of the Company | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 8,681 | 4,313 | 4,368 | +101.3% | - On September 24, 2024, the Company entered into a subscription agreement with a subscriber to subscribe for 20,370,000 shares at HK$0.46 per share, raising net proceeds of approximately HK$9,250 thousand[93][94] - The net proceeds were fully utilized to repay loans of approximately HK$3,100 thousand and for the Group's general working capital of approximately HK$6,150 thousand[94][98] Events After the Reporting Period Subsequent to the reporting period, the Group completed the acquisition of full equity in a Chengdu restaurant bar in August 2025, making it a wholly-owned subsidiary, and the consideration for the disposal of Wanchai Amante Shop will be settled by offsetting future procurement payments - The Group completed the acquisition of the entire equity interest in a Chengdu restaurant bar in August 2025, making it a wholly-owned subsidiary of the Group[95][99] - The consideration of HK$1,800,000 for the disposal of Wanchai Amante Shop will be settled by offsetting future procurement payments made by the Group to the former shareholder of the Company[96][99] Principal Risks and Uncertainties Key risks faced by the Group include intense competition in Hong Kong's F&B and entertainment sectors, fluctuating property lease costs, and reliance on a single largest supplier, with the Board closely monitoring expansion plans and continuously reviewing business objectives and strategies to address market uncertainties - The Hong Kong F&B and entertainment industry is highly competitive, and expanding the store network faces multiple risks including site selection, lease agreements, government approvals, personnel recruitment, customer demand, and economic conditions[101] - All of the Group's properties are leased or licensed, exposing it to risks of commercial real estate market fluctuations, rent increases, and non-renewal of leases, which could lead to decreased sales and relocation costs[103] - The Group's purchases from its largest supplier account for approximately 57.2% of total purchases, and any reduction or cessation of supply could lead to operational disruptions and increased costs[103] - Directors will closely monitor the progress of expansion plans and continuously review and evaluate business objectives and strategies to promptly address business risks and market uncertainties[104][110] Other Financial and Operational Information During the reporting period, the Group held no significant investments, undertook no major acquisitions or disposals of subsidiaries (other than disclosed), paid no dividends, and faced no significant foreign exchange risk as most transactions were HKD-denominated; the Group had no significant capital commitments or contingent liabilities but was involved in potential litigation, with employee numbers decreasing and remuneration policy aiming to attract and motivate talent - During the reporting period, the Group held no significant investments and did not undertake any significant acquisitions or disposals of subsidiaries (other than those disclosed)[105][106][111][112] - The Group neither paid nor declared any dividends during the reporting period, and as most transactions are denominated in Hong Kong Dollars, it did not face significant foreign exchange risk[107][108][113][114] - As of May 31, 2024 and 2025, the Group had no capital commitments or significant contingent liabilities, but was involved in potential litigation[109][115][117][118] Employee Numbers and Benefits Expenses | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Number of employees | 86 | 149 | -63 | -42.3% | | Employee benefits expenses (HK$ thousand) | 9,032 | 20,809 | -11,777 | -56.6% | - The Group's remuneration policy aims to ensure that compensation is competitive, aligned with job responsibilities, and effective in attracting, retaining, and motivating employees[120][124] Outlook Company management is committed to exploring new opportunities and business models in consumer sectors like food and beverages, integrating these new ventures with existing operations, and will progressively implement strategic adjustments along three main lines to enhance profitability and operational resilience - Company management is committed to exploring new opportunities and business models in consumer sectors such as food and beverages across various regions, and integrating these new businesses with the Group's existing operations[125] - The Group will progressively implement strategic adjustments along three main lines: "Hong Kong to mainland China integration", "from relatively single category to gradual diversification", and "from products to superimposed channels"[127][128] - The Group will create sustainable value for shareholders by optimizing resource allocation, enhancing operational efficiency, and innovating business models, focusing on improving profitability and strengthening operational resilience[127][128] Biographical Details of Directors This section provides detailed biographical information for the Company's Executive and Independent Non-executive Directors Executive Directors Ms. Ma Liangping was appointed Executive Director and Chairperson on May 30, 2025, bringing extensive experience in corporate governance, financial management, and brand building, while Ms. Liu Huijing, appointed Executive Director and CEO on April 3, 2023, has rich experience in entertainment, brand promotion, and business management - Ms. Ma Liangping was appointed Executive Director and Chairperson on May 30, 2025, and has been with Sichuan Ruifeng Investment Management Group Co., Ltd. since 2008, responsible for hotel and fast-moving consumer goods sales management[130][132] - Ms. Liu Huijing was appointed Executive Director on April 3, 2023, currently serves as CEO, and previously worked at New Bright International Group Limited, responsible for high-end luxury brand marketing and brand management[131][133] Independent Non-executive Directors Dr. Chan Siu Fung, appointed November 22, 2024, has extensive experience in public policy, law, and strategic research; Mr. Pang Chun Yu, appointed January 22, 2021, is a Fellow of the Hong Kong Institute of Certified Public Accountants; and Mr. Hui Wai Hung, appointed February 16, 2021, has over six years of experience in the retail and F&B industries - Dr. Chan Siu Fung was appointed Independent Non-executive Director on November 22, 2024, holds a Doctor of Laws degree, and possesses extensive experience in public policy, law, strategic research, administrative management, financial investment, corporate governance, and business cooperation[134][137] - Mr. Pang Chun Yu was appointed Independent Non-executive Director on January 22, 2021, is a Fellow of the Hong Kong Institute of Certified Public Accountants, and previously served as Financial Controller of Guangshang Culture Hong Kong Limited and Financial Manager of Television Broadcasts Limited[145][147] - Mr. Hui Wai Hung was appointed Independent Non-executive Director on February 16, 2021, holds a Bachelor's degree in Accounting and Finance, and has over six years of experience in the retail and food and beverage industries[146][147] Corporate Governance Report This report details the Company's commitment to maintaining high standards of corporate governance, including its practices, board structure, committee functions, and compliance with regulatory requirements Corporate Governance Practices and Structure The Company is committed to high corporate governance standards, adopting the Corporate Governance Code, with deviations during the period (Nomination Committee gender composition and combined Chairman/CEO roles) having been rectified, and the Board responsible for strategy, performance monitoring, and risk management, supported by Audit, Remuneration, and Nomination Committees - The Company has complied with the Corporate Governance Code throughout the reporting period, with deviations from newly effective Code Provisions B.3.5 (gender composition of the Nomination Committee) and C.2.1 (separation of Chairman and Chief Executive roles) having been rectified[150][151][152][155] - The Board is responsible for formulating strategies, monitoring performance, and managing risks, and has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, each fulfilling its duties according to its terms of reference[158][161] - The Company's management provides quarterly updates to the Board to fulfill its duties and provides important updates to the Board as early as possible[153][156] Board of Directors As of May 31, 2025, the Board comprises five directors, including two executive and three independent non-executive directors, responsible for leading the company and its strategic development to shareholders, with all directors complying with securities dealing codes and meeting GEM Listing Rules requirements for independent non-executive directors - As of May 31, 2025, the Board of Directors comprises five directors: Ms. Ma Liangping (Chairperson), Ms. Liu Huijing (Chief Executive Officer), Dr. Chan Siu Fung, Mr. Hui Wai Hung, and Mr. Pang Chun Yu[163] - The Board is responsible for leading the Company, collectively driving the Group's success through guidance and oversight of its affairs, and is accountable to the Company's shareholders for the Group's strategic development[166][167] - All Directors have confirmed their compliance with the Model Code for Securities Transactions by Directors[159][162] - The Company has three Independent Non-executive Directors, with at least one possessing appropriate financial management expertise, in compliance with the GEM Listing Rules[173] Board Committees The Company has Remuneration, Nomination, and Audit Committees, with the Remuneration Committee setting compensation policy, the Nomination Committee reviewing board composition and director appointments, and the Audit Committee overseeing internal control systems and financial reporting, all chaired by Independent Non-executive Directors to ensure independence - The Remuneration Committee, established on March 14, 2017, is responsible for monitoring the remuneration policy and structure for all Directors and senior management, ensuring competitive and effective incentives for employees[188][189][192][194] - The Nomination Committee, established on March 14, 2017, is responsible for reviewing the Board's composition, making recommendations on director appointments and succession planning, assessing the independence of Independent Non-executive Directors, and reviewing the Board Diversity Policy[203][208] - The Audit Committee, established on March 14, 2017, is responsible for reviewing the Group's financial information, reviewing the relationship and terms of engagement with external auditors, and reviewing the Company's financial reporting system, internal control system, and risk management system[215][217] - As of May 31, 2025, the Remuneration Committee, Nomination Committee, and Audit Committee are all chaired by Independent Non-executive Directors[194][214][217] Key Governance Policies The Company has adopted a dividend policy to guide dividend distribution, considering financial performance, working capital, and economic conditions, while the Board and Audit Committee maintain sound internal control and risk management systems, reviewing their effectiveness annually, and the Audit Committee has reviewed the auditor's disclaimer of opinion and agreed with management's proposed going concern measures - The Company has adopted a dividend policy, where the Board considers factors such as the Group's actual and expected financial performance, working capital needs, capital expenditure requirements, and future expansion plans when deciding whether to recommend and determine the amount of dividends[221][222] - The Board and Audit Committee are responsible for maintaining a sound and effective internal control system to safeguard the Group's assets and shareholders' interests, and annually review and monitor the effectiveness of the Company's internal control and risk management systems[225][227] - The Audit Committee has thoroughly reviewed the auditor's disclaimer of opinion, management's position on the disclaimer, and the proposed measures taken by the Group to address the disclaimer, and has agreed with management's position[255][260] - The Board believes the proposed measures are feasible and sufficient to resolve the disclaimer of opinion, anticipating that the disclaimer may be withdrawn in the next auditor's report or that the financial position will improve[256][260] Auditor and Compliance The Company has established procedures for handling and disseminating inside information, ensuring timely, fair, accurate, true, and complete disclosure, with the Company Secretary ensuring board procedures compliance and facilitating communication, and BDO Limited serving as the Group's auditor, whose appointment and non-audit functions are reviewed by the Audit Committee, while all directors engage in continuous professional development - The Group has established procedures and internal controls for handling and disseminating inside information, ensuring timely, fair, accurate, true, and complete disclosure of information[265][269] - Ms. Sun Rui, the Company Secretary, is responsible for ensuring compliance with Board procedures and facilitating communication among Directors, and with shareholders and management, having received no less than 15 hours of relevant professional training[270][271][272] Auditor's Remuneration | Service Type | Fee (HK$ thousand) | | :--- | :--- | | Audit services | 600 | | Total | 600 | - Except for Ms. Ma Liangping, who was appointed on May 30, 2025, all existing Directors have participated in continuous professional development and/or induction to develop and update their knowledge and skills[277][278] Shareholder Communication The Company is committed to high transparency, updating shareholders on business developments and financial performance through annual, interim, and quarterly reports, and its corporate website, while shareholders can request extraordinary general meetings or nominate directors according to the Articles of Association and submit written inquiries to the Board via email or post - The Company updates shareholders on the latest business developments and financial performance through annual, interim, and quarterly reports, as well as its corporate website (www.new-amante.com)[286](index=286&type=chunk)[290] - Shareholders holding not less than 10% of the voting rights can request an extraordinary general meeting in accordance with Article 64 of the Articles of Association[289][292] - Shareholders can nominate individuals for election as Directors in accordance with Article 113 of the Articles of Association[294][296] - Shareholders can submit written inquiries to the Board via email at info@new-amante.com or by post[295][297] Environmental, Social and Governance Report This report outlines the Group's commitment and performance in environmental, social, and governance aspects, adhering to relevant guidelines and stakeholder expectations Report Overview and Governance This ESG report, prepared under Appendix C2 of the GEM Listing Rules, covers the Group's club, entertainment, and restaurant operations in Hong Kong, with the Board holding overall responsibility for ESG strategy and reporting, and management executing and monitoring, while annual materiality assessments identify significant ESG issues - This Environmental, Social and Governance Report is prepared in accordance with the "Environmental, Social and Governance Reporting Guide" set out in Appendix C2 of the GEM Listing Rules, covering the Group's club, entertainment, and restaurant business operations in Hong Kong[299][301][304][321][326] - The Board holds overall responsibility for the Company's environmental, social, and governance strategy and reporting, as well as monitoring and managing ESG-related risks[305][308] - The Group conducts annual materiality assessments, through interviews and surveys with internal and external stakeholders, to identify environmental, social, and operational issues that have a significant impact on the Company's business and stakeholders' concerns[310][311][315][331][334] - During the reporting period, the Group had no members involved in any material breaches or non-compliance with any applicable environmental laws or regulations, or laws or regulations related to employment, employee health and safety, labor standards, product and service responsibility, or corruption that would have a significant impact on the Company or the Group[307][312] Stakeholder Engagement and Materiality The Group engages with stakeholders including shareholders, government, employees, customers, suppliers, and the public through various channels to understand their expectations and concerns, integrating feedback into decision-making, with a materiality assessment identifying 24 key ESG issues such as GHG emissions, energy/water consumption, employee welfare, OHS, supply chain management, customer privacy, and anti-corruption - The Group interacts with stakeholders including shareholders, government and regulatory authorities, employees, customers, suppliers, society, and the public through online and offline communication channels to understand their expectations and key concerns[327][329] - The materiality assessment identified 24 ESG issues, covering greenhouse gas emissions, energy consumption, employee benefits, occupational health and safety, training and development, supply chain management, customer privacy, anti-corruption, and community investment[332][334] - The Group has set ESG-related targets and regularly reviews progress to provide strategic direction for all operations[317][323] Environmental Performance The Group's club, entertainment, and restaurant operations generate noise, light, gas, and GHG emissions, with strict compliance to environmental regulations and measures to reduce emissions and resource consumption; during the reporting period, total GHG emissions and energy/water consumption intensity significantly decreased, with a target to reduce emissions by 5% by 2028, and the Group also addresses climate change risks with response plans - The Group primarily operates club, entertainment, and restaurant businesses in Hong Kong, with associated emissions including noise, light, gas, and greenhouse gas emissions[342][348] 2025 and 2024 Greenhouse Gas Emissions Data | Environmental Indicator | Unit | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Direct emissions (Scope 1) | tonnes CO2e | 0.1 | 0.2 | -50.0% | | Indirect emissions (Scope 2) | tonnes CO2e | 54.6 | 142.2 | -61.6% | | Other indirect emissions (Scope 3) | tonnes CO2e | 0.2 | 10.5 | -98.1% | | Total GHG emissions | tonnes CO2e | 54.9 | 152.9 | -64.0% | | GHG emissions intensity | tonnes CO2e/HK$ million revenue | 1.4 | 1.7 | -17.6% | - The Group has set a target to reduce Scope 1, Scope 2, and Scope 3 greenhouse gas emissions intensity by 5% by 2028, and is currently making progress[364] 2025 and 2024 Resource Consumption Data | Resource Consumption | Unit | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Electricity consumption | kWh | 91,032 | 215,446 | -57.8% | | Gas consumption | kWh | – | 487 | -100.0% | | Total energy consumption | kWh | 91,032 | 215,933 | -57.9% | | Energy consumption intensity | kWh/HK$ million revenue | 2,343.9 | 2,426.2 | -3.4% | | Water consumption | cubic meters | 251 | 1,475 | -83.0% | | Water consumption intensity | cubic meters/HK$ million revenue | 6.5 | 16.6 | -60.8% | - The Group has set a target to reduce energy consumption intensity and water consumption intensity by 5% by 2028, and is currently making progress[386] - The Group has increased its awareness of climate change risks and regularly reviews global and local government policies, regulatory updates, and market trends to identify potential climate-related risks[393][395][397] Social Performance The Group is committed to providing a fair, safe, and respectful employment environment, prohibiting discrimination and offering competitive compensation, though employee numbers decreased and turnover increased during the reporting period; the Group follows occupational safety and health guidelines, ensures workplace safety, provides training, strictly adheres to labor standards, and prioritizes product/service quality, cost, and supplier ESG attitudes in supply chain management, with clear policies on product responsibility, data privacy, and intellectual property protection - The Group is an equal opportunity employer, prohibiting any discrimination based on age, gender, race, color, sexual orientation, disability, or marital status, and provides equal opportunities for all employees[401][402][403] 2025 and 2024 Employee Distribution and Turnover Rate | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total number of employees | 86 | 149 | | Percentage of male employees | 54.7% | 59.7% | | Percentage of female employees | 45.3% | 40.3% | | Percentage of employees under 30 | 34.9% | 54.3% | | Percentage of employees aged 30-50 | 54.7% | 40.3% | | Percentage of employees over 50 | 10.4% | 5.4% | | Percentage of full-time employees | 46.5% | 32.9% | | Percentage of part-time employees | 53.5% | 67.1% | | Percentage of employees in Hong Kong | 100% | 100% | | Total employee turnover rate | 68.6% | 53.7% | - The Group follows safety manuals issued by the Occupational Safety and Health Council and engages third-party security companies to provide security services for its clubs to ensure workplace safety[416][419][418][421] 2025 and 2024 Training Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Percentage of employees trained | 16% | 14% | | Average training hours per employee | 1.7 | 4.0 | - The Group strictly complies with all laws and regulations against child labor and forced labor, and employs staff based on fair, open, and voluntary principles[435][436][440] - Supplier selection criteria include product and service quality, cost, reputation, service, flexibility, delivery efficiency, past performance, relationship with the Group, and the supplier's attitude towards environmental and social matters[439][442] - The Group is committed to providing high-quality services and products and has a customer complaint handling mechanism; no product recalls or related complaints were reported during the reporting period[449][450][451][452] - The Group has implemented internal control measures to ensure the confidentiality of operational data and is committed to complying with intellectual property-related laws and regulations[453][456][457] Governance and Community The Group strictly prohibits corruption, fraud, bribery, and other commercial misconduct, with the Audit Committee conducting full investigations, and provides anti-corruption education and training to directors and senior management, while caring for its community and striving to promote social harmony and stability - The Group strictly prohibits corruption, fraud, bribery, forgery, extortion, money laundering, and any other forms of commercial fraud, with the Audit Committee initiating full investigations[460][464] - The Company provides anti-corruption education and training materials to its Directors and senior management to enhance their ethical awareness and eliminate corruption incidents[461][464] - The Group cares for its community and is willing to help those in need to promote social harmony and stability[463][466] Report of the Directors This report provides an overview of the Company's business, financial performance, capital structure, and governance matters Company and Business Overview The Company is an investment holding company, with its principal activities being club and entertainment operations and catering services, incorporated in the Cayman Islands, and its shares listed on GEM of the Stock Exchange, with business and financial review details provided in the Management Discussion and Analysis section - The Company is an investment holding company, and the Group's principal businesses include operating club and entertainment operations and catering services[469][475] - The Company was incorporated in the Cayman Islands as a limited liability company, and its shares are listed on GEM of The Stock Exchange[468][474] - Details of the business review are set out in the "Management Discussion and Analysis" section[471][478] Financial Performance and Capital As of May 31, 2025, the Company had no distributable reserves, the Board does not recommend a final dividend, and no charitable donations were made during the reporting period; purchases from the Group's largest supplier accounted for 57.2% of total purchases, with property, plant, and equipment changes detailed in Note 15, total Group borrowings at HK$802 thousand, and share capital changes in Note 26 - As of May 31, 2025, the Company had no distributable reserves available for distribution[472][479] - The Board does not recommend the payment of any final dividend for the reporting period, and the Group made no charitable donations during the reporting period[481][482][485][486] Major Supplier Purchase Proportion | Supplier Type | Percentage of Total Group Purchases | | :--- | :--- | | Largest supplier | 57.2% | | Top five suppliers total | 97.6% | Total Loans and Borrowings | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total borrowings | 802 | 5,652 | -4,850 | -85.8% | - Details of changes in property, plant and equipment are set out in Note 15 to the consolidated financial statements, and details of changes in share capital are set out in Note 26 to the financial statements[490][492][493][495] Directors and Governance During and up to the date of this annual report, there were changes in Board members, with Ms. Ma Liangping appointed Executive Director and Chairperson, and Ms. Liu Huijing stepping down as Chairperson and appointed as a member of the Nomination Committee; all directors have signed service contracts or appointment letters and are protected by permitted indemnity provisions, with the Board confirming the independence of all independent non-executive directors, and directors and controlling shareholders having no competing business interests or material contract interests, and the Company having no management contracts - Ms. Ma Liangping was appointed Executive Director and Chairperson on May 30, 2025, and Ms. Liu Huijing resigned as Chairperson on May 30, 2025, and was appointed as a member of the Nomination Committee on August 28, 2025[500] - Each Executive Director and Independent Non-executive Director has entered into a service contract or letter of appointment with the Company for a term of three years[507][508][509][513] - Directors are protected by permitted indemnity provisions, and the Company has purchased and maintains directors' and officers' liability insurance[516][521] - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[517][522] - Directors (including Independent Non-executive Directors) are not aware of any business or interest that competes with the Group's business, nor do they have any material contract interests[518][519][523][524] Share Option Scheme The Share Option Scheme, adopted on March 14, 2017, aims to incentivize eligible participants; as of May 31, 2025, 61,056 share options were granted but unexercised, with an additional 1,998,944 ungranted options available, and no options were granted, exercised, cancelled, or lapsed during the reporting period, with the remaining term of the scheme being four years - The Share Option Scheme was adopted on March 14, 2017, primarily to grant share options to eligible participants as an incentive or reward for their contributions to the Group[527][530] - As of May 31, 2025, 61,056 share options have been granted but remain unexercised, with an additional 1,998,944 ungranted share options available for grant[531] - For the twelve months ended May 31, 2025, no share options were granted, exercised, cancelled, or lapsed, other than those disclosed in the table below[531] 2025 Share Option Movements | Category | Exercise Price (HK$) | Unexercised at June 1, 2024 (thousand shares) | Granted during the year (thousand shares) | Exercised during the year (thousand shares) | Lapsed during the year (thousand shares) | Unexercised at May 31, 2025 (thousand shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | 7.567 | 41 | – | – | – | 41 | | Employees | 7.567 | 21 | – | – | – | 21 | | Consultants | 7.567 | 488 | – | – | – | 488 | | Total | 7.567 | 550 | – | – | – | 550 | - The remaining term of the Share Option Scheme is four years[537][540] Shareholder Information Directors and chief executives hold interests in the Company's shares, with Ms. Ma Liangping holding 16.66% through a controlled corporation and Ms. Liu Huijing holding 3.49%; major shareholders include Ms. Ma Liangping, Mr. Wang Ning, Mr. Yuan Lin, and Mr. Zhang Jiajun, and during the reporting period, neither the Company nor its subsidiaries purchased, redeemed, or sold any listed securities, with no pre-emptive rights provisions Directors' and Chief Executives' Interests in the Company's Shares | Director Name | Capacity/Nature of Interest | Number of Shares and Related Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Ma Liangping | Interest in controlled corporation | 20,370,000 | 16.66% | | Ms. Liu Huijing | Beneficial owner | 4,265,250 | 3.49% | | Mr. Pang Chun Yu | Beneficial owner | 20,352 | 0.02% | | Mr. Hui Wai Hung | Beneficial owner | 20,352 | 0.02% | Major Shareholders' Interests in the Company's Shares | Name/Designation | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Ma Liangping | Interest in controlled corporation | 20,370,000 | 16.66% | | Keen Champ International Investment Limited | Beneficial owner | 20,370,000 | 16.66% | | Mr. Wang Ning | Beneficial owner | 17,401,761 | 14.23% | | Mr. Yuan Lin | Beneficial owner | 11,643,250 | 9.52% | | Zhongcai Herui Industrial Development Co., Ltd. | Interest in controlled corporation | 12,075,000 | 9.88% | | Zhongcai Herui Investment Group Co., Ltd. | Beneficial owner | 12,075,000 | 9.88% | | Mr. Zhang Jiajun | Beneficial owner | 10,000,000 | 8.18% | - During the reporting period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[568][574] - There are no provisions for pre-emptive rights in the Articles of Association or the laws of the Cayman Islands[569][575] Auditor and Compliance The Audit Committee has reviewed the Company's accounting principles and financial statements, with the Company committed to maintaining high corporate governance standards and having published an ESG report; no significant events occurred after the reporting period, and BDO Limited will retire at the upcoming AGM and seek re-appointment, while the Company maintains sufficient public float - The Audit Committee has reviewed the accounting principles and policies adopted by the Company, the Group's practices, and the audited consolidated financial statements for the reporting period with the Company's management and auditor[570][576] - The Company is committed to maintaining high standards of corporate governance practices and has published an Environmental, Social and Governance Report[571][572][577][578] - Other than those disclosed, no significant events occurred after the reporting period[573][579] - BDO Limited will retire at the upcoming Annual General Meeting and is eligible and willing to be re-appointed[582][585] - The Company has maintained a sufficient public float in accordance with the GEM Listing Rules[583][586] Five-Year Financial Summary This section presents a summary of the Group's financial performance and position over the past five fiscal years Five-Year Results The Group's results for the past five financial years show a significant revenue decrease to HK$38,838 thousand in 2025, but loss and total comprehensive income for the year narrowed significantly to HK$3,822 thousand, reflecting improved operating efficiency Five-Year Results Summary (HK$ thousand) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | 77,981 | 50,257 | 24,427 | | Changes in inventories | (25,946) | (27,714) | (20,340) | (12,641) | (5,127) | | Other income and gains | 9,940 | 4,283 | 5,438 | 3,304 | 19,066 | | Advertising and marketing expenses | (1,554) | (14,650) | (10,104) | (8,594) | (3,591) | | Employee benefits expenses | (9,032) | (20,809) | (16,569) | (13,163) | (11,367) | | (Loss)/profit before income tax | (1,751) | (16,118) | 6,239 | (9,734) | (39,476) | | (Loss)/profit and total comprehensive income for the year | (3,822) | (17,321) | 5,880 | (7,942) | (39,486) | | (Loss)/profit and total comprehensive income for the year attributable to owners of the Company | (4,882) | (17,140) | 3,649 | (8,871) | (36,873) | | (Loss)/profit and total comprehensive income for the year attributable to non-controlling interests | 1,060 | (181) | 2,231 | 929 | (2,613) | Five-Year Assets and Liabilities The Group's balance sheet shows a decrease in total assets in 2025, but total equity turned positive from a deficit in 2024, indicating an improvement in financial position Five-Year Assets and Liabilities Summary (HK$ thousand) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 31,599 | 50,473 | 55,363 | 31,548 | 64,679 | | Total liabilities | (25,719) | (51,445) | (44,893) | (44,885) | (75,674) | | Total equity/(asset deficit) | 5,880 | (972) | 10,470 | (13,337) | (10,995) | Independent Auditor's Report This report presents the independent auditor's opinion on the Group's consolidated financial statements, including a disclaimer of opinion and its basis Disclaimer of Opinion The auditor issued a disclaimer of opinion on New Amante Group Limited's consolidated financial statements for the year ended May 31, 2025, due to insufficient appropriate audit evidence, primarily concerning the appropriateness of the going concern assumption - The auditor has issued a disclaimer of opinion on the consolidated financial statements of New Amante Group Limited and its subsidiaries for the year ended May 31, 2025[596][598] - Due to the materiality of the matters described in the "Basis for Disclaimer of Opinion" section, the auditor was unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion[596][598] Basis for Disclaimer of Opinion The disclaimer primarily stems from scope limitation regarding the going concern assumption, as the Group recorded a net loss of HK$3,822 thousand in FY225, with cash and cash equivalents of only HK$1,549 thousand, and a significant 56.5% revenue decline due to nightclub closure and cigar shop disposal, indicating material uncertainty about its ability to continue as a going concern, and the auditor could not obtain sufficient evidence to support management's going concern plans, particularly the financial viability of shareholder loan financing - The Group incurred a net loss of approximately HK$3,822 thousand for the year ended May 31, 2025, and as of that date, cash and cash equivalents amounted to only approximately HK$1,549 thousand[597][599] - The nightclub business ceased operations on August 4, 2024, and the cigar shop was disposed of in April 2025, resulting in a significant revenue decrease of approximately 56.5% for the Group[597][599] - These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[601][606] - The auditor was unable to obtain the necessary information to assess the financial viability of sufficient funding from shareholders, and therefore could not determine whether the directors' use of the going concern basis of accounting in preparing the consolidated financial statements was appropriate[604][605][607] Responsibilities Directors are responsible for preparing true and fair consolidated financial statements in accordance with HKFRSs and assessing the Group's ability to continue as a going concern, with the Audit Committee assisting directors in this duty, and the auditor's responsibility is to audit the Group's consolidated financial statements in accordance with HKSA and report to shareholders - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards and for implementing internal controls deemed necessary by the directors[609][614] - Directors are responsible for assessing the Group's ability to continue as a going concern and disclosing matters related to going concern, as applicable[610][614] - The Audit Committee assists the directors in fulfilling their responsibilities for overseeing the financial reporting process[611][615] - The auditor's responsibility is to audit the Group's consolidated financial statements in accordance with Hong Kong Standards on Auditing and to issue an auditor's report[612][616] Consolidated Statement of Comprehensive Income This statement presents the Group's financial performance for the reporting period, including revenue, expenses, and total comprehensive income Financial Performance Overview For the year ended May 31, 2025, the Group's revenue was HK$38,838 thousand, a significant decrease from HK$89,245 thousand in the prior year, but despite reduced revenue, loss and total comprehensive income for the year narrowed from HK$17,321 thousand to HK$3,822 thousand due to effective control over operating expenses, with basic and diluted loss per share at 4.26 HK cents Consolidated Statement of Comprehensive Income Summary (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | | Changes in inventories | (25,946) | (27,714) | | Other income and gains | 9,940 | 4,283 | | Advertising and marketing expenses | (1,554) | (14,650) | | Employee benefits expenses | (9,032) | (20,809) | | Depreciation of property, plant and equipment | (2,805) | (5,589) | | Depreciation of right-of-use assets | (6,159) | (14,185) | | Other expenses | (7,292) | (20,323) | | Reversal of trade receivables written off | 2,226 | – | | Write-off of trade and other receivables | – | (5,571) | | Finance costs | (478) | (1,166) | | Loss before income tax | (1,751) | (16,118) | | Income tax expense | (2,071) | (1,203) | | Loss and total comprehensive income for the year | (3,822) | (17,321) | | Loss per share attributable to owners of the Company (HK cents) | (4.26) | (16.94) | - The loss and total comprehensive income for the year comprises a loss of HK$4,882 thousand attributable to owners of the Company and a profit of HK$1,060 thousand attributable to non-controlling interests[621] Consolidated Statement of Financial Position This statement presents the Group's financial position as of the reporting date, including assets, liabilities, and equity Financial Position Overview As of May 31, 2025, the Group's total assets were HK$31,599 thousand, a decrease from HK$50,473 thousand in 2024, but net current assets turned positive to HK$1,562 thousand from a deficit of HK$15,248 thousand in 2024, and total equity shifted from a deficit of HK$972 thousand to a positive HK$5,880 thousand, indicating significant financial improvement Consolidated Statement of Financial Position Summary (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 4,318 | 18,169 | | Current assets | 27,281 | 32,304 | | Current liabilities | 25,719 | 47,552 | | Net current assets/(liabilities) | 1,562 | (15,248) | | Non-current liabilities | – | 3,893 | | Net assets/(liabilities) | 5,880 | (972) | | Equity attributable to owners of the Company | 8,681 | 4,313 | | Non-controlling interests | (2,801) | (5,285) | | Total equity/(asset deficit) | 5,880 | (972) | - Net current assets turned positive to HK$1,562 thousand in 2025 from a deficit of HK$15,248 thousand in 2024, indicating a significant improvement in liquidity[623] - Total equity shifted from a deficit of HK$972 thousand in 2024 to a positive HK$5,880 thousand in 2025, reflecting a positive change in financial position[624] Consolidated Statement of Changes in Equity This statement details the changes in the Group's equity attributable to owners of the Company and non-controlling interests for the reporting period Equity Movement For the year ended May 31, 2025, equity attributable to owners of the Company increased from HK$4,313 thousand to HK$8,681 thousand, primarily influenced by the narrowed loss for the year and the issuance of ordinary shares through share subscription, while the deficit in non-controlling interests also decreased Consolidated Statement of Changes in Equity Summary (HK$ thousand) | Indicator | Share Capital | Share Premium | Accumulated Losses | Share Option Reserve | Other Reserves | Total Equity Attributable to Owners o